What the changes say
- AI model reliability, client-data protection, cross-client leakage, and AI-generated errors now dominate the risk section.
- New data-rights, privacy, intellectual-property, and rapidly changing AI regulation risks reflect the customized-model business.
- Legacy risks tied to end-user offerings, licensing revenue, the former auditor, acquisition ownership, and Nasdaq compliance were removed.
- Several continuing risks now focus specifically on licensees rather than AIRWA’s potential consumer offerings.
What changed since the prior 10-K
New
- NewRisks Related to Our Business, Operations, Industry, Legal, and Regulatory Requirements
Our business depends on our ability to develop and successfully deploy artificial intelligence technologies, and our failure to do so could adversely affect our business, results of operations and financial condition
Failure to develop and deploy reliable, secure, cost-effective AI models could impair growth and results.
- NewRisks Related to Our Business, Operations, Industry, Legal, and Regulatory Requirements
The use of client data to train or customize AI models creates significant security, privacy, confidentiality, and data-rights risks
Using sensitive client data for AI customization creates security, privacy, confidentiality, data-rights, and breach-liability risks.
- NewRisks Related to Our Business, Operations, Industry, Legal, and Regulatory Requirements
Our efforts to provide secure, client-specific AI models may not prevent unintended disclosure or cross-client exposure of confidential information
Technical or operational failures could expose one client’s confidential information to other clients or unauthorized parties.
- NewRisks Related to Our Business, Operations, Industry, Legal, and Regulatory Requirements
Our clients’ data may not be available to us on terms sufficient to operate and improve our AI solutions, and disputes concerning data ownership and usage rights could adversely affect our business
Clients may lack sufficient rights to provide data, creating disputes over training, model outputs, and other derived materials.
- NewRisks Related to Our Business, Operations, Industry, Legal, and Regulatory Requirements
AI-generated outputs may be inaccurate, biased, inappropriate, or otherwise defective, which could expose us to liability and harm our reputation
Inaccurate, biased, inappropriate, or unauthorized AI outputs could harm clients and expose AIRWA to liability and reputational damage.
- NewRisks Related to Our Business, Operations, Industry, Legal, and Regulatory Requirements
Our business is subject to laws, regulations, and contractual requirements relating to privacy, data protection, cybersecurity, intellectual property, consumer protection, automated decision-making, and artificial intelligence. These requirements are evolving rapidly and may differ materially among jurisdictions
Evolving AI, privacy, cybersecurity, intellectual-property, and data-localization rules may restrict AIRWA’s business model across jurisdictions.
- NewRisks Related to Our Business, Operations, Industry, Legal, and Regulatory Requirements
Our use of third-party AI models, cloud infrastructure, software, and other technologies exposes us to additional risks and dependencies
Dependence on third-party foundation models, cloud infrastructure, and software creates pricing, licensing, availability, provenance, and data-use risks.
- NewRisks Related to Our Business, Operations, Industry, Legal, and Regulatory Requirements
Our reliance on third parties may also expose us to security, privacy, intellectual property, availability, and performance risks. A failure, outage, security incident, or other disruption affecting a third-party provider could impair our ability to provide services to our clients
Third-party model changes, outages, security incidents, or disruptions could reduce performance, increase costs, or interrupt client services.
- NewRisks Related to Our Business, Operations, Industry, Legal, and Regulatory Requirements
Our AI models and other technologies may infringe or misappropriate the intellectual property or other rights of third parties, or we may be unable to adequately protect our own intellectual property
AIRWA could face claims that its training data, models, outputs, or incorporated technologies infringe third-party rights.
- NewRisks Related to Our Business, Operations, Industry, Legal, and Regulatory Requirements
Our highly competitive and rapidly changing market may make it difficult for us to maintain or increase our market share
Competition from technology companies, cloud providers, consultants, enterprise software vendors, and clients’ internal solutions could limit market share.
- NewRisks Related to Our Business, Operations, Industry, Legal, and Regulatory Requirements
Our competitors may have substantially greater financial, technical, marketing, sales, and other resources than we do. They may also have greater access to proprietary data, larger installed customer bases, stronger brand recognition, or established relationships with enterprises
Improved general-purpose AI may commoditize customized models, while stronger customization and governance demands may raise AIRWA’s costs.
- NewRisks Related to Our Business, Operations, Industry, Legal, and Regulatory Requirements
Our success depends substantially on our ability to attract, train, and retain highly skilled employees, including AI researchers, machine learning engineers, software engineers, cybersecurity professionals, data scientists, product managers, sales personnel, and other technical and business personnel
Intense competition for AI researchers, engineers, cybersecurity professionals, and other skilled employees could delay product development and growth.
- NewRisks Related to Our Business, Operations, Industry, Legal, and Regulatory Requirements
Our sales cycles may be lengthy and unpredictable, and our business may depend on our ability to demonstrate the value and security of our solutions to prospective clients
- NewRisks Related to Our Business, Operations, Industry, Legal, and Regulatory Requirements
Failure to successfully implement our solutions or meet contractual requirements could result in customer disputes, loss of customers, and liability
- NewRisks Related to Our Business, Operations, Industry, Legal, and Regulatory Requirements
Our clients may depend on our systems and AI solutions for important business processes. Any interruption, degradation or failure in the availability, performance, or functionality of our systems could adversely affect our clients and our business
- NewRisks Related to Our Business, Operations, Industry, Legal, and Regulatory Requirements
We may be subject to significant contractual, indemnification, and other liabilities arising from our use of client data and the operation of our AI solutions
- NewRisks Related to Our Business, Operations, Industry, Legal, and Regulatory Requirements
Our international operations may expose us to additional legal, regulatory, operational, and economic risks
- NewRisks Related to Our Business, Operations, Industry, Legal, and Regulatory Requirements
We may incur substantial costs to research, develop, train, test, secure, and deploy AI models and related infrastructure. The costs of computing resources, cloud services, data acquisition, cybersecurity, compliance, and highly skilled personnel may increase as our business expands
- NewRisks Related to Our Business, Operations, Industry, Legal, and Regulatory Requirements
As we grow, we will need to expand our personnel, infrastructure, security controls, customer support, compliance programs, and internal systems. Managing this growth may place significant demands on our management and operational resources
- NewRisks Related to Our Business, Operations, Industry, Legal, and Regulatory Requirements
In addition to laws directly governing AI and data privacy, we may be subject to industry-specific requirements, contractual requirements imposed by clients, and other regulations concerning cybersecurity, records, confidentiality, automated decision-making, and the use of personal or sensitive information
- NewRisks Related to Our Business, Operations, Industry, Legal, and Regulatory Requirements
We are dependent on third parties for a significant portion of our revenue through intellectual property licensing agreements, and we may not realize the expected benefits of such arrangements
- NewRisks Related to Our Business, Operations, Industry, Legal, and Regulatory Requirements
Our business depends on our ability to maintain relationships with third-party advertising agencies and other intermediaries, and the loss or deterioration of those relationships could materially adversely affect our business
- NewRisks Related to Our Business, Operations, Industry, Legal, and Regulatory Requirements
Our limited role in the advertising process may make our business susceptible to being bypassed by advertisers and third-party intermediaries
- NewRisks Related to Our Business, Operations, Industry, Legal, and Regulatory Requirements
Our revenue depends on the advertising expenditure of advertisers that we introduce and on the compensation arrangements we maintain with third-party intermediaries
- NewRisks Related to Our Business, Operations, Industry, Legal, and Regulatory Requirements
Although we do not ourselves maintain direct relationships with Google, Meta, TikTok and other major digital advertising platforms, the third-party advertising agencies and other intermediaries to which we refer advertisers generally depend upon their own relationships with those platforms
- NewRisks Related to Our Business, Operations, Industry, Legal, and Regulatory Requirements
The attractiveness of our services to potential advertisers depends in part on our ability to connect them with third-party advertising agencies and other intermediaries that can provide access to the advertising platforms, geographic markets, advertising formats, and campaign services sought by those advertisers
- NewRisks Related to Our Business, Operations, Industry, Legal, and Regulatory Requirements
We face competition from advertising agencies, digital marketing companies, and other providers that may be able to perform the intermediary function themselves or eliminate the need for our services
- NewRisks Related to Our Business, Operations, Industry, Legal, and Regulatory Requirements
We may have limited ability to monitor transactions resulting from our introductions and to enforce our rights to receive compensation
- NewRisks Related to Our Business, Operations, Industry, Legal, and Regulatory Requirements
Our reputation and business could be harmed by the conduct or performance of third-party advertising agencies and other intermediaries with which we work
- NewRisks Related to Our Business, Operations, Industry, Legal, and Regulatory Requirements
The digital advertising platforms on which our intermediary partners depend may change their advertising policies, targeting capabilities, algorithms, measurement systems, pricing models, data-access policies, account requirements, technical specifications, or available advertising formats
- NewRisks Related to Our Business, Operations, Industry, Legal, and Regulatory Requirements
We purchase, sell, import, export, and distribute products across international markets. As a result, our business is substantially dependent on the continued movement of goods across borders and on favorable conditions for international commerce
- NewRisks Related to Our Business, Operations, Industry, Legal, and Regulatory Requirements
Our business is subject to laws and regulations governing international trade, including tariffs, duties, quotas, import and export controls, trade restrictions, embargoes, sanctions, and other barriers to international commerce
- NewRisks Related to Our Business, Operations, Industry, Legal, and Regulatory Requirements
We may be unable to pass increased tariffs, duties, or other costs through to our customers. Even if we are able to increase our selling prices, higher prices may reduce demand for our products or cause customers to purchase products from alternative suppliers
- NewRisks Related to Our Business, Operations, Industry, Legal, and Regulatory Requirements
Our business is exposed to geopolitical risks and international political instability
- NewRisks Related to Our Business, Operations, Industry, Legal, and Regulatory Requirements
We depend on suppliers and manufacturers, and disruptions affecting our suppliers could adversely affect our business
- NewRisks Related to Our Business, Operations, Industry, Legal, and Regulatory Requirements
We may not be able to identify suitable alternative suppliers quickly or on commercially reasonable terms. Alternative suppliers may charge higher prices, require longer lead times or provide products that do not meet our customers’ or end users’ requirements
- NewRisks Related to Our Business, Operations, Industry, Legal, and Regulatory Requirements
We may be exposed to supplier quality and product-compliance risks
- NewRisks Related to Our Business, Operations, Industry, Legal, and Regulatory Requirements
Changes in supplier relationships could adversely affect our margins
- NewRisks Related to Our Business, Operations, Industry, Legal, and Regulatory Requirements
Our business depends on our ability to maintain and expand our relationships with the online platforms, retail stores, and other distribution channels that we use
- NewRisks Related to Our Business, Operations, Industry, Legal, and Regulatory Requirements
We may be unable to accurately forecast demand, resulting in excess or insufficient inventory
- NewRisks Related to Our Business, Operations, Industry, Legal, and Regulatory Requirements
Inventory requires substantial working capital
- NewRisks Related to Our Business, Operations, Industry, Legal, and Regulatory Requirements
Disruptions to transportation and logistics, or increases in related costs, could adversely affect our business
- NewRisks Related to Our Business, Operations, Industry, Legal, and Regulatory Requirements
Fluctuations in foreign currency exchange rates, or currency controls, could adversely affect our results
- NewRisks Related to Our Business, Operations, Industry, Legal, and Regulatory Requirements
Failure to comply with government regulations, including customs laws, export-control laws, and economic sanctions, could result in significant liability
- NewRisks Related to Our Business, Operations, Industry, Legal, and Regulatory Requirements
We are subject to anti-corruption laws in overseas jurisdictions
- NewRisks Related to Our Business, Operations, Industry, Legal, and Regulatory Requirements
Our business may require substantial working capital
- NewRisks Related to Our Business, Operations, Industry, Legal, and Regulatory Requirements
We depend on key personnel with specialized international trading expertise
- NewRisks Related to Our Business, Operations, Industry, Legal, and Regulatory Requirements
We face significant competition
- NewRisks Related to Our Business, Operations, Industry, Legal, and Regulatory Requirements
Customers or other parties may assert claims alleging that products sold by us were defective, unsafe, or non-compliant with applicable requirements. Such claims could result in litigation, recalls, product replacement costs, indemnification obligations, and reputational damage
Dropped
- DroppedRisks Related to Our Business, Operations, Industry, Legal, and Regulatory Requirements
We have in the past entered into, and may continue to enter into, licensing arrangements with third parties that we believe will commercialize our intellectual property and bolster our revenue
Risks that licensees fail to comply with intellectual-property licensing obligations and revenue depends on licensing arrangements.
- DroppedRisks Related to Our Business, Operations, Industry, Legal, and Regulatory Requirements
If we develop our own offerings for end users, our growth and profitability will rely, in significant part, on our ability to attract and retain users through cost-effective marketing efforts. Any failure in those efforts could adversely affect our business, financial condition, and results of operations
- DroppedRisks Related to Our Business, Operations, Industry, Legal, and Regulatory Requirements
Our success may depend, in part, on the integrity of our systems and infrastructure and on our ability to enhance, expand, and adapt these in a timely and cost-effective manner
- DroppedRisks Related to Our Business, Operations, Industry, Legal, and Regulatory Requirements
Our success will depend, in part, on the integrity of third-party systems and infrastructure
- DroppedRisks Related to Our Business, Operations, Industry, Legal, and Regulatory Requirements
If the security of personal and confidential or sensitive user information that we maintain and store is breached or otherwise accessed by unauthorized persons, it may be costly to mitigate the impact of such an event and our reputation could be harmed
- DroppedRisks Related to Our Business, Operations, Industry, Legal, and Regulatory Requirements
If we develop our own offerings for end users, we will be subject to a number of risks related to credit card payments, including data security breaches and fraud that we or third parties experience, any of which could adversely affect our business, financial condition, and results of operations
Marketing costs and changing consumer behavior could hinder user acquisition for AIRWA or licensee end-user offerings.
- DroppedRisks Related to Our Business, Operations, Industry, Legal, and Regulatory Requirements
If we develop our own offerings for end users, inappropriate actions by certain of our users could be attributed to us and damage our reputation, which in turn could adversely affect our business
- DroppedRisks Related to Our Business, Operations, Industry, Legal, and Regulatory Requirements
The SEC’s charges against our former independent auditor, Olayinka Oyebola & Co., could impact the credibility of our financial statements and those of YYEM, potentially leading to restatements and other adverse effects
- DroppedRisks Related to Our Business, Operations, Industry, Legal, and Regulatory Requirements
On October 30, 2024, the Board of Directors and the audit committee approved the engagement of B&A as the Company’s independent registered public accounting firm for the fiscal year ended April 30, 2025, effective immediately, and dismissed OOC as the Company’s independent registered public accounting firm
- DroppedRisks Related to Our Business, Operations, Industry, Legal, and Regulatory Requirements
We are subject to the periodic reporting requirements of the Exchange Act, requiring us to incur audit fees and legal fees in connection with the preparation of such reports. These additional costs could reduce or eliminate our ability to earn a profit
- DroppedRisks Related to Ownership of Our Shares
Due to the Acquisition, our stockholders have a significantly lower ownership and voting interest in us than they had in Connexa prior thereto and exercise less influence over management and policies of Connexa
System interruptions could affect AIRWA’s prospective consumer offerings and make services or data unavailable.
- DroppedRisks Related to Ownership of Our Shares
Although we expect that our Common Stock will remain listed on Nasdaq, there can be no assurance that we will be able to comply with the continued listing standards of Nasdaq
- DroppedRisks Related to Ownership of Our Shares
Our stockholders may not be able to enforce judgments entered by U.S. courts against our officers and directors
Failures or disruptions at third-party infrastructure providers could impair prospective consumer services.
- DroppedRisks Related to Ownership of Our Shares
If our shares of common stock become subject to the penny stock rules, it would become more difficult to trade our shares
Breaches involving prospective consumer users’ personal, payment, or communications data could cause costs and reputational harm.
Reworded
- 63% rewrittenRisks Related to Our Business, Operations, Industry, Legal, and Regulatory Requirements
The success of our licensees’ services for end users will depend in part on our ability, or our licensees’ ability, to access, collect, and use personal data about users and subscribers
The risk now applies only to licensees; impacts on AIRWA’s own offerings, data access, advertising, and compliance were removed.
Was: The success of our services for end users, and those of our licensees, will depend in part on our ability, or our licensees’ ability, to access, collect, and use personal data about users and subscribers
- 57% rewrittenRisks Related to Our Business, Operations, Industry, Legal, and Regulatory Requirements
We may not be able to protect our systems and infrastructure from cyberattacks and may be adversely affected by cyberattacks experienced by third parties
The hypothetical consumer-offering language was removed, and AIRWA now says it invests in cybersecurity protections rather than expects to.
- 53% rewrittenRisks Related to Our Business, Operations, Industry, Legal, and Regulatory Requirements
If our licensees fail to add users, our revenue, financial results, and business may be significantly harmed
The risk now covers only licensees’ user growth, removing AIRWA’s potential responsibility for adding and retaining users.
Was: If our licensees fail to add users (or if we fail to do so after developing our own offerings for end users), our revenue, financial results, and business may be significantly harmed
- 51% rewrittenGeneral Business-Related Risks
We could be subject to changes in tax rates, adoption of new tax laws, additional tax liabilities, or increased volatility in our effective tax rate
The wording was modernized from “U.S.” to “United States,” with no substantive change to the tax risk.
- 50% rewrittenRisks Related to Ownership of Our Shares
Our stockholders may not be able to enforce judgments entered by United States courts against certain of our officers and directors
The description changed from some directors and executives living abroad to most, strengthening the foreign-enforcement concern.
- 46% rewrittenRisks Related to Ownership of Our Shares
The price of our Common Stock may continue to be especially volatile, and if the benefits of any particular acquisition do not meet the expectations of investors, stockholders, or financial analysts, the market price of our Common Stock may decline
The risk now reflects existing volatility and adds that the stock may not recover or may decline further if expectations are missed.
Was: The price of our Common Stock may continue to be especially volatile, and if the Acquisition’s benefits do not meet the expectations of investors, stockholders, or financial analysts, the market price of our Common Stock may decline
- 45% rewrittenRisks Related to Ownership of Our Shares
The Company may someday have large shareholders able to exert significant influence on the Company, and their interests may conflict with the interests of other shareholders
The specific 55.8% voting-control figure was removed, and the risk now describes large shareholders as past or future possibilities.
Was: Certain of the Company’s large shareholders may be able to exert significant influence on the Company and their interests may conflict with the interests of its other shareholders
- 40% rewrittenRisks Related to Our Business, Operations, Industry, Legal, and Regulatory Requirements
Proposed or new legislation and regulations could also adversely affect our business. To the extent new or more stringent measures are required to be implemented, impose new liability, or limit or remove existing protections, our business, financial condition, and results of operations could be adversely affected
The scope shifted from AIRWA’s services to licensees’ services, while retaining risks from internet regulation and open-access rules.
- 34% rewrittenRisks Related to Doing Business in Hong Kong
On December 2, 2021, the SEC issued amendments to finalize interim final rules previously adopted in March 2021 to implement the submission and disclosure requirements of the HFCAA
- 26% rewrittenGeneral Business-Related Risks
We may need additional capital in the future to finance our planned growth, which we may not be able to raise or which may only be available on terms unfavorable to us or our stockholders, and this may result in our inability to fund our working capital requirements and harm our operating results
Was: We may need additional capital in the future to finance our planned growth, which we may not be able to raise or which may only be available on terms unfavorable to us or our stockholders, and this may result in our inability to fund our working capital requirements and harm our operational results
- 24% rewrittenGeneral Business-Related Risks
Our financial results may be adversely affected if substantial investments in businesses and operations fail to produce the expected returns
- 21% rewrittenRisks Related to Ownership of Our Shares
We do not intend to pay dividends on the shares of our Common Stock
All 85 risk factors
Headings as the filing states them, in filing order.
Risks Related to Our Business, Operations, Industry, Legal, and Regulatory Requirements
- 01Our business depends on our ability to develop and successfully deploy artificial intelligence technologies, and our failure to do so could adversely affect our business, results of operations and financial conditionnew
- 02The use of client data to train or customize AI models creates significant security, privacy, confidentiality, and data-rights risksnew
- 03Our efforts to provide secure, client-specific AI models may not prevent unintended disclosure or cross-client exposure of confidential informationnew
- 04Our clients’ data may not be available to us on terms sufficient to operate and improve our AI solutions, and disputes concerning data ownership and usage rights could adversely affect our businessnew
- 05AI-generated outputs may be inaccurate, biased, inappropriate, or otherwise defective, which could expose us to liability and harm our reputationnew
- 06Our business is subject to laws, regulations, and contractual requirements relating to privacy, data protection, cybersecurity, intellectual property, consumer protection, automated decision-making, and artificial intelligence. These requirements are evolving rapidly and may differ materially among jurisdictionsnew
- 07Our use of third-party AI models, cloud infrastructure, software, and other technologies exposes us to additional risks and dependenciesnew
- 08Our reliance on third parties may also expose us to security, privacy, intellectual property, availability, and performance risks. A failure, outage, security incident, or other disruption affecting a third-party provider could impair our ability to provide services to our clientsnew
- 09Our AI models and other technologies may infringe or misappropriate the intellectual property or other rights of third parties, or we may be unable to adequately protect our own intellectual propertynew
- 10Our highly competitive and rapidly changing market may make it difficult for us to maintain or increase our market sharenew
- 11Our competitors may have substantially greater financial, technical, marketing, sales, and other resources than we do. They may also have greater access to proprietary data, larger installed customer bases, stronger brand recognition, or established relationships with enterprisesnew
- 12Our success depends substantially on our ability to attract, train, and retain highly skilled employees, including AI researchers, machine learning engineers, software engineers, cybersecurity professionals, data scientists, product managers, sales personnel, and other technical and business personnelnew
- 13Our sales cycles may be lengthy and unpredictable, and our business may depend on our ability to demonstrate the value and security of our solutions to prospective clientsnew
- 14Failure to successfully implement our solutions or meet contractual requirements could result in customer disputes, loss of customers, and liabilitynew
- 15Our clients may depend on our systems and AI solutions for important business processes. Any interruption, degradation or failure in the availability, performance, or functionality of our systems could adversely affect our clients and our businessnew
- 16We may be subject to significant contractual, indemnification, and other liabilities arising from our use of client data and the operation of our AI solutionsnew
- 17Our international operations may expose us to additional legal, regulatory, operational, and economic risksnew
- 18We may incur substantial costs to research, develop, train, test, secure, and deploy AI models and related infrastructure. The costs of computing resources, cloud services, data acquisition, cybersecurity, compliance, and highly skilled personnel may increase as our business expandsnew
- 19As we grow, we will need to expand our personnel, infrastructure, security controls, customer support, compliance programs, and internal systems. Managing this growth may place significant demands on our management and operational resourcesnew
- 20In addition to laws directly governing AI and data privacy, we may be subject to industry-specific requirements, contractual requirements imposed by clients, and other regulations concerning cybersecurity, records, confidentiality, automated decision-making, and the use of personal or sensitive informationnew
- 21We are dependent on third parties for a significant portion of our revenue through intellectual property licensing agreements, and we may not realize the expected benefits of such arrangementsnew
- 22Disputes may arise between us and our licensees that interfere with the licensing arrangements or lead to the termination of the licensing agreements. Such disputes could result in costly litigation or arbitration that diverts management attention and resources
- 23The love and marriage market sector, including matchmaking apps, is competitive, with low switching costs and a consistent stream of new services and entrants, and innovation by competitors may disrupt our business
- 24The limited operating history and geographic reach of YYEM’s brands and services make it difficult to evaluate our current business and future prospects
- 25If our licensees fail to add users, our revenue, financial results, and business may be significantly harmed53% rewritten
- 26The success of our licensees’ services for end users will depend in part on our ability, or our licensees’ ability, to access, collect, and use personal data about users and subscribers63% rewritten
- 27Challenges properly managing the use of artificial intelligence could result in reputational harm, competitive harm, and legal liability
- 28Foreign currency exchange rate fluctuations may adversely affect our results of operations
- 29We depend on our key personnel
- 30We may not be able to protect our systems and infrastructure from cyberattacks and may be adversely affected by cyberattacks experienced by third parties57% rewritten
- 31Proposed or new legislation and regulations could also adversely affect our business. To the extent new or more stringent measures are required to be implemented, impose new liability, or limit or remove existing protections, our business, financial condition, and results of operations could be adversely affected40% rewritten
- 32We may fail to adequately protect our intellectual property rights or may be accused of infringing the intellectual property rights of third parties
- 33We intend to expand to various international markets, including markets in which we have limited experience, and as a result, we face additional risks in connection with those operations
- 34Our business depends on our ability to maintain relationships with third-party advertising agencies and other intermediaries, and the loss or deterioration of those relationships could materially adversely affect our businessnew
- 35Our limited role in the advertising process may make our business susceptible to being bypassed by advertisers and third-party intermediariesnew
- 36Our revenue depends on the advertising expenditure of advertisers that we introduce and on the compensation arrangements we maintain with third-party intermediariesnew
- 37Although we do not ourselves maintain direct relationships with Google, Meta, TikTok and other major digital advertising platforms, the third-party advertising agencies and other intermediaries to which we refer advertisers generally depend upon their own relationships with those platformsnew
- 38The attractiveness of our services to potential advertisers depends in part on our ability to connect them with third-party advertising agencies and other intermediaries that can provide access to the advertising platforms, geographic markets, advertising formats, and campaign services sought by those advertisersnew
- 39We face competition from advertising agencies, digital marketing companies, and other providers that may be able to perform the intermediary function themselves or eliminate the need for our servicesnew
- 40We may have limited ability to monitor transactions resulting from our introductions and to enforce our rights to receive compensationnew
- 41Our reputation and business could be harmed by the conduct or performance of third-party advertising agencies and other intermediaries with which we worknew
- 42The digital advertising platforms on which our intermediary partners depend may change their advertising policies, targeting capabilities, algorithms, measurement systems, pricing models, data-access policies, account requirements, technical specifications, or available advertising formatsnew
- 43We purchase, sell, import, export, and distribute products across international markets. As a result, our business is substantially dependent on the continued movement of goods across borders and on favorable conditions for international commercenew
- 44Our business is subject to laws and regulations governing international trade, including tariffs, duties, quotas, import and export controls, trade restrictions, embargoes, sanctions, and other barriers to international commercenew
- 45We may be unable to pass increased tariffs, duties, or other costs through to our customers. Even if we are able to increase our selling prices, higher prices may reduce demand for our products or cause customers to purchase products from alternative suppliersnew
- 46Our business is exposed to geopolitical risks and international political instabilitynew
- 47We depend on suppliers and manufacturers, and disruptions affecting our suppliers could adversely affect our businessnew
- 48We may not be able to identify suitable alternative suppliers quickly or on commercially reasonable terms. Alternative suppliers may charge higher prices, require longer lead times or provide products that do not meet our customers’ or end users’ requirementsnew
- 49We may be exposed to supplier quality and product-compliance risksnew
- 50Changes in supplier relationships could adversely affect our marginsnew
- 51Our business depends on our ability to maintain and expand our relationships with the online platforms, retail stores, and other distribution channels that we usenew
- 52We may be unable to accurately forecast demand, resulting in excess or insufficient inventorynew
- 53Inventory requires substantial working capitalnew
- 54Disruptions to transportation and logistics, or increases in related costs, could adversely affect our businessnew
- 55Fluctuations in foreign currency exchange rates, or currency controls, could adversely affect our resultsnew
- 56Failure to comply with government regulations, including customs laws, export-control laws, and economic sanctions, could result in significant liabilitynew
- 57We are subject to anti-corruption laws in overseas jurisdictionsnew
- 58Our business may require substantial working capitalnew
- 59We depend on key personnel with specialized international trading expertisenew
- 60We face significant competitionnew
- 61Customers or other parties may assert claims alleging that products sold by us were defective, unsafe, or non-compliant with applicable requirements. Such claims could result in litigation, recalls, product replacement costs, indemnification obligations, and reputational damagenew
General Business-Related Risks
- 62We are subject to litigation, and adverse outcomes in such litigation could have an adverse effect on our financial condition
- 63Our operations are subject to volatile global economic conditions, particularly those that adversely impact consumer confidence and spending behavior
- 64Our financial results may be adversely affected if substantial investments in businesses and operations fail to produce the expected returns24% rewritten
- 65We may need additional capital in the future to finance our planned growth, which we may not be able to raise or which may only be available on terms unfavorable to us or our stockholders, and this may result in our inability to fund our working capital requirements and harm our operating results26% rewritten
- 66Our internal controls may be inadequate, which could cause our financial reporting to be unreliable and lead to misinformation being disseminated to the public
- 67Our internal controls may be inadequate or ineffective, which could cause financial reporting to be unreliable and lead to misinformation being disseminated to the public. Investors relying upon this misinformation may make an uninformed investment decision
- 68If we fail to maintain effective internal controls over financial reporting, then the price of the Common Stock may be adversely affected
- 69The costs of being a public company could result in us being unable to continue as a going concern
- 70Fluctuations in our tax obligations and effective tax rate may have a negative effect on our operating results
- 71We could be subject to changes in tax rates, adoption of new tax laws, additional tax liabilities, or increased volatility in our effective tax rate51% rewritten
Risks Related to Doing Business in Hong Kong
- 72On December 2, 2021, the SEC issued amendments to finalize interim final rules previously adopted in March 2021 to implement the submission and disclosure requirements of the HFCAA34% rewritten
- 73The Chinese government, in general, could exercise significant oversight and discretion over the conduct of our business and has made statements indicating an intent to exert more oversight and control over offerings that are conducted overseas and over foreign investment in China-based issuers
- 74Greater oversight by the CAC over data security, particularly for companies seeking to list on a foreign exchange, could adversely impact our business and our offering
- 75In the future, YYEM may be subject to PRC laws and regulations, including those regarding corporate structure, overseas listings, data- and cybersecurity, and anti-monopoly concerns, which could result in a material negative impact on its operations and the value of the securities we are registering for sale
- 76Even though most of YYEM’s revenue is generated outside Hong Kong, any adverse changes in the economic, political, legal, and social conditions of Hong Kong could lead to an adverse impact on the demand for YYEM’s services and result in deteriorating financial performance of the Company
- 77The Law of the PRC on Safeguarding National Security in the Hong Kong Special Administrative Region (the “Hong Kong National Security Law”) could impact YYEM’s operations in Hong Kong
Risks Related to Ownership of Our Shares
- 78Our stock price may be volatile, or may decline regardless of our operating performance, and you could lose all or part of your investment as a result
- 79If any of the foregoing occurs, it could cause our stock price to fall and may expose us to securities class action litigation that, even if unsuccessful, could be costly to defend and a distraction to management
- 80The price of our Common Stock may continue to be especially volatile, and if the benefits of any particular acquisition do not meet the expectations of investors, stockholders, or financial analysts, the market price of our Common Stock may decline46% rewritten
- 81We do not intend to pay dividends on the shares of our Common Stock21% rewritten
- 82The market price of our Common Stock could decline due to sales of a large number of shares of Common Stock in the market or the perception that such sales could occur. This could make it more difficult to raise funds through future offerings of Common Stock
- 83If securities or industry analysts do not publish research, or they publish inaccurate or unfavorable research about our business, our stock price and trading volume could decline
- 84The Company may someday have large shareholders able to exert significant influence on the Company, and their interests may conflict with the interests of other shareholders45% rewritten
- 85Our stockholders may not be able to enforce judgments entered by United States courts against certain of our officers and directors50% rewritten
Other Airwa 10-Ks
- 2025 10-K risk factors
50 risks. Substantially all revenue depends on third-party licensing arrangements, particularly for YYEM brands.
Filed Aug 13, 2025
About this page
Item 1A of the 10-K on EDGAR was split into its risk factors and, where the company's previous 10-K is on file, each heading was matched to last year's and the text compared word for word. The headings are the filing's own. The one-line readings and the overview were written by a language model from the text of the new, dropped, and rewritten risks; they refer to risks by position and cannot misquote a heading.