AiRWA Inc. Announces $15.69 Million Common Stock Registered Direct Priced At Market Close

Rhea-AI Summary

AiRWA (Nasdaq: YYAI) entered into securities purchase agreements to sell 15,382,378 shares of common stock at $1.02 per share in a registered direct offering for gross proceeds of approximately $15.69 million.

The closing is expected on or about December 22, 2025, subject to customary closing conditions. Net proceeds are intended for a previously announced joint venture, possible corporate acquisitions (no definitive targets disclosed), and working capital. A.G.P./Alliance Global Partners is the sole placement agent. The offering is being made under an effective Form S-3 registration statement (File No. 333-284188).

Positive

• Gross proceeds of $15.69 million
• Registered offering under effective Form S-3
• Sole placement agent engaged: A.G.P./Alliance Global Partners

Negative

• Potential dilution from 15.38 million new shares
• Proceeds earmarked for acquisitions without definitive targets

Key Figures

Shares offered 15,382,378 shares Common stock in registered direct offering

Offering price $1.02 per share Purchase price in registered direct offering

Gross proceeds $15.69 million Before commissions and expenses from offering

Expected closing date December 22, 2025 Anticipated closing of registered direct offering

Form S-3 file number 333-284188 Effective shelf registration statement reference

Form S-3 effective date June 11, 2025 Date registration statement became effective

Market Reality Check

$1.05 Last Close

Volume Volume 1,603,919 is 0.55x the 20-day average of 2,919,499 shares. low

Technical Price at $1.02, trading below 200-day MA of $62.09 after extreme 52-week decline.

Peers on Argus

YYAI gained 15.7%, while key peers like MMA, HWH, GDHG, AOUT, and JAKK showed only modest positive moves (all near flat-to-low-single-digit gains), indicating today’s move was stock-specific rather than sector-driven.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Oct 23	Reverse stock split	Negative	-50.6%	1-for-50 reverse split to address Nasdaq minimum bid price.
Oct 07	Crypto exchange update	Positive	-92.8%	Receipt of $30M Solana tokens and successful tokenized equity tests.
Oct 06	Rebrand and funding	Positive	+9.6%	Name change to AiRWA and confirmed $100M investment into exchange.
Sep 24	Security partnership	Positive	+8.9%	Contract with Inca Digital to enhance exchange security and compliance.
Aug 29	JV agreement	Positive	-16.0%	$500M definitive joint-venture agreement to launch aiRWA platform.

Pattern Detected

News-driven moves have been volatile and mixed: some major partnership and rebranding announcements led to gains, while other seemingly positive crypto/joint-venture updates saw sharp declines, suggesting inconsistent alignment between narrative and price.

Recent Company History

Over the last six months, YYAI transitioned from Connexa Sports to AiRWA Inc., pivoting to Web3 and tokenized finance. Key milestones included a $500 million joint venture with JuCoin, security and compliance contracts, and a confirmed $100 million investment with $30 million in Solana tokens. Despite these, price reactions ranged from gains near +9% to steep selloffs over -90%. The recent 1-for-50 reverse split on Oct 27 underscores efforts to maintain listing while navigating this strategic shift.

Market Pulse Summary

This announcement details a registered direct sale of 15,382,378 shares at $1.02, raising $15.69 million in gross proceeds to support a joint venture, potential acquisitions, and working capital. It follows a period of significant change, including a 1-for-50 reverse split and large joint-venture commitments. Investors may focus on how efficiently these new funds are deployed versus prior Web3 and tokenization initiatives, as well as upcoming SEC filings that clarify operating performance and expenses.

Key Terms

registered direct offering financial

"pursuant to a registered direct offering, resulting in gross proceeds"

A registered direct offering is a way for a company to sell new shares of its stock directly to select investors with regulatory approval. This method allows the company to raise funds quickly and efficiently without needing a public auction, similar to offering exclusive access to a limited number of buyers. For investors, it often provides an opportunity to purchase shares at a favorable price, while giving the company immediate access to capital.

shelf registration statement regulatory

"pursuant to an effective shelf registration statement on Form S-3"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

form s-3 regulatory

"shelf registration statement on Form S-3 (File No. 333-284188)"

Form S-3 is a legal document companies use to register their stock sales with the government, making it easier and faster for them to raise money by selling shares to investors. It’s like having a pre-approved shopping list that lets a company quickly sell new shares when they need funds, without going through a lengthy approval process each time.

prospectus supplement regulatory

"A prospectus supplement and the accompanying prospectus relating to the"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

AI-generated analysis. Not financial advice.

Smyrna, Delaware, Dec. 19, 2025 (GLOBE NEWSWIRE) -- AiRWA Inc. (Nasdaq: YYAI) (the “Company”), a technology licensing company developing a next-generation RWA-focused exchange for the trading of tokenized U.S. equities, today announced that it has entered into securities purchase agreements with investors for the purchase and sale of 15,382,378 shares of common stock at a purchase price of $1.02 per share, pursuant to a registered direct offering, resulting in gross proceeds of approximately $15.69 million, before deducting placement agent commissions and other offering expenses. The closing of the offering is expected to occur on or about December 22, 2025, subject to the satisfaction of customary closing conditions.

The Company intends to use the net proceeds for the furtherance of a previously announced joint venture, for corporate acquisitions (although we do not currently have any definitive plans to acquire any specific entities or assets) and for working capital and other general corporate purposes.

A.G.P./Alliance Global Partners is acting as the sole placement agent for the offering.

This offering is being made pursuant to an effective shelf registration statement on Form S-3 (File No. 333-284188) which became effective on June 11, 2025. The offering is made only by means of a prospectus which is part of the effective registration statement. A prospectus supplement and the accompanying prospectus relating to the registered direct offering will be filed with the Securities and Exchange Commission (the “SEC”) and will be available on the SEC's website located at http://www.sec.gov. Additionally, electronic copies of the prospectus supplement and the accompanying prospectus may be obtained, when available, from A.G.P./Alliance Global Partners, 590 Madison Avenue, 28th Floor, New York, NY 10022, or by telephone at (212) 624-2060, or by email at prospectus@allianceg.com.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation, or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

About YYAI

AiRWA Inc. (Nasdaq: YYAI), through its majority-owned subsidiary, Yuanyu Enterprise Management Co., Limited, owns advanced patents and proprietary technology licensed to partners worldwide, enabling localized digital matchmaking and other technology solutions. The company is also active in the Web3 space, driving innovation in digital finance through AiRWA Exchange, which will focus on the tokenization of real-world assets (RWA), particularly tokenized U.S. stocks.

YYAI Contact Information

Email: info@yuanyuenterprise.com
Website: www.yuanyuenterprise.com

Forward-Looking Statements

This press release contains forward-looking statements. Statements that are not historical facts, including statements about beliefs or expectations, are forward-looking statements. These statements are based on current plans, estimates, and expectations, and involve inherent risks and uncertainties. Actual results may differ materially due to various factors, including:

• volatility related to the Company’s relatively low public float;
• the effects of prior acquisitions and divestitures on current and future business operations;
• strategic and operational uncertainties;
• risks associated with potential litigation, financing transactions, or acquisitions;
• macroeconomic, competitive, legal, regulatory, tax, and geopolitical factors; and
• other risks detailed in the Company’s filings with the SEC, including its Annual Report on Form 10-K for the fiscal year ended April 30, 2025.

Forward-looking statements speak only as of the date they are made. Neither the Company nor any other person undertakes to update any forward-looking statements, except as required by law.

FAQ

How many shares is AiRWA (YYAI) selling in the December 2025 registered direct offering?

AiRWA is selling 15,382,378 shares of common stock in the registered direct offering.

What price per share and total gross proceeds did AiRWA (YYAI) announce on December 19, 2025?

The company announced a purchase price of $1.02 per share for gross proceeds of approximately $15.69 million.

When is the closing date for AiRWA's (YYAI) registered direct offering?

The closing is expected to occur on or about December 22, 2025, subject to customary closing conditions.

What will AiRWA (YYAI) use the net proceeds from the offering for?

The company intends to use net proceeds for a previously announced joint venture, potential corporate acquisitions, and working capital and general corporate purposes.

Who is the placement agent for AiRWA's (YYAI) offering and under what registration is it made?

A.G.P./Alliance Global Partners is the sole placement agent and the offering is made under an effective Form S-3 (File No. 333-284188).