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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of The Securities Exchange Act of 1934
July
10, 2026
Date
of Report (Date of earliest event reported)
AiRWA
INC.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
1-41423 |
|
61-1789640 |
| (State or other jurisdiction |
|
(Commission |
|
(IRS Employer |
| of incorporation) |
|
File Number) |
|
Identification No.) |
74
E. Glenwood Ave., #320
Smyrna,
DE 19977
(Address
of principal executive offices, including Zip Code)
(646)
453-0678
(Registrant’s
telephone number, including area code)
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common Stock, $0.001 par
value |
|
YYAI |
|
Nasdaq
Capital Market |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On
July 10, 2026, Chenlong Liu, a director of AiRWA Inc. (the “Company”), resigned from the board of directors of the
Company (the “Board”), effective immediately. Mr. Liu did not resign on account of any disagreement with the Company
on any matter relating to its operations, policies, or practices.
On
July 15, 2026, in accordance with the recommendation of the Nominating and Corporate Governance Committee of the Board, the Board appointed
Guibao Ji, the Chief Financial Officer of the Company, and Alejandro Quiles to the Board.
Mr.
Quiles will serve as the chairman of the Compensation Committee, and a member of the Nominating and Corporate Governance Committee and
the Audit Committee. The Board has determined that Mr. Quiles is an independent director as defined in Nasdaq Rule 5605(a)(2) and SEC
Rule 10A-3.
On
the same day, the Company entered into a Director Service and Indemnity Agreement (each, a “Director Agreement”) with
each of Mr. Ji and Mr. Quiles. Pursuant to their respective Director Agreements, Mr. Ji will not receive additional compensation, beyond
his compensation as Chief Financial Officer, for his service on the Board, and Mr. Quiles will receive as compensation for his service
on the Board and its committees cash compensation of $15,000 per financial quarter as payment in arrear.
The
foregoing description of the terms of the Director Agreements does not purport to be complete and is qualified in its entirety by reference
to the full text of the Director Agreements filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and incorporated herein
by reference.
Family
Relationships
Neither
Mr. Ji nor Mr. Quiles has a family relationship with any of the current officers or directors of the Company.
Related-Party
Transactions
There
are no related-party transactions with regard to Mr. Ji or Mr. Quiles reportable under Item 404(a) of Regulation S-K.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits:
| Exhibit
No. |
|
Description |
| 10.1 |
|
Director Service and Indemnity Agreement, July 15, 2026, by and between AiRWA Inc. and Guibao Ji |
| 10.2 |
|
Director Service and Indemnity Agreement, July 15, 2026, by and between AiRWA Inc. and Alejandro Quiles |
| 104 |
|
Cover Page Interactive Data File (embedded within the
Inline XBRL document) |
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
AiRWA
INC. |
| |
a Delaware corporation |
| |
|
|
| Dated: July 16, 2026 |
By: |
/s/
Thomas Tarala |
| |
|
Thomas
Tarala
Chief
Executive Officer |
