AiRWA Inc. (YYAI) agrees to $50M Best Life acquisition with revenue earn-outs
Rhea-AI Filing Summary
AiRWA Inc. has entered into a definitive share purchase agreement with Nova Innovation Tech Ltd to acquire a 97% interest in Hongkong Best Life Trade Co., Limited through a BVI holding company. The transaction includes a $50 million Base Consideration, payable in USDT (Tether) or cash, plus additional earn-out payments tied to Best Life’s future revenue.
AiRWA will pay $30 million within five business days of signing, receiving all shares of the holding company, and a further $20 million within 90 days of that payment. Earn-outs include $30 million if Best Life generates $10 million of revenue in fiscal 2026 and $50 million if it reaches $25 million in fiscal 2027. Closing is subject to customary conditions.
Best Life is an import-export business serving customers such as Alibaba Health Hong Kong, AlipayHK, Tmall, Taobao, and Cainiao, with operations across Asia, the United Kingdom, and planned subsidiaries in the United States, Canada, and New Zealand. Management projects Best Life’s annual revenue to exceed $100 million within the next three fiscal years. AiRWA describes this acquisition as part of a strategy to diversify and strengthen its revenue base alongside its core AI data training and technology licensing activities. Required financial statements and pro forma information for the acquired business will be filed within 71 calendar days of the required filing date.
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FAQ
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
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Item 1.01. Entry into a Material Definitive Agreement.
On July 27, 2026, AiRWA Inc. (the “Company”) entered into a share purchase agreement (the “Share Purchase Agreement”) with Nova Innovation Tech Ltd, a BVI company (the “Seller”), to acquire all the share capital of Oceancrest Investment Holdings Limited, a BVI holding company (the “Holding Company”), which owns 97% of Hongkong Best Life Trade Co., Limited, a Hong Kong operating company (the “Target”), for $50 million (the “Base Consideration”), payable in USDT (Tether) or cash, with additional earn-out amounts payable if the Target achieves specified revenue targets (the “Transaction”).
The Target is a company historically focused on the import and export of consumer and commercial goods between Japan, Hong Kong, and mainland China. The company also operates through a recent subsidiary in the United Kingdom and is in the process of establishing wholly owned subsidiaries in the United States, Canada, and New Zealand to further expand its international footprint.
Within five business days of signing the Share Purchase Agreement, AiRWA will pay $30 million and receive all of the shares of the Holding Company, giving it a 97% equity interest in the Target. Within 90 days of that payment, AiRWA will pay the Seller the balance of the $50 million Base Consideration. If the Target achieves gross revenue of $10 million for the fiscal year ending December 31, 2026, the Company will make an earn-out payment of $30 million, and if it achieves gross revenue of $25 million for the fiscal year ending December 31, 2027, the Company will make an earn-out payment of $50 million.
The closing of the Transaction is subject to customary conditions set forth in the Share Purchase Agreement.
The foregoing description of the Share Purchase Agreement is a summary of the material terms thereof, does not purport to be complete and is qualified in its entirety by reference to the full text of the Share Purchase Agreement, which is filed with this report as Exhibit 10.1 and incorporated herein by reference.
Item 2.01. Completion of Acquisition or Disposition of Assets.
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.
Item 7.01 Regulation FD Disclosure
On July 27, 2026, the Company issued a press release related to the information described in Item 1.01 above. A copy of the press release is furnished hereto as Exhibit 99.1 and is incorporated herein by reference.
The information contained in this Item 7.01 and Exhibit 99.1, attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be deemed incorporated by reference in any filing with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, or the Securities Act of 1933, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any filings.
Item 9.01 Financial Statements and Exhibits.
(a) Financial statements of businesses acquired.
The financial statements required by this item will be filed by amendment to this Current Report on Form 8-K as soon as practicable, but no later than 71 calendar days after the date this Current Report on Form 8-K is required to be filed.
(b) Pro forma financial information.
The pro forma financial information required by this item will be filed by amendment to this Current Report on Form 8-K as soon as practicable, but no later than 71 calendar days after the date this Current Report on Form 8-K is required to be filed.
The following exhibits are furnished with this Form 8-K:
| Exhibit No. | Description | |
| 10.1 | Share Purchase Agreement, dated July 27, 2026, by and between AiRWA Inc., Hongkong Best Life Trade Co., Limited and Nova Innovation Tech Ltd | |
| 99.1 | Press Release dated July 27, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements contained in this Current Report on Form 8-K other than statements of historical fact are forward-looking statements. Such forward-looking statements include, among other things, statements regarding the Company’s ability to regain compliance with Nasdaq listing standards or receive additional time from Nasdaq to regain compliance if necessary. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. Words such as “believes,” “anticipates,” “plans,” “expects,” “intends,” “will,” “goal,” “potential” and the negative of such terms or other similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Such forward-looking statements are based on the Company’s current expectations and involve assumptions that may never materialize or may prove to be incorrect. Actual results could differ materially from those projected in any forward-looking statements due to numerous risks and uncertainties. Information regarding the foregoing and additional risks may be found in the section entitled “Risk Factors” in documents that the Company files from time to time with the Securities and Exchange Commission. These forward-looking statements are made as of the date of this Current Report on Form 8-K, and the Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
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 27, 2026 | By: | /s/ Thomas Tarala |
Thomas Tarala Chief Executive Officer | ||
Exhibit 99.1
AiRWA Inc. Announces Acquisition of Best Life, an Expanding Import-Export Company, to Complement Its AI Data Training Business
Smyrna, Delaware — July 27, 2026 (GLOBE NEWSWIRE) — AiRWA Inc. (Nasdaq: YYAI) (“AiRWA” or the “Company”) today announced that it has entered into a definitive agreement to acquire Hongkong Best Life Trade Co., Limited (“Best Life”), a rapidly expanding import-export company with operations across multiple international markets. The transaction includes a base purchase price of $50 million, together with contingent earn-out payments based on the achievement of specified financial milestones.
For more than a decade, Best Life has specialized in the import and export of consumer and commercial goods between Japan, Hong Kong, and mainland China. The company also operates through a subsidiary in the United Kingdom and is in the process of establishing wholly owned subsidiaries in the United States, Canada, and New Zealand, further expanding its international footprint.
Best Life’s customer base includes Alibaba Health Hong Kong, AlipayHK, Tmall, Taobao, and Cainiao, with each relationship supported by formal cooperation agreements. The business has demonstrated consistent revenue growth and expects continued expansion over the coming years. Based on current business plans, management projects annual revenue to exceed $100 million within the next three fiscal years.
Under the terms of the agreement, AiRWA will pay $30 million at closing, and $20 million within 90 days of closing, to purchase a 97% interest in Best Life through its holding company. Subject to Best Life achieving revenue targets of $10 million for fiscal year 2026, the Company will make an earn-out payment of $30 million, and if Best Life can achieve revenue of $25 million for fiscal year 2027, the Company will make an earn-out payment of $50 million. This performance-based structure aligns a substantial portion of the purchase consideration with Best Life’s future operating results and reinforces the Company’s disciplined approach to capital allocation. The closing of the acquisition is subject to customary closing conditions set forth in the agreement.
This acquisition represents an important step in AiRWA’s strategy to diversify and strengthen its revenue base while continuing to invest in its core artificial intelligence business. Revenue from the Company’s AI-focused subsidiary, 26 Rafael, continues to perform in line with management’s expectations and remains a key driver of long-term growth.
At the same time, the Company has sought to broaden its business portfolio by adding operations with attractive growth characteristics and exposure to the real economy. The acquisition of Best Life is expected to complement AiRWA’s AI data training business while reducing reliance on technology licensing activities, where counterparty risk has increased, and social media advertising operations, where revenue has remained resilient but profitability has been under pressure. In addition, as the Company continues to evaluate strategic opportunities following delays in its previously announced plans for an RWA-focused exchange joint venture, management believes Best Life’s established operating business and international growth profile provide a compelling strategic fit.
“Our approach to acquisitions is guided by financial discipline, operational performance, and long-term shareholder value,” said Guibao Ji, Chief Financial Officer of AiRWA Inc. “The earn-out structure of this acquisition closely aligns consideration with results while preserving capital and incentivizing continued execution by Best Life’s management team. We believe this transaction strengthens the Company’s revenue diversification strategy, complements our AI-focused businesses, and positions us to pursue sustainable growth across multiple sectors and geographic markets.”
About YYAI
AiRWA Inc. (Nasdaq: YYAI) is an AI-specialist company providing end-to-end full-cycle services designed to empower enterprises to transition seamlessly from raw data to intelligent applications through a closed-loop system of data generation, model refinement, and operational feedback. Through its subsidiary, Yuanyu Enterprise Management Co., Limited, AiRWA also owns advanced patents and proprietary technology for licensing out to partners worldwide for the development of localized digital matchmaking and other technology solutions. The company has been aiming to drive innovation in digital finance through AiRWA Exchange, which is intended to 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 may be identified by the use of words such as “expect,” “anticipate,” “believe,” “may,” “will,” “should,” “plan,” “project,” “intend,” “estimate,” and similar expressions. There can be no assurance that the benefits contemplated by the contract described herein will be achieved. Statements such as these are based on current plans, estimates, and expectations, and involve inherent risks and uncertainties. Factors that could cause actual results to differ include, but are not limited to:
| ● | product development risks; | |
| ● | supply chain conditions; | |
| ● | regulatory approvals; | |
| ● | market acceptance; | |
| ● | competitive dynamics; | |
| ● | the completion of the acquisition; | |
| ● | the effects of 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.