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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
January
30, 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
1.01. Entry into a Material Definitive Agreement.
On January 30, 2026, AiRWA Inc.
(the “Company”) entered into a share purchase agreement (the “Share Purchase Agreement”) with various
sellers (the “Sellers”) to acquire all the share capital of Aberfeldy Holdings Limited (the “Target”),
a Seychelles holding company owning 100% of 26 Rafael Sdn. Bhd., a Malaysian operating company (the “Target Subsidiary”),
for $140,000,000 (the “Consideration”), payable in cash (the “Transaction”).
The Target Subsidiary
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. Its business is structured around five interconnected AI-related modules, together forming
a closed-loop system in which data generation, model refinement, and operational feedback continuously reinforce one another. Its
services are tailored to specialist industries such as healthcare, industrial manufacturing and autonomous driving. The Target
Subsidiary recorded approximately $27 million of revenue over its most recent financial year.
Pursuant
to the Share Purchase Agreement, the Company agreed to purchase, and the Sellers agreed to sell, 10,000 ordinary shares of the Target,
representing all of the issued and outstanding ordinary shares of the Target, for the Consideration. The Transaction closed on January
30, 2026.
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
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 January 30, 2026, by and between AiRWA Inc. and the shareholders of Aberfeldy Holdings Limited |
| 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:
February 5, 2026 |
By: |
/s/
Thomas Tarala |
| |
|
Thomas
Tarala |
| |
|
Chief
Executive Officer |
