AiRWA Inc. (Nasdaq: YYAI) closes Best Life acquisition with $30 million paid at closing

Q: What acquisition did AiRWA Inc. (YYAI) report on July 30, 2026?

AiRWA Inc. completed the acquisition of Hongkong Best Life Trade Co., Limited, a rapidly expanding import-export company operating across multiple international markets, by acquiring 100% of the issued shares of its holding company and obtaining a 97% equity interest in Best Life.

Q: How much is AiRWA Inc. (YYAI) paying for the Best Life acquisition?

At closing, AiRWA paid the seller US$30 million in USDT and the remaining US$20 million of the base purchase price is payable within 90 days of closing. The acquisition consideration also includes contingent earn-out payments tied to specified revenue milestones.

Q: How will Best Life operate after its acquisition by AiRWA Inc. (YYAI)?

Following closing, Best Life will continue under its existing management team while collaborating with AiRWA to seek operational synergies, international expansion opportunities, and implementation of enhanced corporate governance and reporting processes across the combined operations.

Q: When will AiRWA Inc. (YYAI) file Best Life’s financial statements and pro forma data?

AiRWA plans to file the acquired business’s financial statements and required pro forma financial information by amendment, no later than 71 calendar days after the date the related current report was required to be filed with the SEC.

Filing Impact

(Very High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

AiRWA Inc. completed its previously announced acquisition of Hongkong Best Life Trade Co., Limited on July 30, 2026. At closing, the company paid the seller US$30 million in USDT and acquired 100% of the issued shares of Best Life’s holding company, resulting in a 97% equity interest in Best Life. The remaining US$20 million of the base purchase price is payable within 90 days of closing under the acquisition agreement, and the consideration also includes contingent earn-out payments tied to specified revenue milestones.

Best Life is described as a rapidly expanding import-export company operating across multiple international markets. It will continue under its existing management while working with AiRWA to pursue operational collaboration, international expansion and enhanced governance and reporting. AiRWA positions the acquisition as part of its strategy to diversify and strengthen its revenue base while continuing to invest in its core artificial intelligence business.

Required financial statements of the acquired business and related pro forma financial information will be filed by amendment no later than 71 calendar days after the initial report was required. A press release summarizing the transaction is furnished as an exhibit.

Filing Explained

This July 30 Form 8-K corrects the July 27 report: its Item 9.01(a) and (b) references were mistaken because the Best Life acquisition had not yet closed then; the required acquired-business financial statements and pro forma information remain due by amendment within 71 calendar days.

8-K Event Classification

3 items: 2.01, 7.01, 9.01

3 items

Item 2.01 Completion of Acquisition or Disposition of Assets Financial

The company completed a significant acquisition or sale of business assets.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Initial closing payment: US$30 million in USDT Deferred base purchase price: US$20 million Equity interest acquired: 97% equity interest +1 more

4 metrics

Initial closing payment US$30 million in USDT Paid to the seller at closing on July 30, 2026

Deferred base purchase price US$20 million Payable within 90 days of closing under the acquisition agreement

Equity interest acquired 97% equity interest Resulting ownership stake in Hongkong Best Life Trade Co., Limited

Amendment filing window 71 calendar days Period to file acquired business financials and pro forma information

Key Terms

contingent earn-out payments, pro forma financial information, emerging growth company, tokenization of real-world assets

4 terms

contingent earn-out payments financial

"The acquisition consideration includes additional contingent earn-out payments tied to revenue milestones."

Contingent earn-out payments are extra sums promised by a buyer to a seller after an acquisition, paid only if the business meets specific future targets such as revenue, profit, or product milestones. They act like a performance-based bonus that shares risk: sellers can get more for strong results, while buyers avoid overpaying up front if outcomes are uncertain. Investors care because earn-outs affect future cash needs, reported value, and incentives that can change a company’s performance and financial forecasts.

pro forma financial information financial

"The pro forma financial information required by this item will be filed by amendment."

Pro forma financial information are adjusted financial numbers that show how a company’s results might look after a specific event or after removing one-time items, like a cleaned-up or “what if” version of its earnings. Investors use these figures to compare performance, judge future profitability, or evaluate the impact of mergers, restructurings or large transactions, but they require scrutiny because adjustments can make results look rosier than standard accounting statements.

emerging growth company regulatory

"405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 ... Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

tokenization of real-world assets financial

"intended to focus on the tokenization of real-world assets (RWA), particularly tokenized U.S. stocks."

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 07/30/2026 - 01:55 PM Accepted by SEC EDGAR 07/30/2026 - 12:00 AM

FAQ

What acquisition did AiRWA Inc. (YYAI) report on July 30, 2026?

AiRWA Inc. completed the acquisition of Hongkong Best Life Trade Co., Limited, a rapidly expanding import-export company operating across multiple international markets, by acquiring 100% of the issued shares of its holding company and obtaining a 97% equity interest in Best Life.

How much is AiRWA Inc. (YYAI) paying for the Best Life acquisition?

At closing, AiRWA paid the seller US$30 million in USDT and the remaining US$20 million of the base purchase price is payable within 90 days of closing. The acquisition consideration also includes contingent earn-out payments tied to specified revenue milestones.

What ownership stake in Best Life does AiRWA (YYAI) obtain through this deal?

By acquiring 100% of the issued shares of Best Life’s holding company, AiRWA gains a 97% equity interest in Hongkong Best Life Trade Co., Limited. The remaining 3% represents minority ownership that is not acquired in this transaction.

How will Best Life operate after its acquisition by AiRWA Inc. (YYAI)?

Following closing, Best Life will continue under its existing management team while collaborating with AiRWA to seek operational synergies, international expansion opportunities, and implementation of enhanced corporate governance and reporting processes across the combined operations.

When will AiRWA Inc. (YYAI) file Best Life’s financial statements and pro forma data?

AiRWA plans to file the acquired business’s financial statements and required pro forma financial information by amendment, no later than 71 calendar days after the date the related current report was required to be filed with the SEC.

What strategic goals does the Best Life acquisition support for AiRWA Inc. (YYAI)?

AiRWA states that the acquisition is a step in its strategy to diversify and strengthen its revenue base while it continues investing in its core artificial intelligence business, aiming to combine Best Life’s import-export operations with AiRWA’s broader technology-focused growth plans.

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 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 2.01. Completion of Acquisition or Disposition of Assets.

On July 30, 2026, AiRWA Inc. (the “Company”) completed the acquisition of Hongkong Best Life Trade Co., Limited (“Best Life”) that was signed and announced on July 27, 2026. On July 30, 2026, the Company paid the seller US$30 million in USDT and received 100% of the issued shares of Best Life’s holding company, giving the Company a 97% equity interest in Best Life. The remaining US$20 million of the base purchase price is payable within 90 days of the closing in accordance with the terms of the acquisition agreement. The acquisition consideration includes additional contingent earn-out payments tied to the achievement of previously disclosed revenue milestones.

Item 7.01 Regulation FD Disclosure

On July 30, 2026, the Company issued a press release related to the information described in Item 2.01 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. The Item 9.01(a) reference in the Company’s Current Report on Form 8-K filed on July 27, 2026 was mistaken because the Company had not yet completed the acquisition of Best Life.

(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 Item 9.01(b) reference in the Company’s Current Report on Form 8-K filed on July 27, 2026 was mistaken because the Company had not yet completed the acquisition of Best Life.

(d) Exhibits.

The following exhibits are furnished with this Form 8-K:

Exhibit No.		Description
99.1		Press Release dated July 30, 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 30, 2026	By:	/s/ Thomas Tarala
		Thomas Tarala Chief Executive Officer

Exhibit 99.1

AiRWA Inc. Announces Completion of Acquisition of Best Life

Smyrna, Delaware — July 30, 2026 (GLOBE NEWSWIRE) — AiRWA Inc. (Nasdaq: YYAI) (“AiRWA” or the “Company”) today announced that it has completed its previously announced acquisition of Hong Kong Best Life Trade Co., Limited (“Best Life”), a rapidly expanding import-export company with operations across multiple international markets.

On July 30, 2026, AiRWA completed the closing of the transaction by paying the seller $30 million in USDT and acquiring 100% of the issued shares of Best Life’s holding company, giving the Company a 97% equity interest in Best Life. The remaining $20 million of the base purchase price is payable within 90 days of the closing in accordance with the terms of the acquisition agreement. The acquisition consideration includes additional contingent earn-out payments tied to the achievement of previously disclosed revenue milestones.

This acquisition represents another step in AiRWA’s strategy to diversify and strengthen its revenue base while continuing to invest in its core artificial intelligence business.

Following the closing, Best Life will continue to operate under its existing management team while working with the Company to identify opportunities for operational collaboration, international expansion, and the implementation of appropriate corporate governance and reporting processes.

“We are pleased to complete this acquisition and welcome the Best Life team to AiRWA,” said Guibao Ji, Chief Financial Officer of the Company. “Our immediate priority is a smooth integration while supporting Best Life’s continued growth and preserving the strengths of its business. We believe this acquisition enhances the diversity of our revenue base and provides a solid platform for disciplined, long-term growth.”

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 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.

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

5 documents