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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
October
22, 2025
Date
of Report (Date of earliest event reported)
(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
October 22, 2025, AiRWA Inc. (the “Company”) entered into a share purchase agreement (the “Share Purchase
Agreement”) with Hongyu Zhou, the Chairman of the Company (the “Seller”), to acquire from the Seller 30% of the share capital of Yuanyu Enterprise Management Co., Limited (“YYEM”), a Hong Kong company and our operating
subsidiary in which we held a 70% equity interest prior to this date, for $36,000,000 (the “Share Purchase Consideration”),
payable in cash (the “Transaction”).
YYEM, which owns various patents
and proprietary technology and engages principally in the licensing of technology, has been the Company’s sole operating subsidiary
since November 21, 2024. Because of Mr. Zhou’s interest in the Transaction as the Chairman of the Company and as the Seller, the
Transaction was considered and approved by the members of the Audit Committee of the Company’s board of directors, who reviewed,
among other things, a valuation report from an independent third party. Following the Transaction, the Company will consolidate 100% of
the revenue generated by YYEM rather than the 70% it currently consolidates.
Pursuant
to the Share Purchase Agreement, the Company has agreed to purchase, and the Seller has agreed to sell, 3,000 ordinary shares of
YYEM (the “YYEM Shares”), representing 30% of the issued and outstanding ordinary shares of YYEM, for the Share
Purchase Consideration. The Share Purchase Agreement may be terminated (i) by mutual written consent of the Company and the Seller,
(ii) upon a material breach of the Share Purchase Agreement by either party, or (iii) if the Transaction has not been consummated
within 90 days from the date of the Share Purchase Agreement.
The
Transaction is expected to close on or about October 31, 2025, subject to the satisfaction of customary closing conditions.
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
9.01 Financial Statements and Exhibits.
The
following exhibits are furnished with this Form 8-K:
| Exhibit
No. |
|
Description |
| 10.1 |
|
Share Purchase Agreement, dated October 22, 2025, by and between AiRWA Inc. and Hongyu Zhou |
| 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:
October 27, 2025 |
By: |
/s/
Thomas Tarala |
| |
|
Thomas
Tarala
Chief
Executive Officer |
