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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 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.