# AIRWA INC. (YYAI) — merger/definitive [completed]
Source: SEC API (secapi.ai) · situation sit_7241fdaf39e517063087 · retrieved 2026-08-11T16:10:44.767Z

## Overview
AiRWA Inc. is an AI-specialist company providing end-to-end data generation, model refinement, and operational feedback services; it also owns advanced patents and proprietary technology for licensing and has been developing an RWA-focused exchange.

AiRWA Inc. entered into a definitive share purchase agreement on July 27, 2026, to acquire a 97% equity interest in Hongkong Best Life Trade Co., Limited (an import-export company operating across Japan, Hong Kong, mainland China, the UK, and expanding to the US, Canada, and New Zealand) through its holding company Oceancrest Investment Holdings Limited. The base purchase price is $50 million, payable in USDT (Tether) or cash: $30 million within five business days of signing, and the remaining $20 million within 90 days. Additional earn-out payments are contingent on revenue targets: $30 million if the Target achieves $10 million gross revenue for fiscal year 2026, and $50 million if it achieves $25 million gross revenue for fiscal year 2027.

## Terms
- Counterparty: Nova Innovation Tech Ltd · Consideration: mixed · Stake: 97%

## Key dates
- Completed 2026-07-27

## Timeline
- 2026-07-27 · 8-K (0001493152-26-034704): 8-K - AIRWA INC. — *AiRWA Inc. is an AI-specialist company providing end-to-end data generation, model refinement, and operational feedback services; it also owns advanced patents and proprietary technology for licensing and has been developing an RWA-focused exchange.* AiRWA Inc. entered into a definitive share purchase agreement on July 27, 2026, to acquire a 97% equity interest in Hongkong Best Life Trade Co., Limited (an import-export company operating across Japan, Hong Kong, mainland China, the UK, and expanding to the US, Canada, and New Zealand) through its holding company Oceancrest Investment Holdings Limited. The base purchase price is $50 million, payable in USDT (Tether) or cash: $30 million within five business days of signing, and the remaining $20 million within 90 days. Additional earn-out payments are contingent on revenue targets: $30 million if the Target achieves $10 million gross revenue for fiscal year 2026, and $50 million if it achieves $25 million gross revenue for fiscal year 2027.
  https://www.sec.gov/Archives/edgar/data/1674440/0001493152-26-034704.txt

## Citations
- 0001493152-26-034704 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000149315226034704