AiRWA Inc.

Item 1.01. Entry into a Material Definitive Agreement. On July 27, 2026, AiRWA Inc. (the “ Company ”) entered into a share purchase agreement (the “ Share Purchase Agreement ”) with Nova Innovation Tech Ltd, a BVI company (the “ Seller ”), to acquire all the share capital of Oceancrest Investment Holdings Limited, a BVI holding company (the “ Holding Company ”), which owns 97% of Hongkong Best Life Trade Co., Limited, a Hong Kong operating company (the “ Target ”), for $50 million (the “ Base Consideration ”), payable in USDT (Tether) or cash, with additional earn-out amounts payable if the Target achieves specified revenue targets (the “ Transaction ”). The Target is a company historically focused on the import and export of consumer and commercial goods between Japan, Hong Kong, and mainland China. The company also operates through a recent subsidiary in the United Kingdom and is in the process of establishing wholly owned subsidiaries in the United States, Canada, and New Zealand to further expand its international footprint. Within five business days of signing the Share Purchase Agreement, AiRWA will pay $30 million and receive all of the shares of the Holding Company, giving it a 97% equity interest in the Target. Within 90 days of that payment, AiRWA will pay the Seller the balance of the $50 million Base Consideration. If the Target achieves gross revenue of $10 million for the fiscal year ending December 31, 2026, the Company will make an earn-out payment of $30 million, and if it achieves gross revenue of $25 million for the fiscal year ending December 31, 2027, the Company will make an earn-out payment of $50 million. The closing of the Transaction is subject to customary conditions set forth in the Share Purchase Agreement. 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 7.01 Regulation FD Disclosure On July 27, 2026, the Company issued a press release related to the information described in Item 1.01 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.