AIRWA INC. 8K

AiRWA Inc. agreed to acquire 100% of Oceancrest Investment Holdings Limited, and thereby a 97% stake in Hongkong Best Life Trade Co., Limited, for $50 million plus up to $80 million in revenue‑based earn‑outs, with consideration payable in cash or USDT.

AiRWA Inc., a Delaware corporation, entered into a Share Purchase Agreement dated July 27, 2026 with Nova Innovation Tech Ltd, a British Virgin Islands company, to acquire from Nova all 50,000 ordinary shares of Oceancrest Investment Holdings Limited, which in turn holds 97% of Hongkong Best Life Trade Co., Limited, an international import‑export business. The base purchase price for the Oceancrest shares is $50,000,000, of which $30,000,000 is payable within five business days of the agreement as a partial payment at closing and the $20,000,000 balance is due within 90 days, with payments permitted in either U.S. dollars or Tether (USDT). The agreement also provides for contingent earn‑out payments to the seller of $30,000,000 if the Company’s gross revenue exceeds $10,000,000 in fiscal 2026 and $50,000,000 if gross revenue exceeds $25,000,000 in fiscal 2027, each payable within 30 days after AiRWA files its corresponding Form 10‑K. The contract includes customary representations, warranties, interim operating covenants, closing conditions, and capped indemnification obligations, and is structured so that, upon closing, AiRWA effectively acquires a 97% controlling interest in Hongkong Best Life Trade Co., Limited through the holding company.

Filing Facts

CIK

1674440

Ticker

-

Form

8K

Source Type

sec

Accession

0001493152-26-034704

Alert Tier

8