YYAI 8-K
Airwa Inc. (YYAI)
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 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.
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.
(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 following exhibits are furnished with this Form 8-K:
| Exhibit No. | Description | |
| 10.1 | Share Purchase Agreement, dated July 27, 2026, by and between AiRWA Inc., Hongkong Best Life Trade Co., Limited and Nova Innovation Tech Ltd | |
| 99.1 | Press Release dated July 27, 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 27, 2026 | By: | /s/ Thomas Tarala |
Thomas Tarala Chief Executive Officer | ||
Exhibit 10.1
SHARE PURCHASE AGREEMENT
This Share Purchase Agreement (this “Agreement”), dated as of July 27, 2026, is entered into by and among Hongkong Best Life Trade Co., Limited, a Hong Kong limited company (the “Company”); Nova Innovation Tech Ltd, a company with limited liability organized and existing under the laws of the British Virgin Islands (“Seller”); and AiRWA Inc., a Delaware corporation (“Buyer”).
PREAMBLE
WHEREAS:
A. The Company is an import-export business, working with noteworthy counterparties and brands, historically with its operations focused on Japan, Hong Kong, and China but with subsidiaries now open in, or being opened in, the United Kingdom, the United States, Canada, and New Zealand (the “Company Business”).
B. Seller is the holder of 50,000 ordinary shares (the “Shares”), constituting 100% of the issued and outstanding shares of Oceancrest Investment Holdings Limited, a company with limited liability organized and existing under the laws of the British Virgin Islands (the “Holding Company”).
C. The Holding Company is the holder of 9,700 ordinary shares, constituting 97% of the issued and outstanding shares, of the Company.
D. Seller wishes to sell to Buyer, and Buyer wishes to purchase from Seller, all of the Shares so that, through the Holding Company, Buyer will own a 97% equity interest in the Company.
E. To align a portion of consideration with the future financial performance of the Company, the parties agree that an earn-out is appropriate, whereby additional sums will be payable to Seller only if the financial results of the Company meet certain defined thresholds.
NOW, THEREFORE, in consideration of the mutual covenants, agreements, representations, and warranties contained in this Agreement, the parties hereto agree as follows:
AGREEMENT
ARTICLE I
PURCHASE AND SALE OF SHARES
1.01 Purchase and Sale of Shares. Upon the terms and subject to the conditions set forth in this Agreement:
(a) Within five Business Days of this Agreement (the “Closing Date”), Seller will sell, convey, transfer, assign, and deliver to Buyer the Shares, free and clear of all liens, encumbrances, and adverse claims, and Buyer will deliver $30,000,000 (the “Partial Payment”) toward the base purchase price of $50,000,000 for the Shares (the “Base Purchase Price”). (All currency amounts in this Agreement are expressed in U.S. dollars except where specified.)
(b) No later than 90 days after the Closing Date (the “Balance Payment Date”), Buyer will deliver to Seller the remainder of the Base Purchase Price.
1.02 Closing.
(a) On the Closing Date, Buyer shall make the Partial Payment by delivery of either (i) Qualified Digital Assets (which, for the purposes of this Agreement, shall be Tether, otherwise known as USDT) to an account or wallet address designated by Seller) or (ii) U.S. dollars.
(b) Also on the Closing Date, Seller shall deliver or cause to be delivered the Shares in the name of Buyer or such persons or entities as may be named by Buyer.
(c) On the Balance Payment Date, Buyer shall pay to Seller the remainder of the Base Purchase Price by delivery of either (i) Qualified Digital Assets or (ii) U.S. dollars.
1.03 Earn-Out
(a) If the gross revenue of the Company exceeds $10,000,000 for fiscal year 2026, Buyer shall deliver to Seller $30,000,000 within 30 days of the consolidated financial statements of the Buyer being filed with the U.S. Securities and Exchange Commission on Form 10-K or on such other date as may be agreed between the parties.
(b) If the gross revenue of the Company exceeds $25,000,000 for fiscal year 2027, Buyer shall deliver to Seller $50,000,000 within 30 days of the consolidated financial statements of the Buyer being filed with the U.S. Securities and Exchange Commission on Form 10-K or on such other date as may be agreed between the parties.
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND SELLER
Except as set forth in the correspondingly numbered Section of the Disclosure Schedules, the Company, the Holding Company, and Seller jointly and severally hereby represent and warrant to Buyer that the statements contained in this Article II are true and correct as of the Closing Date. In this Article II, except in Section 20.5 (Capitalization; Ownership) and Section 2.07 (Financial Statements), the term “the Company” also refers to “the Holding Company”.
2.01 Organization and Qualification. Each of the Company and its subsidiaries, if any, is a corporation duly organized, validly existing, and in good standing in the jurisdiction of its domicile and is qualified to do business as a foreign corporation in each jurisdiction, if any, in which it requires such qualification, except where the failure to be so licensed, qualified, or in good standing would not, individually or in the aggregate have a material adverse effect on the Company Business. Schedule 2.01 is a complete list of the Company’s subsidiaries.
2.02 Power and Authority. The Company and each of its subsidiaries, if any, has the requisite corporate power and authority to own, operate, and lease its properties and assets, and to conduct its business as it is now being conducted.
2.03 Execution and Binding Effect. This Agreement, and all other agreements and instruments executed in connection with this Agreement (collectively, the “Ancillary Agreements”), have been duly and validly executed and delivered by the Company and Seller and (assuming due authorization, execution, and delivery by Buyer) constitute (or upon such execution and delivery will constitute) legal, valid, and binding obligations of the Company and Seller enforceable against the Company and Seller in accordance with their respective terms, subject to laws affecting creditors’ rights and general principles of equity.
2.04 No Breach, Default, Violation or Consent. The execution, delivery, and performance by the Company or Seller of this Agreement and the Ancillary Agreements to which the Company or Seller is a party do not and will not:
(a) violate the Company’s directors’ resolution, shareholders’ resolution, entitled persons agreement or director’s certificate (together, the “Company Resolutions”) resolving to enter into and complete this transaction;
(b) materially breach or result in a material default (or an event which, with the giving of notice or the passage of time, or both, would constitute a material default) under, require any consent under, or give to others any rights of termination, acceleration, suspension, revocation, cancellation or amendment of any Company Agreements (as defined below) or any Company Permits (as defined below) or of any contract, agreement, instrument, or document to which the Company is a party, or by which the Company or its assets are bound, except where the breach, default, non-consent, termination, acceleration, suspension, revocation, cancellation, or amendment would not, individually or in the aggregate, have a material adverse effect on the Company Business;
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(c) breach or otherwise violate any order, writ, judgment, injunction, or decree issued by any governmental entity (each a “Governmental Order”) which names the Company or is directed to the Company or any of their respective assets, except where the breach or violation would not, individually or in the aggregate, have a material adverse effect on the Company Business;
(d) violate any law, rule, regulation, ordinance, or code of any governmental entity (each, a “Governmental Rule”), except where the violation would not, individually or in the aggregate, have a material adverse effect on the Company Business; or
(e) require any consent, authorization, approval, exemption, or other action by, or any filing, registration or qualification with, any person or entity (each, a “Person”), except where Seller’s or the Company’s failure to obtain the consent, authorization, approval, or exemption, or the Company’s failure to take the action, or make the filing, registration, or qualification, would not, individually or in the aggregate, have a material adverse effect on the Company Business.
2.05 Capitalization; Ownership. The authorized capital stock of the Holding Company consists of 50,000 ordinary shares, and the authorized capital stock of the Company consists of 10,000 ordinary shares. There are no outstanding or authorized options, warrants, purchase rights, subscription rights, conversion rights, exchange rights, or other contracts or commitments that could require either the Holding Company or the Company to issue, sell, or otherwise cause to become outstanding any of its capital stock. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or similar rights with respect to the Holding Company or the Company. There are no voting trusts, proxies, or other agreements or understandings with respect to the voting of the capital stock of the Holding Company or the Company. Seller is the sole beneficial owner of the Shares, and the Holding Company is the sole beneficial owner of 97% of the issued and outstanding shares of the Company, and both the Shares and shares of the Company owned by the Holding Company are free and clear of any liens or encumbrances (other than restrictions on transfer under applicable state and federal laws). Seller further represents that such Seller has good and marketable title to the Shares and the right and authority to transfer the Shares to Buyer pursuant to this Agreement and without any third-party consent.
2.06 [Reserved]
2.07 Financial Statements.
(a) The Company has delivered to Buyer correct and complete copies of (i) its audited balance sheet and statements of income, retained earnings, and cash flows as of and for its fiscal years ended December 31, 2024 and 2025, including the footnotes (if any) thereto, and (ii) unaudited internally prepared management accounts showing interim balance sheets and profit and loss statements as of and for each month from January through June 2026 (the “Current Financial Statements” and, together with the items described in clause (i) above, the “Financial Statements”). The Financial Statements fairly present, in all material respects, the financial condition of the Company as at the end of the periods covered thereby, and the results of its operations and the changes in its financial position for the periods covered thereby in accordance with Hong Kong GAAP. Any facts or circumstances which would result in a substantial change to the Financial Statements, if prepared in accordance with IFRS, have been previously disclosed to Buyer in the Schedules to this Agreement, or otherwise disclosed in writing.
(b) Except for the liabilities shown in the Financial Statements, the Company has no liabilities of any kind, whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, and whether due or to become due, including any liability for taxes direct or indirect, other than executory obligations to perform services under Company Agreements that are not required to be set forth in the Financial Statements in accordance with Hong Kong GAAP or IFRS, or accounts payable incurred in the ordinary course of business since the date of the Current Financial Statements.
2.08 Bank Accounts. Schedule 2.08 sets forth a correct and complete list of the names and locations of all banks, trust companies, savings and loan associations and other financial institutions at which the Company maintains accounts of any nature, the type and number of all such accounts and the names of all persons authorized to draw thereon or make withdrawals therefrom.
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2.09 Tax Matters. The Company:
(a) has filed or caused to be filed (or will file or will cause to be filed) all income tax returns and income tax reports required to be filed by the Company for all periods prior to and ended as of the date of this Agreement;
(b) has paid (or will pay) all taxes, interest, penalties, assessments and deficiencies shown to be due on such income tax returns, if any, and reports or claimed to be due by any governmental entity or which the Company is required to withhold on behalf of any other Person;
(c) has adequate reserves and the provisions for taxes on the books of the Company are adequate for all open years and for its current fiscal period up to the Effective Date and properly classify such tax obligations as either current or deferred;
(d) has no knowledge of any proposed assessment of any additional taxes to be imposed against the Company by any governmental entity or of any basis for any such assessment (whether or not reserved against);
(e) is not currently being audited by any governmental entity, and no such audit is pending or, to the Company’s knowledge, threatened;
(f) has not made any tax elections which (i) were in effect in any past year for which the time for audit has not expired, (ii) are currently in effect or (iii) will be in effect at any future time, except for its election to be taxed under Subchapter S of the Internal Revenue Code (if relevant);
(g) has not given any waiver or extension of any period of limitation governing the time of assessment or collection of any tax; and
(h) to the Company’s knowledge, meets all tax requirements applicable to the Company for treatment of any individuals who are not treated as employees and who provide services on behalf of the Company for clients of the Company (“Consultants”) as self-employed consultants; the services of the Company’s Consultants are retained through consulting companies; the Company complies with all requirements regarding tax and FICA-equivalent withholdings, benefits, insurance and workers’ compensation applicable to the Consultants; and there have been no challenges on audit or otherwise as to the status of such persons as self-employed consultants to the Company.
2.10 Litigation. Except as otherwise disclosed in Schedule 2.10, to the Company’s knowledge, there is no pending, threatened investigation, action, or proceeding against the Company, by or before any governmental entity or arbitrator, and Seller have no knowledge of any basis for any such investigation, action or proceeding. Except as otherwise disclosed in Schedule 2.10, there is no pending or, to the Company’s knowledge, threatened investigation, action, or proceeding against the Company or Seller by or before any governmental entity or arbitrator which, if determined adversely to such Seller, would materially and adversely affect its ability to consummate the transactions contemplated hereby, and neither the Company nor Seller has knowledge of any basis for any such investigation, action, or proceeding. Schedule 2.10 sets forth a correct and complete list of each investigation, action, and proceeding described in the preceding sentences, the parties thereto, the alleged basis therefor, the relief sought therein, and the current status thereof.
2.11 Absence of Certain Changes and Events. Except as otherwise disclosed in Schedule 2.11, since December 31, 2025 (the date of the most recently audited financial statements):
(a) the Company has not incurred any material obligation or liability except for normal trade obligations incurred in the ordinary course of business;
(b) no casualty, loss, or damage has occurred with respect to any of the Company’s assets, whether or not the same is covered by insurance;
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(c) the Company has not sold, transferred, or otherwise disposed of any of its assets or any interest therein, or agreed to do any of the foregoing, except for sales of inventory in the ordinary course of business;
(d) the Company has not written off as uncollectible any of its accounts receivable or written down the value of any of its assets outside the normal course of business;
(e) the Company has not waived or released any of its rights with respect to its business or assets or permitted any of such rights to lapse;
(f) no key executive officer or other key employee of the Company has left the Company’s employment;
(g) the Company has not granted, and is not committed to grant, any salary or wage increases to any of its employees, except as occurs in the ordinary course of business when an employee changes client assignments or following regular employee review;
(h) the Company has not made, or committed to make, any capital expenditures in excess of $100,000 in the aggregate;
(i) there has been no payment, discharge, or other satisfaction of any liabilities of the Company, whether direct or indirect, fixed or contingent or otherwise, other than the satisfaction, in the ordinary course of business, of liabilities reflected on the Financial Statements or incurred in the ordinary course of business;
(j) the Company has not introduced any material change with respect to its business, including, without limitation, with respect to services it provides, the areas in which such services are provided, or its accounting methods; and
(k) no material adverse change, and no event which is likely to result in a material adverse change, has, to the Company’s knowledge, occurred or will occur as a result of the consummation of the transactions contemplated in this Agreement.
2.12 Clients. Schedule 2.12 sets forth a correct and complete list of each of the clients of the Company whose business with the Company constituted five percent (5%) or more of the Company’s net revenue during the 12-month period ended December 31, 2025. To the Company’s knowledge, it is not required to provide any material bonding or other financial security arrangements in connection with any of its transactions with any such client. Since January 1, 2026, except in the normal course of business, no such customer has terminated its relationship with, or materially reduced its business with the Company, and to the best of the Company’s knowledge, no such customer intends to terminate its relationship with, or materially reduce its business with, the Company.
2.13 Constituent Documents and Governmental Rules; Legal Compliance. The Company has two shareholders and a sole director and does not have a constitution or shareholders’ agreement. To the best of the Company’s knowledge and belief, the Company is, and has been, in compliance with (a) its constituent or governance documents (to the extent applicable) and (b) all applicable laws, regulations, and governmental rules relating to the Company, its business and its assets. To the Company’s knowledge, it has complied with all applicable laws (including regulations and statutes such as the Hong Kong Companies Ordinance (Cap. 622), to the extent applicable), and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against any of them alleging any failure so to comply.
2.14 Governmental Orders. Schedule 2.14 sets forth a correct and complete list of all outstanding orders, writs, injunctions, decrees, awards, judgments, and rulings entered by or with any governmental body, agency, or authority (collectively, the “Governmental Orders”) which name the Company or are directed to the Company or any of its assets, together with the governmental entity who issued the same and the subject matter thereof. To the Company’s knowledge, the Company is in compliance with all such Governmental Orders, except where any non-compliance would not, individually or in the aggregate, have a material adverse effect on the Company Business.
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2.15 Company Permits. Schedule 2.15 sets forth a correct and complete list of all permits, licenses, franchises, certificates, authorizations, consents, and approvals obtained from or issued by any governmental entity and which are necessary or desirable for the ownership or operation of the Company or the ownership, operation, or use of its assets (collectively, the “Company Permits”), and indicates for each whether any consent from the issuing authority is required in connection with the consummation of the transactions contemplated hereby. The Company Permits have been validly acquired, are in full force and effect, and represent all governmental permits, licenses, franchises, certificates, authorizations, consents, and approvals necessary under applicable Governmental Orders for the Company to carry on its business as now being conducted and to own, operate, or use its assets. To the Company’s knowledge, no violations have been recorded against any such Company Permit, no citation, notice, or warning has been issued by any governmental entity with respect to any such Company Permit, no investigation or hearing has been held by or before any governmental entity with respect to any such Company Permit, the Company has not received any notice from any governmental entity that it intends to cancel, revoke, terminate, suspend, or not renew any such Company Permit and, to the Company’s knowledge, there is no basis for any of the foregoing. To the Company’s knowledge, the Company is in compliance with all such Company Permits, except where any non-compliance would not, individually or in the aggregate, have a material adverse effect on the Company Business.
2.16 Environmental Matters.
(a) No Hazardous Substances (as defined below) have been or are being generated, used, processed, treated, stored, released, transported, or disposed of by the Company;
(b) No Person who has leased, occupied or used any real property now or previously owned, leased, occupied or used by the Company has, to the Company’s knowledge, generated, used, processed, treated, stored, released, or disposed of any Hazardous Substances on such property; and
(c) No event has occurred and no condition exists with respect to the Company or its business or assets which has resulted in, or is likely to result in, any material liability, cost or expense to the Company or any other Person who owns or operates its business or assets under any applicable Environmental Rule (as defined below), and the Company has not received any notice from any governmental entity or other Person of its intention to impose any such liability, cost or expense upon the Company or any such Person.
As used herein, the terms: (i) “Environmental Rule” means any Governmental Orders which relates to Hazardous Substances, pollution or protection of the environment, natural resources or public health or safety, including, without limitation, any Governmental Orders relating to the generation, use, processing, treatment, storage, release, transport, or disposal of Hazardous Substances and any common laws of nuisance, negligence and strict liability relating thereto, together with all rules, regulations and orders issued thereunder, as any of the same may be amended; and (ii) “Hazardous Substance” means any substance which constitutes, in whole or in part, a pollutant, contaminant or toxic or hazardous substance or waste under, or the generation, use, processing, treatment, storage, release, transport, or disposal of which is regulated by, any Governmental Orders.
2.17 Real Property.
(a) Schedule 2.17 sets forth a correct and complete list of (i) all real property currently owned, leased, or used by the Company (collectively, the “Real Property”), (ii) all leases, subleases and other agreements or rights pursuant to which any Person has the right to occupy or use any of the Real Property owned by the Company, and (iii) all leases, subleases, and other agreements or rights pursuant to which the Company has the right to occupy or use any of the Real Property owned by others.
(b) To the Company’s knowledge, all improvements located on the Real Property (including without limitation all water, sewer, gas, electrical, and HVAC systems servicing the same) are in good repair and operating condition.
(c) To the Company’s knowledge, the Real Property: (i) is adequately serviced by all utilities necessary for the conduct of the Company Business as currently conducted thereon; (ii) has adequate means of ingress and egress, either directly or by means of perpetual easements or rights-of-way which run with the Real Property; and (iii) has adequate parking that is sufficient to meet the needs of the Company’s employees and business invitees and to comply with applicable Governmental Rules.
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2.18 Personal Property.
(a) Schedule 2.18 sets forth a correct and complete list of all leases and other agreements pursuant to which the Company leases any equipment, machinery, fixtures, tools, dies, patterns, vehicles, computer hardware or software, or furniture (collectively, the “Equipment”).
(b) To the Company’s knowledge and except for the office telephone system and the copying/scanning machines, all Equipment owned or leased by the Company is in good repair and fair operating condition (ordinary wear and tear excepted), is suitable for the purposes for which it is used and constitutes all Equipment necessary to conduct the Company Business as currently conducted.
(c) Except as otherwise disclosed in Schedule 2.18, all accounts receivable of the Company (i) represent amounts receivable for services actually provided, (ii) are not subject to any material defenses, counterclaims, or rights of setoff, (iii) have been billed and are generally due and payable within 30, 45, or 60 days after billing depending on the client, and (iv) are fully collectible in the ordinary course of business except as set forth in the Financial Statements. Schedule 2.18 sets forth the total amount of the Company’s accounts receivable outstanding as of the Effective Date, together with the aging of such receivables, from the due date thereof, based on the following schedule: (w) 0-30 days; (x) 31-60 days; (y) 61-90 days; and (z) over 90 days.
2.19 Intellectual Property. Schedule 2.19 sets forth a correct and complete list of (a) all patents, registered and unregistered trademarks, service marks, logos, corporate and trade names, and registered and common law copyrights, and all applications therefor, which are owned by or licensed to the Company or are otherwise used by the Company in its business (the “Intellectual Property”), (b) all licenses or other agreements pursuant to which any Person has the right to use any Intellectual Property owned by the Company, (c) all licenses or other agreements, pursuant to which the Company has the right to use any Intellectual Property owned by others, and (d) all consents which must be obtained, all filings which must be made, and all other actions which must be taken in respect of the Intellectual Property in connection with the consummation of the transactions contemplated hereby. The Company has the lawful right to use all of the Intellectual Property, and no such use infringes upon the lawful rights of any other Person. No Person is using any Intellectual Property in a manner which infringes upon the lawful rights of the Company.
2.20 Title to Assets. The Company has good and marketable title to, or a valid leasehold interest in, the properties and assets used by it, located on its premises, or shown on the Closing Balance Sheet delivered to Buyer, or acquired after the Effective Date, free and clear of all liens.
2.21 [Reserved]
2.22 [Reserved]
2.23 Personnel Matters.
(a) Schedule 2.23 sets forth a correct and complete list of (i) all directors and executive officers of the Company, (ii) all other employees of or consultants to the Company whose annual compensation (including bonuses and commissions) during the Company’s fiscal year ended December 31, 2025 was the Hong Kong dollar equivalent of $90,000 or more, (iii) the current job title or relationship to the Company of each such Person described in clauses (i) and (ii) of this Section 2.23, (iv) the amount of compensation (including bonuses and commissions) paid to each such Person during the Company’s fiscal year ended December 31, 2025, and (v) any employee benefits or perquisites available to any such Person that are not generally available to employees of the Company.
(b) Except as otherwise disclosed in Schedule 2.23, the Company is not a party to any employment, consulting or similar agreement, written or oral, with any Person.
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(c) Except as otherwise disclosed in Schedule 2.23, (i) no employees of the Company are represented by any labor union or similar organization, (ii) the Company is not party to any collective bargaining or similar agreement covering any of its employees and (iii) no labor union or similar organization or group of employees has made a demand for recognition, filed a petition seeking a representation proceeding or given the Company notice of any intention to hold an election of a collective bargaining representative at any time during the past three years.
(d) Except as otherwise disclosed in Schedule 2.23, (i) no strike, work stoppage, contract dispute, or other labor disturbance involving any employees of the Company currently exists or, to the Company’s knowledge, is threatened and (ii) no investigation, action or proceeding by or before any governmental entity which relates to allegedly unfair or discriminatory employment or labor practices or the violation of any Governmental Orders relating to employment or labor practices is pending or, to the Company’s knowledge, threatened, and Seller have no knowledge of any basis for any such investigation, action or proceeding.
(e) To the Company’s knowledge, no executive, key employee, or significant group of employees plans to terminate employment with the Company during the next 12 months. The Company has not committed any material unfair labor practice. With respect to this transaction, any notice required under any law or collective bargaining agreement has been given, and all bargaining obligations with any employee representative have been, or, prior to the applicable closing date, will be, satisfied. Within the past 3 years, the Company has not implemented any plant closing or layoff of employees that could implicate any applicable law, and no such action will be implemented without advance notification to Buyer.
(f) Except as otherwise disclosed in Schedule 2.23, the Company does not have any employee benefit plans. Each such employee benefit plan (and each related trust, insurance contract, or fund) has been maintained, funded and administered in accordance with the terms of such employee benefit plan and complies in form and in operation in all material respects with the requirements of any applicable employee benefit plan law.
2.24 Insurance. The Company does not currently maintain insurance policies as the owner, the insured the loss payee, or the beneficiary.
2.25 Indebtedness. Schedule 2.25 sets forth a complete list of all agreements, documents, instruments and securities which are currently in effect and which create, evidence or secure any indebtedness of the Company (exclusive of trade payables) or pursuant to which the Company has guaranteed any indebtedness or other obligations of any other Person, together with the names of the creditors thereunder or beneficiaries thereof, the principal amount owing thereunder or secured or guaranteed thereby, the interest rates payable thereunder and the amortization and maturity thereof.
2.26 Other Material Company Agreements. Schedule 2.26 sets forth a correct and complete list of all bids, offers, leases, licenses, contracts and other business arrangements, written or oral, to which the Company or any of its subsidiaries is a party or by which the Company or any of its assets are bound (collectively, the “Company Agreements”), other than (a) the Company Agreements listed on any of the schedules from Schedule 2.17 through Schedule 2.25, (b) Company Agreements involving the payment by or to the Company, or creating any liability of the Company (whether direct or indirect, fixed, or contingent), of more than $75,000 over the term thereof, and (c) the Company Agreements which are cancellable by the Company on 30 days’ notice or less without any material liability to the Company.
2.27 Status of Company Agreements. Each Company Agreement listed on any of the schedules from Schedule 2.17 through Schedule 2.26 is in full force and effect and is enforceable against the Company, the other parties thereto, in accordance with its terms. The Company is in compliance with each such Company Agreement in all material respects. All other parties to such Company Agreements are in compliance with the terms thereof in all material respects. No consent of the other parties to such Company Agreements is required in connection with the consummation of the transactions contemplated hereby other than any change of control provisions set forth therein, except to the extent that any leases set forth in Schedule 2.17 may contain provisions requiring the consent of the landlord to assignment, which provisions may provide that the consummation of the transactions contemplated hereby constitutes an assignment, in which event Buyer agrees that obtaining such consent is not a condition of Closing.
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2.28 Delivery of Documents; Accurate Disclosure. Seller has previously delivered to Buyer correct and complete copies of each of the Company Agreements listed on the schedules from Schedule 2.17 through Schedule 2.26 and of each additional agreement, document, and instrument which Buyer (or its accountants or attorneys) has requested in writing. None of the information furnished or to be furnished by the Company or Seller to Buyer or any of its representatives in connection with this Agreement and all other agreements and instruments related to this Agreement, and none of the representations and warranties of the Company set forth herein, in any other agreements and instruments related to this Agreement or in any certificate delivered in connection herewith or therewith, (a) is or will, to the Company’s knowledge, be false or misleading in any material respect, (b) contains or will contain, to Company’s knowledge, any untrue statement of a material fact, or (c) omits or will omit, to Company’s knowledge, any statement of material fact necessary to make the same not misleading.
2.29 Brokers’ Fees. Neither the Company nor Seller has any liability or obligation to pay any fees or commissions to any broker, finder, or agent with respect to the transactions contemplated by this Agreement.
2.30 Technology Providers. Schedule 2.30 lists the providers of technology adapted and implemented by the Company for its clients. The Company consultants and other Company personnel who provide services to clients have met all training requirements the Company of the clients for whom they work for working with the technology to which they are assigned, and the Company and its Consultants and other Company personnel who work with such technology are, if required by the client, certified by the respective technology providers.
2.31 Business Continuity. To the Company’s knowledge, none of the computer software, computer hardware (whether general or special purpose), telecommunications capabilities (including all voice, data, and video networks) and other similar or related items of automated, computerized, and/or software systems and any other networks or systems and related services that are used by or relied on by the Company in the conduct of the Company Business (collectively, the “Systems”) have experienced bugs, failures, breakdowns, or continued substandard performance in the past 12 months that has caused any substantial disruption or interruption in or to the use of any such Systems by the Company. The Company is covered by business interruption insurance in scope and amount customary and reasonable to ensure the ongoing business operations of the Company.
2.32 Data Privacy. In connection with its collection, storage, transfer (including, without limitation, any transfer across national borders) and/or use of any personally identifiable information from any individuals, including, without limitation, any customers, prospective customers, employees, and/or other third parties (collectively “Personal Information”), the Company is and has been, to the Company’s knowledge, in compliance with all applicable laws in all relevant jurisdictions, the Company’s privacy policies and the requirements of any contract or codes of conduct to which the Company is a party. The Company has commercially reasonable physical, technical, organizational, and administrative security measures and policies in place to protect all Personal Information collected by it or on its behalf from and against unauthorized access, use and/or disclosure. The Company is and has been in compliance in all material respects with all laws relating to data loss, theft and breach of security notification obligations.
For purposes of this Article II, the term “Company’s knowledge” means the actual and constructive knowledge of the Company’s officers and directors, after reasonable due inquiry under the circumstances.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF BUYER
Buyer hereby represents and warrants to Seller that the statements contained in this Article III are true and correct as of the Effective Date and shall be true and correct as of the Closing Date.
3.01 Organization. Buyer is a corporation duly organized, validly existing, and in good standing in the State of Delaware, and is qualified to do business as a foreign corporation in each jurisdiction, if any, in which it requires such qualification.
3.02 Power and Authority. Buyer has the requisite corporate power and authority to own, operate, and lease its properties and assets, to conduct its business as it is now being conducted, and to execute, deliver, and perform this Agreement and the Ancillary Agreements.
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3.03 Execution and Binding Effect. This Agreement and the applicable Ancillary Agreements have been duly and validly executed and delivered by Buyer and (assuming due authorization, execution, and delivery by Seller, as applicable) constitute (or upon such execution and delivery will constitute) legal, valid, and binding obligations of Buyer enforceable against Buyer in accordance with their respective terms, subject to laws affecting creditors’ rights and general principles of equity.
3.04 No Breach, Default, Violation or Consent. The execution, delivery and performance by Buyer of this Agreement and the Ancillary Agreements do not and will not:
(a) violate Buyer’s currently effective charter or by-laws;
(b) materially breach or result in a material default (or an event which, with the giving of notice or the passage of time, or both, would constitute a material default) under, require any consent under or give to others any rights of termination, acceleration, suspension, revocation, cancellation or amendment of any contract, agreement, instrument or document to which Buyer is a party, or by which Buyer or any of its properties or assets is bound, except where the breach, default, non-consent, termination, acceleration, suspension, revocation, cancellation or amendment would not, individually or in the aggregate, have a material adverse effect on Buyer’s business;
(c) breach or otherwise violate any Governmental Order which names Buyer or is directed to Buyer or any of its properties or assets, except where the breach or violation would not, individually or in the aggregate, have a material adverse effect on Buyer’s business;
(d) violate any Governmental Rule, except where the violation would not, individually or in the aggregate, have a material adverse effect on Buyer’s business; or
(e) require any consent, authorization, approval, exemption, or other action by, or any filing, registration, or qualification with, any Person, except where Buyer’s failure to obtain the consent, authorization, approval, or exemption, or Buyer’s failure to take the action, or make the filing, registration, or qualification, would not, individually or in the aggregate, have a material adverse effect on Buyer’s business.
3.05 Investment Purpose. Buyer is acquiring the Shares solely for its own account for investment purposes and not with a view to, or for offer or sale in connection with, any distribution thereof. Buyer acknowledges that the Shares are not registered under the Securities Act of 1933, as amended, or any state securities laws, and that the Shares may not be transferred or sold except pursuant to the registration provisions of the Securities Act of 1933, as amended or pursuant to an applicable exemption therefrom and subject to state securities laws and regulations, as applicable.
3.08 Legal Proceedings. There are no actions pending or, to Buyer’s knowledge, threatened against or by Buyer or any affiliate of Buyer that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist that may give rise or serve as a basis for any such action.
3.09 Independent Investigations. Buyer has conducted its own independent investigation, due diligence (financial, legal, tax, or otherwise), review and analysis of the business, results of operation, prospects, condition (financial or otherwise), or assets of the Company, and acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records, and other documents and data of Seller and the Company for such purpose. Buyer acknowledges and agrees that (a) in making its decision to enter into this Agreement and the Ancillary Agreements, and to consummate the transactions contemplated hereby and thereby, Buyer has relied solely upon its own investigation and the express representations and warranties of Seller set forth in Article II hereof (including the related portions of the Disclosure Schedules), and (b) neither Seller nor the Company, nor any other Person, has made any representation or warranty as to Seller, or the Company, either written or oral, except as expressly set forth in Article II hereof (including the related portions of the Disclosure Schedules).
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ARTICLE IV
CONDITIONS PRECEDENT
4.01 Conditions to Each Party’s Obligations. The respective obligations of each Party hereunder on the Closing Date shall be subject to the satisfaction prior to the Closing Date of the following conditions (Buyer’s obligations on the Balance Payment Date are subject only to the closing on the Closing Date, as described in Section 1.02, having occurred):
(a) No statute, rule, regulation, order, decree, or injunction shall have been enacted, entered, promulgated, or enforced by any court or governmental entity of competent jurisdiction which enjoins or prohibits the consummation of this Agreement or any Ancillary Agreements, and shall be in effect.
(b) There shall not be pending or threatened in writing any action, proceeding, or other application before any court or governmental entity challenging or seeking to restrain or prohibit the consummation of the transactions contemplated by this Agreement or any Ancillary Agreements, or seeking to obtain any material damages.
4.02 Conditions to Seller’s Obligations. The obligations of Seller on the Closing Date shall be subject to the satisfaction on or prior to the Closing Date of the following conditions unless waived by Seller in writing:
(a) The representations and warranties of Buyer set forth in this Agreement shall be true and correct as of the date of this Agreement and as of the Closing Date.
(b) Buyer shall have performed all agreements and covenants required to be performed by it under this Agreement and the Ancillary Agreements.
(c) Buyer shall have made the Partial Payment to Seller in accordance with the terms of this Agreement. The conditions set forth in this clause (c) and clauses (a) and (b) above are referred to herein as the “Seller Closing Conditions.”
4.03 Conditions to Buyer’s Obligations. The obligations of Buyer on the Closing Date shall be subject to the satisfaction on or prior to the Closing Date of the following conditions unless waived by Buyer in writing:
(a) The representations and warranties of Company and Seller set forth in this Agreement shall be true and correct as of the date of this Agreement and as of the Closing Date.
(b) Seller shall have performed all agreements and covenants required under this Agreement and the Ancillary Agreements to be performed by it prior to the Closing Date.
(c) Buyer shall have completed its due diligence of the Company’s business and operations with results satisfactory to Buyer in its good faith and reasonable discretion, subject to Buyer making commercially reasonable efforts to complete such due diligence in a timely manner prior to the Closing Date.
(d) Seller shall have provided Buyer with all of the documents required by Section 5.02 hereof. The conditions set forth in this clause (d) and clauses (a) thru (c) above are referred to herein as the “Buyer Closing Conditions.”
ARTICLE V
CLOSING
5.01 Closing. The closing of the transactions contemplated by this Agreement shall occur on the Closing Date as set forth herein.
5.02 Deliveries by the Company and Seller. On the Closing Date, the Company and Seller shall provide the following to Buyer:
(a) Properly signed transfers of the Shares to Buyer or its nominees in registrable form, together with evidence of the transfer of the Shares to Buyer reasonably satisfactory to Buyer;
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(b) A resolution of the director of the Holding Company approving the transfer of the Shares and directing that the name of Buyer and/or its nominees (as the case may be) be entered in the register of shareholders of the Holding Company as the owner of the Shares;
(c) An updated register of members showing Buyer as the registered holder of the Shares;
(d) A certificate executed by the Secretary of the Holding Company and a certificate executed by the Secretary of the Company, each dated as of the Closing Date, certifying that attached thereto are true and complete copies of (i) the articles of incorporation and bylaws of the Holding Company or the Company, as applicable, (ii) all resolutions adopted by the director of the Holding Company or the Company, as applicable, authorizing the execution, delivery, and performance of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby, and (iii) an incumbency certificate certifying the signatures and incumbency of authorized signatories of the Holding Company and the Company to this Agreement and the Ancillary Agreements;
(e) A certificate executed by the Company, the Holding Company, and Seller, dated as of the Closing Date, certifying to Buyer that each of the representation and warranties of Seller in Article II is accurate in all material respects as of the Closing Date, and there has been no material adverse change in the Company or the business of the Company, since the date of the Agreement;
(f) An opinion of BVI counsel to the Holding Company in a form reasonably acceptable to Buyer;
(g) An opinion of Hong Kong counsel to the Company in a form reasonably acceptable to Buyer; and
(h) Such other documents as are reasonably necessary to carry out the terms of the transaction contemplated by this Agreement.
ARTICLE VI
INDEMNIFICATION
6.01 Survival of Representations, Etc. The representations, warranties, covenants, and indemnities set forth in this Agreement or in any certificate, document, or other instrument delivered in connection herewith or contemplated hereby shall survive for a period of nine months from the Closing Date. The expiration of any representation or warranty as provided in this Section 6.01 hereof shall preclude any indemnity with respect thereof under this Article VI from and after the time such representation or warranty shall have expired; provided, however, that the expiration of any such representation or warranty shall not affect the rights of any party in respect of any such indemnity claim therefor as to which notice thereof has been given under this Article VI prior to the expiration of the applicable survival period provided in this Section 6.01 hereof.
6.02 Indemnification by Seller. From and after the Closing Date, Seller shall indemnify, defend, save, and hold harmless Buyer and its respective officers, directors, shareholders, affiliates, and successors and assigns (collectively, the “Buyer Indemnified Parties”) from and against any and all Losses (as defined below) incurred by any Buyer Indemnified Party and arising out of or resulting from (i) any breach of any representation or warranty given or made by Seller in this Agreement or any Ancillary Agreements and (ii) any nonfulfillment or breach of any covenant or agreement made by Seller in this Agreement or any Ancillary Agreements.
6.03 Indemnification by Buyer. From and after the Closing Date, Buyer and the Company shall, jointly and severally, indemnify, defend, save, and hold harmless Seller and his affiliates and successors and assigns (collectively, the “Seller Indemnified Parties”) from and against any and all Losses (as defined below) incurred by Seller Indemnified Party and arising out of or resulting from (i) any breach of any representation or warranty given or made by Buyer in this Agreement or any Ancillary Agreements and (ii) any nonfulfillment or breach of any covenant or agreement made by Buyer in this Agreement or any Ancillary Agreements.
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6.04 Notice of Indemnity Claims. If any Buyer Indemnified Parties or Seller Indemnified Parties entitled to or seeking indemnification hereunder (an “Indemnified Party”) (a) determines that any event, occurrence, fact, condition, or claim has given or could give rise to Losses for which such Indemnified Party is or may be entitled to, or may seek, indemnification under this Agreement, (b) otherwise identifies an event, occurrence, fact, condition, or claim giving rise (or which may give rise) to a right of indemnification hereunder in favor of such Indemnified Party, or (c) with respect to any third-party claim, becomes aware of the assertion of any claim or of the commencement of any action, suit, or proceeding at law or in equity (any of the foregoing, an “Indemnity Claim”), such Indemnified Party shall promptly notify the party or parties obligated to provide indemnification or from whom indemnification is being or will be sought (the “Indemnifying Party”) in writing of such Indemnity Claim (a “Claim Notice”) describing in reasonable detail the facts giving rise to the claim for indemnification hereunder and shall include in such Claim Notice (if then known) the amount or the method of computation of the amount of such claim, and a reference to the provision of this Agreement or any other agreement, document, or instrument executed hereunder or in connection herewith upon which such claim is based; provided, however, the failure of any Indemnified Party to give timely notice thereof shall not affect any of its rights to indemnification hereunder nor relieve the Indemnifying Party from any of its indemnification obligations hereunder, except to the extent the Indemnifying Party is materially prejudiced by such failure. Any Claim Notice not relating to a third-party claim shall specify the nature of the Loss and the estimated amount thereof. If the Indemnifying Party does not notify the Indemnified Party within 30 days following the delivery of the Claim Notice that the Indemnifying Party disputes the referenced Claim, the amount of such Claim shall be conclusively deemed a liability of the Indemnifying Party hereunder (a “Final Claim”).
6.05 Losses Defined. As used in this Article VI, “Losses” means any and all losses, liabilities, obligations, and damages and other reasonable out-of-pocket costs, expenses, and charges, including, without limitation, reasonable attorneys’ fees and other amounts incurred in proceedings relating to Losses, but all of which Losses shall be reduced by (a) any insurance proceeds actually recovered with respect to the events or transactions giving rise to such Losses (less any increase in annual premiums as a result of such claims) or (b) any reserve set forth in, or provision made in, the Financial Statements specifically with respect to the events or transactions giving rise to such Losses.
6.07 Threshold. Seller and Buyer shall not have any liability pursuant to Section 6.02 hereof, unless and until the aggregate amount of Losses pursuant to Section 6.02 hereof is greater than or equal to $500,000 (the “Basket”), in which case Seller shall be responsible only for Losses exceeding the Basket. Buyer shall not have any liability pursuant to Section 6.03 hereof, unless and until the aggregate amount of Losses pursuant to Section 6.03 hereof is greater than or equal to the Basket, in which case Buyer shall be responsible only for Losses exceeding the Basket. The aggregate amount of all Losses for which Seller shall be liable pursuant to Section 6.02 hereof shall not exceed $2,000,000 (the “Cap”). The aggregate amount of all Losses for which Buyer shall be liable pursuant to Section 6.03 hereof shall not exceed the Cap.
6.08 Sole and Exclusive Remedy. Following the Closing, the indemnification rights pursuant to this Article VI shall constitute the sole and exclusive remedies for Seller, Buyer and the Company, pursuant to this Agreement with respect to Losses of any kind or nature rising out of or in connection with this Agreement, except for claims arising from fraud, criminal activity, gross negligence, or willful misconduct on the part of any Indemnifying Party.
6.09 Tax Benefits and Tax Detriments. Any Losses shall be calculated net of any tax benefits actually realized by the Indemnified Party by reason of deductibility of such Losses.
6.10 Mitigation. Each of the Seller Indemnified Parties and the Buyer Indemnified Parties shall make commercially reasonable efforts to mitigate or minimize Losses under this Agreement upon and after becoming aware of any event or condition that would reasonably be expected to give rise to any Losses that are indemnifiable under this Article VI; provided, however, that nothing in this Section 6.10 is intended to obligate any such parties to incur extraordinary expense or risk to mitigate or minimize any such Losses.
6.11 Review Rights. Upon reasonable request and during regular business hours and not to exceed more than twice per calendar year, at Seller’s own cost expense, Seller may request and shall have access to relevant supporting materials and other documents as reasonably necessary to verify compliance with the terms and conditions of this Article VI and to investigate and verify any claims made pursuant this Article VI.
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ARTICLE VII
INTERIM PERIOD COVENANTS
7.01 Conduct of the Company Business. Commencing on the Effective Date and ending on the Closing Date (the “Interim Period”), and except as otherwise consented to in writing by Buyer (which consent shall not be unreasonably withheld), the Company shall, and Seller shall cause the Company to, (x) conduct the business of the Company in the ordinary course of business consistent with past practice; (y) use reasonable commercial efforts to maintain and preserve intact the current organization (other than as contemplated by this Agreement), business, and franchise of the Company, and to preserve the rights, franchises, goodwill, and relationships of its employees, consultants, lessors, licensors, lenders, clients, suppliers, vendors, business associates, regulators, and others having business relationships with the Company; and (z) make good faith, diligent reasonable commercial efforts to maximize revenue. Without limiting the generality of the foregoing, during the Interim Period, Seller shall:
(a) cause the Company to preserve and maintain all of its licenses and permits;
(b) cause the Company to pay its debts, taxes and other obligations when due, and not assume any new debts or obligations other than in the ordinary course of the Company Business consistent with past practice;
(c) cause the Company to maintain the properties and assets owned, operated, or used by the Company in the same condition as they were prior to the Effective Date, reasonable wear and tear excepted;
(d) cause the Company to continue in full force and effect without modification all insurance policies, to the extent it has such policies on the date hereof or on the Effective Date, except as required by applicable law;
(e) cause the Company to defend and protect its properties, asset contracts, and the Company Business from infringement or usurpation, not to transfer any of its properties, assets, revenue, contracts, or the Company to third parties, or create any liens or encumbrances thereon (including, without limitation, by way of selling, assigning, leasing or factoring the Company’s accounts receivable), or take any other actions which would materially adversely affect the Company’s ability to fully satisfy its obligations hereunder;
(f) cause the Company to perform all of its material obligations under all contracts relating to or affecting its properties, assets or the Company Business;
(g) cause the Company to maintain its books and records in accordance with past practice, and permit Seller and its agents to inspect and copy the books and accounts of the Company for purposes of verifying Buyer’s and the Company’s compliance with its obligations hereunder;
(h) cause the Company to comply in all material respects with all applicable laws, rules, and regulations, as well as all applicable customer policies and practices, including privacy and data security protocols; and
(i) cause the Company not to take or permit any action that would cause any of the changes, events, or conditions which would materially reduce the Company Business, or materially adversely affect its ability to conduct its operations on an ongoing basis consistent with past practice, or otherwise render the Company inoperable, unable to pay its debts when due, or cause material breach of its obligations hereunder.
ARTICLE VIII
MISCELLANEOUS PROVISIONS
8.01 Amendments. This Agreement may be amended only by a writing signed by each of the parties, and any such amendment shall be effective only to the extent specifically set forth in such writing.
8.02 Assignment. This Agreement shall inure to the benefit of, and be binding upon, the parties hereto and their respective successors and assigns; provided, however, that any assignment by a party of its rights under this Agreement without the written consent of the other parties shall be null and void ab initio. No assignment shall relieve the assigning party of any of its obligations hereunder.
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8.03 Entire Agreement; Conflicts. This Agreement and the Ancillary Agreements contain the entire agreement of the parties hereto with respect to the transactions contemplated hereby and thereby, and supersede all prior and contemporaneous written and oral agreements, oral agreements, relating to such transactions. In the event of any inconsistency between the statements in the body of this Agreement and those in the Ancillary Agreements, the Annexures, Schedules and Disclosure Schedules (other than an exception expressly set forth as such in the Disclosure Schedules), the statements in the body of this Agreement will control.
8.04 Expenses. Except as otherwise specifically provided herein or in any other agreements and instruments related to this Agreement, each party hereto shall be responsible for such expenses as it may incur in connection with the negotiation, preparation, execution, delivery, performance, and enforcement of this Agreement and the Ancillary Agreements; provided, however, that the Company shall be responsible for and shall remit the fees of its attorneys, advisors, accountants, and consultants accrued up and through the Closing Date (the “Fees”), but if the closing is not consummated by the deadline for the Closing Date due to Buyer’s default, failure to complete due diligence, or failure to fund the Partial Payment, Buyer shall be solely responsible for recompensating the Company for such Fees incurred up to and through the termination date of this Agreement.
8.05 Further Assurances. The parties hereto shall from time to time do and perform such additional acts and execute and deliver such additional documents and instruments as may be required by applicable governmental rules or reasonably requested by any party to establish, maintain, or protect its rights and remedies or to effect the intents and purposes of this Agreement and all other agreements and instruments related to this Agreement. Without limiting the generality of the foregoing, each party hereto agrees to endorse (if necessary) and deliver to the other, promptly after its receipt thereof, any payment or document which it receives on or after the Closing Date and which is the property of the other. Seller acknowledges and agrees that from and after the Closing Date, Buyer will be entitled to possession of all documents, books, records (including tax records), agreements, and financial data of any sort relating to the Holding Company, the Company, and the Company Business; provided, however, that, Seller may retain a copy of such documents, books, records (including tax records), agreements, and financial data solely for its personal, confidential use as may be reasonably necessary for purposes of compliance with its obligations under applicable law and/or for enforcement of its rights and remedies hereunder and under the Ancillary Agreements.
8.06 Governing Law; Consent to Jurisdiction. This Agreement shall be governed by the laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. Buyer and Seller each hereby irrevocably consent to the jurisdiction of the state and federal courts located in the City of New York in any case or controversy arising under this Agreement, and that process may be served in any manner provided in Section 8.09 hereof.
8.07 Termination. This Agreement may be terminated at any time after the Effective Date but prior to the Closing Date:
(a) by the mutual written consent of Seller and Buyer;
(b) by Buyer by written notice to Seller if any of the conditions set forth in Section 4.01 or Section 4.03 shall not have been, or if it becomes apparent that any of such conditions will not be, fulfilled by Seller by the deadline for the Closing Date, unless such failure shall be due to the failure of Buyer to perform or comply with any of the covenants, agreements, or conditions hereof to be performed or complied with by it prior to the Closing Date;
(c) by Seller by written notice to Buyer if any of the conditions set forth in Section 4.01 or Section 4.02 shall not have been, or if it becomes apparent that any of such conditions will not be, fulfilled by Buyer by the deadline for the Closing Date, unless such failure shall be due to the failure of Seller to perform or comply with any of the covenants, agreements, or conditions hereof to be performed or complied with by it prior to the Closing Date; or
(d) by Buyer or Seller in the event that (A) there shall be any law that makes consummation of the transactions contemplated by this Agreement illegal or otherwise prohibited or (B) any Governmental Orders restraining or enjoining the transactions contemplated by this Agreement shall have been issued, and such Governmental Orders shall have become final and non-appealable.
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8.08 Effect of Termination. In the event of the termination of this Agreement in accordance with Section 8.07, this Agreement shall forthwith become void but the funds already paid shall be nonrefundable. There shall be no other liability on the part of any party hereto except as set forth in Article VI and this Section 8.08; provided, however, that nothing herein shall relieve any party hereto from liability for any willful breach of any provision hereof. Furthermore, Buyer shall maintain strict confidentiality of the Company Business and any other non-public, proprietary information of Seller and the Company that Buyer had access to or that was disclosed to Buyer in connection with this Agreement, and Buyer shall not disclose or use such information whatsoever without the prior written consent of Seller and the Company. In the event of the termination of this Agreement in accordance with Section 8.07(c) or by Buyer other than in accordance with Section 8.07, Buyer shall pay to Seller a break fee of $3,000,000. The parties acknowledge and agree that the break fee provided herein represents a genuine, reasonable, and good-faith pre-estimate of the significant internal, opportunity, and transactional costs (including legal, financial, and advisory expenses) that the non-terminating party will suffer in the event this agreement is terminated under the specified circumstances. The parties expressly agree that this amount is prescribed as liquidated damages and does not constitute a penalty.
8.09 Notices. Unless otherwise specifically provided herein, all notices, consents, requests, demands, and other communications required or permitted hereunder (i) shall be in writing or by email; (ii) shall be sent by messenger, certified or registered U.S. mail, a reliable express delivery service, or telecopier (with a copy sent by one of the foregoing means), charges prepaid as applicable, to the appropriate addresses or numbers set forth below; and (iii) shall be deemed to have been given on the date of receipt by the addressee (or, if the date of receipt is not a Business Day, on the first Business Day after the date of receipt), as evidenced by (A) a receipt executed by the addressee (or a responsible person in their office), the records of the Person delivering such communication, or a notice to the effect that such addressee refused to claim or accept such communication, if sent by messenger, U.S. mail, or express delivery service, or (B) a receipt generated by the sender’s telecopier showing that such communication was sent to the appropriate number on a specified date, if sent by telecopier. For purposes of this Agreement, a “Business Day” means any day other than a Saturday, Sunday, or other day on which commercial banks in The City of New York or Hong Kong are authorized or required by law to remain closed.
All such communications shall be sent to the following addresses, or to such other addresses or numbers as any party may inform the others by giving five Business Days’ prior notice:
If to Seller:
Gong Qi Nova Innovation Tech Ltd [ ] [ ] [ ] [ ]
E-mail:[ ] |
If to Buyer:
AiRWA Inc. 74 E. Glenwood Ave., #320 Smyrna, DE 19977 Attention: [ ]
E-mail:[ ]
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If to the Company:
Mo Yanmei HongKong Best Life Trade Co., Limited [ ] [ ] [ ] [ ] [ ] [ ]
E-mail: [ ] |
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8.10 Publicity. No party hereto shall make any press release, announcements in social media, corporate communications and announcements, or any other form of other public announcement regarding this Agreement or any Ancillary Agreements, or any transactions contemplated hereby or thereby, until the text of such release or announcement has been submitted to Buyer and Seller and both have approved the same in writing.
8.11 Severability. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining portions hereof or affecting the validity or enforceability of such provision in any other jurisdiction.
8.12 Waivers. The due performance or observance by the parties hereto of their respective obligations hereunder and under the Ancillary Agreements shall not be waived, and the rights and remedies of the parties hereunder and thereunder shall not be affected, by any course of dealing or performance or by any delay or failure of any party in exercising any such right or remedy. The due performance or observance by a party of any of its obligations hereunder or under any Ancillary Agreements may be waived only by a writing signed by the party against whom enforcement of such waiver is sought, and any such waiver shall be effective only to the extent specifically set forth in such writing.
8.13 Withholding. All payments by Buyer pursuant to this Agreement and the Exhibits hereto are subject to any applicable U.S. federal or state tax withholding.
8.14 Broker. Each party hereto shall be responsible for such expenses and fees as it may incur in connection with any broker, agent or finder on account of this Agreement.
8.15 Limitations on Damages. Notwithstanding any other provision contained elsewhere in this Agreement to the contrary, except with respect to indemnification of third-party claims, each party hereto acknowledges that this Agreement does not authorize a party to sue for or collect from the other party any punitive damages, or any consequential or indirect damages in connection with this agreement and the transactions contemplated hereby and that each party expressly waives for itself and on behalf of its affiliates any and all claims that it may have against the other party and the other party’s affiliates for its own such damages in connection with this Agreement and the transactions contemplated hereby.
8.16 Specific Performance. The parties hereto agree that irreparable damage would occur if any provision of this Agreement or any Ancillary Agreements were not performed in accordance with the terms hereof or thereof, as applicable, and that the aggrieved parties shall be entitled to specific performance of the terms hereof, in addition to any other remedy to which they are entitled at law or in equity.
8.17 Headings. The headings contained in this Agreement are intended solely for convenience and shall not affect the interpretation of the Agreement or the rights of the parties.
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IN WITNESS WHEREOF, the parties hereto have caused this Share Purchase Agreement to be executed as of the date first above written.
| Buyer: | ||
| AiRWA INC. | ||
| By: | /s/ Guibao Ji | |
| Name: | Guibao Ji | |
| Title: | Chief Financial Officer | |
| Company: | ||
| HONGKONG BEST LIFE TRADE CO., LIMITED | ||
| By: | /s/ Yanmei Mo | |
| Name: | Yanmei Mo | |
| Title: | Director | |
| Seller: | ||
| NOVA INNOVATION TECH LTD | ||
| By: | /s/ Qi Gong | |
| Name: | Qi Gong | |
| Title: | Director | |
Exhibit 99.1
AiRWA Inc. Announces Acquisition of Best Life, an Expanding Import-Export Company, to Complement Its AI Data Training Business
Smyrna, Delaware — July 27, 2026 (GLOBE NEWSWIRE) — AiRWA Inc. (Nasdaq: YYAI) (“AiRWA” or the “Company”) today announced that it has entered into a definitive agreement to acquire Hongkong Best Life Trade Co., Limited (“Best Life”), a rapidly expanding import-export company with operations across multiple international markets. The transaction includes a base purchase price of $50 million, together with contingent earn-out payments based on the achievement of specified financial milestones.
For more than a decade, Best Life has specialized in the import and export of consumer and commercial goods between Japan, Hong Kong, and mainland China. The company also operates through a subsidiary in the United Kingdom and is in the process of establishing wholly owned subsidiaries in the United States, Canada, and New Zealand, further expanding its international footprint.
Best Life’s customer base includes Alibaba Health Hong Kong, AlipayHK, Tmall, Taobao, and Cainiao, with each relationship supported by formal cooperation agreements. The business has demonstrated consistent revenue growth and expects continued expansion over the coming years. Based on current business plans, management projects annual revenue to exceed $100 million within the next three fiscal years.
Under the terms of the agreement, AiRWA will pay $30 million at closing, and $20 million within 90 days of closing, to purchase a 97% interest in Best Life through its holding company. Subject to Best Life achieving revenue targets of $10 million for fiscal year 2026, the Company will make an earn-out payment of $30 million, and if Best Life can achieve revenue of $25 million for fiscal year 2027, the Company will make an earn-out payment of $50 million. This performance-based structure aligns a substantial portion of the purchase consideration with Best Life’s future operating results and reinforces the Company’s disciplined approach to capital allocation. The closing of the acquisition is subject to customary closing conditions set forth in the agreement.
This acquisition represents an important step in AiRWA’s strategy to diversify and strengthen its revenue base while continuing to invest in its core artificial intelligence business. Revenue from the Company’s AI-focused subsidiary, 26 Rafael, continues to perform in line with management’s expectations and remains a key driver of long-term growth.
At the same time, the Company has sought to broaden its business portfolio by adding operations with attractive growth characteristics and exposure to the real economy. The acquisition of Best Life is expected to complement AiRWA’s AI data training business while reducing reliance on technology licensing activities, where counterparty risk has increased, and social media advertising operations, where revenue has remained resilient but profitability has been under pressure. In addition, as the Company continues to evaluate strategic opportunities following delays in its previously announced plans for an RWA-focused exchange joint venture, management believes Best Life’s established operating business and international growth profile provide a compelling strategic fit.
“Our approach to acquisitions is guided by financial discipline, operational performance, and long-term shareholder value,” said Guibao Ji, Chief Financial Officer of AiRWA Inc. “The earn-out structure of this acquisition closely aligns consideration with results while preserving capital and incentivizing continued execution by Best Life’s management team. We believe this transaction strengthens the Company’s revenue diversification strategy, complements our AI-focused businesses, and positions us to pursue sustainable growth across multiple sectors and geographic markets.”
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: [email protected]
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 completion of the acquisition; | |
| ● | 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.