---
schema_version: "secwatch.filing_event.v1"
accession: "0001493152-25-028804"
form_type: "8-K"
ticker: "YYAI"
cik: "0001674440"
company_name: "AIRWA INC."
filed_at: "2025-12-22T23:59:59+00:00"
generated_at: "2026-05-16T12:25:34.909760+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.65
calibrated_materiality_score: 0.65
confidence: "high"
source: SEC EDGAR
---

# AiRWA Inc. raises $15.7M in registered direct offering of 15.38M shares at $1.02/share

## Summary
- Gross proceeds ~$15.69M from sale of 15.38M shares at $1.02/share; close expected Dec 22, 2025.
- A.G.P./Alliance Global Partners acts as sole placement agent; 5.0% fee plus expense reimbursements.
- Net proceeds to fund previously announced joint venture, corporate acquisitions, and working capital.
- Offering made under effective shelf registration statement (File No. 333-284188) declared effective June 11, 2025.

## SEC filing metadata
- accession: 0001493152-25-028804
- form_type: 8-K
- ticker: YYAI
- cik: 0001674440
- company_name: AIRWA INC.
- filed_at: 2025-12-22T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.65
- calibrated_materiality_score: 0.65
- confidence: high
- sec_items: 1.01, 8.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1674440/000149315225028804/0001493152-25-028804-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1674440/000149315225028804/form8-k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001493152-25-028804
- JSON: https://secwatch.observer/filing/0001493152-25-028804.json
- Plain text: https://secwatch.observer/filing/0001493152-25-028804.txt

## Key facts
- Material Agreements
  AIRWA INC. entered into Placement Agency Agreement with A.G.P./Alliance Global Partners valued at Cash fee equal to 5.0% of aggregate gross proceeds of the Offering plus expense reimbursements (effective 2025-12-18).
  - Action: entry
  - Agreement: underwriting
  - Counterparty: A.G.P./Alliance Global Partners
  - Value: Cash fee equal to 5.0% of aggregate gross proceeds of the Offering plus expense reimbursements
  - Effective: 2025-12-18
  source text: In connection with the Offering, the Company entered into a placement agency agreement (the " Placement Agency Agreement "), dated December 18, 2025, with A.G.P./Alliance Global Partners (the " Placement Agent ") pursuant to which the Company agreed to pay the Placement Agent a total cash fee equal to 5.0% of the aggregate gross proceeds of the Offering and to reimburse the Placement Agent for (i) up to $15,000 for non-accountable expenses and (ii) up to $55,000 for the out-of-pocket accountable legal expenses incurred by the Placement Agent in connection with the Offering.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1674440/000149315225028804/0001493152-25-028804-index.htm
- Material Agreements
  AIRWA INC. entered into Share Purchase Agreement with certain investors valued at 15,382,378 shares of Common Stock at $1.02 per share for approximately $15,690,030 gross proceeds (effective 2025-12-18).
  - Action: entry
  - Agreement: equity purchase
  - Counterparty: certain investors
  - Value: 15,382,378 shares of Common Stock at $1.02 per share for approximately $15,690,030 gross proceeds
  - Effective: 2025-12-18
  source text: On December 18, 2025, AiRWA Inc. (the " Company ") entered into a share purchase agreement (the " Purchase Agreement ") with certain investors, pursuant to which the Company agreed to sell to such investors 15,382,378 shares (the " Shares ") of common stock of the Company, par value $0.001 per share (the " Common Stock "), at a purchase price of $1.02 per share of Common Stock (the " Offering ").
  evidence_url: https://www.sec.gov/Archives/edgar/data/1674440/000149315225028804/0001493152-25-028804-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.