AIRWA INC. 8-K

What Happened
AiRWA Inc. announced that on January 30, 2026 it closed a share purchase agreement to acquire all issued shares of Aberfeldy Holdings Limited (the Target), a Seychelles holding company that owns 100% of 26 Rafael Sdn. Bhd. (a Malaysian AI services company), for $140,000,000 in cash. The Target Subsidiary provides end-to-end AI services aimed at industries such as healthcare, industrial manufacturing and autonomous driving and reported approximately $27 million of revenue in its most recent fiscal year.

Key Details

• Purchase price: $140,000,000, payable in cash; transaction closed January 30, 2026.
• Structure: Acquisition of 10,000 ordinary shares representing all issued and outstanding shares of Aberfeldy Holdings Limited (the Target), which wholly owns 26 Rafael Sdn. Bhd.
• Target business: AI specialist offering five integrated AI modules forming a closed-loop system for data-to-application solutions; served specialist industries (healthcare, manufacturing, autonomous driving).
• Financial filings: Required financial statements and pro forma financial information for the acquired business will be filed as amendments to this Form 8-K within the allowable filing window (no later than 71 calendar days after the original filing).

Why It Matters
This is a material acquisition for AiRWA that adds a revenue-generating AI services business (about $27M last fiscal year) and capabilities focused on high-value industry applications. For investors, the $140M cash outlay and the integration of 26 Rafael’s technology and clients are the primary items to watch—these will affect AiRWA’s near-term cash position, potential revenue growth, and need for any future disclosures (including audited financials and pro forma results) the company must file to show the acquisition’s impact.