Item 1.01. Entry into a Material Definitive Agreement.

On January 14, 2026, AiRWA Inc. (the "Company") entered into a securities purchase agreement (the "Purchase Agreement") with Hongyu Zhou, the Chairman of the Company, pursuant to which the Company agreed to sell to Mr. Zhou 4,215,000 shares of common stock of the Company, par value $0.001 per share (the "Common Stock"), at a purchase price of $1.37 per share of Common Stock (the "Transaction"). The Common Stock purchased in the Transaction constitutes approximately 10% of the Company's outstanding Common Stock following the Transaction.

The Transaction is expected to close on or about January 20, 2026, and the gross proceeds are expected to be approximately $5,774,550. The Company intends to use the net proceeds from the Transaction for working capital and other general corporate purposes and may also use it for acquisitions, although there are currently no definitive plans to acquire any specific entities or assets.

The Transaction was conducted in reliance on Section 4(a)(2) of, and/or Rule 506(b) of Regulation D and/or Regulation S promulgated under, the Securities Act of 1933, as amended.

The foregoing description of the Purchase Agreement is not complete and is qualified in its entirety by reference to the full text of the form of Purchase Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 3.02. Unregistered Sales of Equity Securities.

The information provided in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference in this Item 3.02.