AIRWA INC.

The Acquisition On March 18, 2024, the Company entered into a share purchase agreement (the Purchase Agreement ) and a share exchange agreement (the Exchange Agreement ) to acquire 70% of Yuanyu Enterprise Management Co., Limited ( YYEM ) from Mr. Hongyu Zhou, the sole shareholder of YYEM ( YYEM Seller ) for a combined $56 million (the Acquisition ). $16.5 million of this amount was paid in cash on March 20, 2024, pursuant to the Purchase Agreement to acquire 20% of YYEM. On November 21, 2024, following The Nasdaq Stock Market LLC’s ( Nasdaq ) approval of the new listing application submitted to it in connection with the Acquisition, the Company completed the purchase of 5,000 ordinary shares of YYEM, representing 50% of the issued and outstanding ordinary shares of YYEM, for 8,127,572 newly issued shares of the Company’s common stock, par value $0.001 per share (the Common Stock ) to the YYEM Seller, representing 55.8% of the issued and outstanding shares of Common Stock as of the date of the closing (the Share Exchange Transaction ). As an inducement to the Company to complete the Acquisition, YYEM agreed, pursuant to the Exchange Agreement, to make several installment payments to the Company totaling $5,000,000 in aggregate.