AiRWA completes $130M Best Life acquisition with $30M USDT payment

AiRWA Inc. (NASDAQ: YYAI) completed its acquisition of Hong Kong Best Life Trade Co., Limited on July 30, 2026, securing a 97% equity interest in the import-export firm. The company paid $30 million in USDT at closing, marking the first tranche of a total consideration capped at $130 million. This transaction finalizes the definitive agreement announced on July 27, shifting the deal from speculation to execution as AiRWA moves to diversify its revenue base beyond its core artificial intelligence data services.

The remaining $20 million of the base purchase price is payable within 90 days of closing, adhering to the terms of the acquisition agreement. Additionally, up to $80 million in contingent earn-out payments remains outstanding, tied to specific revenue milestones: $30 million if fiscal 2026 revenue reaches $10 million, and $50 million if fiscal 2027 revenue hits $25 million.

Deal Structure and Payment Terms

The acquisition structure balances immediate capital outlay with performance-based incentives. AiRWA acquired 100% of the issued shares of Best Life’s holding company, resulting in a 97% equity interest due to existing minority holdings or structures not fully detailed in the press release but consistent with the initial agreement. Best Life continues to operate under its existing management team while integrating with AiRWA’s corporate governance and reporting processes.

Payment Component	Amount	Condition
Closing Payment	$30 million	Paid in USDT at closing
Post-Closing Payment	$20 million	Within 90 days of closing
Earn-Out 1	$30 million	FY26 revenue of $10 million
Earn-Out 2	$50 million	FY27 revenue of $25 million

Best Life imports and exports consumer and commercial goods across Japan, Hong Kong, mainland China, and the U.K., with subsidiaries being established in the U.S., Canada, and New Zealand. It holds formal cooperation agreements with Alibaba Health Hong Kong, AlipayHK, Tmall, Taobao, and Cainiao.

What the Numbers Show

The use of USDT for the initial $30 million payment introduces a layer of cryptocurrency exposure to AiRWA’s treasury operations, deviating from traditional fiat-based M&A transactions. With only $35.712 million in cash and equivalents reported as of March 31, the immediate $30 million outlay significantly reduces available liquidity before the additional $20 million payment is due within 90 days. This tightens working capital constraints ahead of the earn-out periods, requiring AiRWA to either secure additional financing or rely heavily on Best Life’s operational cash flow to meet future obligations. Guibao Ji, Chief Financial Officer of AiRWA, stated that the priority is smooth integration while supporting Best Life’s growth and preserving business strengths.