The Nasdaq-listed company structured the deal with $30 million at closing, $20 million within 90 days and up to $80 million in earn-out payments tied to 2026 and 2027 revenue targets.
AiRWA Inc. said it signed a definitive agreement to acquire a 97% stake in Hongkong Best Life Trade Co., Limited for a base purchase price of $50 million, with additional earn-out payments tied to revenue milestones. The company will pay $30 million at closing and $20 million within 90 days of closing, while a further $30 million would be paid if Best Life reaches $10 million in fiscal 2026 revenue and $50 million if it reaches $25 million in fiscal 2027 revenue. Best Life, an import-export company operating between Japan, Hong Kong and mainland China, also has a subsidiary in the United Kingdom and is setting up wholly owned subsidiaries in the United States, Canada and New Zealand. AiRWA said the acquisition is meant to diversify revenue beyond its core artificial intelligence operations, complement its AI data training business and reduce reliance on technology licensing and social media advertising, while management also pointed to delays in its previously announced plans for an RWA (real-world asset) focused exchange joint venture. Management projects Best Life’s annual revenue will exceed $100 million within the next three fiscal years, and AiRWA said closing remains subject to customary conditions.