Note 14: BUSINESS COMBINATIONS

Acquisition of Aberfeldy Holdings Limited

On January 30, 2026, the Company completed the acquisition of 100% of the outstanding shares of Aberfeldy, the holding company that owns Rafael AI, a Malaysia-based provider of data-to-AI end-to-end solutions, for consideration of $140.0 million.

The following table summarizes the provisional purchase price allocation and fair value of the assets and liabilities acquired in this business acquisition:

   SCHEDULE OF PURCHASE CONSIDERATION  

Included within the intangible assets was a provisional amount of $96.8 million of separately identifiable intangible assets, net, comprising development costs and customer relationships, with the additional effect of a deferred tax liability of $21.6 million arising from book and tax basis differences generated upon the acquisition.

AIRWA INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Note 14: BUSINESS COMBINATIONS (cont.)

The provisional fair value of development costs identified amounted to $54.8 million and was estimated using the Multi-Period Excess Earnings Method. Significant assumptions included: (i) expectations for the profitability and future after-tax cash flows arising from the Acquired Business; (ii) an annual obsolescence factor of 14.3% per annum; (iii) an overall discount rate of 16.0% for the Acquired Business; and (iv) a risk premium of 0.5% of the development costs. Development costs are amortized over their expected useful economic life of 5 years.

The fair value of customer relationships identified was a provisional amount of $42.0 million and was estimated using the Multi-Period Excess Earnings Method. Significant assumptions included: (i) expectations for the profitability and future after-tax cash flows arising from the follow-on revenue from customer relationships that existed on the acquisition date over their estimated lives; (ii) an overall discount rate of 16.0% for the Acquired Business; and (iii) a risk premium of 0.5% of the customer relationships. Customer relationships are being amortized over their expected useful economic life of 5 years.

As of the date these consolidated financial statements are issued, the purchase accounting related to the acquisition is incomplete because the evaluation necessary to assess the fair values of certain intangible assets acquired is still in process. As such, the above balances may be adjusted in the future period as the valuation is finalized and these adjustments may be material to the consolidated financial statements. The Company expects to finalize the valuation as soon as practicable, but not later than one year from the acquisition date.

The goodwill recognized is primarily attributable to expected synergies from combining the operations of the Company and the Acquired Business, anticipated future growth opportunities, the assembled workforce, and other benefits that do not qualify for separate recognition as identifiable assets.

Goodwill is not amortized and is tested for impairment annually, or more frequently if events or changes in circumstances indicate that it is more likely than not that the fair value of the applicable reporting unit is less than its carrying amount.

Acquisition of Best Life

On July 27, 2026, the Company (the “Buyer”), entered into a Sale Purchase Agreement (the “SPA”) with Nova Innovation Tech Ltd (the “Seller”) and Hongkong Best Life Trade Co., Limited (the “Target Company” or “Best Life”), to acquire 100% of the issued and outstanding shares of Oceancrest Investment Holdings Limited (“Oceancrest”, or the “Holding Company”), which holds 97% of the equity interests of Best Life. Best Life is an import-export business working with counterparties and brands historically focused on Japan, Hong Kong, and China, with subsidiaries now open or being opened in the United Kingdom, the United States, Canada, and New Zealand. The acquisition was completed on July 30, 2026 (the “Acquisition Date”), and as a result, Oceancrest and Best Life became subsidiaries of the Company.

The SPA contains certain provisions regarding an earn-out arrangement. Pursuant to the SPA, additional sums are payable to Seller only if the financial results of Best Life meet certain defined thresholds. Specifically, if the gross revenue of Best Life exceeds $10,000,000 for fiscal year 2026, Buyer will deliver to Seller $30,000,000 within 30 days of the consolidated financial statements of the Buyer being filed with the U.S. Securities and Exchange Commission on Form 10-K or on such other date as may be agreed between the parties. If the gross revenue of Best Life exceeds $25,000,000 for fiscal year 2027, Buyer will deliver to Seller $50,000,000 within 30 days of the consolidated financial statements of the Buyer being filed with the U.S. Securities and Exchange Commission on Form 10-K or on such other date as may be agreed between the parties.

Pursuant to the SPA, the total fixed consideration for the acquisition is $50,000,000 in cash. Of this amount, $30,000,000 (the “Partial Payment”) was paid within five Business Days of the SPA, and the remaining $20,000,000 (the “Balance Payment”) is due no later than 90 days after the Closing Date (the “Balance Payment Date”). The Buyer may make the Partial Payment and the Balance Payment by delivery of either USDT or cash.

Under ASC 805-30-30-7, the consideration transferred is measured at fair value, which includes the fair value of the cash transferred at the acquisition date and the fair value of the deferred cash consideration to be paid in the future. The Company discounted the deferred payments to their present values as of the Acquisition Date. The fair value of the total consideration transferred is calculated as follows:

AIRWA INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Note 14: BUSINESS COMBINATIONS (cont.)

The fair value of the total consideration transferred is calculated as follows:

 SCHEDULE OF FAIR VALUE OF THE TOTAL CONSIDERATION TRANSFERRED

The acquisition of Best Life was accounted for as a business combination in accordance with ASC 805. The Company allocated the purchase price based upon the fair value of the identifiable assets acquired and liabilities assumed on the Acquisition Date. The Company, through a third-party valuer, estimated the fair values of the assets acquired and liabilities assumed.

The allocation of consideration of the assets acquired and liabilities assumed based on their fair value was as follows:

 SCHEDULE OF CONSIDERATION OF THE ASSETS ACQUIRED AND LIABILITIES

As of the date of acquisition, the intangible assets acquired and estimated useful lives were as follows:

AIRWA INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Note 14: BUSINESS COMBINATIONS (cont.)

Included within the intangible assets was a provisional amount of $51.6 million of separately identifiable intangible assets, net comprising noncompete agreement, patent and customer relationship, with the additional effect of a deferred tax liability of $8.5 million arising from book and tax basis differences generated upon the acquisition.

As of the date these consolidated financial statements are issued, the purchase accounting related to the acquisition is incomplete because the evaluation necessary to assess the fair values of certain intangible assets acquired is still in process. As such, the above balances may be adjusted in a future period as the valuation is finalized, and these adjustments may be material to the consolidated financial statements. The Company expects to finalize the valuation as soon as practicable, but not later than one year from the acquisition date.

The goodwill recognized is primarily attributable to expected synergies from combining the operations of the Company and the acquired business, anticipated future growth opportunities, the assembled workforce, and other benefits that do not qualify for separate recognition as identifiable assets.

Goodwill is not amortized and is tested for impairment annually, or more frequently if events or changes in circumstances indicate that it is more likely than not that the fair value of the applicable reporting unit is less than its carrying amount.