{"url_path":"/sec/yyai/8-k/2026-07-16/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-16","source_url":"https://www.sec.gov/Archives/edgar/data/1674440/0001493152-26-033519-index.html","accession_number":"0001493152-26-033519","cik":"0001674440","ticker":"YYAI","issuer_name":"AIRWA INC.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1674440/0001493152-26-033519-index.html","primary_entity_key":"0001674440","primary_entity_name":"AIRWA INC."},"word_count":326,"has_tables":true,"body_markdown":"**Item\n5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of\nCertain Officers.**\n\n \n\nOn\nJuly 10, 2026, Chenlong Liu, a director of AiRWA Inc. (the “**Company**”), resigned from the board of directors of the\nCompany (the “**Board**”), effective immediately. Mr. Liu did not resign on account of any disagreement with the Company\non any matter relating to its operations, policies, or practices.\n\n \n\nOn\nJuly 15, 2026, in accordance with the recommendation of the Nominating and Corporate Governance Committee of the Board, the Board appointed\nGuibao Ji, the Chief Financial Officer of the Company, and Alejandro Quiles to the Board.\n\n \n\nMr.\nQuiles will serve as the chairman of the Compensation Committee, and a member of the Nominating and Corporate Governance Committee and\nthe Audit Committee. The Board has determined that Mr. Quiles is an independent director as defined in Nasdaq Rule 5605(a)(2) and SEC\nRule 10A-3.\n\n \n\nOn\nthe same day, the Company entered into a Director Service and Indemnity Agreement (each, a “**Director Agreement**”) with\neach of Mr. Ji and Mr. Quiles. Pursuant to their respective Director Agreements, Mr. Ji will not receive additional compensation, beyond\nhis compensation as Chief Financial Officer, for his service on the Board, and Mr. Quiles will receive as compensation for his service\non the Board and its committees cash compensation of $15,000 per financial quarter as payment in arrear.\n\n \n\nThe\nforegoing description of the terms of the Director Agreements does not purport to be complete and is qualified in its entirety by reference\nto the full text of the Director Agreements filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and incorporated herein\nby reference.\n\n \n\n*Family\nRelationships*\n\n \n\nNeither\nMr. Ji nor Mr. Quiles has a family relationship with any of the current officers or directors of the Company.\n\n \n\n*Related-Party\nTransactions*\n\n \n\nThere\nare no related-party transactions with regard to Mr. Ji or Mr. Quiles reportable under Item 404(a) of Regulation S-K."}