AIAI Holdings (AIAI) Registration filing summary

Company overview and business model

• Builds an AI-enabled portfolio by acquiring businesses where licensed AI may improve operating results; targets complex, urgent and administrative problems across construction, healthcare, manufacturing, finance, energy, blockchain, digital assets and defense.

• Acquired six portfolio businesses in May 2026: C.C. Carlton Industries, Constellation Network, MediGuide, Vanguard Healthcare Solutions, AI Research Corporation and Bond Street; existing management teams remain in place.

• Licensed M42 behavioral, mathematics and science AI exclusively for its defined ecosystem field; implementation is targeted for four to six months after acquisition, versus up to 24 months for third-party licensing arrangements in its experience.

• Acquisition criteria include proprietary technology, cross-vertical potential, audited financial statements and annual EBITDA of at least $10 million; the integration roadmap has Foundation, Acceleration and Transformation stages.

• Indirectly owns ~5.4% of M42 through preferred shares in Messier Blocker Corporation; the AI license was acquired for 25.137 million Class A shares, and M42 service fees are waived for 15 months after May 6, 2026, then equal 3% of consolidated annual revenue.

Financial performance and metrics

• Unaudited pro forma combined results: 6M ended June 30, 2026 revenue $123.0 million, gross profit $11.0 million and net loss $90.2 million; FY2025 revenue $272.0 million and net loss $96.7 million.

• Non-GAAP combined Adjusted EBITDA was negative $3.6 million for 6M 2026 versus $6.8 million for 6M 2025; reported combined figures include acquisition accounting and are not GAAP pro forma results.

• As of June 30, 2026, cash and cash equivalents were $11.2 million, total debt $44.5 million, total assets $1.314 billion and shareholders' equity $996.0 million.

• C.C. Carlton Industries generated FY2025 revenue of $253.1 million and net income of $6.8 million, versus $211.5 million and $14.1 million in FY2024; gross margin fell to 12.5% from 16.8%.

• C.C. Carlton Industries' remaining performance obligations were $165.2 million at March 31, 2026; consolidated cash used in operating activities was $14.3 million for the six months ended June 30, 2026.

Use of proceeds and capital allocation

• No proceeds go to the issuer from selling-stockholder resales; discretionary sales to B. Riley Principal Capital II under the equity facility could generate up to $200 million gross.

• Potential facility proceeds are expected to fund working capital and general corporate purposes; management retains broad discretion over allocation.

• Management expects to retain substantial available funds and future earnings for acquisitions and business growth; any dividends remain subject to board discretion.