0002096362 2025-01-01 2025-12-31 0002096362 dei:BusinessContactMember 2025-01-01 2025-12-31 0002096362 2025-12-31 0002096362 2024-12-31 0002096362 2024-07-19 2024-12-31 0002096362 us-gaap:ProductMember 2025-01-01 2025-12-31 0002096362 us-gaap:ProductMember 2024-07-19 2024-12-31 0002096362 us-gaap:ServiceMember 2025-01-01 2025-12-31 0002096362 us-gaap:ServiceMember 2024-07-19 2024-12-31 0002096362 2024-07-18 0002096362 us-gaap:CommonStockMember 2024-07-18 0002096362 AIAI:StockSubscriptionReceivableMember 2024-07-18 0002096362 us-gaap:AdditionalPaidInCapitalMember 2024-07-18 0002096362 us-gaap:RetainedEarningsMember 2024-07-18 0002096362 us-gaap:CommonStockMember 2024-12-31 0002096362 AIAI:StockSubscriptionReceivableMember 2024-12-31 0002096362 us-gaap:AdditionalPaidInCapitalMember 2024-12-31 0002096362 us-gaap:RetainedEarningsMember 2024-12-31 0002096362 us-gaap:CommonStockMember 2024-07-19 2024-12-31 0002096362 AIAI:StockSubscriptionReceivableMember 2024-07-19 2024-12-31 0002096362 us-gaap:AdditionalPaidInCapitalMember 2024-07-19 2024-12-31 0002096362 us-gaap:RetainedEarningsMember 2024-07-19 2024-12-31 0002096362 us-gaap:CommonStockMember 2025-01-01 2025-12-31 0002096362 AIAI:StockSubscriptionReceivableMember 2025-01-01 2025-12-31 0002096362 us-gaap:AdditionalPaidInCapitalMember 2025-01-01 2025-12-31 0002096362 us-gaap:RetainedEarningsMember 2025-01-01 2025-12-31 0002096362 us-gaap:CommonStockMember 2025-12-31 0002096362 AIAI:StockSubscriptionReceivableMember 2025-12-31 0002096362 us-gaap:AdditionalPaidInCapitalMember 2025-12-31 0002096362 us-gaap:RetainedEarningsMember 2025-12-31 0002096362 AIAI:StockSubscriptionAgreementMember 2025-03-01 2025-03-01 0002096362 AIAI:StockSubscriptionAgreementMember 2025-03-01 0002096362 srt:MinimumMember 2025-01-01 2025-12-31 0002096362 srt:MaximumMember 2025-01-01 2025-12-31 0002096362 srt:ExecutiveOfficerMember us-gaap:SubsequentEventMember 2026-01-15 2026-01-15 0002096362 2025-11-01 2025-11-30 0002096362 2025-11-30 0002096362 AIAI:SixOperatingCompaniesMember us-gaap:SubsequentEventMember AIAI:PurchaseAgreementMember 2026-01-23 0002096362 AIAI:SixOperatingCompaniesMember us-gaap:SubsequentEventMember AIAI:PurchaseAgreementMember 2026-01-23 2026-01-23 0002096362 us-gaap:SubsequentEventMember AIAI:LicenseAgreementMember 2026-01-23 2026-01-23 0002096362 us-gaap:SubsequentEventMember AIAI:ShareExchangeAgreementMember 2026-01-22 2026-01-22 iso4217:USD shares iso4217:USD shares pure true 0002096362 S-1/A

Amendment No. 6 AIAI HOLDINGS CORPORATION DE 33-4103471 17304 Preston Road Suite 520 Dallas TX 75252 (214) 935-9853 Todd Furniss 17304 Preston Road Suite 520 Dallas TX 75252 (214) 935-9853 Non-accelerated Filer false true false

1412000

0.001

10000000

1000

2487000

-3899000

-1412000

3899000

-3899000

-4664.21

836

-3899000

1412000

-2487000

2487000

1000

2487000

-3899000

1000

2487000

-3899000

-1412000

1000

2487000

-3899000

-1412000

1. Organization, Basis of Presentation, and Summary of Significant Accounting Policies Organization, Formation and Description of Business AIAI Holdings Corporation (the “Company”) was formed as a Delaware corporation on July 19, 2024 under the name MXLII Corporation. On November 3, 2025, MXLII Corporation amended its certificate of incorporation to change its legal name to AIAI Holdings Corporation. The Company was formed for the purpose of completing a direct listing of the Company’s common equity on a U.S. stock exchange (“Direct Listing”) and creating an AI-powered ecosystem through acquiring, integrating, and scaling companies that have high potential for increased operating results through the application of AI. Financial Statement Preparation The accompanying financial statements have been prepared in accordance with U.S. generally accepted accounting principles as set forth in the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“U.S. GAAP”) and in conjunction with the rules and regulations of the Securities and Exchange Commission (“SEC”). Use of Estimates The preparation of the accompanying financial statements and related disclosures in conformity with U.S. GAAP requires management to make judgments, assumptions and estimates that affect the amounts reported in the financial statements and accompanying notes. Estimates and judgments are based on various assumptions that the Company believes are reasonable under the circumstances. Actual results could differ from those estimates. Commitments and Contingencies The Company is not a party to any pending claims or legal proceedings and is not aware of any other claims that it believes could, individually or in the aggregate, have a material adverse effect on the Company’s financial position, results of operations or cash flows. See Note 3. Transaction Advisory Costs for certain contingent fee arrangements that the Company has entered into with service providers.

Organization, Formation and Description of Business AIAI Holdings Corporation (the “Company”) was formed as a Delaware corporation on July 19, 2024 under the name MXLII Corporation. On November 3, 2025, MXLII Corporation amended its certificate of incorporation to change its legal name to AIAI Holdings Corporation. The Company was formed for the purpose of completing a direct listing of the Company’s common equity on a U.S. stock exchange (“Direct Listing”) and creating an AI-powered ecosystem through acquiring, integrating, and scaling companies that have high potential for increased operating results through the application of AI. Financial Statement Preparation The accompanying financial statements have been prepared in accordance with U.S. generally accepted accounting principles as set forth in the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“U.S. GAAP”) and in conjunction with the rules and regulations of the Securities and Exchange Commission (“SEC”).

Use of Estimates The preparation of the accompanying financial statements and related disclosures in conformity with U.S. GAAP requires management to make judgments, assumptions and estimates that affect the amounts reported in the financial statements and accompanying notes. Estimates and judgments are based on various assumptions that the Company believes are reasonable under the circumstances. Actual results could differ from those estimates.

Commitments and Contingencies The Company is not a party to any pending claims or legal proceedings and is not aware of any other claims that it believes could, individually or in the aggregate, have a material adverse effect on the Company’s financial position, results of operations or cash flows. See Note 3. Transaction Advisory Costs for certain contingent fee arrangements that the Company has entered into with service providers.

2. Stockholders’ Equity As of December 31, 2025 and 2024, the Company was authorized to issue 10,000,000 shares of common stock, par value $0.001 per share. No shares of common stock were outstanding as of December 31, 2024. On March 1, 2025, the Company issued <span id="xdx_906_eus-gaap--StockIssuedDuringPeriodSharesNewIssues_pid_c20250301__20250301__us-gaap--TypeOfArrangementAxis__custom--StockSubscriptionAgreementMember_zU5NQY8GR527" title="Number of shares issued">1,000 shares of common stock at par value in connection with a $1.00 stock subscription agreement entered into with its sole stockholder.

10000000

0.001

1000

1.00

3. Transaction Advisory Costs In connection with the planned Direct Listing, the Company has incurred transaction advisory costs for legal, accounting, advisory, valuation, and investor relations services during the year ended December 31, 2025. These costs were funded through capital contributions from the Company’s sole stockholder. Refer to Note 4. Related Party Transactions, for further discussion. To the extent that costs have been incurred but not yet remitted to third party vendors, unpaid amounts have been presented within Accrued liabilities on the balance sheet as of December 31, 2025. Of the total transaction advisory costs incurred through December 31, 2025, $0.28 million is payable in common stock of the Company with the remainder payable in cash. Additionally, the Company has engaged certain third-party service providers to provide transaction advisory services under contingent fee arrangements for which compensation will be become due upon the date of the Direct Listing. Compensation for those services includes contingent fees ranging from $2.85 million to $10.85 million; of this amount $0.85 million is payable in cash with the remainder payable in common stock of the Company. The amount of contingent fees owed will be determined based upon the market capitalization of the Company as of the six-moth anniversary of the Direct Listing. Furthermore, the Company has entered into a contingent fee arrangement with a service provider under which the provider will receive a grant of common shares equal to 1% of the fully diluted shares outstanding as of the date of the Direct Listing. The Company had no operations or expenses during the period from July 19, 2024 (inception) through December 31, 2024. 280000

2850000

10850000

850000

4. Related Party Transactions In connection with transaction advisory costs paid on its behalf, the Company received capital contributions totaling $2.49 million from an affiliated entity under common control of its sole stockholder as discussed in the Note 3. Transaction Advisory Costs.

2490000

5. Employment Agreements The Company had no employees as of December 31, 2025 and 2024. On January 15, 2026, the Company entered into employment agreements with certain executive officers which commence upon the date of the Direct Listing. These executive officers will be entitled to stock-based compensation in the form of <span id="xdx_90E_eus-gaap--StockIssuedDuringPeriodSharesRestrictedStockAwardGross_pid_c20260115__20260115__us-gaap--SubsequentEventTypeAxis__us-gaap--SubsequentEventMember__srt--TitleOfIndividualAxis__srt--ExecutiveOfficerMember_z8K0rTH3iNJ5" title="Restricted common stock awards, shares">850,000 restricted common stock awards, granted upon the date of the Direct Listing, with one-third vesting upon each of the first, second, and third anniversary dates of the Direct Listing. In addition to the restricted common stock awards, executive officers are entitled to annual cash compensation totaling $<span id="xdx_905_eus-gaap--StockIssuedDuringPeriodValueRestrictedStockAwardGross_pn4n6_c20260115__20260115__us-gaap--SubsequentEventTypeAxis__us-gaap--SubsequentEventMember__srt--TitleOfIndividualAxis__srt--ExecutiveOfficerMember_zL6PQwnunL0a" title="Restricted common stock awards, value">2.75 million and discretionary bonuses pursuant to their respective employment agreements. In November 2025, the Company’s Board of Directors adopted an Outside Director Compensation Policy, which was subsequently approved by the stockholders. Under this policy, each non-employee director (an “Outside Director”) is eligible to receive compensation in the form of cash and equity awards commencing upon effectiveness of the Direct Listing. Each Outside Director is entitled to receive annual cash compensation of $100,000, with additional compensation in an aggregate of $150,000 payable to committee chairs. Each Outside Director is also entitled to receive an initial equity award of $150,000 in restricted stock on the first trading day on or after such individual first becomes an Outside Director. This award vests in equal installments on each of the first, second, and third anniversary dates of the grant date. Furthermore, commencing on the first anniversary of services, each Outside Director is entitled to receive an annual grant of $150,000 restricted stock awards, which will vest on the earlier of (i) the one year anniversary of the annual award’s grant date, or (ii) the day immediately before the date of the next annual meeting following the annual award’s grant date.

850000

2750000

100000

150000

6. Income Taxes The Company records a valuation allowance to reduce its deferred tax assets to the amount that is more likely than not to be realized. The Company has net operating loss carryforward deferred tax assets of $0.82 million as of December 31, 2025 which may be carried forward indefinitely. A full valuation allowance has been recorded on the net operating loss carryforward deferred tax assets as of December 31, 2025.

820000

7. Subsequent Events The Company has evaluated subsequent events through March 3, 2026, the date the financial statements were issued. On January 23, 2026, the Company entered into separate agreements (each a “Purchase Agreement”, and together, the “Purchase Agreements”) to acquire <span id="xdx_90E_eus-gaap--BusinessAcquisitionPercentageOfVotingInterestsAcquired_iI_pid_dp_c20260123__us-gaap--TypeOfArrangementAxis__custom--PurchaseAgreementMember__us-gaap--BusinessAcquisitionAxis__custom--SixOperatingCompaniesMember__us-gaap--SubsequentEventTypeAxis__us-gaap--SubsequentEventMember_zahDWy044no4" title="Outstanding equity interest, percentage">100% of the outstanding equity interests of six operating companies: C.C. Carlton Industries, Ltd. (“CCCI”), Constellation Network, Inc. (“Constellation”), gTC MediGuide LP (“MediGuide”), Vanguard Health Solutions, LLC (“Vanguard”), AI Research Corporation (“AIR”), and Bond Street Limited, LLC (each referred to individually as a “Portfolio Company” and collectively as the “Portfolio Companies”). Purchase Agreements will be effective upon completion of the Direct Listing with total consideration payable at closing of $<span id="xdx_90B_eus-gaap--BusinessCombinationConsiderationTransferred1_pn4n6_c20260123__20260123__us-gaap--SubsequentEventTypeAxis__us-gaap--SubsequentEventMember__us-gaap--TypeOfArrangementAxis__custom--PurchaseAgreementMember__us-gaap--BusinessAcquisitionAxis__custom--SixOperatingCompaniesMember_z8UQrMqwSFQ7" title="Consideration payable">628.57 million, consisting of $<span id="xdx_906_eus-gaap--BusinessCombinationConsiderationTransferredEquityInterestsIssuedAndIssuable_pn4n6_c20260123__20260123__us-gaap--SubsequentEventTypeAxis__us-gaap--SubsequentEventMember__us-gaap--TypeOfArrangementAxis__custom--PurchaseAgreementMember__us-gaap--BusinessAcquisitionAxis__custom--SixOperatingCompaniesMember_zQTj3O8s3Ayk" title="Payable in stock">549.45 million in common stock, $<span id="xdx_904_eus-gaap--SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsVestedInPeriodFairValue1_pn4n6_c20260123__20260123__us-gaap--SubsequentEventTypeAxis__us-gaap--SubsequentEventMember__us-gaap--TypeOfArrangementAxis__custom--PurchaseAgreementMember__us-gaap--BusinessAcquisitionAxis__custom--SixOperatingCompaniesMember_zO2jd8VxdlDk" title="Vested option amount">75.07 million in fully vested options on common stock, and $<span id="xdx_90C_eus-gaap--PaymentsToAcquireBusinessesGross_pn4n6_c20260123__20260123__us-gaap--SubsequentEventTypeAxis__us-gaap--SubsequentEventMember__us-gaap--TypeOfArrangementAxis__custom--PurchaseAgreementMember__us-gaap--BusinessAcquisitionAxis__custom--SixOperatingCompaniesMember_zuZc7KJvgnRl" title="Payments to acquire businesses gross">4.05 million in cash. Additional contingent consideration of up to $<span id="xdx_905_eus-gaap--BusinessCombinationContingentConsiderationLiability_iI_pn5n6_c20260123__us-gaap--SubsequentEventTypeAxis__us-gaap--SubsequentEventMember__us-gaap--TypeOfArrangementAxis__custom--PurchaseAgreementMember__us-gaap--BusinessAcquisitionAxis__custom--SixOperatingCompaniesMember_zLSUkv4wED93" title="Contingent consideration">24.0 million is payable in common stock. The purchase consideration for certain Portfolio Companies is subject to adjustment for net indebtedness as of the closing date. On January 23, 2026, the Company entered into a License Agreement with Messier 42, LLC (“M42”), under which M42 will grant us a license for the exclusive use of M42 AI Technology, conditioned upon effectiveness of the Direct Listing. As consideration, the Company will issue shares of common stock to M42 for a total value of $<span id="xdx_902_eus-gaap--StockIssuedDuringPeriodValueNewIssues_pn4n6_c20260123__20260123__us-gaap--SubsequentEventTypeAxis__us-gaap--SubsequentEventMember__us-gaap--TypeOfArrangementAxis__custom--LicenseAgreementMember_zvMgIZy8E4dd" title="Number of shares issued, value">502.74 million. Additionally, the Company has agreed enter into a Technology Services Agreement with M42, under which M42 will provide ongoing updates and enhancements to AI technology, as well as implementation support for the Company’s Portfolio Companies, conditioned upon effectiveness of the Direct Listing. In exchange, the Company will pay an annual service fee equal to 3% of our consolidated annual revenue, payable in cash or shares of common stock. On January 22, 2026, the Company entered into a share exchange agreement with a newly formed C-corporation, Messier Blocker Corporation, under which the Company will issue shares of common stock valued at $<span id="xdx_905_eus-gaap--StockIssuedDuringPeriodValueNewIssues_pn5n6_c20260122__20260122__us-gaap--SubsequentEventTypeAxis__us-gaap--SubsequentEventMember__us-gaap--TypeOfArrangementAxis__custom--ShareExchangeAgreementMember_zjZtps5RvCBj" title="Number of shares issued, value">326.0 million in exchange for non-voting preferred stock of M42 Blocker Corp, whose principal asset is a non-controlling investment in M42, conditioned upon effectiveness of the Direct Listing.

628570000

549450000

75070000.00

4050000.00

24000000.0

502740000

326000000.0