Form 8-K

8-K — AIAI Holdings Corp

Accession: 0001493152-26-048643

Filed: 2026-10-27

Period: 2026-10-26

CIK: 0002096362

SIC: 7374 (SERVICES-COMPUTER PROCESSING & DATA PREPARATION)

Item: Entry into a Material Definitive Agreement

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-10.1 (ex10-1.htm)

EX-99.1 (ex99-1.htm)

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8-K

8-K (Primary)

Filename: form8-k.htm · Sequence: 1

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0002096362

2026-10-26

iso4217:USD

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date

of Report (Date of earliest event reported): October 26, 2026

AIAI

HOLDINGS CORPORATION

(Exact

name of registrant as specified in its charter)

Delaware

001-43271

33-4103471

(State

or other jurisdiction

of incorporation)

(Commission

File

Number)

(IRS

Employer

Identification

No.)

17304

Preston Road, Suite 410, Dallas, Texas

75252

(Address

of principal executive offices)

(Zip

Code)

Registrant’s

telephone number, including area code

(214)

396-3330

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions:

☐

Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Class

A Common stock, par value $0.001 per share.

AIAI

The Nasdaq Stock Market LLC

(Nasdaq Global Market)

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ☒

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01.

Entry

into a Material Definitive Agreement.

October 26, 2026, AIAI Holdings Corporation (the “Company”) entered into a Services Agreement (the “Services

Agreement”) with Messier 42 LLC (“M42”). The Services Agreement is an integral component of a new strategy

being jointly implemented by the Company and M42 to develop a War Tech Consortium (the “Consortium”) that will acquire

or partner with defense technology companies to sell military equipment and services in the United States and internationally, subject

to applicable regulations.

Under

the terms of the Services Agreement, the Company will provide to M42 administrative, due diligence, merger and acquisition,

debt and equity, capital markets, and technology services, as well as such other related services which the Company and M42 agree are

necessary for the administration, operation and financing of the business and affairs of the Consortium (the “Services”).

The Services will also include strategic advisory work and the development of frameworks and models for determining which products, services

and companies participate in the Consortium. In consideration for providing the Services, M42 will pay the Company fees

based on an agreed percentage of the net proceeds generated by the company or contract to which M42 is a party. The initial

fee payable to the Company under the Services Agreement is 50% of the net proceeds generated by the existing sales

representative agreement under which the Consortium is engaged in sales of military equipment and services consisting of anti-drone technology

that has a proven record of success in eliminating individual drones and “drone swarms” (the “Existing Agreement”).

The Existing Agreement is the first of what the Company believes will be one of several similar transactions acquired or developed by

the Consortium. Based on its projections, M42 anticipates that the Services Agreement will generate approximately $125 million in cash

for the Company in 2027 based on the current sales pipeline. The transaction will be accretive to earnings per share for the Company’s

existing shareholders.

The

foregoing summary of the Services Agreement is qualified in its entirety by reference to the Services Agreement, which is filed as Exhibit

10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 8.01.

Other

Events.

October 27, 2026, the Company issued a press release announcing the Consortium and the Services Agreement. A copy of the press release

is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01

Financial

Statements and Exhibits.

(d)

Exhibits

No.

Description

10.1

Services Agreement, dated as of October 26, 2026, by and between AIAI Holdings Corporation and Messier 42 LLC.

99.1

Press Release, dated October 27, 2026

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by

the undersigned hereunto duly authorized.

AIAI

HOLDINGS CORPORATION

October

27, 2026

By:

/s/

Todd Furniss

Todd

Furniss

Chief

Executive Officer

EX-10.1

Filename: ex10-1.htm · Sequence: 2

Exhibit

10.1

SERVICES

AGREEMENT

This

SERVICES AGREEMENT (this “Agreement”) is made and entered into as of October 26, 2026 (the “Effective

Date”), by and between AIAI Holdings Corporation, a Delaware corporation (together with its subsidiaries, the “Service

Provider”), and Messier 42 LLC, a Delaware limited liability company (together with its subsidiaries, the “Company”).

Service Provider and the Company are sometimes referred to herein individually as a “Party” and collectively

as the “Parties.”

WHEREAS,

the Service Provider and the Company are in the process of establishing a joint venture, to be called the War Tech Consortium, which

will acquire defense technology companies that will sell products and services in the United States and internationally, subject to applicable

regulations;

WHEREAS,

the products and services offered by the acquired entities will be enhanced using the combined resources of the Service Provider and

the Company and their proprietary transformational artificial intelligence; and

WHEREAS,

the Company desires to retain Service Provider to provide certain administrative, due diligence, merger and acquisition, debt and equity

financing, capital markets, and technology services to the Company in connection with the development and operation of the War Tech Consortium,

and Service Provider is willing to provide such services to the Company, upon the terms and conditions set forth in this Agreement.

NOW,

THEREFORE, in consideration of the foregoing, the terms and conditions hereinafter set forth, and other good and valuable consideration,

the receipt and sufficiency of which are hereby acknowledged, the Parties hereto hereby agree as follows:

Retention of Service Provider; Services. The Company hereby retains Service Provider, and Service Provider hereby agrees,

to provide to the Company certain administrative, due diligence, merger and acquisition, debt and equity, capital markets, and technology

services, as well as such other related services which the Parties shall mutually determine are necessary for the administration,

operation, and financing of the business and affairs of the War Tech Consortium (the “Services”). The Services

will also include strategic advisory work and the development of frameworks and models for determining which products, services and companies

participate in the War Tech Consortium. The Parties agree that the Services shall be provided by the employees of Service Provider

listed on Schedule A hereto or their replacements (the “Employees”), or third-party providers hired

by Service.

Relationship of the Parties. At no time shall the Employees, any independent contractors engaged by Service Provider and/or

the employees of any such independent contractors be considered employees of the Company. Service Provider shall be responsible for complying

with all federal, state and local labor and tax laws and regulations with respect to Employees. This Agreement is not one of agency between

Service Provider and the Company, but one in which Service Provider is engaged to provide the Services as an independent contractor.

All employment arrangements are therefore solely Service Provider’s concern, and the Company shall not have any liability with

respect thereto except as otherwise expressly set forth herein.

Duties of Service Provider.

3.1

Service Provider will perform, or cause to be performed, the Services hereunder with not less than the degree of care, skill and

diligence with which it performs or would perform similar services for itself consistent with past practices (including, without limitation,

with respect to the type, quantity, quality and timeliness of such services). If Service Provider is required to engage third parties

to perform one or more of the Services required hereunder, Service Provider shall use all commercially reasonable efforts to cause such

third parties to deliver such Services in a competent and timely fashion. Service Provider shall give the Company notice and receive

the written consent of the Company prior to retaining any such third party.

3.2

Service Provider shall maintain books, records, documents and other written evidence, consistent with its normal accounting procedures

and practices, sufficient to accurately, completely and properly reflect the performance of the Services hereunder and the amounts due

in accordance with any provision of this Agreement.

Term.

4.1

The term of this Agreement shall commence as of the Effective Date and shall continue in effect for five years (the “Initial

Term”), and thereafter shall be automatically renewed upon the same terms and conditions set forth herein for subsequent

one year terms (each, a “Renewal Term”) unless Service Provider or the Company gives notice in writing within

180 days before the expiration of the Initial Term or any Renewal Term of its desire to terminate this Agreement; provided, however,

that either the Company or Service Provider will have the right to terminate this Agreement following a breach of a material term of

this Agreement by the other Party hereto and a failure to cure such breach within 30 days following written notice thereof. The Initial

Term and any Renewal Terms are referred to herein collectively as the “Term”.

4.2

Notwithstanding Section 4.1, the Parties agree that this Agreement will terminate upon (i) the liquidation or dissolution

of the Company, (ii) the sale of all or substantially all of the assets of the Company to a third party, (iii) the sale of control the

Company, whether by sale of membership interests, merger, reorganization, consolidation or otherwise, to a third party, or (iv) Service

Provider (a) applies for or consents to the appointment of a receiver, trustee, liquidator, or custodian of itself or of all or a substantial

part of its property, (b) makes a general assignment for the benefit of its or any of its creditors, (c) is unable, or admits in writing

its inability, to pay its debts generally as they mature or (d) commences a voluntary case or other proceeding seeking liquidation, reorganization

or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect

or consents to any cash relief or to the appointment of or taking possession of its property by any official in an involuntary case or

other proceeding commenced against it.

- 2 -

Compensation.

5.1

Fees. As consideration for the performance of the Services, the Company shall pay Service Provider the following fees (collectively,

the “Fees”):

5.1.1

50% of the net proceeds paid to the Company under the terms of that certain Sales Representative Agreement, dated May12, 2026

(the “Teaming Agreement”).

5.1.2

Such percentage of the net proceeds paid to the Company under the terms of any sales and marketing agreements relating to the

War Tech Consortium entered into by the Company and/or one or more of its affiliate following the date of this Agreement (the “Subsequent

Agreements”) as shall be agreed to between the Company and the Service Provider at the time any such Subsequent Agreement

is entered into.

5.2

Payment. Company shall deliver to Service Provider, within 10 days following each calendar month, a statement setting forth

the financial results of the Teaming Agreement and any Subsequent Agreement for the previous calendar month, including the aggregate

net profits produced by such agreements (such aggregate amount being the Fees). Within 15 days following the end of each fiscal quarter,

the Company shall provide to Service Provider such access to the Company’s books and records as is reasonably necessary for Service

Provider to (i) confirm the calculation of the Fees paid during the prior fiscal quarter and (ii) prepare Service Provider’s quarterly

and annual financial statements in compliance with the applicable disclosure obligations.

5.3

Form of Payment. Each payment made pursuant to this Agreement will be paid by wire transfer of immediately available federal

funds to such account as Service Provider may specify to the Company in writing prior to such payment.

Assignment. Neither Party may assign any of its rights or delegate any of its duties under this Agreement without the prior

written consent of the other Party.

Further Assurances. The Parties agree to work together to develop a corporate governance structure to establish roles and

responsibilities regarding the oversight of the operations of the Teaming Agreement and any Subsequent Agreement.

Choice of Law. Except as set forth below, this Agreement shall be construed and interpreted, and the rights of the Parties

shall be governed by, the internal laws of the State of Texas without giving effect to conflicts of laws rules and principles that require

the application of the laws of any other jurisdiction.

Entire Agreement; Amendments and Waivers. This Agreement, together with all Schedules hereto, constitute the entire agreement

between the Parties pertaining to the subject matter hereof and supersede all prior and contemporaneous agreements, understandings, negotiations

and discussions, whether oral or written, of the Parties, and there are no other warranties, representations or other agreements between

the parties in connection with the subject matter hereof. No amendment, supplement, modification or waiver of this Agreement shall

be binding unless executed in writing by all Parties hereto. No waiver of any of the provisions of this Agreement shall be deemed to

constitute a waiver of any other provision hereof (whether or not similar), nor shall such waiver constitute a continuing waiver unless

expressly agreed to in writing by the affected Party.

- 3 -

10.

References; Headings; Interpretation. All references in this Agreement to Exhibits, Articles, Sections, subsections and other

subdivisions refer to the corresponding Exhibits, Articles, Sections, subsections and other subdivisions of or to this Agreement unless

expressly provided otherwise. Titles appearing at the beginning of any Articles, Sections, subsections or other subdivisions of this

Agreement are for convenience only, do not constitute any part of this Agreement, and shall be disregarded in construing the language

hereof. The words “this Agreement,” “herein,” “hereby,” “hereunder” and “hereof”

and words of similar import refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. The

words “this Article,” “this Section” and “this subsection” and words of similar import refer only

to the Article, Section or subsection hereof in which such words occur. The word “or” is not exclusive, and the word “including”

(in its various forms) means “including, without limitation.” Pronouns in masculine, feminine or neuter genders shall be

construed to state and include any other gender, and words, terms and titles (including terms defined herein) in the singular form shall

be construed to include the plural and vice versa, unless the context otherwise requires.

11.

Notices. Unless otherwise provided herein, any notice, request, consent, instruction or other document to be given hereunder

by any Party hereto to another Party hereto shall be in writing and will be deemed given: (a) when received, if delivered personally

or by courier; or (b) on the date receipt is acknowledged, if delivered by certified mail, postage prepaid, return receipt requested;

or (c) one day after transmission, if sent by facsimile or electronic mail transmission with confirmation of transmission, as follows:

to the Company:

Messier

42 LLC

17304

Preston Road, Suite 410

Dallas,

Texas 75252

Email:

jr@richmont.com

Attention:

John P. Rochon

to Service Provider:

AIAI

Holdings Corporation

17304

Preston Road, Suite 410

Dallas,

Texas 75252

Email:

tf@aiaholdings.com

Attention:

Todd Furniss

12.

Counterparts. This Agreement may be executed in one or more counterparts, including by facsimile and portable document format

(.pdf) delivery, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.

The Parties agree and acknowledge that delivery of a signature by facsimile or in .pdf form shall constitute execution by such signatory.

13.

Invalidity. In the event that any one or more of the provisions contained in this Agreement or in any other instrument referred

to herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability

shall not affect any other provision of this Agreement or any other such instrument, and such invalid, illegal or unenforceable provision

shall be interpreted so as to give the maximum effect of such provision allowable by law.

14.

Additional Documents. Each of the Parties hereto agree to execute any document or documents that may be requested from time

to time by the other Party to implement or complete such Party’s obligations pursuant to this Agreement and to otherwise cooperate

fully with such other Party in connection with the performance of such Party’s obligations under this Agreement.

- 4 -

15.

Successors and Assigns. Except as herein otherwise specifically provided, this Agreement shall be binding and inure to the

benefit of the Parties and their successors and permitted assigns.

16.

No Third-Party Beneficiaries. This Agreement is solely for the benefit of the Parties hereto and their successors and assigns

permitted under this Agreement, and no provisions of this Agreement shall be deemed to confer upon any other persons any remedy, claim,

liability, reimbursement, cause of action or other right except as expressly provided herein.

17.

No Presumption Against Any Party. Neither this Agreement nor any uncertainty or ambiguity herein shall be construed or resolved

against any Party, whether under any rule of construction or otherwise. On the contrary, this Agreement has been reviewed by each of

the Parties and their counsel and shall be construed and interpreted according to the ordinary meaning of the words used so as to fairly

accomplish the purposes and intentions of all Parties hereto.

18.

Specific Performance. The Parties acknowledge and agree that any Party would be damaged irreparably in the event any of the

provisions of this Agreement are not performed in accordance with their specific terms or otherwise are breached. Accordingly, the Parties

agree that any Party shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Agreement and to

enforce specifically this Agreement and the terms and provisions hereof as set forth in Section 19.

19.

Arbitration.

19.1

Any dispute, controversy or claim arising out of, connected with, or relating to this Agreement, including without limitation any

dispute as to the existence, validity, construction, interpretation, negotiation, performance, breach, termination or enforceability

of this Agreement (a “Dispute”) shall be resolved by final and binding arbitration before a single independent

and impartial arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association (“AAA”)

then in effect. The AAA Optional Rules for Emergency Measures of Protection shall also apply. If the Parties are unable to agree on a

mutually acceptable arbitrator within 15 days of the submission of the Dispute to arbitration, the arbitrator shall be appointed by the

AAA. The Parties acknowledge that arbitration is intended to be a more expeditious and less expensive method of dispute resolution than

court litigation. The award of the arbitrator shall be in writing and provide reasons for the award. The arbitrator must certify in the

award that such award conforms to the terms and conditions set forth in this Agreement, including that such award has been rendered in

accordance with the applicable governing law. The arbitrator shall have the authority to assess the costs and expenses of the arbitration

proceeding (including the fees and expenses of the arbitrator and the AAA) against any or all of the Parties. The arbitrator shall also

have the authority to award reasonable attorneys’ fees and expenses to the prevailing Party. The place of arbitration shall be

Dallas, Texas unless another location is mutually agreed upon by the Parties to such arbitration. The award of the arbitrator shall be

binding on the Parties, and the award may, but need not, be entered as judgment in a court of competent jurisdiction. This agreement

to arbitrate shall not preclude the Parties from engaging in parallel voluntary, non-binding settlement efforts including mediation.

19.2

The Parties undertake to keep confidential all awards in their arbitration, together will all materials in the proceedings created

for the purpose of the arbitration and all other documents produced by another party in the proceedings not otherwise in the public domain,

save and to the extent that disclosure may be required of a Party by legal duty, to protect or pursue a legal right or to enforce or

challenge an award in legal proceedings before a court or other judicial authority.

19.3 Arbitration

shall be the exclusive dispute resolution mechanism hereunder; provided that nothing contained in this Section 19 shall limit

any party’s right to bring (i) an application to enforce this agreement to arbitrate, (ii) actions seeking to enforce an

arbitration award or (iii) actions seeking injunctive or other similar relief in the event of a breech or threatened breach of any

of the provisions of this Agreement (or any other agreement contemplated hereby). The specifically enumerated judicial proceedings

shall not be deemed incompatible with the agreement to arbitrate or a waiver of the right to arbitrate and, each party irrevocably

and unconditionally (and without limitation): (i) submits to and accepts, for itself and in respect of its assets, generally and

unconditionally the non exclusive jurisdiction of the courts located in Dallas County, Texas of the United States and the State of

Texas, (ii) waives any objection it may have now or in the future that such action or proceeding has been brought in an inconvenient

forum, (iii) agrees that in any such action or proceeding it will not raise, rely on or claim any immunity (including, without

limitation, from suit, judgment, attachment before judgment or otherwise, execution or other enforcement), (iv) waives any right of

immunity which it has or its assets may have at any time, and (v) consents generally to the giving of any relief or the issue of any

process in connection with such action or proceeding including, without limitation, the making, enforcement or execution of any

order or judgment against any of its property. IN ENTERING INTO THE ARBITRATION PROVISION OF THIS SECTION 19, EACH PARTY TO

THIS AGREEMENT KNOWINGLY AND VOLUNTARILY WAIVES ITS RIGHTS TO A JURY TRIAL, INCLUDING ANY RIGHTS TO A TRIAL BY JURY IN ANY

LITIGATION IN ANY COURT WITH RESPECT TO, IN CONNECTION WITH, OR ARISING OUT OF THIS AGREEMENT OR ANY ANCILLARY AGREEMENT REFERENCED

HEREIN OR THE VALIDITY, PROTECTION, INTERPRETATION, COLLECTION OR ENFORCEMENT THEREOF.

[Signature

Page Follows]

- 5 -

WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as of the day and year first written above.

COMPANY:

MESSIER 42 LLC

By:

/s/ John P. Rochon

Name:

John P. Rochon

Title:

Chairman

SERVICE PROVIDER:

AIAI HOLDINGS CORPORATION

By:

/s/ Todd Furniss

Name:

Todd Furniss

Title:

Chief Executive Officer

Signature

Page to Services Agreement

SCHEDULE A

Employees

Chief Executive Officer

Chief Financial Officer

Chief Accounting Officer

Chief Science Officer

General Counsel

EX-99.1

Filename: ex99-1.htm · Sequence: 3

Exhibit

99.1

AIAI

Holdings and M42 Complete Strategic Transaction to Establish a War Tech Consortium

The transaction will be accretive

to earnings per share for the current Ai² shareholders

Based on

projections provided by M42, it is anticipated that the Services Agreement will generate approximately $125 million in cash for

Ai² in 2027 based on the current sales pipeline

DALLAS,

TX / ACCESS NEWSWIRE / October 27, 2026 / AIAI Holdings Corporation (NASDAQ: AIAI) (“Ai² “ or the “Company”),

an AI-enabled diversified holding company utilizing Transformational AI to enhance portfolio performance, today announced that they

are partnering with Messier 42 LLC (“M42”), under common control with Ai², to create a War Tech Consortium (the

“Consortium”).

Under

the terms of the services agreement (described below) the

Consortium will pursue the acquisition of, and strategic partnerships with, defense technology companies to commercialize and distribute

products and services in the US and internationally, subject to applicable regulations. Through the combined resources and expertise

of Ai² and M42, the Consortium intends to enhance the capabilities, operational efficiency and market potential of its portfolio

companies and contractual relationships by integrating Ai²’s proprietary Transformational Artificial Intelligence (“TAI”)

across their products, services, and business operations.

The

speed at which the portrait of war is changing is at a point that humans have not dealt with in our known history. The Consortium will

focus on applying psychometric Ai, a key component of TAI, to the central platform brain which we expect will create an opportunity for the immediate insertion of new

weaponry and cyber security bots. Mankind needs an ally from the individual to the sovereign state level. The same is increasingly the

case in commercial realm where terrorist threats are more frequent than ever.

This

announcement is an expansion of the transaction described in of the press release dated September 18, 2026, describing the capital contribution

to be made by M42 to Ai² of a controlling interest in the M42 subsidiary that has a sales representative agreement to enhance and

sell anti-drone technology (the “Existing Agreement”). The new collaborative arrangement with M42 will be undertaken pursuant

to a services agreement entered into between Ai² and M42 on October 26, 2026 (the “Services Agreement”). Under the

Services Agreement, Ai² will provide services to M42 necessary to develop and enhance the Consortium’s business relationships.

Ai² and M42 will work together to assemble a portfolio of defense related entities of the operations of which are expected

to be enhanced by the Consortium’s technology to collectively address contemporary and future military threats. In consideration

for providing these services, the Company will receive a percentage of the net proceeds generated by the Consortium’s businesses,

beginning with the right to receive 50% of the net proceeds generated by the Existing Agreement. The Existing Agreement is the

first of what the companies believe will be several similar transactions acquired or developed by the Consortium.

While

the transaction does not provide for a controlling interest in the M42 subsidiary as previously announced, it reflects a much broader

strategic approach to defense technologies addressing both current and emerging security needs. It also recognizes growing commercial

demand for advanced defense and protective technologies to safeguard high value fixed assets, including professional and collegiate sports

stadiums, shopping malls and other commercial, municipal and state facilities.

This

transaction will be accretive to the earnings per share for the existing Ai² shareholders. Based on its projections, M42

anticipates that the Services Agreement will generate approximately $125 million in cash for Ai² in 2027 based on the current sales

pipeline.

This

transaction represents a deepening of the mutually beneficial relationship between M42 and Ai² and underscores their continuing

conviction in Ai²’s long-term strategy, its differentiated position in TAI, and the ability of its Board and management team

to execute at scale. The Rochon family which controls M42 has been associated with Ai² since its inception, and the Services

Agreement between the two entities further aligns their interests with Ai²’s long-term value creation objectives.

“The

management team of Ai² and its Board of Directors have demonstrated already their remarkable capabilities as a team to execute on

the company’s vision and strategy. Further, my family and I have a vested interest in their success and in working together to

create value that will lead to a safer world,” said Chairman John Rochon.

“We

are grateful for the continued confidence that the Rochon Family has in our team. This strategic transaction will fundamentally strengthen

the Company by enhancing our cash position allowing us to build on our long-term dilution strategy without dilution to shareholders,”

said Todd Furniss, Ai²’s Chief Executive Officer.

About

AIAI Holdings Corporation

AIAI

Holdings Corporation (Ai²) (NASDAQ:AIAI) is an AI-enabled diversified holding company that acquires and grows companies across multiple

industries. We expect to drive revenue and earnings growth throughout our portfolio by applying exclusively licensed Transformational

AI to enhance operational efficiency and financial performance.

Ai²

is building a next-generation model for technology-enabled business operations, which is expected to create sustainable value for shareholders

through the strategic integration of artificial intelligence across diverse industries. More information can be found at: www.aiaiholdings.com

Cautionary

Note Regarding Forward Looking Statements

This

press release contains “forward-looking statements” or “forward-looking information” within the meaning of the

Private Securities Litigation Reform Act of 1995, including statements regarding the plans, intentions, beliefs, and current expectations

of the Company with respect to future business activities and plans of the Company, including, without limitation, M42’s projections

of revenues that it expects to be generated by the business relationships subject to the Services Agreement. All statements contained

in this press release that do not relate to matters of historical fact should be considered forward-looking statements, including without

limitation statements regarding our expectations, intentions, beliefs, plans, objectives, goals, strategies, future events or performance,

and underlying assumptions. Forward-looking statements are often identified by the use of words such as “may,” “will,”

“expect,” “believe,” “anticipate,” “intend,” “would,” “could,”

“should”, “estimate,” “plan,” “predict,” “project,” “estimate”,

or “continue,” or similar expressions, including the negative of these terms or other comparable terminology.

Forward-looking

statements are based on the Company’s current expectations regarding its strategy, plans, intentions, performance, or future occurrences

or results, the information on which such expectations were based may change. These forward-looking statements rely on a number of assumptions

concerning future events, including the third-party revenue projections that are contained herein, and are subject to a number

of known and unknown risks, uncertainties, and other factors, many of which are outside of the Company’s control, that could cause

actual results, performance, or achievements to materially differ from any future results, performance, or achievements expressed or

implied by the forward-looking statements. Such risks, uncertainties and other factors include, but are not limited to our lack of operating

history, our ability to attract new investments, our failure to manage growth effectively, our acquisition activities may pose risks

that could harm our business, and our licensed AI may not perform up to the expected standards, as well as general business and economic

conditions, competitive pressures, regulatory changes, technological developments, and other factors identified in the Company’s

most recent filings with the U.S. Securities and Exchange Commission, including our Registration Statement on Form S-1, which are available

for review at www.sec.gov. Furthermore, the Company operates in a competitive environment where new and unanticipated risks may

arise. Accordingly, investors should not place any reliance on forward-looking statements as a prediction of actual results.

The

forward-looking statements in this press release are based on information available to us as of the date hereof, and we disclaim any

intention to, and, except as may be required by law, undertake no obligation to, update or revise forward-looking statements to reflect

events or circumstances that subsequently occur or of which the Company hereafter become aware. These forward-looking statements should

not be relied upon as representing our views as of any date subsequent to the date of this press release.

Visit

and follow AIAI Holdings Corporation online:

Website: www.aiaiholdings.com

LinkedIn: https://www.linkedin.com/company/aiaiholdings/

X/Twitter: https://x.com/_AiSquared

Instagram: https://www.instagram.com/_aisquared/

Facebook: https://www.facebook.com/aiaiholdings

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v3.26.3

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Oct. 26, 2026

Cover [Abstract]

Document Type

8-K

Amendment Flag

false

Document Period End Date

Oct. 26, 2026

Entity File Number

001-43271

Entity Registrant Name

AIAI

HOLDINGS CORPORATION

Entity Central Index Key

0002096362

Entity Tax Identification Number

33-4103471

Entity Incorporation, State or Country Code

Entity Address, Address Line One

17304

Preston Road

Entity Address, Address Line Two

Suite 410

Entity Address, City or Town

Dallas

Entity Address, State or Province

Entity Address, Postal Zip Code

75252

City Area Code

(214)

Local Phone Number

396-3330

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Title of 12(b) Security

Class

A Common stock, par value $0.001 per share.

Trading Symbol

AIAI

Security Exchange Name

NASDAQ

Entity Emerging Growth Company

true

Elected Not To Use the Extended Transition Period

false

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For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

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