AIAI Holdings Corp

S-1 filed

DRS/A amended

AIAI Holdings Corp's Q1 2026 results show a significant decline in total revenue to $631K (vs $1.3M in Q1 2025) driven by a 83.5% drop in Rewards (node/staking) revenue due to falling DAG token values. Operating losses widened to $2.45M (vs $2.38M profit in Q1 2025), with salaries rising 149.4% to $2.27M and digital asset gains falling 79.4% to $695K. Full-year 2025 revenue fell 44.4% to $3.54M, with operating losses of $1.02M. Key factors include reduced equipment sales, government license income, and challenges in sustaining staking rewards.

DRS filed

AIAI Holdings Corp's current DRS filing includes reclassification adjustments for revenue, cost of contracts, and expenses across entities like CCCI and Constellation. Financial statements show a net loss of $3.73 million for the three months ended March 31, 2026, with significant adjustments to revenue recognition and expense categorization. The filing also details balance sheet reclassifications, including inventory, digital assets, and related party transactions.

424B4 priced

AIAI Holdings Corp's current filing highlights Q1 2026 financial performance, showing a 5.6% revenue decline to $58.9M compared to Q1 2025, driven by reduced project launches, adverse weather, and lower-margin project mix. Gross profit plummeted 60.9% to $3.5M, with net loss of $3.7M versus a $2.5M profit in the prior year. Key factors include labor inefficiencies, inflationary pressures, and margin compression. The filing also notes increased general and administrative expenses due to public company compliance costs. Adjusted EBITDA turned negative at -$1.1M, down 125.3% from $4.4M in Q1 2025. The company anticipates ongoing liquidity challenges and volatility in working capital due to contract timing and market conditions.

424B4 priced

69,483,430 shares · Gross proceeds $0.00

AIAI Holdings Corp's 2025 financial performance shows increased revenue but declining profitability. Revenue rose 19.7% to $253.1 million, driven by higher-value projects and expanded customer base, while cost of contracts surged 25.9% to $221.5 million, leading to a 4.4% increase in cost-to-revenue ratio. Operating income fell 48% to $8.2 million, net income dropped 51.8% to $6.8 million, and adjusted EBITDA declined 36.3% to $13.0 million. The company attributes these challenges to inflationary pressures, lower-margin project shifts, and increased G&A expenses from public company compliance.

EFFECT effective

AIAI Holdings Corp filed an S-1 registration statement, indicating preparation for an initial public offering (IPO). The filing became effective on May 6, 2026, marking the company's transition from private to public market readiness.

8-A12B effective

AIAI Holdings Corp filed a Form 8-A12B to register Class A common stock for a direct listing on Nasdaq, distinct from an IPO. The filing emphasizes resale of existing shares by stockholders without underwriting, contrasting with the previous S-1/A which likely contained more detailed business and financial disclosures. The company highlights the novel nature of the direct listing, potential volatility in trading, and absence of firm-commitment underwriting.

CERT inactive

AIAI Holdings Corp filed a CERT form on 2026-05-06 for the registration of Class A Common Stock on The Nasdaq Stock Market LLC, following prior 8-A12B filing for similar purposes. The current filing confirms ongoing securities registration processes.

S-1/A amended

69,483,430 shares

AIAI Holdings Corp filed an S-1/A registration statement for a direct listing on Nasdaq, enabling existing shareholders to resell 69,483,430 shares of Class A common stock. The offering, not underwritten by investment banks, involves a financial advisor (RBW Capital Partners, LLC) and highlights risks related to market volatility, lack of public trading history, and uncertainty around Nasdaq approval. The company is an emerging growth company and will be deemed a 'controlled company' post-listing due to founder voting control.

S-1/A amended

69,483,430 shares

AIAI Holdings Corp filed an S-1/A registration statement for a direct listing on Nasdaq, reselling 69,483,430 shares of Class A common stock by existing shareholders. The filing highlights the absence of underwriting, the role of RBW Capital Partners as financial advisor, and risks related to Nasdaq listing approval, volatility of trading volume, and the company's status as a controlled entity. The offering includes details about the price-setting mechanism and the Advisor's involvement in the listing process.

S-1/A amended

69,483,430 shares · Gross proceeds $0.00

AIAI Holdings Corp is registering shares for a direct listing on Nasdaq, allowing Registered Stockholders to resell up to 69,483,430 shares of Class A common stock. The offering is not underwritten, and the company will not receive proceeds. RBW Capital Partners, LLC serves as the financial advisor, guiding the Direct Listing process. The company anticipates trading on Nasdaq but faces risks related to market volatility, lack of public trading history, and dependency on Nasdaq approval.

S-1/A amended

69,483,430 shares

AIAI Holdings Corp is conducting a direct listing on Nasdaq without a traditional underwritten offering. The company, led by CEO Todd Furniss, is a controlled company with founder John P. Rochon owning 50.1% of voting power. The filing outlines the process for the Direct Listing, including the role of financial advisor RBW Capital Partners, LLC, and highlights risks related to Nasdaq listing approval, stock price volatility, and limited trading history. The company is an emerging growth company with reduced reporting requirements.

S-1/A amended

69,483,430 shares · Gross proceeds $0.00

AIAI Holdings Corp. is conducting a direct listing on Nasdaq, reselling up to 69,483,430 shares of Class A common stock by existing stockholders without underwriting. The filing outlines the process for listing, including Nasdaq's price-setting mechanism, the role of financial advisor RBW Capital Partners, LLC, and risks related to market volatility and listing approval. The company emphasizes its AI-driven ecosystem strategy and highlights the absence of a traditional IPO structure.

S-1/A amended

69,483,430 shares

AIAI Holdings Corp. is conducting a direct listing on Nasdaq, reselling up to 69,483,430 shares of Class A common stock by registered stockholders without underwriting. The offering relies on a novel price-setting mechanism via Nasdaq's Current Reference Price, with RBW Capital Partners as financial advisor. The company focuses on AI integration through acquisitions, with founder John P. Rochon retaining control via Class B shares. No public market exists for the stock, and risks include Nasdaq listing uncertainty and volatility.

S-1/A amended

70,436,990 shares

AIAI Holdings Corp is proceeding with a direct listing on Nasdaq, reselling up to 70,436,990 shares of Class A common stock by Registered Stockholders without underwriting. The company's financial advisor, RBW Capital Partners, LLC, will manage the listing process, including price determination. The offering hinges on Nasdaq's approval, with no assurance of success. The company emphasizes its AI-driven strategy to acquire and integrate AI-adjacent firms, aiming to create synergies through technological and operational enhancements.

S-1 filed

71,655,060 shares

AIAI Holdings Corp is registering shares for a direct listing on Nasdaq, allowing existing stockholders to resell up to 71,655,060 shares of Class A common stock without underwriting. The company focuses on building an AI-powered ecosystem through acquisitions, leveraging proprietary AI from Messier 42 LLC. The listing process involves a novel price-setting mechanism managed by financial advisor RBW Capital Partners, with no public market history for the stock. The company emphasizes strategic synergies between AI and operations, aiming to create value through integrated solutions across multiple industries.

DRS filed

AIAI Holdings Corp is registering shares for a direct listing on Nasdaq, reselling Class A common stock held by existing stockholders without underwriting. The offering involves a novel listing process without a traditional IPO, with RBW Capital Partners as financial advisor. The company emphasizes AI integration across acquired subsidiaries, aiming to create an ecosystem through technological synergies. No public market exists for its stock, and the listing depends on Nasdaq approval. The founder, John P. Rochon, will retain control via Class B shares, making the company a controlled entity.