v3.26.1
Subsequent Events
3 Months Ended
Mar. 31, 2026
Subsequent Event [Line Items]  
Subsequent Events

7. Subsequent Events

Subsequent events were evaluated through June 22, 2026, the date the financial statements were issued.

 

On May 6, 2026, the Company completed the acquisition of 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 (“Bond Street”) (each referred to individually as a “Portfolio Company” and collectively as the “Portfolio Companies”). Consideration transferred in exchange for all outstanding equity interests in the Portfolio Companies included 27.47 million shares of AIAI Class A common stock, 3.75 million fully vested options in AIAI Class A common stock, and $20.7 million estimated contingent consideration payable in the form of AIAI Class A common stock. Purchase consideration for certain Portfolio Companies is subject to adjustment for (i) net indebtedness as of the closing date, and (ii) at the Company’s election, up to 1.25 million shares of AIAI Class A common stock upon the occurrence of a specified event, in accordance with the acquisition agreements. In addition, certain transaction-related costs incurred by the Portfolio Companies in an amount of up to $4.05 million will be reimbursed to former equity holders and accounted for as purchase consideration; outstanding unpaid transaction costs as of the closing date will be recognized as acquired liabilities.

 

Also on May 6, 2026, the Company issued 16.3 million shares of Class A common stock in exchange for an investment in non-voting preferred stock of Messier Blocker Corporation, and issued 25.1 million shares of Class A common stock to Messier 42, LLC (“M42”) as consideration for a perpetual license to M42 AI technology.

 

On May 14, 2026, the Company’s Class A common stock commenced trading on the Nasdaq Global Market under the ticker symbol "AIAI" pursuant to the Direct Listing. As a result of the Direct Listing, the Company became subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Nasdaq Stock Market LLC.

 

Following the effectiveness of our Registration Statement on May 6, 2026, and continuing through the date of this filing our Founder or affiliated entities under common control of our Founder funded approximately $7.0 million in payment obligations of the Company. Additionally, our Founder and affiliated entities have committed to providing approximately $45.0 million in cash funding to the Company to satisfy certain capital and/or contractual commitments in connection with our merger agreements for acquisition of the Portfolio Companies and costs associated with completion of our Direct Listing. Repayment is not required prior to June 30, 2027.

C.C. Carlton Industries, Ltd.  
Subsequent Event [Line Items]  
Subsequent Events

NOTE F – SUBSEQUENT EVENTS

Subsequent events have been evaluated through June 22, 2026, the date the financial statements were issued.

On May 6, 2026, the Partnership completed a merger transaction with AIAI Holdings Corporation pursuant to which 100% of the Partnership’s outstanding equity interests were exchanged for 16.1 million shares of Class A common stock of AIAI Holdings Corporation. Purchase consideration also is subject to adjustment for the Partnership’s net indebtedness at the closing date. In connection with the merger transaction the Partnership was converted to a limited liability corporation and became a wholly owned subsidiary of AIAI Holdings Corporation.