UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01. | Entry into a Material Definitive Agreement. |
On 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. |
On 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 | ||