Capital Contribution Requires no Consideration to be Paid
DALLAS, TX / ACCESS Newswire / September 18, 2026 / AIAI Holdings Corporation (NASDAQ:AIAI) ("Ai2" or the "Company"), an AI-enabled diversified holding company utilizing Transformational AI (TAI) to enhance portfolio performance, today announced that its affiliated entity, Messier 42 LLC ("M42"), has agreed to contribute to the capital of the Company a controlling position in the entity holding M42's marketing agreement for the sale of military equipment (the "Teaming Agreement").
Under this arrangement, 100% of the revenue and EBITDA generated by the M42 entity which holds the Teaming Agreement will be consolidated on the Company's financial statements and reported by the Company and the Company will distribute approximately 50% of the resulting Free Cash Flow to M42. The capital contribution requires no cash or stock consideration to be paid by the Company.
As previously announced, M42 projects that the Teaming Agreement is expected to produce $250 million in Free Cash Flow during the 12 months following the closing.
This transaction replaces and is in lieu of the Company's previously announced letter of intent to acquire a controlling interest in this M42 entity.
The closing of the transaction is subject to the execution of a definitive agreement and is anticipated to close in October 2026, and the Free Cash Flow will be accretive to the Ai² stockholders.
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.
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. 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 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.
Investor Relations
Matthew Selinger, Senior Partner
Integrous Communications
Email: mselinger@integcom.us
Phone: 415-572-8152
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SOURCE: AIAI Holdings Corporation
View the original press release on ACCESS Newswire:
https://www.accessnewswire.com/newsroom/en/computers-technology-and-internet/aiai-holdings-to-obtain-a-controlling-position-in-messier-42-mark-1223542
