AIAI Holdings Corporation entered into a Common Stock Purchase Agreement and a related Registration Rights Agreement with B. Riley Principal Capital II on September 18, 2026. Under the terms of the agreement, the Company has the right, but not the obligation, to sell up to an aggregate of $200,000,000 of newly issued shares of its Class A common stock, par value $0.001 per share, to B. Riley Principal Capital II over a period of up to 36 months following the commencement of the agreement.
The Company retains sole discretion over the timing and amount of any sales, and is not obligated to sell any securities. The agreement allows the Company to direct B. Riley Principal Capital II to purchase shares on the open market or intraday, subject to specific conditions. For open market purchases, the Company may only direct purchases if the closing price of the stock is greater than $1.00 prior to the purchase date. The purchase price is calculated based on the volume weighted average price (VWAP) during a specified valuation period, less a fixed 3.0% discount.
There is a maximum issuance cap of 14,125,485 shares, which represents 19.99% of the shares outstanding immediately prior to the execution of the agreement. This cap may be exceeded if the Company obtains stockholder approval or if the average price paid by B. Riley Principal Capital II equals or exceeds $3.33 per share. Additionally, B. Riley Principal Capital II is prohibited from short selling the Company’s stock or establishing a net short position during the term of the agreement.
The Company plans to use any net proceeds from the sales for working capital and general corporate purposes. The filing also indicates that the Company and B. Riley Principal Capital II entered into a Registration Rights Agreement to provide registration rights for the shares purchased under the Purchase Agreement.
