AIAI Holdings sets $200M stock purchase deal

Rhea-AI Filing Summary

AIAI Holdings Corp (AIAI) entered into a Common Stock Purchase Agreement and a related Registration Rights Agreement with B. Riley Principal Capital II, LLC, creating a committed equity facility under which AIAI may, at its sole discretion, sell up to $200,000,000 of newly issued Class A common stock over up to 36 months after a defined commencement date. Sales will be made through Market Open Purchases and Intraday Purchases at prices based on the Nasdaq VWAP for the relevant valuation period, less a fixed 3.0% discount, provided the prior-day closing price exceeds a $1.00 threshold.

Issuances are subject to an Exchange Cap of 14,125,485 shares, equal to 19.99% of shares outstanding immediately before the agreement, unless stockholder approval is obtained or the average price paid is at least $3.33 per share, and to a 4.99% beneficial ownership limit for B. Riley Principal Capital II. AIAI issued 182,927 commitment shares (0.3% of the $200 million commitment, valued at $3.28 per share) as consideration. Net proceeds, if any, are planned for working capital and general corporate purposes.

Positive

• $200,000,000 committed equity facility provides flexible access to capital over up to 36 months, with sales entirely at the company’s discretion and proceeds earmarked for working capital and general corporate purposes.
• Agreement prohibits B. Riley Principal Capital II and its affiliates from entering into short sales or net short hedging in AIAI stock during the term, reducing overhang from potential bearish trading by the financing partner.

Negative

• Under Nasdaq rules the company may issue up to 14,125,485 shares, equal to 19.99% of pre-agreement shares, under the facility (and potentially more if pricing conditions or stockholder approval are met), representing meaningful potential dilution to existing holders.
• AIAI issued 182,927 commitment shares upfront as consideration, an immediate equity transfer to the investor without concurrent cash proceeds.

Filing Explained

The September 18 8-K records a signed equity facility, but does not disclose that Commencement occurred or that shares were sold under it; the up-to-$200 million is therefore available capacity, not proceeds raised, while the 182,927 commitment shares are the disclosed issuance.

8-K Event Classification

3 items: 1.01, 3.02, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Equity commitment size: $200,000,000 Exchange Cap shares: 14,125,485 shares Exchange Cap percentage: 19.99% +5 more

8 metrics

Equity commitment size $200,000,000 Maximum aggregate gross purchase price of common stock B. Riley Principal Capital II may buy

Exchange Cap shares 14,125,485 shares Capped at 19.99% of common stock outstanding immediately before the agreement

Exchange Cap percentage 19.99% Portion of pre-agreement outstanding common stock that may be issued under Nasdaq rules

Price condition to lift Exchange Cap $3.33 per share Average price per share that removes the Exchange Cap without stockholder approval

Beneficial ownership limit 4.99% Maximum beneficial ownership of AIAI common stock by B. Riley Principal Capital II and affiliates

Commitment Shares issued 182,927 shares Shares issued to B. Riley Principal Capital II as consideration for its commitment

Commitment Shares value percentage 0.3% Aggregate value of Commitment Shares as a percentage of the $200,000,000 commitment

Value per Commitment Share $3.28 per share Lower of the prior-day closing price and five-day average closing price before signing

Key Terms

Common Stock Purchase Agreement, Registration Rights Agreement, Exchange Cap, equity line of credit, +2 more

6 terms

Common Stock Purchase Agreement financial

"entered into a Common Stock Purchase Agreement (the “Purchase Agreement”)"

A common stock purchase agreement is a legal contract that spells out the deal when someone buys ordinary shares in a company, specifying how many shares, the price, payment method, and any conditions for the sale. For investors it matters because it defines ownership rights, timing and protections—like a receipt plus rules for a big purchase—so it determines how and when an investor actually acquires voting power and potential returns.

Registration Rights Agreement regulatory

"entered into a Common Stock Purchase Agreement and a related Registration Rights Agreement"

A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.

Exchange Cap financial

"which number of shares is equal to 19.99% ... (the “Exchange Cap”)"

equity line of credit financial

"prohibition ... on entering into an agreement to effect an “equity line of credit”"

An equity line of credit is a loan that allows homeowners to borrow money against the value of their property, similar to having a flexible credit card secured by their home. It matters to investors because it provides a way for property owners to access cash for various needs, which can influence real estate markets and overall economic activity. This type of credit offers ongoing borrowing capacity, making it a valuable financial tool for those with significant property equity.

short sale financial

"will not enter into or effect ... any short sale ... of the Common Stock"

A short sale is when an investor borrows shares they do not own, sells them now, and aims to buy them back later at a lower price to return to the lender, pocketing the difference. It matters to investors because it expresses a bet that a stock will fall, can increase volatility and trading volume, and carries the risk of large losses if the stock instead rises—similar to selling a borrowed item hoping its price drops before you must replace it.

volume weighted average price financial

"determined by reference to the volume weighted average price of the Common Stock"

The volume weighted average price (VWAP) is a way to measure the average price of a security, such as a stock, over a specific period, taking into account how many units were traded at each price. It’s similar to calculating the average cost of items bought when some are more frequently purchased than others. Investors use VWAP to assess whether a security is being bought or sold at a fair price during trading.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What financing agreement did AIAI (AIAI) enter with B. Riley Principal Capital II?

AIAI entered a Common Stock Purchase Agreement and Registration Rights Agreement with B. Riley Principal Capital II, creating a committed equity facility allowing AIAI to sell up to $200,000,000 of newly issued Class A common stock over up to 36 months at its discretion.

How many AIAI (AIAI) shares can be issued under the Exchange Cap?

AIAI may issue up to 14,125,485 shares of Class A common stock to B. Riley Principal Capital II, equal to 19.99% of shares outstanding immediately before signing, unless stockholders approve more or the average price paid reaches at least $3.33 per share.

How is the purchase price determined under AIAI’s agreement with B. Riley Principal Capital II?

For both Market Open and Intraday Purchases, the per-share price equals the Nasdaq VWAP for a specified valuation period minus a fixed 3.0% discount, with no upper limit on the price B. Riley Principal Capital II may pay.

What ownership limits apply to B. Riley Principal Capital II in the AIAI (AIAI) deal?

AIAI may not sell shares that would cause B. Riley Principal Capital II and its affiliates to beneficially own more than 4.99% of AIAI’s outstanding common stock, calculated under Section 13(d) of the Exchange Act and Rule 13d-3.

What consideration did AIAI provide to B. Riley Principal Capital II for the equity commitment?

Upon executing the agreement, AIAI issued 182,927 commitment shares of common stock to B. Riley Principal Capital II, representing 0.3% of the $200,000,000 total purchase commitment, valued at $3.28 per share.

How does AIAI (AIAI) plan to use proceeds from this equity facility?

AIAI states that any net proceeds from sales of common stock to B. Riley Principal Capital II, to the extent it elects to use the facility, are currently planned for working capital and general corporate purposes.

Are there restrictions on other financings while AIAI’s equity line is in place?

The agreements include a prohibition, with limited exceptions, on AIAI entering into another equity line of credit, at the market offering, or substantially similar continuous offering with a third party involving future-priced issuances of common stock or related securities.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 18, 2026

AIAI HOLDINGS CORPORATION

(Exact name of registrant as specified in its charter)

Delaware		001-43271		33-4103471
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

17304 Preston Road, Suite 410, Dallas, Texas		75252
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code
(214) 396-3330

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A Common stock, par value $0.001 per share.		AIAI		The Nasdaq Stock Market LLC
				(Nasdaq Global Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive Agreement.

On September 18, 2026, AIAI Holdings Corporation (the “Company”) entered into a Common Stock Purchase Agreement (the “Purchase Agreement”) and a related Registration Rights Agreement (the “Registration Rights Agreement”) with B. Riley Principal Capital II, LLC (“B. Riley Principal Capital II”). Upon the terms and subject to the satisfaction of the conditions set forth in the Purchase Agreement, the Company will have the right, in its sole discretion, to sell to B. Riley Principal Capital II up to an aggregate of $200,000,000 of newly issued shares of the Company’s Class A common stock, par value $0.001 per share (the “Common Stock”), subject to certain conditions and limitations contained in the Purchase Agreement, from time to time during the term of the Purchase Agreement. Sales of Common Stock by the Company to B. Riley Principal Capital II pursuant to the Purchase Agreement, and the timing of any sales, are solely at the option of the Company, and the Company is under no obligation to sell any securities to B. Riley Principal Capital II under the Purchase Agreement.

Upon the initial satisfaction of each of the conditions to B. Riley Principal Capital II’s purchase obligation set forth in the Purchase Agreement (the initial satisfaction of such conditions, the “Commencement,” and the date on which the Commencement occurs, the “Commencement Date”), including that a registration statement registering under the Securities Act of 1933, as amended (the “Securities Act”), the resale by B. Riley Principal Capital II of shares of Common Stock issued to it by the Company under the Purchase Agreement (the “Registration Statement”), which the Company agreed to file with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to the Registration Rights Agreement, is declared effective by the SEC and a final prospectus relating thereto is filed with the SEC, the Company will have the right, but not the obligation, from time to time and in its sole discretion over a period of up to thirty-six (36) months beginning on the Commencement Date, to direct B. Riley Principal Capital II to purchase a specified number of shares of Common Stock on the open market, not to exceed certain limitations as set forth in the Purchase Agreement (each, a “Market Open Purchase”), by delivering written notice to B. Riley Principal Capital II prior to the commencement of trading of the Common Stock on The Nasdaq Global Market (“Nasdaq”) on any trading day (the “Purchase Date”), so long as (i) the closing sale price of the Common Stock on the trading day immediately prior to such Purchase Date is greater than $1.00 (the “Threshold Price”) and (ii) prior Market Open Purchases and all prior Intraday Purchases (as defined below) effected by the Company under the Purchase Agreement (as applicable) have been received by B. Riley Principal Capital II at such time and in the manner set forth in the Purchase Agreement.

The purchase price of the shares of Common Stock that the Company elects to sell to B. Riley Principal Capital II in a Market Open Purchase pursuant to the Purchase Agreement will be determined by reference to the volume weighted average price of the Common Stock (“VWAP”) during the period (the “Market Open Purchase Valuation Period”) beginning at the official open or “commencement of the regular trading session on Nasdaq on the applicable Purchase Date and ending at the earliest to occur of (i) such time of official close of the regular trading session, (ii) such time during such regular trading hour period, the trading volume threshold calculated in accordance with the Purchase Agreement is reached, and (iii) if the Company further specifies in the applicable purchase notice for such Market Open Purchase that a “limit order discontinue election” shall apply to such Market Open Purchase, such time the trading price of the Common Stock on Nasdaq during such Market Open Purchase Valuation Period falls below the applicable minimum price threshold determined in accordance with the Purchase Agreement, less a fixed 3.0% discount to the VWAP for such Market Open Purchase Valuation Period.

In addition to the right to effect Market Open Purchases described above, after the Commencement, the Company will also have the right, but not the obligation (subject to the continued satisfaction of the purchase conditions contained in the Purchase Agreement), to direct B. Riley Principal Capital II to purchase, on any trading day that would qualify as a Purchase Date on which the Company may elect to effect a Market Open Purchase, whether or not a Market Open Purchase is effected by the Company on such trading day, a specified number of shares of Common Stock, not to exceed certain limitations set forth in the Purchase Agreement that are similar to those applicable to Market Open Purchases (each, an “Intraday Purchase”), by timely delivering an irrevocable written notice of such Intraday Purchase to B. Riley Principal Capital II after 10:00 a.m., New York City time (and after the Market Open Purchase Valuation Period for any earlier Market Open Purchase and the Intraday Purchase Valuation Period (defined below) for the most recent prior Intraday Purchase effected on the same Purchase Date, if applicable, have ended), and prior to 3:30 p.m., New York City time, on such Purchase Date (each, an “Intraday Purchase Notice”).

The per share purchase price for the shares of Common Stock that the Company elects to sell to B. Riley Principal Capital II in an Intraday Purchase pursuant to the Purchase Agreement, if any, will be calculated in the same manner as in the case of a Market Open Purchase (including the same fixed 3.0% discount to the applicable VWAP used to calculate the per share purchase price for a Market Open Purchase, as described above), provided that the VWAP for each Intraday Purchase effected on a Purchase Date will be calculated over different purchase valuation periods during the regular trading session on Nasdaq on such Purchase Date than the Market Open Purchase Valuation Period applicable to a Market Open Purchase effected on such Purchase Date (if any), each of which will commence and end at different times on such Purchase Date and will not overlap with any other purchase valuation period on such Purchase Date (each, an “Intraday Purchase Valuation Period”).

There is no upper limit on the price per share that B. Riley Principal Capital II could be obligated to pay for the Common Stock the Company may elect to sell to it in any Market Open Purchase or any Intraday Purchase under the Purchase Agreement. The purchase price per share of Common Stock that the Company may elect to sell to B. Riley Principal Capital II in a Market Open Purchase or an Intraday Purchase under the Purchase Agreement will be equitably adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split, or other similar transaction occurring during the applicable Purchase Valuation Period for such Market Open Purchase or during the applicable Intraday Purchase Valuation Period for such Intraday Purchase.

The Company will control the timing and amount of any sales of Common Stock to B. Riley Principal Capital II that it may elect, in its sole discretion, to effect from time to time from and after the Commencement Date and during the term of the Purchase Agreement. Actual sales of shares of Common Stock to B. Riley Principal Capital II under the Purchase Agreement will depend on a variety of factors to be determined by the Company from time to time, including, among other things, market conditions, the trading price of the Common Stock, and determinations by the Company as to the appropriate sources of funding for the Company and its operations.

Under the applicable Nasdaq rules, in no event may the Company issue to B. Riley Principal Capital II under the Purchase Agreement more than 14,125,485 shares of Common Stock, which number of shares is equal to 19.99% of the shares of Common Stock issued and outstanding immediately prior to the execution of the Purchase Agreement (the “Exchange Cap”), unless (i) the Company obtains stockholder approval to issue shares of Common Stock in excess of the Exchange Cap in accordance with applicable Nasdaq rules or (ii) the average price per share paid by B. Riley Principal Capital II for all of the shares of Common Stock that the Company directs B. Riley Principal Capital II to purchase from the Company pursuant to the Purchase Agreement, if any, equals or exceeds $3.33 per share (representing the lower of (a) the official closing price of the Common Stock on Nasdaq immediately preceding the execution of the Purchase Agreement and (b) the average official closing price of the Common Stock on Nasdaq for the five consecutive trading days immediately preceding the execution of the Purchase Agreement, adjusted as required by Nasdaq to take into account the issuance of the Commitment Shares (defined below) to B. Riley Principal Capital II for non-cash consideration), so that the Exchange Cap limitation will not apply to issuances and sales of Common Stock pursuant to the Purchase Agreement. Moreover, the Company may not issue or sell any shares of Common Stock to B. Riley Principal Capital II under the Purchase Agreement which, when aggregated with all other shares of Common Stock then beneficially owned by B. Riley Principal Capital II and its affiliates (as calculated pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 13d-3 thereunder), would result in B. Riley Principal Capital II beneficially owning more than 4.99% of the outstanding shares of Common Stock.

The net proceeds from sales of Common Stock by the Company to B. Riley Principal Capital II under the Purchase Agreement, if any, will depend on the frequency and prices at which the Company sells shares of Common Stock to B. Riley Principal Capital II under the Purchase Agreement. To the extent the Company elects to sell shares of Common Stock to B. Riley Principal Capital II under the Purchase Agreement from and after the Commencement Date, the Company currently plans to use any net proceeds therefrom for working capital and general corporate purposes.

There are no restrictions on future financings, rights of first refusal, participation rights, penalties or liquidated damages in the Purchase Agreement or Registration Rights Agreement, other than a prohibition (with certain limited exceptions) on entering into an agreement to effect an “equity line of credit” or “at the market offering” or other substantially similar continuous offering with a third party, in which the Company may offer, issue or sell Common Stock or any securities exercisable, exchangeable or convertible into Common Stock at a future determined price.

B. Riley Principal Capital II has agreed that during the term of the Purchase Agreement, none of B. Riley Principal Capital II, any of its officers, or any entity managed or controlled by B. Riley Principal Capital II, will enter into or effect, directly or indirectly, either for B. Riley Principal Capital II’s own account or for the account of any of its affiliates, any short sale (as such term is defined in Rule 200 of Regulation SHO of the Exchange Act) of the Common Stock or any hedging transaction, which establishes a net short position with respect to the Common Stock.

In accordance with the terms of the Purchase Agreement, the Company and B. Riley Principal Capital II entered into the Registration Rights Agreement to provide B. Riley Principal Capital II with certain registration rights in respect of the shares of Common Stock that it purchases under the Purchase Agreement.

The Purchase Agreement and the Registration Rights Agreement contain customary representations, warranties, conditions and indemnification obligations of the parties. The representations, warranties and covenants contained in such agreements were made only for the purposes of such agreements, were solely for the benefit of the parties to such agreements and may be subject to limitations agreed upon by the contracting parties.

The Purchase Agreement will automatically terminate on the earliest to occur of (i) the first day of the month following the 36-month anniversary of the Commencement Date, (ii) the date on which B. Riley Principal Capital II shall have purchased from the Company under the Purchase Agreement shares of Common Stock for an aggregate gross purchase price of $200,000,000, (iii) the date on which the Common Stock shall have failed to be listed or quoted on Nasdaq or another U.S. national securities exchange identified as an “eligible market” in the Purchase Agreement for a period of one trading day, (iv) the 30th trading day after the date on which a voluntary or involuntary bankruptcy proceeding involving the Company has been commenced that is not discharged or dismissed prior to such 30th trading day, and (v) the date on which a bankruptcy custodian is appointed for all or substantially all of the Company’s property or the Company makes a general assignment for the benefit of its creditors. The Company has the right to terminate the Purchase Agreement at any time after Commencement, at no cost or penalty to the Company, upon 10 trading days’ prior written notice to B. Riley Principal Capital II. The Company and B. Riley Principal Capital II may also agree to terminate the Purchase Agreement by mutual written consent, provided that no termination of the Purchase Agreement will be effective during the pendency of any Market Open Purchase or any Intraday Purchase that has not then fully settled in accordance with the Purchase Agreement. Neither the Company nor B. Riley Principal Capital II may assign or transfer any of their respective rights or obligations under the Purchase Agreement or the Registration Rights Agreement. No provision of the Purchase Agreement or the Registration Rights Agreement may be modified or waived by the Company or B. Riley Principal Capital II from and after the date that is one trading day immediately preceding the date on which the initial Registration Statement is first filed with the SEC.

As consideration for B. Riley Principal Capital II’s commitment to purchase shares of Common Stock at the Company’s direction upon the terms and subject to the conditions set forth in the Purchase Agreement, upon the execution of the Purchase Agreement, the Company issued 182,927 shares of Common Stock (the “Commitment Shares”) to B. Riley Principal Capital II, which Commitment Shares have a total aggregate value equal to 0.3% of B. Riley Principal Capital II’s $200,000,000 total aggregate purchase commitment under the Purchase Agreement, rounded to the nearest whole based on a value per Commitment Share of $3.28 (representing the lower of (a) the official closing price of the Common Stock on Nasdaq immediately preceding the execution of the Purchase Agreement and (b) the average official closing price of the Common Stock on Nasdaq for the five consecutive trading days immediately preceding the execution of the Purchase Agreement).

The foregoing descriptions of the Purchase Agreement and the Registration Rights Agreement are qualified in their entirety by reference to the full text of such agreements, copies of which are attached hereto as Exhibit 10.1 and 10.2, respectively, and each of which is incorporated herein in its entirety by reference.

Item 3.02. Unregistered Sales of Equity Securities.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02 in its entirety. The securities that have been or may be issued under the Purchase Agreement are being offered and sold by the Company in a transaction exempt from registration under the Securities Act, in reliance on Section 4(a)(2) thereof.

This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any securities of the Company, nor shall there be any sale of any securities of the Company in any state or other jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

No.		Description
10.1		Common Stock Purchase Agreement, dated as of September 18, 2026, by and between AIAI Holdings Corporation and B. Riley Principal Capital II, LLC.
10.2		Registration Rights Agreement, dated as of September 18, 2026, by and between AIAI Holdings Corporation and B. Riley Principal Capital II, LLC.
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
September 21, 2026	By:	/s/ Todd Furniss
		Todd Furniss
		Chief Executive Officer

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

• EX-10.1 EX-10.1 608.7 KB
• EX-10.2 EX-10.2 151.3 KB

Other Documents

• EX-101 XBRL SCHEMA FILE 3.0 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB