AIAI — what changed in the latest 10-Q

Text added vs the prior filing · source: 10-Q · 2026-08-14

• The following information updates the discussion of the Company's financial condition provided in our registration statement on Form S-1 declared effective on May 6, 2026, and the Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026 (“Q1 10-Q”), and analyzes the changes in the…

• AIAI Holdings Corporation was formed as a Delaware corporation on July 19, 2024 for the purpose of completing a direct listing of the Company’s common equity on a U.S. stock exchange (“Direct Listing”) and creating an AI-powered ecosystem through acquiring, integrating, and scaling companies that ha…

• CCCI: CCCI specializes in providing full-scope civil construction, project management, and estimating services. CCCI has served Central Texas for more than 30 years and possesses extensive experience in the development of single-family subdivisions, multi-family subdivisions, apartment complexes, co…

• Constellation: Constellation is a digital evidence ecosystem that provides products and services designed to create a trust-based exchange for a communications bridge. Constellation operates multiple revenue streams across hardware, software, and enterprise divisions and is advancing its mission to …

• MediGuide: MediGuide provides a comprehensive suite of healthcare services, including telehealth solutions, a Medical Second Opinion (“MSO”) platform that connects patients to healthcare providers and specialists, preventative health programs focused on proactive care, and Medical Treatment Abroad (…

Text removed vs the prior filing · source: 10-Q · 2026-06-22

• The following discussion and analysis of the financial condition and results of operations of the registrant, AIAI Holdings Corporation, and the registrant’s “Predecessor” company, C.C. Carlton Industries, Ltd. together with their financial statements and the related notes appearing elsewhere in thi…

• AIAI Holdings Corporation (“AIAI”) will operate through a unique business model that applies its licensed AI technology to strategic acquired portfolio companies. Our business will generate revenue through products and services distributed by our subsidiary Portfolio Companies, which are the operati…

• Our anticipated accelerated timeline of four to six months for the implementation of our AI technology, compared to our perceived industry standard of 24-36 months, represents a significant competitive advantage and drives our financial performance. This accelerated time frame for the implementation…

• Truncated Administrative Process: Traditional software companies are typically subject to lengthy sales processes involving competitive bidding and procurement, which are often weighed against criteria generated by a third-party consultant, typically beginning after a 30 to 180 day study and subsequ…

• Standardizing Backend Foundational IT: Traditional software businesses must develop detailed statements of work, project plans, and system mappings, tailored to each client’s business and requirements. This process can often take several months just to begin the integration and deployment. Our appro…

Text added vs the prior filing · source: 10-Q · 2026-08-14

• As of June 30, 2026, the Company's market risk exposure primarily relates to interest rate fluctuations associated with cash balances, indebtedness assumed in connection with the Portfolio Company acquisitions, and future financing activities. The Company maintains borrowing arrangements through cer…

• As of June 30, 2026 (Successor) and December 31, 2025 (Predecessor), the Company had $8.0 million and $8.0 million, respectively, of aggregate principal outstanding under the CCCI Revolving Credit Line, which bears interest at the Wall Street Journal’s prime rate plus 0.50%. Additionally, as of June…

• As of June 30, 2026 (Successor), the Company's other outstanding debt facilities bore fixed rates were not subject to market-based interest rate adjustments.

• The Company does not currently intend to hedge company’s exposure to interest rate risk. The impact of a 1% increase in interest rates on outstanding variable-rate debt as of June 30, 2026 would result in an annual increase in interest expense of approximately $0.2 million.

• The Company is exposed to market risk for changes in interest rates applicable to our cash and cash equivalents and debt. Cash and cash equivalents totaled $11.2 million and $15.6 million as of June 30, 2026 (Successor) and December 31, 2025 (Predecessor), respectively. All cash and cash equivalents…

Text removed vs the prior filing · source: 10-Q · 2026-06-22

• CCCI is exposed to interest rate risk through the Revolving Credit Line and Revolving Credit Note. As of March 31, 2026 and December 31, 2025, CCCI had $8.0 million and $8.0 million, respectively, or aggregate principal outstanding under the Revolving Credit Line, which bears interest at the Wall St…

• CCCI does not currently intend to hedge company’s exposure to interest rate risk. The impact of a 1% increase in interest rates on CCCI outstanding debt as of March 31, 2026 would result in an annual increase in interest expense of approximately $0.2 million.

• CCCI is exposed to market risk for changes in interest rates applicable to CCCI’s cash and cash equivalents and debt. CCCI’s cash and cash equivalents totaled $13.3 million and $15.6 million as of March 31, 2026 and December 31, 2025, respectively. All cash and cash equivalents were invested in dema…

• Inflationary cost increases can affect the profitability of CCCI’s construction contracts. CCCI operates in or provides services to capital-intensive industries in which federal trade policies could significantly impact the availability and cost of materials. Supply chain disruptions due to internat…

Text added vs the prior filing · source: 10-Q · 2026-08-14

• As of the date of this Quarterly Report on Form 10‑Q, there have been no material changes to the risk factors previously disclosed in the Company's Registration Statement on Form S‑1/A.

• Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)) prior to the filing of this Quarterly Repor…

• Historically, our Predecessor, CCCI, and other Portfolio Companies were not subject to SEC reporting requirements and did not maintain internal control over financial reporting or disclosure controls designed for a public company reporting environment. As CCCI is included in the Company's financial …

• In connection with the audits of CCCI for the years ended December 31, 2025, 2024 and 2023, management and the independent auditors identified material weaknesses related to deficiencies in control design and implementation, including information technology general controls, segregation of duties, a…

• Following the identification of the material weaknesses at CCCI described above, management commenced remediation activities during the quarter ended June 30, 2026, to address the identified deficiencies and support the integration of CCCI's control environment into the Company's overall internal co…

Text removed vs the prior filing · source: 10-Q · 2026-06-22

• Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the Exchange Act) prior to the filing of this Quarterly Report o…

• CCCI historically has not been subject to SEC reporting requirements and has not maintained internal control over financial reporting or disclosure controls designed for a public company environment.

• In connection with CCCI audits for the years ended December 31, 2025, 2024, and 2023, management and our independent auditors identified material weaknesses related to deficiencies in control design and implementation, including information technology general controls and an insufficient complement …

• Following the identification of the material weaknesses in CCCI reporting described above, CCCI management commenced remediation actions relating to these material weaknesses beginning in the three months ended March 31, 2026, as follows:

• To address the material weakness related to internal controls over financial reporting, management has engaged qualified external consultants to assist with financial reporting processes, account reconciliations, and review controls. These consultants provide an additional layer of oversight and hel…

Text added vs the prior filing · source: 10-Q · 2026-08-14

• The Company is subject to various legal proceedings and claims that arise in the ordinary course of business. Although the results of litigation and claims cannot be predicted with certainty, the Company does not believe there is a reasonably possible loss, or range of loss, from such matters, indiv…

Text removed vs the prior filing · source: 10-Q · 2026-06-22

• We are not currently involved in any legal proceedings; however, we may in the future be involved in actual and/or threatened legal proceedings, claims, investigations, and government inquiries arising in the ordinary course of our business, including legal proceedings, claims, and governmental inqu…

Text added vs the prior filing · source: 10-Q · 2026-08-14

• Our business has many risks. Factors that could materially adversely affect our business, financial condition, operating results or liquidity and the trading price of our common stock or senior notes are described below and in our Registration Statement S-1/A filed on May 1, 2026.