AIAI Holdings to Acquire Controlling Interest in Messier 42 Defense Business for $250M

AIAI Holdings Announces Letter of Intent with Messier 42 LLC to Acquire Controlling Interest in Defense & National Security Company

DALLAS, September 3, 2026 (Newswire.com) - AIAI Holdings Corporation (NASDAQ:AIAI) ("Ai" or the "Company"), an AI-enabled diversified holding company utilizing Transformational AI (TAI) to enhance portfolio performance, announced that the Company has entered into a letter of intent with its affiliated entity, Messier 42 LLC ("M42"), to acquire a controlling interest in one of M42's businesses with operations in the defense industry. M42 projects that this business is expected to produce $250 million in Free Cash Flow during the 12 months following the closing. The transaction is anticipated to close as early as the fourth quarter of 2026 and is expected to be accretive to the Ai² stockholders. Due to the related-party relationship between Ai² and M42, the transaction is conditioned upon the receipt by Ai² of a third-party fairness opinion. The acquisition remains subject to the satisfactory completion of due diligence and will require the approval of the boards of Ai² and M42. About AIAI Holdings Corporation AIAI Holdings Corporation (Ai) (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. Ai 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: [email protected] Phone: 415-572-8152 Visit and follow AIAI Holdings Corporation online: Website: www.aiaiholdings.com LinkedIn: https://www.linkedin.com/company/aiaiholdings/ X/Twitter: https://x.com/aiaiholdings Instagram: https://www.instagram.com/_aisquared/ Facebook: https://www.facebook.com/aiaiholdings

AIAI Shares Rise After Company Enters Letter of Intent to Acquire Controlling Interest in Messier 42 Defense Business

AIAI Holdings Corp is focused on creating an AI-powered ecosystem through acquiring and scaling companies that have potential for increased operating results through the integration of its artificial intelligence (AI) into their operations. Its proprietary AI that applies to the companies that it acquires is licensed by Messier 42 LLC (M42). Through its access to the integrated proprietary M42 AI, it capitalizes on the convergence of advanced AI, mature computing infrastructure, and market readiness. M42 provides analytic tools for predictive modeling and pattern recognition. Its subsidiaries include C.C. Carlton Industries, Ltd., Constellation Network, Inc., Vanguard Healthcare Solutions, LLC, and Bond Street Limited. C.C. Carlton Industries, Ltd specializes in providing full-scope civil construction, project management, and estimating services. GTC MediGuide LP provides a comprehensive suite of healthcare services, including telehealth services and medical second opinion.

AIAI Enters Letter of Intent to Acquire Controlling Interest in Messier 42 Defense Business

AIAI Holdings Corp is focused on creating an AI-powered ecosystem through acquiring and scaling companies that have potential for increased operating results through the integration of its artificial intelligence (AI) into their operations. Its proprietary AI that applies to the companies that it acquires is licensed by Messier 42 LLC (M42). Through its access to the integrated proprietary M42 AI, it capitalizes on the convergence of advanced AI, mature computing infrastructure, and market readiness. M42 provides analytic tools for predictive modeling and pattern recognition. Its subsidiaries include C.C. Carlton Industries, Ltd., Constellation Network, Inc., Vanguard Healthcare Solutions, LLC, and Bond Street Limited. C.C. Carlton Industries, Ltd specializes in providing full-scope civil construction, project management, and estimating services. GTC MediGuide LP provides a comprehensive suite of healthcare services, including telehealth services and medical second opinion.