AIAI Holdings Corp-A美股招股说明书(2026-05-14版)

Common Stock This prospectus relates to the registration of the resale of 69,483,430 shares, or the Shares, of our Class A common stock, or thecommon stock, by our stockholders identified in this prospectus, or the Registered Stockholders, in connection with our direct listing,or the Direct Listing, on the Nasdaq Global Market, or Nasdaq. Unlike an initial public offering, the resale by the RegisteredStockholders is not being underwritten by any investment bank. The Registered Stockholders may elect to sell their Shares covered bythis prospectus, as and to the extent they may determine. If the Registered Stockholders choose to sell their Shares, we will not receiveany proceeds from the sale of such Shares. We have engaged RBW Capital Partners, LLC as our financial advisor, or the Advisor, toadvise and assist us we respect to certain matters relating to the Direct Listing. No public market for our common stock currently exists, and our shares of common stock have a limited history of trading in privatetransactions. We have issued an aggregate of 69,483,430 shares of our common stock in private placements in connection with theacquisition of our portfolio companies and the other transactions described in this prospectus at a per share price of $20.00. For moreinformation, see “Business—Recent Acquisitions.” Recent sales of our common stock or securities convertible into our common stockin private transactions may have little or no relation to the opening public price of the Shares on Nasdaq or the subsequent tradingprice of shares of our common stock on Nasdaq. For more information, see “Sale Price History of Our Capital Stock.” Further, the listing of our common stock on Nasdaq, without a firm-commitment underwritten offering, is a novel method forcommencing public trading in shares of our common stock and, consequently, the trading volume and price of shares of our commonstock may be more volatile than if shares of our common stock were initially listed in connection with an initial public offeringunderwritten on a firm-commitment basis. On the day that the Shares are initially listed on Nasdaq, Nasdaq will begin accepting, but not executing, pre-opening buy and sellorders and will begin to continuously generate the indicative Current Reference Price (as defined below) on the basis of such acceptedorders. The Current Reference Price is calculated each second and, during a 10-minute “Display Only” period, is disseminated, alongwith other indicative imbalance information, to market participants by Nasdaq on its NOII and BookViewer tools. Following the“Display Only” period, a “Pre-Launch” period begins, during which the Advisor, in its capacity as our financial advisor, must notifyNasdaq that the Shares are “ready to trade.” Once the Advisor has notified Nasdaq that the Shares are ready to trade, Nasdaq willconfirm the Current Reference Price for the Shares, in accordance with Nasdaq rules. If the Advisor then approves proceeding at theCurrent Reference Price, the applicable orders that have been entered will be executed at such price and regular trading of the Shareson Nasdaq will commence, subject to Nasdaq conducting validation checks in accordance with Nasdaq rules. Under Nasdaq rules, the“Current Reference Price” means: (i) the single price at which the maximum number of orders to buy or sell can be matched; (ii) ifthere is more than one price at which the maximum number of orders to buy or sell can be matched, then it is the price that minimizesthe imbalance between orders to buy or sell (i.e. minimizes the number of shares that would remain unmatched at such price); (iii) ifmore than one price exists under (ii), then it is the entered price (i.e. the specified price entered in an order by a customer to buy orsell) at which our shares of common stock will remain unmatched (i.e. will not be bought or sold); and (iv) if more than one priceexists under (iii), a price determined by Nasdaq in consultation with the Advisor in its capacity as our financial advisor. In the eventthat more than one price exists under (iii), the Advisor will exercise any consultation rights only to the extent that it can do soconsistent with the anti-manipulation provisions of the federal securities laws, including Regulation M, or applicable relief grantedthereunder. The Registered Stockholders will not be involved in Nasdaq’s price-setting mechanism, including any decision to delay orproceed with trading, nor will they control or influence the Advisor in carrying out its role as a financial adviser. The Advisor will beissued 808,560 shares of our common stock in connection with and at the time of the Direct Listing and such shares are not beingregistered under this prospectus, and the Advisor is a not Registered Stockholder. The Advisor will determine when the Shares areready to trade and approve proceeding at the Current Reference Price primarily based on considerations of volume, timing and price.In particular, the Advisor