AIS Holdings Group, Inc.AIDG

AIS Holdings faces risks in developing, deploying and monetizing AI Agent SEIKAI.

“These statements are only predictions and involve known and unknown risks, uncertainties, and other factors that may cause our or our industry’s actual results, levels of activity, performance, or achievements expressed or implied by these forward-looking statements to differ materially. Such risks include, but are not limited to, our ability to implement and execute our business plan, generate revenue from the AI Agent “SEIKAI” customer management system, successfully complete development and deployment of SEIKAI, obtain financing, attract and retain key personnel, compete effectively in our industry, and manage growth. The AI Agent “SEIKAI” software and web application are new operations for the Company, and there can be no assurance that the platform will achieve market acceptance, generate revenue, or operate as intended.”

AIS outsources AI Agent SEIKAI development to ROGYX under one-year agreement.

“On August 1, 2025, AIS Japan Co., Ltd., a wholly owned subsidiary of AIS Holdings Group, Inc. (the “Company”), entered into a Business Outsourcing Agreement (the “Agreement”) with ROGYX Co., Ltd. (“ROGYX”) to provide services relating to the development of the AI Agent “SEIKAI,” a software and web application for customer management, as described in more detail in the section titled “Business.” Under the Agreement, ROGYX will provide services including product research and development, product design, securing and maintaining research and development facilities, and support for planning product development activities. AIS has agreed to pay ROGYX monthly compensation, throughout the term of the Agreement, consisting of a SEIKAI development fee of JPY 7,810,000, a maintenance fee of JPY 2,035,000, and a support fee of JPY 99,000, with the total monthly remuneration subject to adjustment upon mutual agreement of the parties. The term of the Agreement is one year, with automatic renewal for successive one-year periods unless either party provides notice of termination. The Agreement provides that all intellectual property created during the development will belong to the Company.”

SEIKAI is an AI-powered advertising tool for small and medium businesses.

“The AI Agent “SEIKAI” is an AI-powered advertising tool accessible via website login, designed to assist small and medium-sized businesses with online marketing and advertising management.”

Development of AI Agent SEIKAI is substantially complete with IP owned by AIS.

“The Company notes that the Agreement was executed on August 1, 2025; however, the Company did not consider the Agreement to be material at that time because the AI Agent SEIKAI had not yet been created and no rights or obligations under the Agreement had resulted in a material effect on the Company’s operations or financial position. The Agreement has now become material as the development of the AI Agent SEIKAI is substantially complete and the Company holds the related intellectual property rights. Accordingly, the Company is disclosing this Agreement in this Current Report on Form 8-K.”

AIS outsources AI Agent SEIKAI development to ROGYX; IP owned by company.

“As previously described in Item 1.01 of this Current Report on Form 8-K, on August 1, 2025, AIS Japan Co., Ltd., a wholly owned subsidiary of AIS Holdings Group, Inc. (the “Company”), entered into a Business Outsourcing Agreement with ROGYX Co., Ltd. (“ROGYX”) to provide services relating to the development of the AI Agent “SEIKAI,” a software and web application for customer management, as described in more detail in the section titled “Business.” Under the Agreement, ROGYX provides business outsourcing services including product research and development, product design, securing and maintaining research and development facilities, and support for planning product development activities. All intellectual property created during the development of the AI Agent SEIKAI is owned by the Company.”

Development of AI Agent SEIKAI is substantially complete with monetization plan.

“As of the date of this report, November 18, 2025, the development of the AI Agent SEIKAI is now substantially complete, and the Company has established a bona fide business plan to monetize and further develop the AI Agent SEIKAI. Accordingly, AIS Holdings Group, Inc. has ceased to be a “shell company,” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended.”

AIS Japan outsourced development of AI Agent SEIKAI for customer management and advertising.

“On August 1, 2025, AIS Japan Co., Ltd., a wholly owned subsidiary of the Company, entered into a Business Outsourcing Agreement (the “ROGYX Agreement”) with ROGYX Co., Ltd. (“ROGYX”) to provide services relating to the development of what is referred to as the AI Agent ‘SEIKAI,’ a software and web application for customer management. SEIKAI is designed as an AI-powered advertising tool accessible via website login to assist small and medium-sized businesses with online marketing and advertising management.”

AIS Holdings notes development of AI Agent SEIKAI is nearing completion with no business plan yet.

“The ROGYX Agreement was executed on August 1, 2025; however, the Company did not consider it material at that time because the AI Agent SEIKAI had not yet been created, and no rights or obligations had resulted in a material effect on the Company’s operations or financial position. Development of what is referred to as the AI Agent SEIKAI is currently nearing completion. The Company is in the process of evaluating potential business plans around this technology; however, no such plan has yet materialized or become definitive, and the Company has not previously disclosed any information regarding this potential business activity.”

AIS Japan is outsourcing development of AI Agent SEIKAI for marketing and advertising management.

“Following a change in control on April 1, 2025, the Company discontinued its prior IT and software development activities and transitioned to the business strategy of a “blfank check” shell company. The Company’s wholly owned subsidiary, AIS Japan Co., Ltd., is currently engaged in software development activities through an outsourcing arrangement with ROGYX Co., Ltd. for the development of what is referred to as the AI Agent “SEIKAI,” a software and web application designed to assist small and medium-sized businesses with online marketing and advertising management.”