AIS Holdings Group, Inc. Files 8-K on Material Agreement & Shell Status

TL;DR

AIS Holdings Group, Inc. is no longer a shell company and signed a big deal. 8-K filed Nov 18, 2025.

AI Summary

On November 18, 2025, AIS Holdings Group, Inc. filed an 8-K to report the entry into a material definitive agreement and a change in its shell company status. The filing also includes financial statements and exhibits related to these events.

Why It Matters

This filing indicates a significant corporate event for AIS Holdings Group, Inc., potentially marking a transition away from being a shell company and entering into a new material agreement.

Risk Assessment

Risk Level: medium — The change in shell company status and entry into a material definitive agreement suggest significant corporate activity that could impact the company's future valuation and operations.

Key Players & Entities

• AIS Holdings Group, Inc. (company) — Registrant
• November 18, 2025 (date) — Date of Report
• 000-55769 (company) — SEC File Number
• 36-4877329 (company) — IRS Employer Identification Number

FAQ

Key Financial Figures

• $18,000 — , Ltd. for 2,000,000 JPY (approximately $18,000). Following this acquisition, the Compa
• $54,000 — stock to these individuals and received $54,000 as aggregate consideration. Each shareh
• $0.03 — te consideration. Each shareholder paid $0.03 USD per share. These shares were sold p
• $80,000 — nsideration of eighty thousand dollars ($80,000). The transaction was consummated on th
• $0.0001 — r, Mr. Ryohei Uetaki, at a par value of $0.0001 per share for services rendered. -5-

Filing Documents

• ais_super8ko.htm (8-K) — 198KB
• outsourcingagreement.htm (EX-10.1) — 17KB
• 0001702015-25-000007.txt ( ) — 412KB
• aidg-20251118.xsd (EX-101.SCH) — 3KB
• aidg-20251118_lab.xml (EX-101.LAB) — 33KB
• aidg-20251118_pre.xml (EX-101.PRE) — 22KB
• ais_super8ko_htm.xml (XML) — 3KB

Business

Business 4 Risk Factors 9 mANAGEMENT'S DISCUSSION AND ANALYSIS 11 SECURITY 12 DIRECTORS AND EXECUTIVE OFFICERS 13 EXECUTIVE COMPENSATION 15 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 16 Market Price of & dividends on the registrants common equity & related matters 17 LEGAL PROCEEDINGS 17 RECENT SALES OF UNREGISTERED SECURITIES 17 DESCRIPTION OF SECURITIES 17 INDEMNIFICATION OF OFFICERS AND DIRECTORS 18 FINANCIAL 18 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS 19 Item 9.01 Financial Statements And Exhibits 19 EXHIBITS AND SIGNATURES 19 -2- Table of Contents ITEM 1.01 ENTRY INTO MATERIAL DEFINITIVE 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. The AI Agent "SEIKAI" is an

Business

Business Corporate History The Company was originally incorporated with the name Superb Acquisition, Inc. in accordance with the laws of the State of Delaware on January 30, 2017, for the purpose of acquiring or merging with an operating business. On June 18, 2017, the former sole shareholder and controlling person of Superb Acquisition, Inc. entered into and consummated a Share Purchase Agreement with Takehiro Abe. Pursuant to the agreement, the prior controlling shareholder transferred all 20,000,000 issued and outstanding shares of the Company's common stock to Mr. Takehiro Abe. The above transaction was conducted pursuant to Regulation S of the Securities Act of 1933, as amended, as the sale of common stock was made to a non-U.S. person, as defined under Rule 902(k)(2)(i) of Regulation S, in offshore transactions, and no directed selling efforts were made in the United States by the issuer, a distributor, their respective affiliates, or any person acting on their behalf. Following the closing of the share purchase agreement above, Takehiro Abe gained a 100% interest in the issued and outstanding shares of our common stock and became the controlling shareholder of the Company. On June 18, 2017, the former sole officer and director of the Company resigned from all positions, including Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer, and Director. The resignation was not due to any disagreement with the Company regarding its operations, policies, or practices. Effective the same day, Mr. Takehiro Abe was appointed to serve as the Company's Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer, and Director. On June 20, 2017, the Company filed a Certificate of Amendment with the Delaware Secretary of State to change its name to AIS Holdings Group, Inc. On October 25, 2017, the Company entered into a Stock Purchase Agreement with Takehiro Abe. Pursuant to this agreement, Mr. Abe transferred to AIS

Business

Business Information Overview 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, on August 1, 2025. Initial development has now been substantially completed. AI SEIKAI ("SEIKAI") is an artificial intelligence advertising management platform that autonomously manages multiple digital advertising channels, including Google, Meta, and LINE, through application programming interfaces (APIs). The system is offered primarily as a web-based software-as-a-service (SaaS) platform, with optional on-premise deployment for clients with higher confidentiality or data security requirements. SEIKAI is designed to minimize human dependency in advertising operations while continuously maximizing return on advertising spend (ROAS) and optimizing cost per acquisition (CPA). Products and Services SEIKAI is an AI agent that automates and optimizes the advertising process, including keyword generation, campaign setup, bidding, budget allocation, and performance evaluation, without requiring ongoing manual input. The system integrates across multiple advertising platforms and uses a proprietary learning model that integrates multiple advertising platforms and analyzes multivariate data to analyze user behavior, keyword performance, and real-time advertising data. SEIKAI adjusts bids, and reallocates budgets to improve campaign efficiency. The platform's core features include an AI keyword-generation engine, automated campaign creation, and adaptive performance feedback mechanisms. Through continuous data analysis, SEIKAI identifies which search terms and ad combinations are most effective in reaching target audiences. The system enables users to visualize search intent, automatically eliminating underperforming elements and introducing new keywords. This adaptive process supports rapid optimizati

View Full Filing

View this 8-K filing on SEC EDGAR