Core AI Announces Divestiture of Siyata Mobile and Subsidiaries

Core AI Holdings (Nasdaq: CHAI) announced it has signed and closed a definitive agreement to divest Siyata Mobile and subsidiaries effective December 29, 2025.

Rhea-AI Summary

Core AI Holdings (Nasdaq: CHAI) announced it has signed and closed a definitive agreement to divest Siyata Mobile and subsidiaries effective December 29, 2025.

The company said the divestiture eliminates approximately $12 million in annual cash burn, reduces net loss for the nine months ended September 30, 2025 from $12.5M to $4.8M (an $8.7M improvement), and simplifies the balance sheet. Transaction consideration includes $100,000 cash up front plus three annual earn-outs equal to the greater of $200,000 or 1% of Siyata gross revenue per year, as reported in audited IFRS financials.

Pro forma balance-sheet changes: total assets declined by $20.0M (to $31.6M) and total liabilities declined by $4.1M (to $18.3M).

Positive

• Annual cash burn reduced by approximately $12 million
• Net loss improved by $8.7 million for nine months ended Sep 30, 2025
• Total liabilities decreased by $4.1 million

Negative

• Total assets reduced by $20.0 million to $31.6 million
• Upfront cash consideration only $100,000; earn-outs uncertain

Argus Dec 29 session

-8.61% close to close Open Argus

Details

News Market Reaction – CHAI

On Dec 29, the day this news came out, CHAI closed 8.61% below the previous close.

Data tracked by StockTitan Argus for the Dec 29 session.

Key Figures

Annual cash burn eliminated: $12 million Initial cash consideration: $100,000 Minimum earn-out payment: $200,000 +5 more

Annual cash burn eliminated

$12 million

Approximate annual cash burn removed via Siyata divestiture

Initial cash consideration

$100,000

Upfront cash payment for Siyata divestiture

Minimum earn-out payment

$200,000

Minimum for each of three annual earn-out payments

Earn-out percentage

1% of gross revenue

Alternative basis for each annual earn-out payment

Net loss before divestiture

$12.5 million

Nine months ended September 30, 2025, pre-divestiture

Net loss after divestiture

$4.8 million

Pro forma nine months ended September 30, 2025, post-divestiture

Total assets after divestiture

$31.6 million

Pro forma total assets as of September 30, 2025

Total liabilities after divestiture

$18.3 million

Pro forma total liabilities as of September 30, 2025

Historical Context

5 past events · Latest: Nov 28

5 events

1. Nov 28

   Business update call

   24h Move

   +10.4%

   Announcement of Q3 update call and 2026 strategic outlook discussion.

2. Nov 21

   New AI unit

   24h Move

   +12.7%

   Launch of Core Digital AI-powered marketing subsidiary to expand revenue streams.

3. Nov 13

   AI data center plan

   24h Move

   -27.1%

   Announcement of $5.0B global AI data center initiative and financing plans.

4. Oct 23

   H1 2025 update

   24h Move

   +11.8%

   Report of H1 2025 user scale, revenue, and strategy toward $300M annual revenue.

5. Oct 15

   AI media expansion

   24h Move

   -6.2%

   Expansion into AI-driven music production via LikeMusic.ai with efficiency gains.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

earn-out, gross revenue, ifrs, pro forma

4 terms

earn-out financial

"earn-out consideration consisting of three separate annual earn-out payments"

An earn-out is a deal feature in mergers and acquisitions where part of the purchase price is paid later only if the acquired business meets specific future targets, such as revenue or profit goals. It matters to investors because it shares risk between buyer and seller—similar to paying for a used car only if it reaches promised mileage—affecting projected cash flows, valuation assumptions, and the likelihood of future payouts.

gross revenue financial

"1% of gross revenue generated by Siyata during each applicable earn-out period"

Total money a company brings in from selling goods or services before subtracting any costs, returns, discounts or allowances. Think of it as the full amount shown on a cash register tape before making change or paying bills. Investors watch gross revenue to see how much demand a business is generating and whether sales are growing, but they also look at profit and expense measures to judge true financial health.

ifrs financial

"as reported in audited annual financial statements prepared in accordance with IFRS"

International Financial Reporting Standards (IFRS) are a set of common accounting rules used by many companies worldwide to prepare financial statements, so numbers like revenue, profit and assets are measured in the same way across borders. For investors, IFRS matters because it makes it easier to compare the financial health and performance of different companies—like using the same ruler to measure different objects—reducing surprises and helping informed investment decisions.

pro forma financial

"Based on unaudited pro forma financial information as of September 30, 2025"

Pro forma refers to financial information that is prepared based on estimates or adjustments to show what a company's results might look like under certain scenarios, such as new projects or acquisitions. It helps investors understand the potential impact of future events by providing a clear, hypothetical view of financial performance, much like a weather forecast shows possible future conditions.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Reduces Annual Cash Burn and Positions Company for AI-Driven Growth

Miami, Dec. 29, 2025 (GLOBE NEWSWIRE) -- Core AI Holdings, Inc. (Nasdaq: CHAI) (“Core AI” or the “Company”), a global AI driven mobile games developer and publisher, today announced that it has simultaneously signed and closed a definitive agreement to divest Siyata Mobile Inc. and its subsidiaries (collectively, “Siyata”). This transaction is effective immediately and represents a completed strategic action to streamline operations and concentrate capital and resources on Core AI’s core artificial intelligence initiatives.

“As we continued to deepen our focus on artificial intelligence, it became clear that the anticipated technology and commercial synergies with Siyata did not materialize,” said Aitan Zacharin, CEO of Core AI Holdings, Inc. “The divestiture eliminates approximately $12 million in annual cash burn, materially reduces losses and simplifies our balance sheet. Furthermore, it also better aligns our asset base with our core AI strategy, strengthens our financial profile and allows us to direct capital and resources to higher-return opportunities we believe will drive sustainable shareholder value.”

Under the terms of the definitive agreement, Core AI is entitled to receive aggregate consideration consisting of initial consideration of $100,000 in cash, and earn-out consideration consisting of three separate annual earn-out payments. Each earn-out payment will equal the greater of $200,000 or 1% of gross revenue generated by Siyata during each applicable earn-out period, as reported in audited annual financial statements prepared in accordance with IFRS.

“With the divestiture of Siyata complete, Core AI is operating with a leaner cost structure and a clearer growth mandate,” Zacharin added. “We are now positioned to more aggressively invest in advancing our AI platform and pursue targeted growth initiatives that we believe can scale efficiently. By improving operating leverage and sharpening our strategic focus, we see a compelling opportunity to drive sustained revenue growth and long-term shareholder value.”

Pro Forma Financial Impact

Based on unaudited pro forma financial information as of September 30, 2025, the divestiture has the following impact on Core AI’s financial profile:

Net loss for the nine months ended September 30, 2025 was reduced from $12.5 million to $4.8 million, representing an $8.7 million improvement, primarily driven by the removal of Siyata operating expenses.

Total assets decreased from $51.6 million to $31.6 million, reflecting a $20.0 million reduction associated with the divested business. Total liabilities decreased from $22.4 million to $18.3 million, a $4.1 million improvement, further strengthening the Company’s balance sheet.

About Core AI Holdings, Inc.

Core AI Holdings, Inc. is focused on developing a portfolio of AI-focused businesses with next-generation technologies. Through its subsidiary, Core Gaming, it operates a leading global AI driven mobile games development and publishing business. The company creates entertaining games for millions of players worldwide, while empowering other developers to deliver player-focused apps and games to enthusiasts. Since its launch Core Gaming has developed and co-developed over 2,200 games, driven over 800 million downloads, and generated a global footprint of over 40 million users from over 140 countries. Core AI's mission is to harness the power of artificial intelligence to build transformative and scalable offerings across multiple verticals.

Visit www.coregaming.co to learn more.

Core AI Investor Relations:

Brett Maas Hayden IR
chai@haydenir.com
646-536-7331

Forward Looking Statements

This press release contains forward-looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995 and other Federal securities laws. For example, the Company is using forward-looking statements in this press release when it discusses its goal of achieving $300 million in full year annual revenue based on successful execution of its growth strategy, continued growth being fueled by AI-powered content development, and the ability for the Company to grow through joint venture partnerships and mergers and acquisitions. Words such as "expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates" and similar expressions or variations of such words are intended to identify forward-looking statements. Because these forward-looking statements and their implications are neither historical facts nor assurances of future performance and are based on Core AI's current expectations, they are subject to various risks and uncertainties and changes in circumstances that are difficult to predict and may be outside of Core AI’s control and actual results, performance, or achievements of Core AI could differ materially from those described in or implied by the statements in this press release. The forward-looking statements contained or implied in this press release are subject to other risks and uncertainties, including those discussed under the heading "Risk Factors" in the Company’s Annual Report on Form 20-F filed with the Securities and Exchange Commission ("SEC") on April 21, 2025 and in any subsequent filings with the SEC. Except as otherwise required by law, Core AI undertakes no obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. References and links to websites have been provided as a convenience, and the information contained on such websites is not incorporated by reference into this press release.

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FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Core AI (CHAI) announce on December 29, 2025 about Siyata Mobile?

Core AI announced it signed and closed a divestiture of Siyata Mobile effective December 29, 2025, to focus on AI initiatives.

How much annual cash burn does the CHAI divestiture eliminate?

The company said the divestiture eliminates approximately $12 million in annual cash burn.

What consideration will Core AI receive for Siyata in the CHAI divestiture?

Core AI will receive $100,000 initial cash plus three annual earn-outs equal to the greater of $200,000 or 1% of Siyata gross revenue each year.

How did the Siyata sale affect CHAI's reported net loss for nine months ended Sep 30, 2025?

Pro forma net loss improved from $12.5M to $4.8M, an $8.7M reduction.

What pro forma balance-sheet changes did Core AI report after the Siyata divestiture?

Pro forma total assets decreased by $20.0M to $31.6M and total liabilities decreased by $4.1M to $18.3M.

Will the CHAI divestiture free capital for Core AI's AI strategy?

The company said the transaction streamlines operations and allows redirecting capital and resources toward its AI initiatives.