Core AI Holdings (NASDAQ: CHAI) files 20-F/A on auditor change

Rhea-AI Filing Summary

Core AI Holdings, Inc. filed Amendment No. 1 to its Form 20-F for the fiscal year ended December 31, 2025. The amendment is narrow in scope and is being made solely to add Exhibit 10.24, a May 19, 2026 letter from Barzily & Co., CPA’s, the company’s former independent accounting firm, to the SEC’s Office of the Chief Accountant, confirming its agreement with statements in Item 16F about the change in certifying accountant. The company reports 19,922,402 Common Shares outstanding as of December 31, 2025 and its shares trade on The Nasdaq Stock Market LLC under the symbol CHAI.

Key Figures

Shares outstanding: 19,922,402 Common Shares Pre-funded warrant shares: 588,236 shares Pre-funded warrant exercise price: $0.00004 per share +2 more

5 metrics

Shares outstanding 19,922,402 Common Shares As of December 31, 2025

Pre-funded warrant shares 588,236 shares Subject to a Form of Pre-funded Warrant (Exhibit 4.4)

Pre-funded warrant exercise price $0.00004 per share Exercise price under Form of Pre-funded Warrant (Exhibit 4.4)

Fiscal year end December 31, 2025 Period covered by the annual report on Form 20-F

Barzily letter date May 19, 2026 Date of former auditor’s letter filed as Exhibit 10.24

Key Terms

Form 20-F/A, emerging growth company, Pre-Funded Warrant, Registration Rights Agreement, +2 more

6 terms

Form 20-F/A regulatory

"This Form 20-F/A Amendment No. 1 to the Annual Report on Form 10-Q for the year ended December 31, 2025"

Form 20-F/A is an amended annual filing that a foreign company submits to the U.S. Securities and Exchange Commission to correct, clarify, or add information to a previously filed Form 20-F. For investors, an amendment matters because it signals that earlier disclosures changed or were incomplete—like a corrected instruction manual—and those updates can alter how you judge the company’s finances, risks, governance or legal standing, potentially affecting the stock’s value.

emerging growth company regulatory

"See definition of “large accelerated filer, “accelerated filer,” and emerging growth company” in Rule 12b-2"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Pre-Funded Warrant financial

"Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.1 to the Company’s Form 6-K"

A pre-funded warrant is a financial instrument that gives the holder the right to buy shares of a company's stock at a set price, with most of the purchase cost already paid upfront. It functions like a nearly fully paid option, allowing investors to secure shares quickly while minimizing the amount of additional money they need to invest later. This helps investors gain ownership rights efficiently, often used to avoid certain regulatory restrictions or to prepare for future stock purchases.

Registration Rights Agreement financial

"Registration Rights Agreement dated January 14, 2025 (incorporated herein by reference to Exhibit 10.2"

A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.

Merger Agreement financial

"Merger Agreement, by and among Siyata Mobile Inc., Siyata Core Acquisition U.S., Inc., and Core Gaming, Inc."

A merger agreement is a binding contract that lays out the exact terms for two companies to combine, including the price, what each side will deliver, and the conditions that must be met before the deal is completed. Investors care because it sets the timetable, payouts and risks — like a blueprint or prenup that shows whether the deal is likely to close, how ownership will change, and what could cancel or alter the payout they expect.

Stock Purchase Agreement financial

"Stock Purchase Agreement among Core AI Holdings Inc., Siyata PTT and Mr. Marc Seelenfreund dated December 29, 2025"

A stock purchase agreement is a legal contract that sets the terms for buying or selling shares, specifying the price, number of shares, how payment is made, and any conditions or promises each side must meet. It matters to investors because it defines who owns what, when ownership changes, and what protections or obligations attach to the deal—think of it as a detailed receipt plus the house rules that determine the financial risks and benefits of the transaction.

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

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Accepted by SEC EDGAR 05/26/2026 - 06:05 AM Learn about SEC filing dates

FAQ

What is the purpose of Core AI Holdings (CHAI) filing this Form 20-F/A?

Core AI Holdings filed this Form 20-F/A solely to add Exhibit 10.24, a letter from Barzily & Co., CPA’s to the SEC’s Office of the Chief Accountant. The letter confirms Barzily’s agreement with statements in Item 16F regarding the company’s change in certifying accountant.

Which period does Core AI Holdings’ amended Form 20-F cover?

The amended Form 20-F relates to Core AI Holdings’ annual report for the fiscal year ended December 31, 2025. The amendment does not change the underlying financial period, only supplements the filing with an additional exhibit from the former auditor, Barzily & Co., CPA’s.

How many Core AI Holdings (CHAI) common shares were outstanding at year-end 2025?

Core AI Holdings reports 19,922,402 Common Shares, with no par value per share, outstanding as of December 31, 2025. This figure reflects the company’s capital structure at the close of the fiscal year covered by the amended annual report on Form 20-F.

On which exchange does Core AI Holdings trade and under what symbol?

Core AI Holdings’ Common Shares trade on The Nasdaq Stock Market LLC under the symbol CHAI. The filing lists these Common Shares, with no par value per share, as the securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934.

What is Exhibit 10.24 added by Core AI Holdings in this 20-F/A?

Exhibit 10.24 is a letter dated May 19, 2026 from Barzily & Co., CPA’s to the SEC’s Office of the Chief Accountant. It states Barzily’s agreement with statements in Item 16F concerning the company’s prior change in independent registered public accounting firm.

Where is Core AI Holdings incorporated and where are its principal executive offices located?

Core AI Holdings is organized under the laws of British Columbia, Canada. Its principal executive offices are located at 25 SE 2nd Ave., Suite 550, Miami, FL 33131, which also serves as the business address for its Chief Executive Officer, Aitan Zacharin.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 20-F/A

Amendment No. 1 to Form 20-F

☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2025

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report: ____________________________________

For the transition period from _________________ to __________________

Commission File No.: 001-39557

CORE AI HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Translation of registrant’s name into English: Not applicable

British Columbia, Canada

(Jurisdiction of incorporation or organization)

25 SE 2nd Ave. Ste 550

Miami, FL 33131

(Address of principal executive offices)

US 

Aitan Zacharin

Chief Executive Officer

(954) 917-8499

a@coregaming.co

25 SE 2nd Ave. Ste 550

Miami, FL 33131

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Shares, no par value per common share		CHAI		The Nasdaq Stock Market LLC

Securities registered or to be registered pursuant to Section 12(g) of the Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.

19,922,402 Common Shares, no par value per Common Share, as of December 31, 2025.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ☐ No ☒

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act of 1934.

Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☐ No ☒

Indicate by check mark whether the registrant has submitted every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☐ No ☒

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer, “accelerated filer,” and emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☐	Non-accelerated filer	☒
		Emerging growth company	☐

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards^† provided pursuant to Section 13(a) of the Exchange Act. ☐

†The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing.

U.S. GAAP ☒

International Financial Reporting Standards as issued by the International Accounting Standards Board ☐

Other ☐

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.

☐ Item 17 ☐ Item 18

If this is an annual report, indicate by check mark whether the registrant is a shell company.

Yes ☐ No ☒

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

Yes ☐ No ☐

EXPLANATORY NOTE

This Form 20-F/A Amendment No. 1 to the Annual Report on Form 10-Q for the year ended December 31, 2025, of Core AI Holdings, Inc., a British Columbia, Canada corporation (the “Company”) is being filed solely to include as Exhibit 10.24, the letter dated May 19, 2026, from Barzily & Co., CPA’s (“Barzily”), the Company’s former registered independent accounting firm, to the Office of the Chief Accountant of the Securities and Exchange Commission regarding their agreement with the statements made in “Item 16F. Change in Registrant’s Certifying Accountant - (a) Release of Previous Independent Registered Public Accounting Firm” with respect to Barzily.

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ITEM 19. EXHIBITS

Exhibit		Description
3.1		Articles of Association of the Company (incorporated by reference to the Company’s Registration Statement on Form F-1/A filed on December 1, 2021)
3.2		Notice Of Second Alteration of Articles of Siyata Mobile Inc., filed April 9, 2024 (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 6-K filed on April 15, 2024)
3.3		Notice Of Fourth Alteration of Articles of Siyata Mobile Inc., filed October 29, 2024 (incorporated by reference to Exhibit 3.3 of Amendment No. 1 to the Company’s Registration Statement on Form F-1 filed on November 7, 2024).
4.1		Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.1 to the Company’s Form 6-K filed on May 10, 2024)
4.2		Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.1 to the Company’s Form 6-K filed on July 2, 2024)
4.3		Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.1 of Amendment No. 1 to the Company’s Registration on Form F-1 filed on August 12, 2024).
4.4*		Form of Pre-funded Warrant to purchase 588,236 shares of Core AI Holdings Inc. at any exercise price of $0.00004
10.01		Stock Option Plan (incorporated by reference to Exhibit 10.4 of the Company’s Registration on Form F-1 filed on November 18, 2021).
10.02		Promissory Note, dated January 29, 2024 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 6-K filed on February 1, 2024)
10.03		Securities Purchase Agreement, dated January 29, 2024, by and between the Company and the Investor (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 6-K filed on February 1, 2024)
10.04		Securities Purchase Agreement, dated May 7, 2024 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 6-K filed on May 10, 2024)
10.05		Consulting Agreement, between the Company and IR Agency, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 6-K filed on May 13, 2024).
10.06		Addendum to Consulting Agreement, between the Company and IR Agency, LLC (incorporated by reference to Exhibit 10.26 of the Company’s Amendment No. 3 to the Registration Statement on Form F-1 filed on June 26, 2024).
10.07		Securities Purchase Agreement, dated June 26, 2024 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 6-K filed on July 2, 2024)

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10.08		Second Addendum to Consulting Agreement, between the Company and IR Agency, LLC (incorporated by reference to Exhibit 10.28 of Amendment No. 1 to the Company’s Registration Statement on Form F-1 filed on August 12, 2024).
10.09		Placement Agency Agreement by and between Siyata Mobile Inc. and Spartan Capital Securities, LLC dated August 13, 2024 (incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 6-K filed on August 16, 2024)
10.10		Form of Securities Purchase Agreement by and between Siyata Mobile Inc. and the Purchasers dated August 13, 2024 (incorporated by reference to Exhibit 10.1 of Amendment No. 1 to the Company’s Registration Statement on Form F-1 filed on August 12, 2024).
10.11		Promissory Note, dated August 30, 2024 (incorporated by reference to Exhibit 10.31 of Amendment No. 1 to the Company’s Registration Statement on Form F-1 filed on November 7, 2024).
10.12		Securities Purchase Agreement, dated August 30, 2024, by and between the Company and the Investor (incorporated by reference to Exhibit 10.32 of Amendment No. 1 to the Company’s Registration Statement on Form F-1 filed on November 7, 2024).
10.13		Equity Purchase Agreement between the registrant and Hudson Global Ventures, LLC, dated as of October 21, 2024 (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 6-K filed on October 25, 2024)
10.14		Amendment to the Equity Purchase Agreement between the registrant and Hudson Global Ventures, LLC, dated as of October 28, 2024 (incorporated by reference to Exhibit 10.34 of Amendment No. 1 to the Company’s Registration Statement on Form F-1 filed on November 7, 2024).
10.15		Registration Rights Agreement between the registrant and Hudson Global Ventures, LLC, dated as of October 21, 2024 (incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 6-K filed on October 25, 2024)
10.16		Securities Purchase Agreement, dated October 31, 2024 (incorporated by reference to Exhibit 10.36 of Amendment No. 1 to the Company’s Registration Statement on Form F-1 filed on November 7, 2024).
10.17		First Amendment to the Equity Purchase Agreement between the registrant and Hudson Global Ventures, LLC, dated as of October 28, 2024 (incorporated by reference to Exhibit 10.37 of Post-Effective Amendment to the Company’s Registration Statement on Form F-1 filed on November 18, 2024).
10.18		Second Amendment to the Equity Purchase Agreement between the registrant and Hudson Global Ventures, LLC, dated as of November 18, 2024 (incorporated by reference to Exhibit 10.38 of Post-Effective Amendment to the Company’s Registration Statement on Form F-1 filed on November 18, 2024).
10.19		Equity Purchase Agreement dated January 14, 2025 (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 6-K filed on January 21, 2025)
10.20		Registration Rights Agreement dated January 14, 2025 (incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 6-K filed on January 21, 2025)
10.21		Merger Agreement, by and among Siyata Mobile Inc., Siyata Core Acquisition U.S., Inc., and Core Gaming, Inc., dated February 26, 2025 (incorporated herein by reference to Exhibit 2.1 to the Company’s Current Report on Form 6-K filed on February 26, 2025)
10.22		Amended Merger Agreement, by and among Siyata Mobile Inc., Siyata Core Acquisition U.S., Inc., and Core Gaming, Inc., dated August 25, 2025 (incorporated herein by reference to Exhibit 2.1 to the Company’s Current Report on Form 6-K filed on August 29, 2025)
10.23		Stock Purchase Agreement among Core AI Holdings Inc., Siyata PTT and Mr. Marc Seelenfreund dated December 29, 2025 (incorporated herein by reference to Exhibit 99.1 to the Company’s Current Report on Form 6-K filed on December 31, 2025)
10.24**		Letter from Barzily & Co., CPA’s to the Office of the Chief Accountant, Securities and Exchange Commission. dated May 19, 2026
12.1**		Certification of the Chief Executive Officer pursuant to rule 13a-14(a) of the Securities Exchange Act of 1934
12.2**		Certification of the Chief Financial Officer pursuant to rule 13a-14(a) of the Securities Exchange Act of 1934
13.1*		Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350.

*	Previously filed.
**	Filed herewith.
#	Management contracts or compensatory plans, contracts or arrangements.

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SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on Form 20-F filed on its behalf.

	CORE AI HOLDINGS, INC.
Date: May 26, 2026	By:	/s/ Aitan Zacharin
		Aitan Zacharin
		Chief Executive Officer

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