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Core AI Holdings (CHAI) sets up $3.54M at-the-market stock sales deal

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
6-K

Rhea-AI Filing Summary

Core AI Holdings, Inc. established an at-the-market equity program, entering into a Market Issuance Sales Agreement with D. Boral Capital LLC to sell common shares with an aggregate offering price of up to $3,539,021. These shares may be offered from time to time under the company’s effective shelf registration statement on Form F-3.

D. Boral will act as sales agent or principal and receive a 2.0% commission on gross proceeds from any common shares sold, plus reimbursement of specified expenses. The agreement includes customary representations, covenants, indemnification provisions, and can be terminated by either party in accordance with its terms.

Positive

  • None.

Negative

  • None.

Filing Explained

The program adds up to $3,539,021 of potential equity capacity; no completed sale is reported, so dilution depends on future share sales.

Core AI Holdings entered an agreement and filed a prospectus supplement for an ATM program allowing up to $3,539,021 of common-share sales; the filing does not report completed sales, so any dilution of existing holders remains conditional on shares being sold.

An ATM program permits gradual sales into the market at prevailing prices. The effective shelf registration and prospectus supplement provide the framework for the offering, while the filing describes actual sales as transactions that may occur under the agreement.

The amount actually sold remains unresolved in this filing, and the Sales Agreement may be terminated by either the company or D. Boral under its terms.

ATM Program Size $3,539,021 Aggregate offering price of common shares that may be sold under the Market Issuance Sales Agreement
Sales Agent Commission 2.0% of gross proceeds Compensation payable to D. Boral Capital LLC for common shares sold in the ATM program
Shelf Registration File Number 333-291487 Form F-3 shelf registration statement used for the ATM offering
at the market offering financial
"to sell common shares... through an “at the market offering” (the “ATM Offering”) program"
An at-the-market offering is a way a company raises cash by selling newly issued shares directly into the open market at prevailing prices, rather than all at once in a single deal. Think of it like turning a faucet on to drip shares into trading at current prices when needed; it gives the company flexibility to raise funds over time but can dilute existing shareholders and potentially affect the stock price, which investors should monitor.
shelf registration statement regulatory
"relating to the Company’s shelf registration statement on Form F-3"
A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.
Market Issuance Sales Agreement financial
"entered into a Market Issuance Sales Agreement (the “Sales Agreement”)"
gross proceeds financial
"compensation payable to D. Boral... will be 2.0% of the gross proceeds"
The total amount of cash a company receives from a financing event or sale before any fees, expenses, taxes or deductions are taken out. Investors watch gross proceeds because it shows the raw scale of new capital being raised—think of it as the paycheck amount before withholdings—which helps assess how much funding is available for operations, growth, debt payoff or how much shareholder dilution might occur once costs are removed.
indemnify regulatory
"agreed to indemnify D. Boral against certain liabilities"
To indemnify means to promise to cover or reimburse someone for losses, costs, or legal claims that arise from a specified action or event. For investors, indemnification shifts potential financial risk—like a safety net or warranty—so a party that agrees to indemnify protects others from unexpected liabilities, which can affect a company’s future expenses, deal terms, and perceived investment risk.
Offering Type ATM

FAQ

What ATM equity program did Core AI Holdings (CHAI) put in place?
Core AI Holdings set up an at the market offering program with D. Boral Capital LLC to sell common shares with an aggregate offering price of up to $3,539,021 under its effective Form F-3 shelf registration.

How much can Core AI Holdings (CHAI) raise through the new ATM?
Core AI Holdings may sell common shares for an aggregate offering price of up to $3,539,021. These shares are issued from time to time under a Market Issuance Sales Agreement with D. Boral Capital LLC acting as sales agent or principal.

What commission will D. Boral earn in the Core AI Holdings (CHAI) ATM program?
D. Boral Capital LLC will receive 2.0% of gross proceeds from any Core AI Holdings common shares sold under the at-the-market program, plus reimbursement for certain specified expenses incurred in performing its obligations.

Under which registration statement is Core AI Holdings (CHAI) selling ATM shares?
Core AI Holdings will sell ATM shares under its Form F-3 shelf registration statement (File No. 333-291487), originally filed on November 13, 2025 and declared effective on November 21, 2025, as described in its August 11, 2026 prospectus supplement.

Who is acting as sales agent in Core AI Holdings’ (CHAI) ATM offering?
D. Boral Capital LLC is acting as sales agent or principal for Core AI Holdings’ at-the-market offering. It will use commercially reasonable efforts consistent with its normal trading and sales practices to sell the registered common shares.

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

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Form 6-K: How Foreign Companies Report to the SEC →

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER

 

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

For the Month of: August 2026

 

Commission File Number: 001-39557

 

Core AI Holdings, Inc.

(Translation of registrant’s name into English)

 

25 SE 2nd Ave. Ste 550 Miami, FL 33131

(Address of principal executive office)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

 

☒ Form 20-F ☐ Form 40-F

 

 

 

 

 

 

At the Market Issuance Program

 

On August 11, 2026, Core AI Holdings, Inc., a British Columbia, corporation (the “Company”), entered into a Market Issuance Sales Agreement (the “Sales Agreement”) with D. Boral Capital LLC (“D. Boral”), to sell common shares, no par value (the “Common Shares”), for an aggregate offering price of up to $3,539,021 (the “Shares”) from time to time, through an “at the market offering” (the “ATM Offering”) program under which D. Boral will act as a sales agent or principal. 

 

On August 11, 2026, the Company filed a prospectus supplement (the “Prospectus Supplement”) with the Securities and Exchange Commission (the “SEC”) relating to the Company’s shelf registration statement on Form F-3 (File No. 333-291487), originally filed with the SEC on November 13, 2025, and declared effective by the SEC on November 21, 2025, under which the Company may offer and sell Common Shares having an aggregate offering price of up to $3,539,021 through D. Boral pursuant to the Sales Agreement.

 

Sales of the Shares under the Sales Agreement may be made by any method that is deemed to be an “at the market” offering as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended (“Securities Act”), or by any other method permitted by law. D. Boral will make all sales using commercially reasonable efforts consistent with its normal trading and sales practices. The compensation payable to D. Boral for sales of Shares pursuant to the Sales Agreement will be 2.0% of the gross proceeds for any Common Shares sold to or through D. Boral. In addition, the Company has agreed to reimburse D. Boral for certain specified expenses it incurs in the performance of its obligations. The Sales Agreement may be terminated by the Company or D. Boral in accordance with the terms therein. The Company made certain customary representations, warranties and covenants concerning the Company and the Shares in the Sales Agreement and agreed to indemnify D. Boral against certain liabilities, including liabilities under the Securities Act.

 

The description of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to the Sales Agreement, which is filed as Exhibit 10.1 to this Report on Form 6-K and incorporated herein by reference.

 

The legal opinion of the Company’s Canadian legal counsel DuMoulin Black LLP relating to the Shares is being filed as Exhibit 5.1 to this Report on Form 6-K and incorporated herein by reference.

 

This Report on Form 6-K shall not constitute an offer to sell or the solicitation of an offer to buy any securities nor will there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

 

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EXHIBIT INDEX

 

Exhibit

Number

   Description
5.1   Opinion of DuMoulin Black LLP
10.1   Market Issuance Sales Agreement, dated August 11, 2026, by and between Core AI Holdings, Inc. and D. Boral Capital LLC
23.1   Consent of DuMoulin Black LLP (set forth in Exhibit 5.1)

 

3

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: August 12, 2026 CORE AI HOLDINGS, INC.
     
  By: /s/ Aitan Zacharin
    Aitan Zacharin, Chief Executive Officer

 

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Source: View Original Filing on SEC EDGAR

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