Core AI (NASDAQ: CHAI) raises ~$5.4M and highlights rapid HomeGPT app growth
Rhea-AI Filing Summary
Core AI Holdings, Inc. entered into a registered direct offering of 1,969,444 common shares and pre-funded warrants to purchase up to 3,975,000 common shares at about $0.90 per security, for aggregate gross proceeds of approximately $5.4 million before fees. The pre-funded warrants are immediately exercisable at an exercise price of $0.00001 per share and may be exercised on a cashless basis. The company will pay a 7.0% cash fee to the placement agent and expects closing around June 11, 2026. Core AI plans to use the proceeds to advance its AI technology and infrastructure initiatives and for general working capital. Separately, it launched its HomeGPT AI home design app, which grew from roughly 2,000 to more than 130,000 active users in three months and generated over 380,000 AI design tasks, with paid conversion up about 210% from early versions.
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Insights
Core AI raises ~$5.4M via registered direct deal while showcasing strong early traction for its HomeGPT app.
Core AI Holdings completed a registered direct offering of 1,969,444 common shares and 3,975,000 pre-funded warrants at about $0.90 per security, generating gross proceeds of roughly $5.4 million. Pre-funded warrants are immediately exercisable at a nominal $0.00001 exercise price and include a cashless exercise feature.
Proceeds are earmarked for AI technology and infrastructure initiatives and general working capital, which can support ongoing product development and scaling. A 7.0% placement fee to D. Boral Capital LLC and other expenses will reduce net proceeds, but the transaction broadens the institutional investor base.
HomeGPT’s launch adds an operating datapoint: active users grew from about 2,000 to more than 130,000 over three months, with paid conversion up roughly 210% and over 380,000 AI design tasks created. Subsequent filings may provide more detail on monetization and the financial contribution of this product as it scales.
Key Figures
Key Terms
registered direct offering financial
pre-funded warrants financial
shelf registration statement regulatory
cashless exercise financial
multimodal generative AI technical
cloud orchestration system technical
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: June 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
Registered Direct Offering
On June 10, 2026, Core AI Holdings, Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with an institutional investor (the “Purchaser”), pursuant to which the Purchaser agreed, subject to the satisfaction of certain conditions contained in the Purchase Agreement, to purchase the Company’s securities consisting of up to 1,969,444 of the Company’s common shares, no par value (the “Shares”), and pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to 3,975,000 common shares (the “Warrant Shares”), at a combined purchase price of $0.90 per Share and $0.89999 per Pre-Funded Warrant.
The issuance of the Shares, the Pre-Funded Warrants and the common shares underlying the Pre-Funded Warrants (the “Offering”) is pursuant to the Purchase Agreement and the Company’s Prospectus Supplement (the “Prospectus Supplement”) dated June 10, 2026 and filed with the Securities and Exchange Commission (the “SEC”) pursuant to Rule 424(b)(5). The Pre-Funded Warrants are immediately exercisable at a nominal exercise price of $0.00001 per share and will expire when exercised in full. The Pre-Funded Warrants also have a cashless exercise provision as set forth in the Purchase Agreement and described in the Prospectus Supplement.
The Closing will occur on June 11, 2026 and the Company issued up to 1,969,444 Shares and Pre-Funded Warrants to purchase up to 3,975,000 common shares for aggregate gross proceeds of approximately $5.4 million, before deducting placement agent fees and other offering expenses payable by the Company.
The Purchase Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company, including for liabilities arising under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Purchase Agreement were made only for the purpose of such agreement and as of specific dates, were solely for the benefit of the parties to the Purchase Agreement and may be subject to limitations agreed upon by the contracting parties.
The Company entered into a placement agency agreement (the “Placement Agency Agreement”) with D. Boral Capital LLC (the “Placement Agent”) on June 10, 2026, pursuant to which the Placement Agent agreed to serve as the exclusive placement agent for the Company, on a reasonable best efforts basis, in connection with the Offering. The Company has agreed to pay the Placement Agent an aggregate cash fee equal to 7.0% of the gross proceeds received in the Offering and to reimburse certain expenses incurred by the Placement Agent in connection with the Offering.
Pursuant to the terms of the Purchase Agreement and the Placement Agency Agreement, from the date of the Purchase Agreement until thirty (30) days after the Closing Date, neither the Company nor any of its subsidiaries may (i) issue, enter into any agreement to issue or announce the issuance or proposed issuance of any common shares or common share equivalents or (ii) file any registration statement or any amendment or supplement thereto, in each case other than as contemplated by the Purchase Agreement, subject to certain exceptions for exempt issuances, including issuances pursuant to employee equity incentive plans and existing outstanding securities.
Electronic copies of the Prospectus Supplement and the related shelf registration statement on Form F-3 (File No. 333-291487), declared effective by the SEC on November 21, 2025 (the “Registration Statement”) may be obtained, when available, on the SEC’s website at http://www.sec.gov.
The foregoing descriptions of the Pre-Funded Warrant, Purchase Agreement, and the Placement Agency Agreement are only summaries and are qualified in their entirety by reference to the complete text of the form of Pre-Funded Warrant, Purchase Agreement, and Placement Agency Agreement, copies of which are attached as Exhibit 4.1, 10.1, and 10.2, respectively, to this Report on Form 6-K and are incorporated by reference herein, and such description and exhibits are incorporated by reference into the Registration Statement.
A copy of the opinion of the Company’s Canadian legal counsel is filed as Exhibit 5.1 to this Report on Form 6-K.
The consent of Bush & Associates CPA LLC, the Company’s independent public accounting firm, whose audit report is included in the Company’s Annual Report on Form 20-F, filed on May 15, 2026, as amended on May 26, 2026, is attached hereto as Exhibit 23.2 and is incorporated by reference into the Registration Statement.
A copy of the press release issued by the Company on June 10, 2026 announcing the pricing of the Offering is attached hereto as Exhibit 99.1.
In addition, the Company issued a press release on June 11, 2026, announcing the launch of the Company’s AI Home Design App: HomeGPT, which is attached hereto as Exhibit 99.2.
This Report on Form 6-K does not constitute an offer to sell, or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.
| 2 |
EXHIBIT INDEX
| Exhibit Number |
Description | |
| 4.1 | Form of Pre-Funded Warrant | |
| 5.1 | Opinion of CC Corporate Counsel Professional Corporation | |
| 10.1 | Form of Securities Purchase Agreement | |
| 10.2 | Form of Placement Agency Agreement | |
| 23.1 | Consent of CC Corporate Counsel Professional Corporation (set forth in Exhibit 5.1) | |
| 23.2 | Consent of Bush & Associates CPA LLC | |
| 99.1 | Press Release issued by Core AI Holdings, Inc. on June 10, 2026 | |
| 99.2 | Press Release issued by Core AI Holdings, Inc. on June 11, 2026 |
| 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: June 11, 2026 | CORE AI HOLDINGS, INC. | |
| By: | /s/ Aitan Zacharin | |
| Aitan Zacharin, Chief Executive Officer | ||
| 4 |
EXHIBIT 99.1
Core AI Holdings, Inc. Announces Pricing of ~$5.4 Million Registered Direct Offering With a New Fundamental Institutional Investor
PRESS RELEASE — Core AI Holdings, Inc. (NASDAQ:CHAI) (“Core AI” or the “Company”), a global AI infrastructure and technology platform, today announced that it has entered into a securities purchase agreement with a new fundamental institutional investor for the purchase and sale of the Company’s 1,969,444 common shares and 3,975,000 pre-funded warrants for an aggregate price of approximately $5.4 million before deducting commissions and expenses of the offering. The Company plans to use the proceeds from the offering for advancement of its AI technology and infrastructure initiatives, and general working capital purposes.
The closing of the offering is expected to occur on or about June 11, 2026, subject to the satisfaction of customary closing conditions.
D. Boral Capital LLC is acting as exclusive placement agent for the offering.
The proposed offering of the common shares described above is being offered by the Company pursuant to a “shelf” Registration Statement on Form F-3 (File No. 333-291487) filed with the Securities and Exchange Commission (the “SEC”) and declared effective by the SEC on November 21, 2025, and the accompanying prospectus contained therein. The offering is being made only by means of a prospectus supplement and accompanying prospectus. A final prospectus supplement and accompanying prospectus relating to the registered direct offering will be filed with the SEC, which may be obtained, when available, from D. Boral Capital LLC, 590 Madison Avenue, 39th Floor, New York, NY 10022 by email to dbccapitalmarkets@dboralcapital.com , or by calling (212) 970-5150.
This press release does not constitute an offer to sell, or the solicitation of an offer to buy any of the Company’s securities, nor shall there be any offer, solicitation or sale of any of the Company’s securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction.
About Core AI Holdings, Inc.
Core AI Holdings, Inc. (NASDAQ: CHAI) is a global AI technology and infrastructure company focused on identifying, developing, and scaling AI-driven businesses that leverage next-generation technologies to address large, high-growth market opportunities. Core AI’s mission is to harness artificial intelligence to create transformative, scalable solutions across multiple verticals and drive long-term shareholder value. Through its subsidiary, Core Gaming, the Company operates an AI-driven mobile game development and publishing business.
Forward-Looking Statement
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements reflect the Company’s current expectations, assumptions, and projections about future events and are subject to risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. Forward-looking statements typically include terminology such as “anticipates,” “believes,” “expects,” “intends,” “may,” “plans,” “projects,” “seeks,” “should,” “will,” or similar expressions.
Factors that could cause actual results to differ materially include, without limitation, the Company’s ability to expand its e-commerce platform and F&B distribution business, customer acceptance of new products and services, changes in economic conditions affecting its operations, the outcome of partnership discussions, the impact of global health crises, supply chain disruptions, competition, and regulatory risks related to data privacy and security. Additional risks include volatility in digital asset markets, potential vulnerabilities in custodial security, and evolving global and domestic regulatory frameworks applicable to blockchain technologies. These risks, along with other factors, are discussed in more detail in the Company’s filings with the U.S. Securities and Exchange Commission.
The forward-looking statements in this press release speak only as of the date hereof. The Company assumes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.
Core AI Holdings, Inc.
Investor Relations
Email: IR@coregaming.co
Phone: (514) 500-1181
Exhibit 99.2
Core AI Announces Launch of AI Home Design App: HomeGPT
Sees
Rapid Growth Across North America, Japan and South Korea as AI Renovation
Platform Enters Commercial Scale-Up Phase
Miami, FL — June 11, 2026 — Core AI Holdings, Inc. (Nasdaq: CHAI) (“Core AI” or the “Company”), a global AI technology and infrastructure company, today announced the launch of HomeGPT, an AI powered home design and renovation application. As a key part of the company’s vertical AI application strategy, HomeGPT combines multimodal generative AI, spatial understanding, image editing, smart layout generation and AI video capabilities to turn a single home photo into a full design experience.
During the three-months open beta period, despite the lack of extensive marketing, HomeGPT’s active users across North America, Japan and South Korea have grown from approximately 2,000 to more than 130,000 representing over 6x growth. Paid conversion has increased by approximately 210% from early product versions, while users have generated more than 380,000 AI design tasks across interior, exterior, garden and renovation use cases. The company believes this rapid momentum validates AI home design as a high-engagement, visually viral and commercially valuable AI category.
“HomeGPT’s growth shows that AI home design is no longer just an image-generation novelty. It is becoming a new entry point for renovation, real estate visualization, home furnishing commerce and professional design services,” said Aitan Zacharin, CEO of Core AI Holdings. “Before users spend thousands of dollars renovating, they want to see what their future home could look like across different styles, budgets and layouts. We are compressing early-stage design exploration from days or weeks into seconds.”
HomeGPT serves homeowners, interior designers, real estate agents and home furnishing brands with features including interior design, exterior design, garden design, smart layout, object replacement, object removal, wall redesign, flooring concepts, window design, reference-style redesign and floor-plan-to-3D generation. Users can upload photos of rooms, gardens, building exteriors or hand-drawn sketches, generate high-quality renovation renderings and continue refining results through natural language conversation.
The latest version further strengthens HomeGPT’s AI designer system with furniture recommendation, multi-image upload, custom remodeling, Auto Match style selection and three levels of design freedom. Users can enter prompts such as “turn this living room into Italian quiet luxury,” “remove the old sofa and replace it with a cream fabric couch,” or “keep the original floor plan but add more storage,” and the AI will redraw the space while preserving key structural elements.
Technology Platform: An AI Design Engine Built for Spatial Intelligence
While HomeGPT’s user growth is attracting market attention, the underlying AI platform is the company’s true differentiator. HomeGPT has built a multimodal AI infrastructure specifically designed for home design workflows, supporting image generation, localized editing, conversational modification, smart layout, 3D conversion and cinematic video walkthroughs.
HomeGPT’s AI home design infrastructure is built around three core pillars:
Spatial Understanding and Structure Preservation Engine
This engine identifies walls, windows, floors, furniture, garden boundaries and exterior structures, helping preserve room proportions and layout logic during generation. It reduces common issues found in generic AI image tools, including distorted spaces, unrealistic geometry and non-buildable design outputs.
Multimodal Generative Design Models
The platform processes photos, text prompts, reference images and conversational instructions simultaneously, enabling a complete workflow from Photo-to-Design, Sketch-to-Real and Chat-to-Edit to Style Transfer. The model supports interior, exterior, garden, wall, flooring, window and furniture scenarios, helping users quickly generate personalized renovation concepts.
Cloud Task Orchestration and Monetization System
HomeGPT uses a proprietary task management and cloud orchestration system to dynamically allocate compute resources across image, video, conversation and 3D workloads. This improves generation efficiency while controlling inference costs. The platform uses a subscription-plus-credit model, creating multiple monetization layers around HD downloads, watermark removal, regeneration, video walkthroughs, premium styles and professional design features.
As multimodal image and video models from Google, OpenAI, Kling and other AI leaders continue to advance, AI design is moving from static renderings into immersive spatial experiences. HomeGPT plans to convert static renovation images into 5- to 10-second cinematic video walkthroughs, allowing users to experience future rooms through push-in camera moves, entry perspectives and changing light conditions. The company believes video-based design presentations can materially improve real estate showings, renovation sales, social sharing and home furnishing conversion.
“AI Image & Video has shown how vertical AI content applications can break out in culturally specific markets. HomeGPT is targeting a category with higher transaction value, longer decision cycles and broader commercial extensions,” said Aitan Zacharin. “Home renovation, real estate visualization, furniture shopping and professional design services are all massive markets. HomeGPT is only the beginning. Our goal is to build a global AI spatial intelligence platform.”
Looking ahead, HomeGPT plans to expand HomeGPT’s professional mode with AI furniture shopping lists, budget-aware design, similar-product e-commerce recommendations, multi-angle room consistency, 360-degree panoramas, simplified construction references and a B2B designer workstation. The company believes that as AI generation costs decline and consumer demand for personalized living spaces rises, AI home design may become one of the most commercially valuable generative AI applications across consumer internet and property technology.
The HomeGPT app is now available for download through the Apple iTunes and Google Play stores.
About Core AI Holdings, Inc.
Core AI Holdings, Inc. (NASDAQ: CHAI) is a global AI technology and infrastructure company focused on identifying, developing, and scaling AI-driven businesses that leverage next-generation technologies to address large, high-growth market opportunities. Core AI’s mission is to harness artificial intelligence to create transformative, scalable solutions across multiple verticals and drive long-term shareholder value. Through its subsidiary, Core Gaming, the Company operates an AI-driven mobile game development and publishing business which has generated over 800 million downloads, and built a global user base of more than 40 million players across over 140 countries.
Core AI Investor Relations
ir@coregaming.co
www.coregaming.co
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the anticipated benefits of the advisory appointment, the joint venture between Core AI and Allianca, expected market opportunities, infrastructure demand, project pipeline, development strategy, and execution capabilities. These forward-looking statements are based on Core AI’s current expectations and assumptions and are subject to risks, uncertainties, and changes in circumstances that may cause actual results to differ materially, including the parties’ ability to implement the contemplated joint venture strategy, market conditions, customer demand, power availability, supply chain conditions, labor availability, project timing, financing conditions, and regulatory matters, as well as other risks described under “Risk Factors” in Core AI’s Annual Report on Form 20-F filed with the U.S. Securities and Exchange Commission on May 15, 2026, and in subsequent SEC filings. Except as required by law, Core AI undertakes no obligation to update these forward-looking statements.
Core AI Holdings, Inc.
AI Home Design App: HomeGPT