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
On
August 28, 2026, Core AI Holdings, Inc., a British Columbia, Canada corporation (the “Company”), issued a press release
announcing its second quarter of 2026 financial results.
A
copy of the press release is included with this Report of Foreign Private Issuer on Form 6-K (the “Report”) as Exhibit
99.1.
The
information contained in and the document furnished with this Report shall not be deemed to be “filed” for the purposes
of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.
Forward
Looking Statements
This
Report and the exhibit furnished herewith contain 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. 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 the Company’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 the Company’s
control, and actual results, performance or achievements of the Company could differ materially from those described in or implied by
the statements in this Report. The forward-looking statements contained or implied in this Report 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 (the “SEC”) on May 15, 2026, and in any subsequent filings with the SEC.
Except as otherwise required by law, the Company 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. Any references
and links to websites and social media have been provided as a convenience, and the information contained on such websites is not incorporated
by reference into this Report. The Company is not responsible for the contents of third-party websites.
EXHIBIT
INDEX
| Exhibit
No. |
|
Description |
| 99.1* |
|
Press release dated August 28, 2026 |
*Furnished
not filed.
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 28, 2026 |
CORE
AI HOLDINGS, INC. |
| |
|
|
| |
By: |
/s/
Aitan Zacharin |
| |
Name: |
Aitan
Zacharin |
| |
Title: |
Chief
Executive Officer |
Exhibit
99.1
Core
AI Holdings Reports 56% Q2 Revenue Growth and Significant Improvement in Gross Margin
MIAMI,
FL — August 28, 2026 — Core AI Holdings, Inc. (Nasdaq: CHAI) (“Core AI” or the “Company”), a
global AI technology and infrastructure company, today announced financial results for the three and six months ended June 30, 2026,
highlighting significant year-over-year revenue growth in the second quarter, substantial improvement in gross margin, increased operating
cash generation, and continued execution of the Company’s strategic expansion into AI infrastructure and high-performance computing.
Revenue
for the second quarter of 2026 increased 56% year-over-year to $22.4 million, compared to $14.3 million for the second quarter
of 2025. The increase was primarily attributable to higher advertising revenue generated from the Company’s mobile games following
the optimization of its advertising placements and user acquisition strategies during the first quarter of 2026.
Gross
loss improved dramatically to approximately $11,000 in the second quarter of 2026, compared to a gross loss of approximately $397,000
in the second quarter of 2025, representing a 97% reduction in gross loss. Gross margin approached breakeven during the quarter
as revenue increased at a higher rate than the related cost of providing services. Management believes the improvement reflects continued
optimization of the Company’s advertising and user acquisition strategies and progress toward achieving a positive gross margin.
Key
Q2 2026 Financial Highlights
| ● | Second-quarter
revenue increased 56% year-over-year to $22.4 million, compared to $14.3 million in Q2
2025. |
| ● | Gross
loss narrowed 97% to approximately $11,000, compared to $397,000 in Q2 2025, bringing
gross margin close to breakeven. |
| ● | Six-month
revenue was $26.1 million, compared to $28.9 million for the first six months of 2025,
with the year-to-date comparison impacted by lower revenue during the first quarter as the
Company optimized customer acquisition and advertising spending. |
| ● | Six-month
gross loss was $3.1 million, compared to $626,000 in the prior-year period, primarily
reflecting the temporary impact of higher customer acquisition costs during Q1 2026. Q2 performance
substantially offset that impact, with gross loss narrowing to approximately $11,000. |
| ● | Net
loss was $1.6 million in Q2 2026, compared to $758,000 in Q2 2025. |
| ● | Net
cash provided by operating activities was $5.5 million during the first six months of
2026, compared to $2.4 million of cash used in operating activities during the corresponding
period of 2025. |
| ● | Cash
and cash equivalents increased to $12.0 million as of June 30, 2026, compared to $1.9
million at December 31, 2025. |
| ● | The
Company entered into four joint venture agreements for the development of HPC and AI data
centers during the first half of 2026, as well as a memorandum of understanding to pursue
data center development opportunities in Malaysia. |
Continued
Operating Improvement
The
second quarter represented a meaningful improvement in the Company’s underlying operating performance. Following a deliberate reduction
in advertising and user acquisition activity during the first quarter in response to higher customer acquisition costs and lower returns
on certain advertising placements, the Company significantly increased those activities during the second quarter after optimizing its
advertising and marketing strategies.
As
a result, second-quarter revenue increased at a substantially faster rate than the associated cost of providing services. While cost
of providing services increased 52% year-over-year to $22.4 million, the corresponding 56% increase in revenue drove gross loss down
by 97% and brought the Company’s gross margin close to breakeven.
Management
believes the continued improvement in gross margin, combined with the significant increase in quarterly revenue, demonstrates progress
toward achieving positive gross margin as the Company continues to refine its advertising, user acquisition and monetization strategies.
“Our
second quarter demonstrated meaningful progress in both revenue growth and operating efficiency,” said Aitan Zacharin, Chief Executive
Officer of Core AI Holdings. “Revenue increased 56% year-over-year, while our gross loss declined by 97% and approached breakeven.
These results reflect the impact of the operational adjustments we made to our advertising and user acquisition strategy and our focus
on improving the quality and efficiency of our growth.”
Advancing
Core AI’s Strategic Expansion
During
the first half of 2026, Core AI continued to expand beyond its established AI-enabled gaming operations and advance its strategy of becoming
a global AI technology and infrastructure company.
The
Company is leveraging the AI expertise and AI-native infrastructure developed through its Core Gaming business together with its capital
markets capabilities to pursue opportunities in the rapidly expanding market for high-performance computing and AI data centers. During
the first half of 2026, Core AI entered into four joint venture agreements focused on the development of HPC and AI data centers in domestic
and international markets, including in Malaysia.
The
Company also intends to expand its AI capabilities into additional areas, including AI-powered digital marketing and AI-driven media
production. Core AI has further advanced the strategic positioning of HomeGPT as an AI-powered residential decision layer, expanding
the platform beyond home visualization toward planning, renovation and residential purchasing decisions.
“Our
objective is to build Core AI into a diversified AI technology and infrastructure platform,” Zacharin added. “We are executing
across multiple layers of the AI ecosystem, from AI-powered applications and digital platforms to the development of HPC and AI infrastructure.
The four data-center joint ventures and additional international initiatives established during the first half of the year represent
important steps in that strategy.”
The
Company believes that the combination of its existing AI-enabled consumer technology platform, growing operating capabilities, and strategic
partnerships provides a foundation from which it can pursue opportunities across AI applications, digital services and new AI infrastructure
opportunities.
Financial
Position
As
of June 30, 2026, Core AI had approximately $12.0 million in cash and cash equivalents, compared to approximately $1.9 million
at December 31, 2025. The Company generated approximately $5.5 million of operating cash flow during the first six months of 2026 and
received approximately $4.6 million in net proceeds from a private placement during the period.
“We
entered the second half of 2026 with substantially greater liquidity and a significantly broader strategic platform than we had at the
beginning of the year,” Zacharin said. “Our focus now is on disciplined execution—continuing to improve the economics
of our existing businesses while advancing our AI infrastructure initiatives and converting our strategic relationships into tangible
opportunities.”
The
Company cautions that its data-center joint ventures and related initiatives remain in their early stages. As of June 30, 2026, no projects
had yet been presented to the joint ventures for approval and no financing commitments had been secured.
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. Core Gaming uses AI tools
and proprietary analytics to develop, distribute and monetize casual mobile games serving users worldwide. The Company is also expanding
into AI infrastructure through strategic joint ventures and collaborations focused on the development of high-performance computing and
AI data centers.
Core
AI Investor Relations
ir@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 Company’s strategic initiatives, anticipated benefits of its joint ventures and collaborations, the development
of HPC and AI data centers, potential AI-related services, market opportunities, infrastructure demand, project pipeline, business expansion,
operating improvements, future gross margins, financing capabilities and execution strategy. 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 Company’s ability to execute its strategic initiatives; the ability of
its joint venture partners to identify and develop projects; the parties’ ability to obtain financing; customer demand; market
conditions; power availability; supply chain conditions; labor availability; project timing; competition; technology development; financing
conditions; regulatory matters; and 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. The Company’s joint venture
arrangements are in early stages, and there can be no assurance that they will result in the successful development or operation of any
data centers. Except as required by law, Core AI undertakes no obligation to update these forward-looking statements.