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: September 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
September 23, 2026, Core AI Holdings, Inc., a British Columbia, Canada corporation (the “Company”), issued a press
release announcing that on September 18, 2026, the Company received a notification letter from the Listing Qualifications Department
of the Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it is not in compliance with the minimum shareholders’
equity requirement for continued listing of its common shares for trading on Nasdaq.
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 July September 23, 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:
September 23, 2026 |
CORE
AI HOLDINGS, INC. |
| |
|
|
| |
By: |
/s/
Aitan Zacharin |
| |
|
Aitan
Zacharin |
| |
|
Chief
Executive Officer |
Exhibit
99.1
Core
AI Holdings Announces Receipt of Nasdaq Notification Regarding Minimum Stockholders’ Equity Deficiency
MIAMI,
FL – September 23, 2026 — Core AI Holdings, Inc. (“Core AI” or the “Company”) (Nasdaq:
CHAI), a global AI technology and infrastructure company, today announced that on September 18, 2026, the Company received a notification
letter (the “Notice”) from the Listing Qualifications Department of the Nasdaq Stock Market LLC (“Nasdaq”)
notifying the Company that as its unaudited consolidated balance sheet as of June 30, 2026, included with a Report of Foreign Private
Issuer on Form 6-K filed with the Securities and Exchange Commission on August 20, 2026, reflected shareholders’ equity of $2,429,389,
the Company is not in compliance with the requirement of maintaining a minimum shareholders’ equity of $2,500,000 for continued
listing of its common shares for trading on Nasdaq as required by Nasdaq Listing Rule 5550(b)(1) (the “Rule”).
As
set forth in the Notice, the Company has a period of 45 days through November 2, 2026, to submit a plan to regain compliance with the
Rule, which if accepted, will afford an extension of up to 180 calendar days from the date of the notice or until March 17, 2027, for
Core AI to regain compliance with the Rule. The Company intends to submit a plan by the November 2, 2026 deadline, which it anticipates
will demonstrate that it has regained compliance with the Rule. However, if the Company’s plan to regain compliance with the Rule
is not accepted by Nasdaq or the Company fails to regain compliance with the Rule, Nasdaq will provide notice that Core AI’s common
shares are subject to delisting.
The
notification does not affect the Company’s business operations, strategic initiatives, or the listing or trading of its common
shares on Nasdaq.
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. 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, 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.
