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: July 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
| (i) | Departure
of Chief Financial Officer |
Effective
June 30, 2026, Gerald Bernstein stepped down as the Chief Financial Officer of Core AI Holdings, Inc., a British Columbia, Canada corporation
(the “Company”).
| (ii) | Appointment
of new Chief Financial Officer |
On
July 7, 2026, the Company issued a press release announcing the appointment of Arie Goor as Chief Financial Officer, effective July 1,
2026.
A
copy of the press release is included with this Report of Foreign Private Issuer on Form 6-K (this “Report”) as Exhibit
99.1.
Reference
is made to the press release included as Exhibit 99.1 to this Report for information on Mr. Goor’s background and business
experience.
In
connection with Mr. Goor’s joining the Company, the Company has entered into an agreement with Shimony Financial Services (“Shimony”)
of Ramat Gan, Israel, where Mr. Goor serves as head of the IPO and M&A Department, pursuant to which the Company will pay Shimony
the sum of US$9,000 per month for Mr. Goor’s services (subject to reevaluation in 2027) . The agreement with Shimony may be terminated
by either party upon thirty (30) days’ prior written notice. The foregoing description of the Company’s agreement with Shimony
is qualified in its entirety by reference to the agreement, a copy of which is included as Exhibit 10.l to this Report.
The
information and documents furnished in this Report shall not be deemed to be “filed” for the purposes of Section 18 of the
Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section.
Forward
Looking Statements
This
Report and the exhibits 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 |
| 10.1* |
|
Agreement between the Company and Shimony Financial Services |
| 99.1* |
|
Press Release dated July 7, 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:
July 7, 2026 |
CORE
AI HOLDINGS, INC. |
| |
|
|
| |
By: |
/s/
Aitan Zacharin |
| |
|
Aitan
Zacharin, Chief Executive Officer |
Exhibit
99.1

Core
AI Holdings Appoints Arie Goor as Chief Financial Officer
Appointment
Strengthens Financial Leadership as Company Executes Growth Strategy
MIAMI,
FL — July 7, 2026 — Core AI Holdings, Inc. (Nasdaq: CHAI) (“Core AI”), a global AI technology and infrastructure
company, today announced the appointment of Arie Goor, CPA, MBA, as its Chief Financial Officer, effective July 1, 2026.
Mr.
Goor, 43, joins Core AI Holdings with more than 15 years of executive financial leadership experience spanning corporate finance,
capital markets, strategic transactions, and financial management across the biotechnology, medical device, and technology sectors. His
appointment further strengthens the Company’s executive leadership team as Core AI continues to scale its operations, expand its
market presence, and execute its long-term growth strategy.
“We
are pleased to welcome Arie to Core AI Holdings,” said Aitan Zacharin, Chief Executive Officer of Core AI Holdings. “Arie
brings a proven track record of financial leadership, capital markets expertise, and strategic execution that will be invaluable as we
continue to scale our business. His extensive experience leading public companies, executing complex financing transactions, and strengthening
financial operations makes him an outstanding addition to our executive team. We look forward to benefiting from his leadership as we
drive shareholder value and capitalize on the significant opportunities ahead.”
Prior
to joining Core AI Holdings, Mr. Goor served as Chief Financial Officer of Regentis Biomaterials (NYSE: RGNT), a regenerative medicine
company, from October 2022 until January 2026, and Chief Financial Officer of Revium Rx (Revium Recovery) from June 2023 until
May 2026. Throughout his career, he has successfully led numerous initial public offerings and cross-border capital markets transactions
on major global exchanges, including NASDAQ, the Australian Securities Exchange (ASX), the TSX Venture Exchange (TSXV), and the Tel Aviv
Stock Exchange (TASE).
Mr.
Goor also serves as financial advisor to publicly traded companies, including Galmed Pharmaceuticals Ltd. (NASDAQ:
GLMD) and Polyrizon Ltd. (NASDAQ: PLRZ), advising management teams and boards on corporate finance, SEC reporting, governance, regulatory
compliance, and capital markets strategy.
In
his role as Head of the IPO and M&A Department at Shimony Financial Services, who he has been with since 2018, Mr. Goor advised
numerous public and private companies on capital markets transactions, mergers and acquisitions, corporate finance, and strategic growth
initiatives. He previously served as an Audit Manager at Ernst & Young, specializing in publicly traded and emerging growth companies.
“I
am excited to join Core AI Holdings at such a pivotal stage in its growth,” said Mr. Goor. “The Company is well-positioned
to capitalize on the expanding opportunities across the artificial intelligence landscape. I look forward to working closely with the
leadership team and Board of Directors to strengthen the Company’s financial foundation, support strategic growth initiatives,
and create long-term value for shareholders.”
Mr.
Goor holds an MBA in Financial Management from Tel Aviv University and a B.A. in Accounting and Economics from the Hebrew University
of Jerusalem. He has been a licensed Certified Public Accountant (CPA) since 2012.
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.
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 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.