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: October 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
Director
Resignation and Appointment
On
October 27, 2026, Mr. Marc Seelenfreund notified Core AI Holdings, Inc., a British Columbia, Canada corporation (the “Company”),
of his resignation as a member of the Company’s Board of Directors (the “Board”) and from all committees of
the Board on which he served, effective immediately. Mr. Seelenfreund’s resignation did not result from any disagreement with the
Company on any matter relating to the Company’s operations, policies or practices. The Company thanks Mr. Seelenfreund for his
service and contributions to the Company.
On
October 28, 2026, the Board appointed Mr. Haggai Ravid as a director of the Company, effective immediately, to fill the vacancy created
by Mr. Seelenfreund’s resignation. Mr. Ravid will serve until the Company’s next annual general meeting of shareholders or
until his successor is duly elected or appointed. The Board has determined that Mr. Ravid qualifies as an independent director under
the Nasdaq listing rules.
Mr.
Ravid, 65, has more than 20 years of professional experience in financial operations, M&A and capital markets, including at leading
investment banks in Israel. Since August 2026, he has served as Executive Director and a member of the Board of Directors of Sadot Group
Inc. (Nasdaq: SDOT). From June 2025 to August 2026, he served as Sadot’s Chief Executive Officer. Since July 2025, Mr. Ravid has
also served as a director of VisionWave Holdings, Inc. (Nasdaq: VWAV). From December 2022 to December 2024, he served as Chief Financial
Officer of Seamless Group Inc. (Nasdaq: CURR). From 2006 to 2022, he served as Chief Executive Officer of Cukierman & Company Investment
House Ltd., a cross-border advisory firm based in Israel. Earlier in his career, Mr. Ravid held partnership roles at MBI in Tel Aviv
and Twin Triangle Financial in Los Angeles. He also served as a loan officer and credit committee member at Bank Leumi in Los Angeles.
Mr. Ravid holds an MBA from Rutgers University and an undergraduate degree from the Hebrew University.
On
October 30, 2026, the Company issued a press release announcing the appointment of Mr. Ravid to the Board. A copy of the press release
is furnished as Exhibit 99.1 to this Report on Form 6-K (this “Report”).
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 October 30, 2026 |
*Furnished
not filed.
SIGNATURES
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:
October 30, 2026 |
CORE
AI HOLDINGS, INC. |
| |
|
|
| |
By: |
/s/
Aitan Zacharin |
| |
|
Aitan
Zacharin |
| |
|
Chief
Executive Officer |
Exhibit 99.1

Core
AI Holdings Appoints Haggai Ravid to Board of Directors
MIAMI,
FL – October 30, 2026 – Core AI Holdings, Inc. (Nasdaq: CHAI) (“Core AI” or the “Company”), a
global AI technology and infrastructure company, today announced that Haggai Ravid has been appointed to its Board of Directors, effective
immediately, following a unanimous vote of the Board approving his nomination.
Mr.
Ravid brings more than 20 years of senior executive, investment banking and corporate finance experience, with a demonstrated track record
of leading public companies, executing complex financial restructurings, raising capital, and driving strategic growth initiatives. His
appointment further strengthens the Company’s Board with significant expertise in public company management, financial strategy,
capital markets and mergers and acquisitions.
Most recently, Mr. Ravid served as Chief Executive Officer of Nasdaq
traded Sadot Group Inc. from June 2025 through August 2026, where he led a comprehensive corporate turnaround, including a balance sheet
restructuring, converting more than $5 million of merchant cash advances and other liabilities into equity, raising approximately $10
million through multiple financing tranches, and securing a $100 million equity line of credit. He also implemented significant cost-reduction
initiatives, streamlined operations, and transformed the Company’s supply-chain business into an AI-driven platform. Since August 2026,
Mr. Ravid has continued serving Sadot Group as an Executive Director, supporting its Board, strategic initiatives, capital markets activities
and leadership transition.
Prior to Sadot Group, Mr. Ravid served as Chief Financial Officer of
Nasdaq traded Seamless Group Inc. from December 2022 to December 2024, where he oversaw financial planning and budgeting, public company
reporting and SEC compliance, and supported the Company’s de-SPAC process and capital markets activities.
Mr.
Ravid also served as Chief Executive Officer of Cukierman & Company Investment House Ltd. from 2006 through 2022, where he led multiple
business divisions spanning technology, fintech, mobility, healthcare, energy and other sectors. During his tenure, he directed complex
strategic initiatives, cross-border mergers and acquisitions, and financial transactions totaling approximately $5 billion. Between 2015
and 2018, he additionally served as CEO of Cukierman & Company’s China operations, based in Shanghai, overseeing cross-border
investment banking activities, capital raising and strategic relationships with Chinese regulatory and business organizations.
Earlier
in his career, Mr. Ravid held investment banking and financial leadership positions in the United States and Israel, including at Twin
Triangle Financial, MBI and Bank Leumi. His experience encompasses equity financing, SPAC transactions, equity lines of credit, venture
lending, international underwriting, financial restructuring and strategic corporate development.
Mr.
Ravid holds an MBA from Rutgers University and an undergraduate degree from Hebrew University.
Aitan
Zacharin, Chief Executive Officer of Core AI, commented:
“We
are very pleased to welcome Haggai to the Board of Directors. Haggai brings an exceptional combination of public company leadership,
financial expertise, capital markets experience and strategic execution. His experience leading public issuers, securing financing and
executing complex transactions will be particularly valuable as Core AI continues to execute on its long-term growth strategy.
As
we build Core AI into a leading global AI technology and infrastructure company, having directors who understand the demands of the public
markets and have a proven ability to create shareholder value is extremely important. Haggai’s depth of experience and strategic
perspective will be a tremendous addition to our Board, and we look forward to working with him.”
Haggai
Ravid, newly appointed Board Member of Core AI, commented:
“I
am excited to join the Board of Core AI at such an important stage in the Company’s development. Artificial intelligence and the
infrastructure required to support its continued expansion represent significant long-term opportunities. Core AI has an ambitious vision,
and I believe the Company has an opportunity to build meaningful value through its strategic initiatives across the AI ecosystem.
I
look forward to working with Aitan and the rest of the Board to support the Company’s strategic direction, strengthen its financial
and corporate infrastructure, evaluate growth opportunities and help position Core AI for sustainable long-term growth and shareholder
value creation.”
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. 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.