Core AI files 6-K with post-merger pro formas and exhibits

Rhea-AI Filing Summary

Core AI Holdings, Inc. (SYTA) filed a Form 6-K announcing the closing of its merger with Core Gaming, Inc., completed on October 3, 2025. Core merged into a wholly owned subsidiary, with Core continuing as the surviving entity and becoming a wholly owned subsidiary of Core AI.

The filing furnishes unaudited financial statements of Core for the six months ended June 30, 2025 and unaudited pro forma combined financial statements for Core AI and Core Gaming for the six months ended June 30, 2025 and for the year ended December 31, 2024. These exhibits are incorporated by reference into Core AI’s Registration Statements on Forms F-1 and F-3, aligning the company’s offering documents with its post-merger financial profile.

Insights

Cross-border capital markets analyst

Merger closed; pro formas furnished and linked to active shelves.

Core AI confirms the October 3, 2025 merger close with Core Gaming and provides unaudited historicals and pro forma combined financials. Pro formas help investors see how the combined entity would have looked over specified periods, improving comparability post-transaction.

The exhibits are incorporated by reference into multiple Form F-1s and a Form F-3, meaning those registration statements now include the updated historical and pro forma financial information. This is an administrative but necessary step for potential securities offerings that rely on current financials.

Key items to review are the six months ended June 30, 2025 and the year ended December 31, 2024 pro formas, which outline the combined results under standardized assumptions. Actual impact depends on the finalized combined operations as future reports are filed.

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 November 2025

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

Closed Merger Agreement with Core Gaming – Updated Financial Statements

As previously disclosed, on October 3, 2025, Core AI Holdings, Inc. (f/k/a Siyata Mobile Inc.), a corporation existing under the laws of the Province of British Columbia (the “Company”), closed the merger contemplated by the Amended and Restated Merger Agreement by and among the Company, Core Gaming, Inc., a Delaware corporation (“Core”), and Siyata Core Acquisition U.S., Inc., a Delaware Corporation and wholly-owned subsidiary of the Company (“Merger Sub”), pursuant to which Core merged (the “Merger”) with and into Merger Sub, with Core continuing as the surviving entity and a wholly owned subsidiary of the Company.

Core was incorporated in the State of Delaware on May 10, 2024. On August 2, 2024, Core acquired Newbyera Technology Limited, a limited company incorporated under the laws of Hong Kong.

The following financial statements are attached as exhibits hereto:

1.

Unaudited financial statements of Core for the six months ended June 30, 2025.

2.

Unaudited pro forma combined financial statements for Core AI Holdings, Inc. (f/k/a Siyata Mobile Inc.) and Core Gaming Inc. for the six months ended June 30, 2025 and for the year ended December 31, 2024. This 6-K and Exhibits 99.1 and 99.2 attached hereto are incorporated by reference into the Company’s Registration Statements on Form F-1 (File No. 333-282880, File No. 333-284396, File No. 333-287441, and File No. 333-288063) and the Company’s Registration Statement on Form F-3 (333-291487).

EXHIBIT INDEX

Exhibit No.		Description
99.1		Core Gaming, Inc. Unaudited Financial Statements for the Six Months Ended June 30, 2025.
99.2		Unaudited pro forma combined financial statements for Core AI Holdings, Inc. (f/k/a Siyata Mobile Inc.) and Core Gaming Inc. for the six months ended June 30, 2025 and for the year ended December 31, 2024.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: November 14, 2025	CORE AI HOLDINGS, INC.
	By:	/s/ Aitan Zacharin
	Name:	Aitan Zacharin
	Title:	Chief Executive Officer

FAQ

What did SYTA announce in this 6-K?

Core AI Holdings reported that it closed the merger with Core Gaming on October 3, 2025 and furnished unaudited historical and pro forma financial statements.

Which financial statements are included for SYTA?

Unaudited financial statements of Core for the six months ended June 30, 2025 and unaudited pro forma combined financials for the six months ended June 30, 2025 and for the year ended December 31, 2024.

How does this filing affect SYTA’s registration statements?

The 6-K and its Exhibits 99.1 and 99.2 are incorporated by reference into Core AI’s Forms F-1 and F-3, updating those offerings with the attached financial information.

When did the SYTA–Core Gaming merger close?

The merger closed on October 3, 2025.

What is the post-merger structure of SYTA and Core Gaming?

Core merged with and into a Core AI subsidiary, with Core continuing as the surviving entity and a wholly owned subsidiary of Core AI.

What periods do the pro forma statements for SYTA cover?

They cover the six months ended June 30, 2025 and the year ended December 31, 2024.