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: May 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
May 18, 2026, Core AI Holdings, Inc., a British Columbia, Canada corporation (the “Company”), issued a press release
announcing financial results for the fiscal year ending December 31, 2025.
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 May 18, 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:
May 18, 2026 |
CORE
AI HOLDINGS, INC. |
| |
|
|
| |
By: |
/s/
Aitan Zacharin |
| |
|
Aitan
Zacharin, Chief Executive Officer |
Exhibit
99.1
Core
AI Holdings Reports Record 59% Revenue Growth and Strategic AI Expansion
MIAMI,
FL — May 18, 2026 — Core AI Holdings, Inc. (Nasdaq: CHAI) (“Core AI” or the “Company”), a global
AI infrastructure and technology platform today announced financial results for the fiscal year ended December 31, 2025, highlighting
a transformational year marked by significant revenue growth, divestment of underperforming legacy business, and the launch of the Company’s
next phase as an AI infrastructure-focused enterprise.
Revenue
from continuing operations increased 58.6% year-over-year to $55.2 million in 2025, compared to $34.8 million in 2024, reflecting expanded
operational scale and contributions from the Company’s evolving AI and digital platform initiatives.
Gross
profit from continuing operations was a loss of approximately $(302,662), reflecting restructuring activities, transition-related costs,
operational realignment, and the Company’s sharper focus on AI infrastructure and next-generation technology opportunities
Key
2025 Financial Highlights
| ● | Revenue
from continuing operations increased 58.6% to $55.2 million from $34.8 million in the prior
year. |
| ● | Total
revenue attributable to the discontinued Siyata PTT business from October 3, 2025 through
December 31, 2025 was approximately $3.0 million. |
| ● | Gross
profit from discontinued Siyata PTT operations totaled approximately $878,000 during the
transition period. |
| ● | The
Company reported a net loss from discontinued operations of Siyata PTT of approximately $24.4
million, primarily reflecting transaction-related charges, restructuring expenses, financing
costs, inventory impairment, and strategic repositioning initiatives. |
| ● | General
and administrative investments increased as the Company scaled operations, enhanced public
company infrastructure, and expanded strategic growth initiatives. |
During
2025, the Company undertook substantial strategic and operational restructuring initiatives designed to reposition the business toward
higher-growth AI opportunities. These transformation activities impacted short-term profitability metrics, including gross profit, as
management prioritized long-term platform development and operational streamlining.
“Our
2025 fiscal year represented a foundational transition for Core AI,” said Aitan Zacharin, Chief Executive Officer of Core AI Holdings.
“We significantly expanded revenue, streamlined our strategic focus, and positioned the Company to pursue opportunities at the
intersection of AI infrastructure and next-generation digital platforms. While we incurred substantial one-time restructuring and transaction-related
charges associated with this transformation, we believe these actions establish the framework for long-term shareholder value creation.”
Management
noted that 2025 results included substantial non-cash and non-recurring items associated with discontinued Siyata PTT operations, transaction
expenses, restructuring activities, financing costs, and strategic repositioning efforts undertaken during the year. Excluding these
transformational items, management believes the Company is increasingly aligned with long-term opportunities in AI infrastructure, compute
capacity, and digital ecosystem enablement. We executed a major strategic repositioning of the business, expanded revenue significantly,
and established the foundation for our long-term AI infrastructure strategy.
“AI
infrastructure is rapidly becoming one of the defining investment themes of this decade,” Zacharin added. “We believe Core
AI is strategically positioned to capitalize on this market evolution through disciplined execution, differentiated technology, strategic
partnerships, and targeted growth initiatives.”
The
Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2025 was filed with the U.S. Securities and Exchange
Commission on May 15, 2026 and is available on the SEC’s website.
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
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.
