Core AI Holdings (NASDAQ: CHAI) highlights losses, dilution in Siyata June 2025 results

Rhea-AI Filing Summary

Core AI Holdings, Inc. is re-filing Siyata Mobile Inc.’s June 30, 2025 interim IFRS financial statements and Core Gaming, Inc.’s June 30, 2025 interim statements to disclose that both were reviewed by their respective independent auditors before the merger.

Siyata reported six‑month revenue of $4.5 million and a net loss of $7.6 million, narrowing the loss from 2024. Cash rose to $6.5 million from $0.2 million, largely through equity line financings and other borrowings, while the accumulated deficit reached $123.6 million.

The statements include a going concern note stating that continued operations depend on inventory sales, existing cash flows, and securing additional debt or equity financing, which raises substantial doubt about Siyata’s ability to continue as a going concern.

Positive

• None.

Negative

• Going concern uncertainty: The financial statements state that material uncertainties related to ongoing losses, high deficit of $123.6 million, and dependence on new financing raise substantial doubt about Siyata’s ability to continue as a going concern.
• Heavy dilution of common shareholders: Shares outstanding rose from 787,733 to 12,066,616 by June 30, 2025, driven mainly by equity line of credit issuances and preferred share conversions.
• Reliance on expensive financing: The company used high‑interest “sale of future receipts” agreements and unsecured promissory notes, alongside equity lines, to fund operations, signalling constrained access to lower‑cost capital.
• Customer concentration risk: Approximately 48% of revenue for the six months ended June 30, 2025 came from a single customer, increasing exposure to any change in that customer’s demand or creditworthiness.

Insights

Equity and credit analyst

Results show ongoing losses, heavy financing reliance, and going concern uncertainty despite higher cash.

Siyata generated six‑month revenue of $4,503,110 with a net loss of $7,597,264, improving from 2024 but still firmly loss‑making. The accumulated deficit reached $123,618,435, while shareholders’ equity increased to $16,832,349 as of June 30, 2025, mainly from new share issuances.

Liquidity improved, with cash rising to $6,483,881, but this came from high‑cost instruments, including sales of future receipts and multiple unsecured promissory notes, plus equity line draws totalling $22,993,267 in gross share proceeds in the first half of 2025. The company also settled a $457,477.91 supplier claim for $200,000, recognizing a $254,000 reserve release.

The financials explicitly disclose “substantial doubt” about the ability to continue as a going concern, as operations still consume cash and depend on continued access to external financing. Common shares expanded from 787,733 to 12,066,616 by June 30, 2025, indicating significant dilution. Future filings and performance will clarify whether cash generation and financing access are sufficient to support the business.

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 February 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

Reviewed June 30, 2025 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.

This 6-K is being filed to re-file (a) Siyata Mobile Inc.’s financial results for the three and six months ended June 30, 2025 and June 30, 2024 (the “Siyata June 30, 2025 Financials”) and (b) the unaudited financial statements of Core Gaming, Inc. for the six months ended June 30, 2025 (the “Core Gaming June 30, 2025 Financials”).

The Siyata June 30, 2025 Financials were originally filed as an exhibit to the Company’s Report of Foreign Private Issuer on Form 6-K filed on August 15, 2025. They are being filed for the sole purpose of disclosing that that these financial statements were reviewed by Barzily and Co., CPA’s, the independent registered accounting firm of Siyata Mobile Inc. prior to the closing of the Merger. The Siyata June 30, 2025 Financials have not changed since they were originally filed in August 2025.

The Core Gaming June 30, 2025 Financials were originally filed as an exhibit to the Company’s Report of Foreign Private Issuer on Form 6-K filed on November 14, 2025. They are being filed for the sole purpose of disclosing that that these financial statements were reviewed by Bush & Associates CPA LLC, the independent registered accounting firm of Core Gaming, Inc. prior to the closing of the Merger. The Core Gaming June 30, 2025 Financials have not changed since they were originally filed in November 2025.

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		Siyata Mobile Group, Inc. Financial Results for the Three and Six Months Ended June 30, 2025 and 2024
99.2		Core Gaming, Inc. Unaudited Financial Statements for the Six Months Ended June 30, 2025.

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: February 2, 2026	CORE AI HOLDINGS, INC.
	By:	/s/ Aitan Zacharin
	Name:	Aitan Zacharin
	Title:	Chief Executive Officer

Exhibit 99.1

The management of Siyata Mobile Inc. is responsible for the preparation of the accompanying unaudited condensed interim consolidated financial statements. The unaudited condensed interim consolidated financial statements have been prepared using accounting policies in compliance with International Financial Reporting Standards (“IFRS”) for the preparation of consolidated interim financial statements and are in accordance with International Accounting Standards (“IAS”) 34 – Interim Financial Reporting.

Barzily and Co., CPA, the independent registered public accounting firm for Siyata Mobile Inc., has reviewed these consolidated interim financial statements in accordance with the standards established by the Public Company Accounting Oversight Board for a review of interim financial statements by an entity’s auditor.

Siyata Mobile Inc.

Unaudited Condensed Interim Consolidated Statements of Financial Position

(Expressed in US dollars)

		USD				USD
		June 30, 2025				December 31, 2024
Assets
Current
Cash			6,483,881				181,730
Trade and Other Receivables			689,585				1,404,180
Prepaid Expenses			665,716				119,802
Inventory			1,510,945				3,942,896
Advance to Suppliers			889,513				33,672
			10,239,640				5,682,280
Long Term Receivable			197,683				181,584
Right of Use Assets			436,424				582,485
Equipment			145,231				157,820
Intangible Assets			9,051,852				8,285,036
Total Assets			20,070,830				14,889,205
Liabilities and Shareholders’ Equity
Current
Loans from Financial Institutions			218,873				2,077,290
Sales of Future Receipts			273,283				1,688,435
Accounts Payable and Accrued Liabilities			1,989,004				5,497,957
Short Term Lease Liability			293,611				296,366
Warrant and Preferred Share Liabilities			252,236				1,069,513
			3,027,007				10,629,561
Long Term Lease Liability			211,474				338,373
			211,474				338,373
Total Liabilities			3,238,481				10,967,934
Shareholders’ Equity
Share Capital			129,115,693				104,916,071
Subscription Receivables			(3,691,280	)			-
Reserves			14,927,501				14,927,501
Accumulated Other Comprehensive Loss			98,870				98,870
Deficit			(123,618,435	)			(116,021,171	)
			16,832,349				3,921,271
Total Liabilities and Shareholders’ Equity			20,070,830				14,889,205

Nature of operations and going concern (Note 1)
Subsequent events (Note 15)
Approved on August 14, 2025 on behalf of the Board:
“Lourdes Felix”		“Marc Seelenfreund”
Lourdes Felix - Director		Marc Seelenfreund - Director

The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements.

2

Siyata Mobile Inc.

Unaudited Condensed Interim Consolidated Statements of Loss and Comprehensive Loss

(Expressed in US dollars)

For the three and six months ended June 30, 2025 and 2024

		Three Months Ended								Six Months Ended
		June 30, 2025				June 30, 2024				June 30, 2025				June 30, 2024
Revenue		$	2,034,779			$	1,890,968			$	4,503,110			$	4,248,847
Cost Of Sales			(1,737,451	)			(1,694,154	)			(3,675,546	)			(3,188,616	)
Gross Profit			297,328				196,814				827,564				1,060,231
			14.6	%			10.4	%			18.4	%			25.0	%
Expenses
Amortization and Depreciation			416,822				433,129				831,802				837,787
Development Expenses			165,000				-				331,600				35,000
Selling and Marketing			1,099,592				954,388				2,238,228				2,102,406
Equity Promotion and Marketing			455,500				2,000,000				938,750				2,150,000
General and Administrative			1,369,049				1,033,301				2,640,496				2,071,853
Bad Debts			59,308				-				68,499				18,858
Inventory Impairment			-				-				37,200				-
Share-Based Payments			-				83,762				-				200,886
Total Operating Expenses			3,565,271				4,504,580				7,086,575				7,416,790
Net Operating Loss			(3,267,943	)			(4,307,766	)			(6,259,011	)			(6,356,559	)
Other Expenses
Finance Expense			646,242				942,283				1,763,864				1,722,039
Foreign Exchange			148,011				(1,706	)			95,880				(10,651	)
Change in Reserve For Claims			(254,000	)			-				(484,609	)			-
Loss on Issuance			-				6,129,282				-				6,129,282
Loss on Extinguishment of Financial Liability			-				601,163				-				601,163
Gain on Settlement of Derivative			-				-				(36,882	)			-
Change In Fair Value of Warrant Liability			-				(31,986	)			-				(54,570	)
Transaction Costs			-				977,318				-				977,318
Total Other Expenses			540,253				8,616,354				1,338,253				9,364,581
Net Loss and Comprehensive Loss for The Period			(3,808,196	)			(12,924,120	)			(7,597,264	)			(15,721,140	)
Weighted average shares			6,140,017				10,892				3,876,110				7,031
Basic and diluted loss per share			(0.62	)			(1,186.55	)			(1.96	)			(2,236.07	)

The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements.

3

Siyata Mobile Inc.

Unaudited Condensed Interim Consolidated Statement of Changes in Shareholders’ Equity

(Expressed in US dollars)

For the six months ending June 30, 2025 and June 30, 2024

		Share Capital- Number of Shares				Share Capital Amount				Reserves				Accumulated Other Comprehensive Income (loss)				Subscription Receivables				Deficit				Total Shareholders’ Equity
Balance, December 31, 2023			3,169			$	85,714,727			$	14,644,20			$	98,870				-			$	(90,750,457	)		$	9,707,340
Shares issued on capital raise			4,111				253,840				-				-				-				-				253,840
Shares issued to supplier			79				34,286				-				-				-				-				34,286
Share based payments			-				-				200,886				-				-				-				200,886
Pre-funded warrants exercised			16,855				6,562,874				-				-				-				-				6,562,874
Net Loss			-				-				-				-				-				(15,721,140	)			(15,721,140	)
Balance, June 30, 2024			24,215				92,565,727				14,845,086				98,870				-				(106,471,597	)			1,038,086
Balance, December 31, 2024			787,733			$	104,916,071			$	14,927,501			$	98,870				-			$	(116,021,171	)		$	3,921,271
Shares Issued Under the Equity Line of Credit			10,467,140				22,993,267				-				-				(3,691,280	)			-				19,301,987
Redemption of preferred shares			811,743				1,206,355				-				-				-				-				1,206,355
Net Loss			-				-				-				-				-				(7,597,264	)			(7,597,264	)
Balance, June 30, 2025			12,066,616			$	129,115,693			$	14,927,501			$	98,870			$	(3,691,280	)		$	(123,618,435	)		$	16,832,349

The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements.

4

Siyata Mobile Inc.

Unaudited Condensed Interim Consolidated Statements of Cash Flows

(Expressed in US dollars)

For the six months ended June 30

		2025				2024
Operating activities
Net loss for the year			(7,597,264	)			(15,721,140	)
Adjustments
Amortization and depreciation			831,802				837,787
Bad debt expense			68,499				18,858
Interest expense - Equity Line of Credit			635,294				-
Change in reserve for claims			(484,609	)			-
Interest expense, net of repayments			14,052				14,000
Impairment of inventory			37,200				-
Gain on settlement of derivative			(36,882	)			-
Fair value changes on derivatives			-				6,675,875
Foreign exchange			(13,500	)			6,580
Share based payments			-				200,886
Shares issued to supplier			-				34,286
Transaction costs			-				977,318
Net change in non-cash working capital			(1,385,252	)			(519,751	)
Net cash used in operating activities			(7,930,660	)			7,475,301	)
Investing activities
Investment in securities			-				(1,000,000	)
Intangible asset additions			(1,414,793	)			(576,423	)
Equipment additions			(3,428	)			-
Net cash used in investing activities			(1,418,221	)			(1,576,423	)
Financing activities
Lease payments			(168,052	)			(170,637	)
Loans from financial institutions (repayment)			(1,858,417	)			529,770
Shares issued under the Equity Line of Credit			19,301,987				-
Proceeds from exercise of prefunded warrants			-				31,960
Issuance of warrants and preferred shares, net of redemptions			-				10,707,928
Transaction costs			-				(977,318	)
Redemption of Class C shares			(209,334	)			-
Sale of future receipts (repayments)			(1,415,152	)			684,476
Net cash from financing activities			15,651,032				10,806,179
Effect of foreign exchange on cash			-				-
Change in cash and restricted cash for the period			6,302,151				1,754,455
Cash and restricted cash, beginning of the period			181,730				898,771
Cash and restricted cash, end of period			6,483,881				2,653,226
Interest paid			1,763,864				1,722,039
Taxes paid			-				-

The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements.

5

Siyata Mobile Inc.

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

(Expressed in US dollars)

As at June 30, 2025 and December 31, 2024 and for the six months ended June 30, 2025 and 2024

1. NATURE OF OPERATIONS AND GOING CONCERN

Siyata Mobile Inc. (“Siyata” or the “Company”) was incorporated under the Business Corporations Act, British Columbia on October 15, 1986. The Company’s shares are listed on NASDAQ under the symbol SYTA and warrants issued on September 29, 2020, are traded under the symbol SYTAW. The Company’s principal activity is the sale of vehicle-mounted, cellular-based communications platforms over advanced mobile networks and cellular booster systems. The registered and records office is located at 7404 King George Boulevard, Suite 200, Surrey, British Columbia V3W-1N6.

These unaudited condensed interim consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) IAS 34 Interim Financial Reporting, with the assumption that the Company will be able to realize its assets and discharge its liabilities in the normal course of business rather than a process of forced liquidation. These unaudited condensed interim consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

The Company incurred a net loss of $7,597,264 during the six month period ended June 30, 2025 (six month period ended June 30, 2024 - net loss of $15,721,140), and, as of that date, the Company’s total deficit was $123,618,435 (December 31, 2024 - $116,021,171). The Company’s continuation as a going concern is dependent upon the success of the Company’s sale of inventory, the existing cash flows, and the ability of the Company to obtain additional debt or equity financing, all of which are uncertain. These material uncertainties raise substantial doubt on the Company’s ability to continue as a going concern.

War in Israel

On October 7, 2023 a war broke out in Israel and many reservists were called up to the Israeli army.

Several of our employees are or may be subject to military service in the IDF and have been and may be called to serve. It is possible that there will be further military reserve duty call-ups in the future, which may affect our business due to a shortage of skilled labor and loss of institutional knowledge, and necessary mitigation measures we may take to respond to a decrease in labor availability, such as overtime and third-party outsourcing, for example, which may have unintended negative effects and adversely impact our results of operations, liquidity or cash flows.

There have been travel advisories imposed as related to travel to Israel, and restriction on travel, or delays and disruptions as related to imports and exports may be imposed in the future. Additionally, members of our management and employees are located and reside in Israel. Shelter-in-place and work-from-home measures, government-imposed restrictions on movement and travel and other precautions taken to address the ongoing conflict may temporarily disrupt our management and employees’ ability to effectively perform their daily tasks.

The conflict situation in Israel could cause disruptions in our supply chain and international trade, including the import of inputs and the export of our products, The conflict situation in Israel could also result in parties with whom we have agreements involving performance in Israel claiming that they are not obligated to perform their commitments under those agreements pursuant to force majeure provisions in such agreements.

It is currently not possible to predict the duration or severity of the ongoing conflict in the Middle East or its effects on our business, operations and financial conditions. The ongoing conflict is rapidly evolving and developing, and could disrupt our business and operations, interrupt our sources and availability of supply and hamper our ability to raise additional funds or sell our securities, among others.

6

Siyata Mobile Inc.

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

(Expressed in US dollars)

As at June 30, 2025 and December 31, 2024 and for the six months ended June 30, 2025 and 2024

2. BASIS OF PREPARATION

Statement of compliance

These unaudited condensed interim consolidated financial statements, including comparatives, have been prepared in accordance with both International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and Interpretations of the International Financial Reporting Interpretations Committee (“IFRIC”) as well as by International Accounting Standards (IAS) 34 Interim Financial Reporting. Omitted from these financial statements are certain information and note disclosures normally included in the annual financial statements. These financial statements and notes presented should be read in conjunction with the annual financial statements for the year ended December 31, 2024.

The accounting methods and principles of computation adopted in these financial statements are the same as those in annual consolidated financial statements for the year ended December 31, 2024.

The preparation of these unaudited condensed interim consolidated financial statements requires management to make estimates, judgments and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. The significant judgements made by management when applying the Company’s accounting policies and the key sources of estimation uncertainty were the same as those that applied to the Company’s December 31, 2024 annual consolidated financial statements.

Basis of consolidation and presentation

These unaudited condensed interim consolidated financial statements of the Company have been prepared on a historical cost basis, except for financial instruments classified as financial instruments at fair value through profit and loss, which are stated at their fair value. In addition, the condensed interim consolidated financial statements have been prepared using the accrual basis of accounting, except for the statement of cash flows.

Capitalizing to intangible assets costs incurred on a new rugged device called the SD9 and the Company has an agreement in place with AT&T who provide subsidies when the Company reaches certain milestones. The funds received from AT&T reduces the total cost of intangible assets. In exchange for funds received from AT&T, the Company provides AT&T with exclusivity on the product until March 2027. Other new products under development are capitalized up until their fair value and will only be amortized upon available for use.

These unaudited condensed interim consolidated financial statements incorporate the financial statements of the Company and its wholly controlled subsidiaries. Control exists when the Company has the power, directly or indirectly, to govern the financial and operating policies of an entity so as to obtain benefits from its activities. These condensed interim consolidated financial statements include the accounts of the Company and its direct wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated.

The unaudited condensed interim consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries:

Name of Subsidiary		Place of Incorporation		Ownership
Queensgate Resources Corp.		British Columbia, Canada			100	%
Queensgate Resources US Corp.		Nevada, USA			100	%
Siyata Mobile (Canada) Inc.		British Columbia, Canada			100	%
Siyata Mobile Israel Ltd.		Israel			100	%
Signifi Mobile Inc.		Quebec, Canada			100	%
ClearRF Nevada Ltd.		Nevada, USA			100	%
Siyata PTT Incorporated		Cayman Islands			100	%

7

Siyata Mobile Inc.

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

(Expressed in US dollars)

As at June 30, 2025 and December 31, 2024 and for the six months ended June 30, 2025 and 2024

3. LOANS FROM FINANCIAL INSTITUTIONS

		Factoring loan				PO Financing Loan				Jan 29, 2024 Loan				April 30, 2024 Loan				September 4, 2024 Loan				December 2, 2024 Ballon Loan				December 2, 2024 Monthly Loan				Total
Opening Balance January 1, 2023			-								-																				-
Change in factoring for the period			89,298																												89,298
New loan advances																															-
Loan repayments																															-
Closing Balance December 31, 2023			89,298								-																				89,298
Opening Balance January 1, 2024			89,298								-																				89,298
Change in factoring for the period			647,860																												647,860
New loan advances							920,041				200,000				125,000				200,000				100,000				50,000				1,595,041
Loan repayments											(258,440	)			(133,599	)											(6,866	)			(398,905	)
Interest included in repayments											58,440				39,519												3,113				101,072
Accrued interest expense																			38,432				4,492								42,924
Closing Balance December 31, 2024			737,158				920,041				-				30,920				238,432				104,492				46,247				2,077,290
Opening Balance January 1, 2025			737,158				920,041				-				30,920				238,492				104,492				46,247				2,034,366
Change in factoring for the period																															-
New loan advances																															-
Loan repayments			(569,046	)			(920,041	)							(33,832	)			(270,039	)			(99,587	)			(41,194	)			(1,933,738	)
Interest included in repayments															2,912				104,492				27,579				13,223				118,246
Accrued interest expense																															-
Closing Balance June 30, 2025			168,112				-				-				-				-				32,484				18,277				218,873

(a)	On January 29, 2024, the Company entered into a securities purchase agreement (the “January Purchase Agreement”) with an institutional investor pursuant to which the Company issued an unsecured promissory note in the principal amount of $230,750, with a stated maturity date of November 15, 2024. The gross proceeds to the Company from the exercise totalled approximately $195,000, prior to deducting legal and diligence expenses and agent fees/expenses. The Note’s interest of 5.48% monthly and outstanding principal shall be paid in ten consecutive monthly payments, each in the amount of $25,844 (a total payback of $258,440) commencing on February 15, 2024. The loan was fully repaid prior to December 31, 2024. On April 30, 2024, the Company entered into a securities purchase agreement with an institutional investor where the Company issued an unsecured promissory note in the principal amount of $150,150, with a stated maturity date of February 28, 2025. The Note’s interest of 5.79% monthly and outstanding principal shall be paid in ten consecutive monthly payments commencing on May 30, 2024, each in the amount of $ $16,817 (a total payback of combined principal and interest in the amount of $168,169). The note was fully repaid during the three months ended March 31, 2025. On September 4, 2024, the Company issued an unsecured promissory note in the principal amount of $200,000, with a stated maturity date of June 28, 2025. The note carried monthly interest of 4.49%, with a balloon payment of $175,542 made on February 28, 2025, followed by four monthly payments of $23,630.78 commencing March 28, 2025 (total repayment of $270,065). The note was fully repaid by June 30, 2025, and had no outstanding balance.
(b)	On December 2, 2024, the Company issued an unsecured promissory note in the principal amount of $100,000, with a stated maturity date of September 30, 2025. The note carries monthly interest of 4.49%, with a payment of $87,771.42 made on May 30, 2025, followed by four monthly payments of $11,815.39 commencing June 30, 2025 (total repayment of $135,033). As of June 30, 2025, the outstanding balance was $32,485.
(c)	Also on December 2, 2024, the Company issued an unsecured promissory note in the principal amount of $50,000, with a stated maturity date of September 30, 2025. The note carried monthly interest of 6.22%, with ten monthly payments of $6,865.60 commencing December 30, 2024 (total repayment of $68,656). A repayment of $41,194 was made during the period ended June 30, 2025. As of June 30, 2025, the outstanding balance was $18,277.
(d)	The Company maintains a purchase order financing line of credit of $2,000,000, used to issue letters of credit to foreign contract manufacturers. As of June 30, 2025, the outstanding balance of unfunded letters of credit was $1,290,000. Letters of credit loans totalling $NIL (December 31, 2024-$920,041) were funded and outstanding. The December 31, 2024 letter of credit loans were fully repaid during the period. The PO financing loans are guaranteed by both the CEO and CFO of the Company.

8

Siyata Mobile Inc.

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

(Expressed in US dollars)

As at June 30, 2025 and December 31, 2024 and for the six months ended June 30, 2025 and 2024

4. SALES OF FUTURE RECEIPTS

		June 30, 2025				December 31, 2024
Sale of Future Receipts payable
Opening Balance January 1		$	1,688,435			$	1,467,899
Payment received in the period		$	4,050,000			$	1,478,776
Repayments in receipts in the period		$	(6,072,750	)		$	(3,564,283	)
Interest expense for the period		$	607,598			$	2,306,044
Closing Balance-End of Period -		$	273,283			$	1,688,435

During the period ended June 30, 2025 and the year ended December 31, 2024, the Company entered into multiple agreements for the sale of future receipts with the same purchaser. Under the terms of these agreements, the Company received advances in exchange for a percentage of its future revenues, with specified repayment terms and interest rates, as follows:

(a) On January 31, 2024, the Company entered into an agreement to sell future receipts in the amount of $489,331. The Company received net proceeds of $323,632 after transaction fees. The advance was repayable in weekly instalments of $17,476 over 28 weeks, accruing interest at a rate of 3.1% per week. This agreement was fully repaid as of September 30, 2024.

(b) On March 26, 2024, the Company entered into an agreement to sell future receipts in the amount of $2,920,000, which included the rollover of the remaining balance of the December 2023 agreement. The Company received net proceeds of $401,143 after transaction fees. The advance was repayable in weekly instalments of $100,690 over 28 weeks, accruing interest at a rate of 3.2% per week. As of October 16, 2024, the outstanding principal balance was $NIL.

(c) On October 16, 2024, the Company entered into an agreement to sell future receipts in the amount of $1,920,050, which included the rollover of the remaining balance of the March 2024 agreement. The total repayment amount was $2,803,273, payable in weekly instalments of $50,000 for 10 weeks followed by $104,694 for 22 weeks, accruing interest at a rate of 3.2% per week. As of December 31, 2024, the outstanding principal balance was $1,688,435. During the period January 1, 2025 to June 30, 2025, the Company repaid a total of $2,472,750 of which $679,598 was interest expense and the repayment of principal of $1,793,152. The principal balance of this sale of future receipts at June 30, 2025 is $NIL.

(d) During the six months ended June 30, 2025, the Company entered into weekly revolving agreements for a $200,000 sale of future receipts, accruing interest at a rate of 2% per week, which was repaid weekly in the amount of $204,000 which was $200,000 of principal and $4,000 of interest expense. Over a nineteen-week period, the sum of these sale of future receipts totalled $3,800,000, and the sum of the repayments of these future receipts was $3,872,000 of which $3,800,000 was principal repayments and $72,000 was interest expense. The principal balance of this sale of future receipts at June 30, 2025 is $NIL.

(e) On May 21, 2025, the Company entered into an agreement for the sale of future receipts in the amount of $250,000. The net proceeds received on this date were $250,000. Interest expenses for the period were $38,750 and repayment of principal of $16,747 during the period. The principal balance of this sale of future receipts at June 30, 2025 is $273,283.

Each of these agreements are collateralized by 15% of the Company’s future revenues until repayment in full and secured by a security interest in the Company’s present and future accounts receivable.

9

Siyata Mobile Inc.

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

(Expressed in US dollars)

As at June 30, 2025 and December 31, 2024 and for the six months ended June 30, 2025 and 2024

5. WARRANT AND PREFERRED SHARE LIABILITIES

(a) Warrant Liability

The warrants are determined to be a liability based on the following:

Based on the terms of the warrants outstanding, the Holder may elect to receive common shares for the warrants exercised in lieu of a cash payment for such exercise. The cashless exercise provision takes into consideration the market price of the Company’s stock at the time of the election and the exercise price of the warrant. If the Holder chooses the cashless exercise option, the Company will deliver a variable number of shares, since the number of shares will vary depending on the share price. As the Company will issue a variable number of shares under the cashless exercise option this would result in the settlement failing to meet the ‘fixed-for-fixed’ requirement in paragraph 16(b)(ii) of IAS 32, as such these warrants are classified as a financial liability.

The pre-funded warrants on the date of any issuances, before any reverse stock splits, has both a $0.01 exercise price and a cashless exercise resulting in these prefunded warrants not meeting the ‘fixed-for-fixed’ as such, are classified as a financial liability.

The balance of the warrant liability is as follows:

		Warrants January 11, 2022								Pre-funded warrants October 31, 2023								Regular warrants April 9, 2024								Prefunded warrants May 10 2024								Regular warrants June 5 2024								Prefunded warrants June 28 2024								Prefunded warrants August 15 2024								Total
		# of Units				Amount				# of Units				Amount				# of Units				Amount				# of Units				Amount				# of Units				Amount				# of Units				Amount				# of Units				Amount				# of Units				Amount
Balance, Dec 31, 2023			80			$	3,158				206				153,275				0				0				0				0				0				0				0				0				0				0				286				156,433
Issuance of warrants																			656				104,871				16,705				3,969,929				3,733				626,482				56,026				5,999,999				227,294				3,977,269				304,414				14,678,550
Exercise of pre-funded warrants																																																											-				-
Exercise of warrants April 11, 2024											(150	)			(85,320	)																																											(150	)			(85,320	)
Exercise of Warrants May10-29																											(16,705	)			(6,445,594	)																											(16,705	)			(6,445,594	)
Extinguishment of warrant liability (June 5, 2024)																			(656	)			(312,983	)																																			(656	)			(312,983	)
Exercise of Warrants July 1-26, 2024																																											(56,026	)			(5,583,735	)											(56,026	)			(5,583,735	)
Extinguishment of warrant liability July 11, 2024																																			(3,733	)			(1,602,021	)																			(3,733	)			(1,602,021	)
Exercise of Warrants August 15-Sep 10, 2024																																																			(227,294	)			(3,724,084	)			(227,294	)			(3,724,084	)
Change in fair value							(3,158	)							(67,855	)							82,361								(1,372,403	)							975,539								(416,264	)							(1,685,514	)			-				(2,487,294	)
Extinguishment of warrant liability																																																											-				-
Day 1 loss																							125,751								3,848,068																								1,432,329				-				5,406,148
Balance, December 31, 2024			80			$	-				56				100				-				-				-				-				-				-				-				-				-				-				136				100
Balance, June 30, 2025			80			$	-				56				100				-				-				-				-				-				-				-				-				-				-				136				100

There were no changes to the warrant liability between December 31, 2024 and June 30, 2025.

10

Siyata Mobile Inc.

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

(Expressed in US dollars)

As at June 30, 2025 and December 31, 2024 and for the six months ended June 30, 2025 and 2024

5. WARRANT AND PREFERRED SHARE LIABILITIES (Cont’d)

(b) Preferred Share Liability

The preferred shares are classified as a liability due to the following:

In applying the guidance under IAS 32.16(b)(i), management needs to ascertain if there is a contractual obligation to deliver a variable number of shares to the Holder. If the Holder exercises the conversion option, the Company is required to deliver common shares based on the conversion price that also takes into consideration the Company’s stock price on certain trading days immediately prior to the date of such exercise. As the conversion price would result in the Company issuing variable number of equity instruments upon the exercise of the conversion option, the Preferred Stock fails to meet the criteria requirement in paragraph 16(b)(i) of IAS 32, as such, these Preferred Stock are classified as a financial liability.

The balance of the Preferred Share Liability is as follows:

						Pref share
Class C Preferred Share Activity		# of Units				Liability $
Opening Balance January 1, 2025			909			$	1,069,413
Issuances for the period			540				635,294
Redemptions and conversion			(1,234	)			(1,452,571	)
Closing Balance June 30, 2025			215			$	252,136

Refer to Note 15 Subsequent Events for class C preferred share activity after June 30, 2025 and until the date of this report.

6. SHARE CAPITAL

(a) Authorized Unlimited number of common shares without par value

As at June 30, 2025, the Company had 12,066,616 common shares issued and outstanding (December 31, 2024 – 787,733).

As of the date of issuance of these financial statements, total outstanding common shares is 12,387,223. See Note 15 Subsequent events for common share activity subsequent to the period end.

During the six months ended June 30, 2025, the Company issued 10,467,140 common shares under the Equity Line of Credit for total proceeds of $22,993,267.

During the six months ended June 30, 2025, holders of 1,025 Class C preferred shares converted their shares into 811,743 common shares of the Company. The Company credited $1,205,355 to share capital for the conversion. There was no gain or loss recognized on this transaction.

During the six months ended June 30, 2025, 209 Class C preferred shares were redeemed for proceeds of $209,000.

Common Share Activity January 1, 2025-June 30, 2025
		# of shares				$
Opening Balance January 1, 2025			787,733				104,916,071
Shares issued under the Equity Line of credit			10,467,140				22,993,267
Conversion of Class C preferred shares into common shares			811,743				1,206,355
Closing Balance June 30, 2025			12,066,616			$	129,115,693

(b) Authorized 2,000 Class “C” preferred shares without par value

As at June 30, 2025, the Company had 215 Class “C” preferred shares issued and outstanding (December 31, 2024 – 909).

As of the date of issuance of these financial statements, total outstanding Class “C” preferred shares is NIL. See Note 15, Subsequent events for Class “C” preferred share activity subsequent to the period end.

11

Siyata Mobile Inc.

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

(Expressed in US dollars)

As at June 30, 2025 and December 31, 2024 and for the six months ended June 30, 2025 and 2024

6. SHARE CAPITAL (Cont’d)

(c) Common and preferred share transactions

Transactions for the six months ended June 30, 2025 are as follows:

a) On January 6, 2025, the Company filed an amendment to its Registration Statement on Form F-1 (File No. 333-282880) (the “Prior Registration Statement”) to increase the number of common shares offered under the Equity Line of Credit originally registered on November 14, 2024. The amendment registered an additional 111,891 common shares, representing no more than 20% of the maximum aggregate offering price set forth in the Calculation of Registration Fee table included in the Prior Registration Statement. During the six months ended June 30, 2025, the Company issued 646,154 common shares pursuant to put notices under this equity line of credit facility, generating net proceeds of $1,332,989 after deducting brokerage commissions and legal fees. As of June 30, 2025, the facility had been fully utilized.

b) On January 21, 2025, the Company issued a final prospectus of a registered offering of 2,739,296 common shares for an amount of up to $18,000,000 for an Equity Line of Credit (“ELOC2”) with one investor, Hudson Global Ventures, LLC. The Company also issued as a commitment fee a total of 540 Class C preferred shares of the Company to this investor, of which 100,000 common shares to be issued on the conversion of these preferred shares are registered. These 540 commitment shares were recorded as a liability at its fair value of $635,294 and recorded as a finance fee expense in the period. During the six months ended June 30, 2025, an institutional investor converted 325 of the 540 outstanding Class “C” Commitment Preferred Shares into 99,723 shares of the Company’s common stock. In connection with the conversion, the Company credited $382,353 to share capital. No gain or loss was recognized upon conversion. As of June 30, 2025, 215 Class “C” Commitment Preferred Shares remained outstanding. On April 29, 2025, the Company filed an amendment to the Equity Line of Credit agreement originally dated January 14, 2025, to increase the total number of common shares issuable thereunder by 20%. As a result, the maximum number of common shares issuable under the facility increased by 547,859 shares, from 2,739,296 to 3,287,155 shares. During the six months ended June 30, 2025, the Company issued a total of 3,287,155 common shares pursuant to put notices under the amended Equity Line of Credit agreement (“ELOC2”), generating gross proceeds of $5,511,200, net of brokerage commissions and legal fees.

c)	During the three months ended March 31, 2025, the Company redeemed 209 Class “C” Commitment Preferred Shares for total cash disbursements of $209,000. In connection with the redemption, the Company reduced the warrant liability by $245,882, representing the fair value of the associated warrants, and recognized a gain on derivative instruments of $36,882.
d)	On May 10, 2025, the Company entered into a registered equity line of credit agreement with a single institutional investor, providing for aggregate gross proceeds of up to $12,811,735, representing approximately 11,000,000 shares of the Company’s common stock. Under the terms of the agreement, the Company may issue put notices to the investor to purchase shares, subject to a beneficial ownership limitation of 4.99%. The purchase price per share is equal to 87.5% of the lesser of (i) the closing price of the common stock on the trading day immediately preceding the issuance of the put notice, or (ii) the lowest closing price during the three trading days following the issuance of the put notice. From the date of effectiveness through June 30, 2025, the Company issued 4,926,642 common shares under this facility for net proceeds of $12,482,382.
e)	On May 9, 2025, an investor converted 126 Class “C” Commitment Preferred Shares, with a stated value of $126,000, into 180,645 shares of the Company’s common stock. The Company credited $148,235 to share capital, representing the fair value of the converted preferred shares, and reduced the preferred share liability by the same amount. No gain or loss was recognized on the conversion.
f)	On May 9, 2025, an investor converted 273 Class “C” Commitment Preferred Shares, with a stated value of $273,000, into 391,397 shares of the Company’s common stock. The Company credited $321,176 to share capital, representing the fair value of the converted preferred shares, and reduced the preferred share liability by the same amount. No gain or loss was recognized on the conversion.
g)	On May 12, 2025, an investor converted 8 Class “C” Commitment Preferred Shares, with a stated value of $8,000, into 11,469 shares of the Company’s common stock. The Company credited $9,412 to share capital, representing the fair value of the converted preferred shares, and reduced the preferred share liability by the same amount. No gain or loss was recognized on the conversion.
h)	On June 13, 2025, the Company entered into a second registered equity line of credit agreement with an institutional investor, providing for aggregate gross proceeds of up to $3,702,515, representing approximately 1,754,745 shares of the Company’s common stock. The terms of the agreement are consistent with the May 10, 2025, facility, including the 4.99% beneficial ownership limitation and pricing formula. On June 30, 2025, the Company filed an amendment to this agreement to increase the number of shares issuable under the facility by 20%, resulting in an increase of 350,949 shares, for a new total of 2,105,694 shares. From the date of effectiveness through June 30, 2025, the Company issued 2,042,789 common shares under this facility for net proceeds of $3,666,694.

i) As of June 30, 2025, the Company had subscription receivables totaling $3,691,280 related to common shares issued prior to period end. These amounts were received subsequent to June 30, 2025 and are presented as a separate component of shareholders’ equity.

Transactions subsequent to the six months ended June 30, 2025 see Subsequent Events Note 15.

12

Siyata Mobile Inc.

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

(Expressed in US dollars)

As at June 30, 2025 and December 31, 2024 and for the six months ended June 30, 2025 and 2024

6. SHARE CAPITAL (Cont’d)

(d) Stock options

The Company has a shareholder-approved “rolling” stock option plan (the “Plan”) in compliance with Nasdaq policies. Under the Plan the maximum number of shares reserved for issuance may not exceed 15% of the total number of issued and outstanding common shares at the time of granting. The exercise price of each stock option shall not be less than the market price of the Company’s stock at the date of grant, less a discount of up to 25%. Options can have a maximum term of ten years and typically terminate 90 days following the termination of the optionee’s employment or engagement, except in the case of retirement or death. Vesting of options is at the discretion of the Board of Directors at the time the options are granted.

A summary of the Company’s stock option activity is as follows:

		Number of Stock Options				Weighted Average Exercise Price
Outstanding options, December 31, 2023			12			$	38,903
Granted			-				-
Expired/Cancelled			(1	)			2,268
Outstanding options, December 31, 2024			11			$	250,855
Granted			-				-
Expired/Cancelled			-				-
Outstanding options, June 30, 2025			11			$	250,855

(e) Stock options (cont’d)

As at June 30, 2025 stock options outstanding are as follows:

Grant Date		Number of options outstanding				Number of options exercisable				Weighted Average Exercise Price				Expiry date		Remaining contractual life (years)
15-Nov-20			1				1				756,000.00			15-Nov-30			5.38
15-Nov-20			1				1				756,000.00			15-Nov-25			0.38
13-Apr-22			6				6				138,600.00			13-Apr-27			1.79
12-Jul-22			3				3				138,600.00			12-Jul-25			0.03
Total			11				11			$	250,854.55						1.51

Transactions for the six month period ended June 30, 2024 are as follows:

● One option outstanding with a weighted average exercise price of $378,000 per option expired on January 15, 2024;

There were no transactions for the six month period ended June 30, 2025.

13

Siyata Mobile Inc.

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

(Expressed in US dollars)

As at June 30, 2025 and December 31, 2024 and for the six months ended June 30, 2025 and 2024

6. SHARE CAPITAL (Cont’d)

(f) Restricted share units

The Company approved on February 14, 2022, the addition of the issuance of restricted share units to the existing executive stock option plan.

A summary of the Company’s restricted share unit activity during the six month period ended June 30, 2025 is as follows:

		Number of RSU’s				Weighted Average Issue Price
Outstanding RSU, December 31, 2023			24			$	132,353
Granted			-				-
Exercised/cancelled			-				-
Outstanding RSU, December 31, 2024			24			$	132,353
Granted			-				-
Exercised/cancelled			-				-
Outstanding RSU, June 30, 2025			24			$	132,353

There were no transactions for the six months ended June 30, 2025 and 2024.

As at June 30, 2025 restricted stock options outstanding are as follows:

Grant Date		Number of RSU’s outstanding				Number of RSU’s exercisable				Weighted Average Issue Price
9-Mar-22			17				17			$	129,780
13-Apr-22			7				7			$	138,600
Outstanding RSU, June 30, 2025			24				24			$	132,353

14

Siyata Mobile Inc.

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

(Expressed in US dollars)

As at June 30, 2025 and December 31, 2024 and for the six months ended June 30, 2025 and 2024

6. SHARE CAPITAL (Cont’d)

(g) Agents’ options

A summary of the Company’s agent options activity is as follows:

		Number of options				Weighted average exercise price
Outstanding agent options, December 31, 2023			103			$	4,986
Expired			(2	)			144,900
Outstanding agent options, December 31, 2024			101				35,641
Expired			-				-
Outstanding agent options, June 30, 2025			101			$	35,641

As at June 30, 2025 agent options outstanding are as follows:

Grant Date		Number of options outstanding				Number of options exercisable				Weighted Average Exercise Price				Expiry date		Remaining contractual life (years)
29-Sep-20			1				1			$	831,600			28-Sep-25			0.25
29-Sep-20			2				2			$	863,100			28-Sep-25			0.25
11-Jan-22			3				3			$	318,780			11-Jan-27			1.53
31-Oct-23			95				95			$	901			31-Oct-28			3.34
Total Agent options			101				101			$	35,641						3.19

There were no transactions for the six months ended June 30, 2025 and 2024.

(h) Share purchase warrants

A summary of the Company’s share purchase warrant activity is as follows:

		Number of Warrants				Weighted average exercise price
Outstanding, December 31, 2023			310			$	162,220
Granted			300,681			$	1,231
Expired			(10	)		$	1,449,000
Exercised/Exchanged			(300,831	)		$	640
Outstanding, Dec 31, 2024			150			$	235,121
Granted			-			$	-
Expired			-			$	-
Outstanding, June 30, 2025 and date of MD&A			150			$	235,121

At June 30, 2025 the share purchase warrants outstanding are as follows:

Grant Date		Number of Warrants outstanding and exercisable				Exercise Price				Expiry date
29-Sep-20			14				863,100			28-Sep-25
11-Jan-22			80				289,800			10-Jan-27
31-Oct-23			56				13			none
Total			150			$	235,121

There were no transactions for the six month period ended June 30, 2025 and 2024.

15

Siyata Mobile Inc.

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

(Expressed in US dollars)

As at June 30, 2025 and December 31, 2024 and for the six months ended June 30, 2025 and 2024

7. COST OF SALES

(in thousands)		Six months ended June 30, 2025				Six months ended June 30, 2024				Three months ended June 30, 2025				Three months ended June 30, 2024
Inventory expensed		$	3,461			$	2,704			$	1,735			$	1,373
Royalties			41				114				(34	)			83
Other expenses			174				371				36				238
Total		$	3,676			$	3,189			$	1,737			$	1,694

8. SELLING AND MARKETING EXPENSES

(in thousands)		Six months ended June 30, 2025				Six months ended June 30, 2024				Three months ended June 30, 2025				Three months ended June 30, 2024
Salaries and related expenses		$	1,723			$	1,589			$	830			$	739
Advertising and marketing			211				434				127				191
Travel and conferences			304				79				143				24
Total		$	2,238			$	2,102			$	1,100			$	954

9. GENERAL AND ADMINISTRATIVE EXPENSES

(in thousands)		Six months ended June 30, 2025				Six months ended June 30, 2024				Three months ended June 30, 2025				Three months ended June 30, 2024
Salaries and related expenses		$	674			$	445			$	419			$	298
Professional services			415				346				149				158
Consulting and director fees			784				568				476				281
Travel			91				76				42				27
Office and general			514				484				220				215
Regulatory and filing fees			114				71				40				36
Shareholder relations			48				82				23				18
Total		$	2,640			$	2,072			$	1,369			$	1,033

16

Siyata Mobile Inc.

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

(Expressed in US dollars)

As at June 30, 2025 and December 31, 2024 and for the six months ended June 30, 2025 and 2024

10. FINANCIAL INSTRUMENTS

The fair values of the Company’s cash, trade and other receivables, accounts payable and accrued liabilities and long-term debt, approximate carrying value, which is the amount recorded on the consolidated statement of financial position.

Credit risk

Credit risk is the risk of an unexpected loss if a customer or third party to a financial instrument fails to meet its contractual obligations. The Company places its cash with institutions of high creditworthiness. Management has assessed there to be a low level of credit risk associated with its cash balances.

The Company’s exposure to credit risk is influenced mainly by the individual characteristics of each customer. However, management also considers the demographics of the Company’s customer base, including the default risk of the industry and country in which customers operate, as these factors may have an influence on credit risk. Approximately 48% of the Company’s revenue for the six months ended June 30, 2025 (June 30, 2024 -25%) is attributable to sales transactions with a single customer.

The Company has established a credit policy under which each new customer is analyzed individually for creditworthiness before the Company’s standard payment and delivery terms and conditions are offered. The Company’s review includes external ratings, when available, and in some cases bank references. Purchase limits are established for each customer, which represents the maximum open amount without requiring approval from the Risk Management Committee; these limits are reviewed quarterly. In prior years, certain key customers were offered extended payment terms on their purchases due to slow down from Covid-19 and budget approvals for government tenders.

As a result, the Company had customers with overdue receivables on their books which resulted in the Company taking a bad debt provision on these overdue receivables which amounted to $68,499 at June 30, 2025 (June 30, 2024 - $18,858).

17

Siyata Mobile Inc.

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

(Expressed in US dollars)

As at June 30, 2025 and December 31, 2024 and for the six months ended June 30, 2025 and 2024

10. FINANCIAL INSTRUMENTS (Cont’d)

More than 78% (2024 – 50%) of the Company’s customers have been active with the Company for over four years. The allowance for doubtful accounts of $68,499 (2024 - $36,973) has been recognized as an expense in the year incurred. In monitoring customer credit risk, customers are grouped according to their credit characteristics, including whether they are an individual or legal entity, whether they are a wholesale, retail or end-user customer, geographic location, industry, aging profile, maturity, and the existence of previous financial difficulties. Trade and other receivables relate mainly to the Company’s wholesale customers. Customers that are graded as “high risk” are placed on a restricted customer list and monitored by the Company.

The carrying amount of financial assets represents the maximum credit exposure, notwithstanding the carrying amount of security or any other credit enhancements.

Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company’s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation.

The Company examines current forecasts of its liquidity requirements so as to make certain that there is sufficient cash for its operating needs, and it is careful at all times to have enough unused credit facilities so that the Company does not exceed its credit limits and is in compliance with its financial covenants (if any). These forecasts take into consideration matters such as the Company’s plan to use debt for financing its activity, compliance with required financial covenants, compliance with certain liquidity ratios, and compliance with external requirements such as laws or regulation.

The Company uses activity-based costing to cost its products and services, which assists it in monitoring cash flow requirements and optimizing its cash return on investments. Typically, the Company ensures that it has sufficient cash on demand to meet expected operational expenses for a period of 90 days, including the servicing of financial obligations; this excludes the potential impact of extreme circumstances that cannot reasonably be predicted, such as natural disasters.

With the exception of employee benefits, the Company’s accounts payable and accrued liabilities have contractual terms of 90 days. The employment benefits included in accrued liabilities have variable maturities within the coming year.

18

Siyata Mobile Inc.

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

(Expressed in US dollars)

As at June 30, 2025 and December 31, 2024 and for the six months ended June 30, 2025 and 2024

10. FINANCIAL INSTRUMENTS (Cont’d)

Market risk

a) Currency Risk

Currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates.

b) Interest Rate Risk

Interest rate risk is the risk that the fair value of future cash flows will fluctuate as a result of changes in interest rates. The Company’s sensitivity to interest rates is inherently involved in the calculation of the fair value of the warranty liability which is revalued based on changes in parameters such the prevailing interest rate.

c) Price Risk

The Company is exposed to price risk with respect to equity prices. Equity price risk is defined as the potential adverse impact on the Company’s earnings due to movements in individual equity prices or general movements in the level of the stock market. The Company closely monitors individual equity movements, and the stock market to determine the appropriate course of action to be taken by the Company.

11. RELATED PARTY TRANSACTIONS

Key Personnel Compensation

Key management personnel includes those persons having authority and responsibility for planning, directing, and controlling the activities of the Company as a whole. The Company has determined that key management personnel consists of executive and non-executive members of the Company’s Board of Directors and corporate officers. The remuneration of directors and key management personnel for the three and six months ended June 30, 2025 and 2024 are as follows:

		(in thousands)
Payments to key management personnel		Three months ended June 30								Six months ended June 30
		2025				2024				2025				2024
Salaries, consulting and directors’ fees		$	572,215			$	401,653			$	863,049			$	783,646
Share-based payments			-				63,680				1,010				153,239
Total		$	572,215			$	465,333			$	864,059			$	936,885

19

Siyata Mobile Inc.

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

(Expressed in US dollars)

As at June 30, 2025 and December 31, 2024 and for the six months ended June 30, 2025 and 2024

11. RELATED PARTY TRANSACTIONS (Cont’d)

Salaries, consulting and directors’ fees shown above are classified within profit and loss as shown below:

				(in thousands)
Type of Service		Nature of Relationship		Three months ended June 30								Six months ended June 30
				2025				2024				2025				2024
Selling and marketing expenses		VP Technology/VP Sales International			109				148				149				261
General and administrative expense		Companies controlled by the CEO, CFO and Directors			463			$	254				715				523

12. SEGMENTED INFORMATION

The Company is domiciled in Canada, and it operates and produces its income primarily in Israel, Europe and North America. The Company operates as a single segment being the sale of cellular-based communications products.

The Company’s entity-wide disclosures include disaggregated information about product sales, geographical areas, and major customers.

Revenue by geographical area information is shown below:

		Three months ended June 30,								Six months ended June 30,
(in thousands)		2025				2024				2025				2024
USA			1,493				1,047				3,368				2,121
Canada			221				216				390				368
EMEA			321				628				745				1,759
Total			2,035				1,891				4,503				4,248

20

Siyata Mobile Inc.

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

(Expressed in US dollars)

As at June 30, 2025 and December 31, 2024 and for the six months ended June 30, 2025 and 2024

12. SEGMENTED INFORMATION (Cont’d)

Non-current asset geographic area information is shown below:

(in thousands)		June 30, 2025				December 31, 2024
Long-term receivable total		$	198			$	182
Canada			-				-
EMEA			198				182
Right of use asset total		$	436			$	582
Canada			137				192
EMEA			299				390
Equipment total		$	145			$	158
Canada			-				-
EMEA			145				158
Intangibles total		$	9,052			$	8,285
Canada			-				-
EMEA			9,052				8,285

Product information is shown below:

Revenue by product line for the three and six months ended June 30,

		Three months ended June 30								Six months ended June 30
(in thousands)		2025				2024				2025				2024
Cellular boosters and related accessories			202				404				469				620
Rugged devices and related accessories			1,833				1,487				4,034				3,629
Total			2,035				1,891				4,503				4,249

21

Siyata Mobile Inc.

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

(Expressed in US dollars)

As at June 30, 2025 and December 31, 2024 and for the six months ended June 30, 2025 and 2024

13. SUPPLEMENTAL INFORMATION WITH RESPECT TO CASH FLOWS

		Six months ended June 30
		2025				2024
Change in non-cash working capital:
Trade and other receivables		$	646,096			$	(346,400	)
Prepaids Expenses			(545,914	)			(2,214,559	)
Inventory			2,394,751				1,244,872
Advances to suppliers			(855,841	)			157,083
Accounts payable and accrued liabilities			(3,024,344	)			638,096
Deferred revenue			-				1,157
		$	(1,385,252	)		$	(519,751	)

During the six months ended June 30, 2025, the Company paid $1,048,614 (June 30, 2024 - $ 926,037) in interest and $Nil (June 30, 2024 - $nil) in income taxes.

14.

CONTINGENCIES

On October 22, 2024 the Company was served with a lawsuit from one of its suppliers demanding an amount of $457,477.91 for services rendered to the Company. The Company has reached an informal agreement as of June 30 ,2025 and signed a final settlement agreement on July 25, 2025. Under this agreement, the Company will pay $8,333 per month for 24 months (a total of $200,000) to settle this claim. The remaining balance over-accrued in previous periods of $254,000 was included in income in the period as a change in reserve for claims. Thus the balance of contingencies at June 30, 2025 is $NIL.

15. SUBSEQUENT EVENTS DURING AND AFTER THE REPORTING PERIOD

1. On July 7, 2025, the Company issued from open equity lines of credit, put notices for a total of 12,364 common shares for net proceeds of $34,235.

2. On July 9, 2025, the Company repaid the balance of the Sale of future receipts outstanding at June 30, 2025 in the amount of $273,283.

3. On July 14, 2025, the ramming balance of 215 Class “C” preferred shares, that were outstanding as of June 30, 2025, were converted into 308,243 common shares of the Company. The company reduced the preferred share liability by $252,136 and credited share capital for the same amount resulting in no gain nor loss on the transaction.

4. A significant transaction was initiated prior to the reporting date. On February 26, 2025, Siyata Mobile Inc. (the “Company”) entered into a Merger Agreement with Core Gaming, Inc., a Delaware corporation. Pursuant to the Merger Agreement, the parties intend to carry out the following transactions: Core Gaming Inc. will merge with and into a Merger Sub, with Core Gaming Inc. continuing as the surviving entity and becoming a wholly owned subsidiary of the Company. This transaction represents a reverse takeover, whereby Core Gaming Inc.’s shareholders will become the majority owners, holding approximately 90% of the outstanding shares, while the Company’s legacy shareholders will retain approximately 10% of the merged entity. As of the date of this report, the transaction has not yet been completed.

In exchange for the outstanding shares of Core Gaming Inc. common stock, the Company will issue common shares to the shareholders of Core Gaming Inc. based on an exchange ratio calculated as $160,000,000 divided by the volume-weighted average closing price of the Company’s common shares on the Nasdaq Stock Market LLC for the 10-day trading period immediately preceding the effective time of the Merger. On the Closing Date (as defined in the Merger Agreement), the Parties will cause a certificate of merger (the “Certificate of Merger”) to be executed and filed with the Secretary of State of Delaware. The Merger will become effective on the date and time specified in the Certificate of Merger (the “Effective Time”); and at the Effective Time, all assets, properties, rights, privileges, powers, and franchises of the Core Gaming and the Merger Sub will vest in the Company as the surviving corporation in the Merger.

The board of directors of Purchaser at the Effective Time will consist of five members, four of whom will be designated by the majority shareholders of the Company (former Core Gaming Inc. Shareholders) and one of whom will be Marc Seelenfreund. The officers of the Company at the Effective Time will be Aitan Zacharin as the Chief Executive Officer and Gerald Bernstein as the Chief Financial Officer. The Merger Agreement provides that, to the extent permitted and in accordance with applicable law, none of the PTT Subsidiaries (the legacy assets and liabilities of the Company prior to the merger as defined in the Merger Agreement) will have a board of directors and Marc Seelenfreund will be the sole officer of each of the PTT Subsidiaries, with full executive power and authority to operate the PTT Retained Business (as defined in the Merger Agreement).

To date the merger has not been consummated.

22

FAQ

What is the purpose of Core AI Holdings (CHAI) filing this Form 6-K?

The Form 6-K re-files Siyata Mobile’s and Core Gaming’s June 30, 2025 interim financial statements. It does so specifically to disclose that each set of statements was reviewed by its respective independent registered public accounting firm prior to the closing steps associated with the merger.

How did Siyata Mobile, now part of Core AI Holdings (CHAI), perform for the six months ended June 30, 2025?

Siyata reported revenue of about $4.5 million and a net loss of $7.6 million for the six months ended June 30, 2025. This narrowed the prior-year loss of $15.7 million but still reflects a loss-making business with an accumulated deficit exceeding $123.6 million.

What does the going concern note say in Core AI Holdings (CHAI) Siyata June 2025 financials?

The going concern note explains that Siyata’s continuation depends on successfully selling inventory, generating sufficient cash flows, and obtaining additional debt or equity financing. These dependencies are described as material uncertainties that raise substantial doubt about the company’s ability to continue as a going concern.

How did Core AI Holdings (CHAI) raise cash for Siyata during the first half of 2025?

Siyata raised cash primarily through equity line of credit facilities and other financings. It issued 10,467,140 common shares under an equity line for gross proceeds of $22,993,267 and also used unsecured promissory notes and sale-of-future-receipts agreements to fund operations and working capital needs.

How much share dilution occurred for Siyata Mobile within Core AI Holdings (CHAI) by June 30, 2025?

Shares outstanding increased from 787,733 at December 31, 2024 to 12,066,616 at June 30, 2025. The rise mainly reflects shares issued under equity line of credit arrangements and conversions of Class C preferred shares into common stock, materially diluting existing shareholders’ ownership percentages.

What legal contingency related to a supplier does Core AI Holdings (CHAI) disclose for Siyata?

A supplier sued for $457,477.91 in October 2024. An informal agreement was reached by June 30, 2025 and a final settlement signed July 25, 2025. The company will pay $8,333 monthly for 24 months, totalling $200,000, and reversed $254,000 of previously accrued claims into income.

How concentrated is Siyata Mobile’s revenue within Core AI Holdings (CHAI)?

The notes state that approximately 48% of Siyata’s revenue for the six months ended June 30, 2025 came from a single customer. This high customer concentration increases exposure to that customer’s purchasing decisions and credit risk, which management monitors through credit policies and periodic reviews.