Welcome to our dedicated page for Core AI Holdings SEC filings (Ticker: CHAI), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Core AI Holdings’ filings document foreign-private-issuer disclosures, material corporate updates, merger-related financial statements, registration-statement references, and AI infrastructure announcements. Recent Form 6-K reports describe the company as a British Columbia corporation reporting on a Form 20-F basis and furnishing press releases as exhibits.
The filing record includes disclosures tied to the completed Core Gaming merger, unaudited Core Gaming financial statements, pro forma combined financial statements for Core AI Holdings and Core Gaming, and incorporation by reference into Form F-1 and Form F-3 registration statements. Later Form 6-K reports cover joint ventures, data center initiatives, and advisory-board matters related to the company’s AI technology and infrastructure strategy.
Core AI Holdings, Inc. entered into a registered direct offering of 1,969,444 common shares and pre-funded warrants to purchase up to 3,975,000 common shares at about $0.90 per security, for aggregate gross proceeds of approximately $5.4 million before fees. The pre-funded warrants are immediately exercisable at an exercise price of $0.00001 per share and may be exercised on a cashless basis. The company will pay a 7.0% cash fee to the placement agent and expects closing around June 11, 2026. Core AI plans to use the proceeds to advance its AI technology and infrastructure initiatives and for general working capital. Separately, it launched its HomeGPT AI home design app, which grew from roughly 2,000 to more than 130,000 active users in three months and generated over 380,000 AI design tasks, with paid conversion up about 210% from early versions.
Core AI Holdings, Inc. is conducting a primary offering of 1,969,444 Common Shares at $0.90 per share and is also offering up to 3,975,000 Pre-Funded Warrants (exercise price $0.00001) to purchasers who would otherwise exceed a 4.99% (or at election 9.99%) beneficial ownership limit. The prospectus supplement registers the Common Shares issuable upon exercise of the Pre-Funded Warrants.
The offering (single closing) would increase shares outstanding from 19,922,402 to 25,866,846 assuming full exercise of the Pre-Funded Warrants. Net proceeds to the company are estimated at $4,975,462.66, after placement agent fees. Public float and a Form F-3 sale limit (General Instruction I.B.5) are noted; the company calculated public float of $27,635,415.00 as of June 9, 2026.
Core AI Holdings, Inc. filed Amendment No. 1 to its Form 20-F for the fiscal year ended December 31, 2025. The amendment is narrow in scope and is being made solely to add Exhibit 10.24, a May 19, 2026 letter from Barzily & Co., CPA’s, the company’s former independent accounting firm, to the SEC’s Office of the Chief Accountant, confirming its agreement with statements in Item 16F about the change in certifying accountant. The company reports 19,922,402 Common Shares outstanding as of December 31, 2025 and its shares trade on The Nasdaq Stock Market LLC under the symbol CHAI.
Core AI Holdings reported strong 2025 top-line growth but weak profitability as it repositioned around AI infrastructure. Revenue from continuing operations rose 58.6% year-over-year to $55.2 million, up from $34.8 million in 2024, driven by expanded scale in AI and digital platform initiatives.
Gross profit from continuing operations was a loss of approximately $302,662, reflecting restructuring, transition costs, and operational realignment, including divestment of underperforming legacy Siyata PTT operations. Management characterizes 2025 as a foundational transition toward higher-growth AI infrastructure and mobile gaming, with results affected by substantial non-cash and non-recurring items.
Core AI Holdings, Inc. filed its annual report detailing a mobile gaming and app business that remains unprofitable and facing significant risk. As of December 31, 2025, the company had an accumulated deficit of $31,963,651 and its auditors included a going concern warning about its ability to continue operating over the next twelve months.
The report highlights dependence on advertising-based revenue from a concentrated portfolio of casual mobile games, intense competition from much larger technology companies, and rapid technological change. Core AI also relies heavily on contractors and back-office services from PRC-based Moremo, faces extensive data privacy and cybersecurity obligations, and is exposed to regulatory and geopolitical risks tied to its global operations.
Core AI Holdings, Inc. has appointed Sonali Garg, Co-Founder and Chief Operating Officer of Allianca Group Inc., to its Advisory Board, strengthening leadership around a recently announced joint venture to build AI-ready data center capacity.
Garg has overseen delivery of more than 720 MW of mission-critical data center capacity and annual project portfolios exceeding $6 billion at Allianca. Previously at Meta Platforms, she helped scale a data center portfolio from $2 billion to $10 billion over five years, supporting about 20% annual capacity growth. Her experience across finance, legal, talent, vendor management, and large-scale infrastructure execution is expected to support Core AI’s global AI infrastructure and technology platform and its collaboration with Allianca.
Core AI Holdings, Inc. has formed a strategic joint venture with Allianca Group Inc. to accelerate development of AI-ready data centers worldwide. The partnership combines Core AI’s AI-native infrastructure and capital markets expertise with Allianca’s turnkey delivery model and large-scale data center execution experience.
The joint venture aims to offer an end-to-end platform covering site selection, preconstruction, modular deployment, construction, utility coordination, and commissioning, giving owners and capital partners a single accountable delivery partner. It targets high-priority AI infrastructure markets where power, permitting, fiber connectivity, and construction readiness support rapid deployment.
Core AI Holdings, Inc. director Tarala Thomas Joseph filed a Form 3 insider ownership report. The filing lists holdings of 0 Common Shares directly owned as of the reported date, indicating no reportable equity position in the company at that time.
Core AI Holdings, Inc. director Marc Seelenfreund reported his existing equity position on an initial ownership form. He directly holds a pre-funded option to purchase 588,236 common shares at an exercise price of $0.0004 per share, expiring on October 3, 2032, plus 4 common shares held directly.
Core AI Holdings, Inc. Chief Financial Officer Gerald Lawrence Bernstein filed an initial ownership report showing beneficial ownership of 1 Common Share. This Form 3-style disclosure records his direct holding of that single share as of 2026-03-18, without indicating any related purchase or sale activity.