Core AI Holdings, Inc F-3, filed Nov 13, 2025
Core AI Holdings, Inc. (CHAI)
As filed with the Securities and Exchange Commission on November 12, 2025
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM F-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Core AI Holdings, Inc.
(Exact name of registrant as specified in its charter)
| British Columbia (Canada) | Not Applicable | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
25 SE 2nd Ave, Ste 550
Miami, FL 33131
Tel: 514-500-1181
Address and telephone number of registrant’s principal executive offices)
Cogency Global Inc.
122 East 42nd Street, 18th Floor
New York, NY 10168
(800) 221-0102
(Address and telephone number of registrant’s agent for service)
Copies of all communications, including communications sent to agent for service, should be sent to:
Joseph
M. Lucosky
Steven A. Lipstein
Lucosky Brookman LLP
101 Wood Avenue South
Woodbridge, New Jersey 08830
Tel: 732-395-4400
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.
If only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a registration statement pursuant to General Instruction I.C. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.C. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.
Emerging growth company ☐
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
| † | The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012. |
This registration statement shall hereafter become effective in accordance with the provisions of section 8(a) of the Securities Act of 1933.
The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the U.S. Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
| PROSPECTUS | SUBJECT TO COMPLETION | DATED NOVEMBER 12, 2025 |
CORE AI HOLDINGS, INC.
$250,000,000 of
Common Shares
Preferred Shares
Warrants
Rights
Purchase Contracts
Debt Securities
Units
Offered by the Company
16,825,575 Common Shares
Offered by the Selling Shareholders
We may offer and sell up to $250 million in the aggregate of the securities identified above from time to time in one or more offerings. The selling shareholders identified beginning on page 26 of this prospectus are offering on a resale basis a total of 16,825,575 of our common shares, no par value per share (the “Common Shares”). All of the Common Shares offered by this prospectus were issued to the former shareholders of Core Gaming, Inc., a Delaware corporation, in connection with the merger of Core Gaming, Inc. with and into Siyata Core Acquisition U.S., Inc., a wholly-owned subsidiary of Siyata Mobile Inc. (now Core AI Holdings, Inc.), pursuant to the Merger Agreement dated February 26, 2025, as amended and restated on August 25, 2025. Under the terms of that agreement, we issued 67,302,300 Common Shares on a pre-split basis to the former shareholders of Core Gaming, Inc., based on an exchange ratio calculated as $160,000,000 divided by the volume-weighted average closing price of our Common Shares on Nasdaq for the 10 trading days immediately preceding the effective time of the merger. On October 7, 2025, we effected a 1-for-4 reverse stock split of our Common Shares, bringing the total Common Shares issued to former shareholders of Core Gaming, Inc. from 67,302,300 to a total of 16,825,575 Common Shares.
Each time we or the selling shareholders offer(s) and sell(s) securities, we or such selling shareholders will provide a supplement to this prospectus that contains specific information about the offering and, if applicable, the selling shareholders, as well as the amounts, prices and terms of the securities. The supplement may also add, update or change information contained in this prospectus with respect to that offering. You should carefully read this prospectus and the applicable prospectus supplement before you invest in any of our securities.
We may offer and sell the securities described in this prospectus and any prospectus supplement to or through one or more underwriters, dealers and agents, or directly to purchasers, or through a combination of these methods. If any underwriters, dealers, or agents are involved in the sale of any of the securities, their names and any applicable purchase price, fee, commission, or discount arrangement between or among them will be set forth, or will be calculable from the information set forth, in the applicable prospectus supplement. See the sections of this prospectus entitled “About this Prospectus” and “Plan of Distribution” for more information. No securities may be sold without delivery of this prospectus and the applicable prospectus supplement describing the method and terms of the offering of such securities.
In addition, the Selling Shareholders may sell the common shares at market prices prevailing at the times of sale, prices related to the prevailing market prices or negotiated prices. The Selling Shareholders may offer our common shares to or through underwriters, dealers or other agents, directly to investors or through any other manner permitted by law, on a continued or delayed basis. We will bear all costs, expenses and fees in connection with the registration of the securities offered by this prospectus, and the Selling Shareholders will bear all incremental selling expenses, including commissions and discounts, brokerage fees and other similar selling expenses they incur in sale of the securities. See “Plan of Distribution”.
We will not receive any proceeds from the sale of any securities by the Selling Shareholders. The registration of the securities covered by this prospectus does not necessarily mean that any of these securities will be offered or sold by us or the Selling Shareholders. The timing and amount of any sale of the Selling Shareholder Shares is within the Selling Shareholders’ sole discretion, subject to certain restrictions. To the extent that such Selling Shareholders sell any securities, such holder may be required to provide you with this prospectus identifying and containing specific information about the Selling Shareholders and the terms of the securities being offered.
The Selling Shareholders and intermediaries through whom the securities are sold may be deemed “underwriters” within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), with respect to the securities offered hereby, and any profits realized or commissions received may be deemed underwriting compensation.
Our Common Shares are listed on the Nasdaq Capital Market under the trading symbol “CHAI.”. On November 12, 2025, the closing sales price for our common shares was $3.73 per share.
Investing in our Common Shares involves a high degree of risk. See “Risk Factors” beginning on page 5 of this prospectus and under similar headings in the other documents that are incorporated by reference into this prospectus before making a decision to purchase our securities.
We are both an “emerging growth company” and a “foreign private issuer” as defined under the federal securities laws and as such, may elect to comply with reduced public company reporting requirements. See “Prospectus Summary - Implications of Our Being an Emerging Growth Company” and “Prospectus Summary - Foreign Private Issuer Status”.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these Securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is , 2025
TABLE OF CONTENTS
| i |
This prospectus is part of a registration statement that we filed with the U.S. Securities and Exchange Commission, or the SEC, using a “shelf” registration process. By using a shelf registration statement, we may sell securities from time to time and in one or more offerings up to a total dollar amount of $250,000,000, and the Selling Shareholders may, from time to time, sell up to 16,825,575 shares of common shares as described in this prospectus.
We may provide a prospectus supplement or post-effective amendment to the registration statement of which this prospectus forms a part to add information to, or update or change information contained in, this prospectus. Any statement contained in this prospectus or incorporated by reference herein will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in such prospectus supplement or post-effective amendment modifies or supersedes such statement. Any statement so modified will be deemed to constitute a part of this prospectus only as so modified, and any statement so superseded will be deemed not to constitute a part of this prospectus. You should read both this prospectus, including any documents incorporated by reference, and any applicable prospectus supplement or post-effective amendment to the registration statement of which this prospectus forms a part together with the additional information to which we refer you in the section of this prospectus titled “Where You Can Find More Information.”
This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed, or will be incorporated by reference as exhibits to the registration statement of which this prospectus forms a part, and you may obtain copies of those documents as described below under “Where You Can Find More Information.”
Neither the delivery of this prospectus nor any distribution of Common Shares pursuant to this prospectus shall, under any circumstances, create any implication that there has been no change in the information set forth or incorporated by reference into this prospectus or in our affairs since the date of this prospectus. Our business, financial condition, results of operations and prospects may have changed since such date.
For investors outside the United States: Unless otherwise indicated, information in this prospectus concerning economic conditions, our industries and our markets is based on a variety of sources, including information from third-party industry analysts and publications and our own estimates and research. This information involves a number of assumptions, estimates and limitations. The industry publications, surveys and forecasts and other public information generally indicate or suggest that their information has been obtained from sources believed to be reliable. None of the third-party industry publications used in this prospectus were prepared on our behalf nor have we taken any steps to independently verify such information. The industries in which we operate are subject to a high degree of uncertainty and risk due to a variety of factors, including those described in “Risk Factors” in this prospectus. These and other factors could cause results to differ materially from those expressed in these publications.
References to “U.S. dollars” and “US$” are to currency of the United States of America, references to “CAD$” are to the currency of Canada, also known as the Canadian dollar and references to “NIS” are to the New Israeli Shekel, the currency of Israel. All financial information presented in this prospectus is in U.S. dollars unless otherwise expressly stated.
We own or have rights to various trademarks, service marks and trade names that we use in connection with the operation of our businesses. Solely for convenience, the trademarks, service marks and trade names referred to in this prospectus may appear without the ®, TM or SM symbols, but the omission of such references is not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the right of the applicable owner of these trademarks, service marks and trade names.
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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This prospectus and the information incorporated by reference in this prospectus contain forward-looking statements that are based on our management’s beliefs and assumptions and on information currently available to us. The words “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “could,” “would,” “project,” “plan,” “potentially,” “likely,” and similar expressions and variations thereof are intended to identify forward-looking statements but are not the exclusive means of identifying such statements. Those statements appear in this prospectus and the documents incorporated herein by reference, particularly in the sections titled “Risk Factors” and “Operating and Financial Review And Prospects” and include statements regarding the intent, belief or current expectations of our management that are subject to known and unknown risks, uncertainties and assumptions. You are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those projected in the forward-looking statements as a result of various factors.
Forward-looking statements include, but are not limited to, statements about:
| ● | the size and growth potential of the markets for our products, and our ability to serve those markets; | |
| ● | the rate and degree of market acceptance of our products; | |
| ● | our ability to expand our sales organization to address effectively existing and new markets that we intend to target; | |
| ● | impact from future regulatory, judicial, and legislative changes or developments in the U.S. and foreign countries; | |
| ● | our ability to compete effectively in a competitive industry; | |
| ● | our ability to obtain funding for our operations and effectively utilize the capital raised therefrom; | |
| ● | our ability to attract collaborators and strategic partnerships; | |
| ● | our ability to meet the continued listing requirements and standards of the Nasdaq Capital Market, or Nasdaq; | |
| ● | our ability to meet our financial operating objectives; | |
| ● | the availability of, and our ability to attract, qualified employees for our business operations; | |
| ● | general business and economic conditions; | |
| ● | our ability to meet our financial obligations as they become due; | |
| ● | positive cash flows and financial viability of our operations and any new business opportunities; |
| ● | our ability to secure intellectual property rights over our proprietary products or enter into license agreements to secure the legal use of certain patents and intellectual property; | |
| ● | our ability to be successful in new markets; | |
| ● | our ability to avoid infringement of intellectual property rights; and | |
| ● | security, political and economic instability in the Middle East that could harm our business, including due to the current war between Israel and Hamas. |
Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, you should not rely upon forward-looking statements as predictions of future events. The events and circumstances reflected in the forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements. Except as required by applicable law, including the securities laws of the United States and the rules and regulations of the SEC, we do not plan to publicly update or revise any forward-looking statements contained herein after we distribute this prospectus, whether as a result of any new information, future events or otherwise.
In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this prospectus, and although we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted a thorough inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely upon these statements.
| iii |
Overview
Core Gaming, Inc. is a mobile gaming developer and publisher incorporated under the laws of the State of Delaware. Its registered and principal executive offices are located at 25 SE 2nd Avenue Ste. 550 Miami, Florida 33131. It creates entertaining games for millions of players worldwide, while empowering developers to deliver player-focused games to enthusiasts in over 140 countries. Powered by artificial intelligence (“AI”) tools and algorithms, Core Gaming is focused on the development, distribution, and monetization of casual games, which are delivered as apps for mobile phones, and generates revenue through the display of ads in the games.
Founded in 2024, Core Gaming acquired Newbyera Technology Limited, a limited company incorporated under the laws of Hong Kong (“Newbyera”), pursuant to a share exchange agreement in June 2024. Through this operating subsidiary, Core Gaming reaches over 40 million active users worldwide every month and continues to fuel its growth through creativity and innovation. Core Gaming’s apps have over 600 million downloads.
Core Gaming’s mission is to become a leading casual mobile game developer and publisher. Its software, coupled with its deep industry knowledge and expertise and its focus on efficiency, has enabled it to rapidly scale a diversified portfolio of mobile games that it has developed and co-developed. To date Core Gaming has launched more than 2,000 games into the market. It has created proprietary analytical software, in the form of our BI platform, that provides deep insight into the effectiveness of various marketing efforts for each title, enabling us to focus on those channels that are the most successful in reaching our target audience, in terms of both the distribution of games and the serving of ads. Core Gaming believes that its algorithm-driven approach affords it a competitive advantage that has helped fuel its rapid growth.
Corporate Information
Core AI Holdings, Inc. (the “Company”) was organized as a corporation under the laws of British Columbia, Canada, and maintain our registered and records office at 7404 King George Blvd., Suite 200, King’s Cross, Surrey, British Columbia V3W 1N6, Canada. The principal place of business is located at 25 SE 2nd Ave, Ste 550, Miami, FL 33131. Our telephone number is (514) 500-1181 and our website is located on the internet at. The information contained on our website does not constitute part of this prospectus.
The Company was incorporated on October 15, 1986 as Big Rock Gold Ltd. as a corporation under the Company Act of British Columbia. On April 5, 1988, the Company changed its name to International Cruiseshipcenters Corp. On June 24, 1991, the Company changed its name to Riley Resources Ltd. Effective January 23, 1998, the Company consolidated its share capital on an eight-to-one basis and changed its name to International Riley Resources Ltd. Effective November 22, 2001, the Company consolidated its share capital on a five-to-one basis and changed its name to Wind River Resources Ltd. On January 3, 2008, the Company changed its name to Teslin River Resources Corp.
On July 24, 2015, Teslin River Resources Corp, completed a reverse acquisition by way of a three-cornered amalgamation, pursuant to which the Company acquired certain telecom operations of an Israel-based cellular technology company and changed its name to Siyata Mobile Inc.
On June 7, 2016, the Company acquired all of the issued and outstanding shares of Signifi Mobile Inc. (“Signifi”).
In March 2021, the Company acquired, through a wholly owned subsidiary formed by Signifi, all the outstanding units of Clear RF LLC (“Clear RF”).
The Company was registered with the TSXV under the symbol SIM, commenced trading on OTCQX under the symbol SYATF from May 11, 2017 until September 25, 2020, at which time the Company’s Common Shares were listed only on the Nasdaq Capital Market.
| 1 |
On October 2, 2025, the Company filed a Certificate of Change of Name with the Province of British Columbia, Canada, changing the Company’s name from Siyata Mobile Inc. to Core AI Holdings, Inc.
On October 3, 2025 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 with and into Merger Sub, with Core continuing as the surviving entity and a wholly owned subsidiary of the Company. The Company’s Common Shares now trade Nasdaq Capital Market under the trading symbol “CHAI.”
Recent Developments
Amended and Restated Merger Agreement
On August 25, 2025, Siyata Mobile Inc. entered into an Amended and Restated Merger Agreement with Core Gaming, Inc., a Delaware corporation, and Siyata Core Acquisition U.S., Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Merger Sub”). The Amended and Restated Merger Agreement expanded the scope of the original agreement by including additional subsidiaries of the Company such as Siyata PTT, Siyata Mobile Israel Ltd., and Signifi Mobile Inc. as parties to the transaction, and by adding certain consulting, option, and director agreements as exhibits. The amended agreement also updated the Company’s outstanding share count to reflect subsequent issuances since the original execution and incorporated new provisions addressing interim financings, minimum cash requirements at closing, and post-closing board composition.
Closing of Merger
On October 3, 2025 (the “Effective Date”), 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 (the “Merger Agreement”) by and among the Company, Core Gaming, Inc., a Delaware corporation (“Core”), and 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.
Pursuant to the terms of the Merger Agreement, in exchange for the outstanding shares of Core’s common stock, the Company issued an aggregate of 67,302,300 (the “Shares”) of its common shares, no par value per share, to the former shareholders of Core.
The Company’s common shares began trading on the Nasdaq Capital Market, on a post-Merger basis, on October 7, 2025, under the symbol CHAI.
Name Change
On October 2, 2025, in anticipation of the closing of the Merger, the Company filed a Certificate of Change of Name with the Province of British Columbia, Canada, changing the Company’s name from Siyata Mobile Inc. to Core AI Holdings, Inc.
Share Consolidation
In connection with the start of post-Merger trading of the Company’s common shares, on October 7, 2025, the Company effectuated a 1 for 4 share consolidation of its authorized share capital, such that every 4 common shares, no par value, in the authorized share capital of the Company be consolidated into 1 common share, no par value (the “Share Consolidation” or “Reverse Split”).
The Reverse Split was approved by the Company’s board of directors on August 22, 2025 and shall be effective, and the common shares began trading on a Reverse Split-adjusted basis, when the market opened on October 7, 2025. The Reverse Split was intended to allow the Company to trade at above the $4 minimum price required for issuers initially listing on the Nasdaq Capital Market.
| 2 |
Following the closing of the Merger, as of October 6, 2025, there were 79,689,523 of the Company’s common shares outstanding. Effecting the Reverse Split reduced the number of outstanding common shares to 19,922,423.
In connection with the Reverse Split, the CUSIP number for the common shares changed to 83013Q871.
Treatment of Share Options, Warrants and Restricted Shares
The number of common shares into which the Company’s outstanding options, warrants and restricted shares, as well as the options’ and warrants’ relevant exercise price per share, were proportionally adjusted to reflect the Reverse Split.
Fractional Shares
Any fractional shares that would have resulted because of the Reverse Split were rounded up to the nearest whole share.
The following diagram illustrates our corporate structure as of the date of the prospectus:
| 3 |
| Securities being offered by the Selling Shareholders: | The 16,825,575 Common Shares that were issued to the former shareholders of Core Gaming, Inc. pursuant to the merger of Core Gaming Inc. with and into Siyata Core Acquisition U.S., Inc., a wholly owned subsidiary of Siyata Mobile Inc. (now Core AI Holdings, Inc.). | |
| Common Shares outstanding immediately prior to and after this offering: | 19,922,423 Common Shares. | |
| Use of proceeds: | We will not receive any proceeds from any sale of the Common Shares by the Selling Shareholders. For more information on the use of proceeds, see “Use of Proceeds”. | |
| Dividend policy: | We have never declared or paid any dividends on our Common Shares. We do not anticipate paying any dividends in the foreseeable future. We currently intend to retain any future earnings to fund business development and growth, and we do not expect to pay any dividends in the foreseeable future. Any future determination to declare cash dividends will be made at the discretion of our board of directors, subject to applicable laws, and will depend on a number of factors, including our financial condition, results of operations, capital requirements, contractual restrictions, general business conditions and other factors that our board of directors may deem relevant. | |
| Risk factors: | Investing in our securities involves a high degree of risk. As an investor, you should be able to bear a complete loss of your investment. You should carefully consider the information set forth in the “Risk Factors” section beginning on page 5. | |
| Plan of Distribution: | The Selling Shareholders may sell all or a portion of the Common Shares beneficially owned by them and offered hereby from time to time directly in a number of different ways. Registration of the Common Shares covered by this prospectus does not mean, however, that such shares necessarily will be offered or sold. See “Plan of Distribution.” | |
| Trading market and symbol: | Our Common Shares are listed on the Nasdaq Capital Market under the symbol “CHAI”.” | |
| Transfer agent: | The transfer agent and registrar for our Common Shares is Computershare Inc. |
| (1) | The number of Common Shares outstanding immediately following this offering is based on 19,922,423 Common Shares outstanding as of November 10, 2025 and excludes: |
| ● | 1 Common Shares issuable upon the exercise of stock options outstanding under our 2016 Stock Option Plan, as amended, with a weighted-average exercise price of $138,600 per share; | |
| ● | 6 Common Shares issuable upon the exercise of restricted share units outstanding under the 2016 Stock Option Plan, as amended, with a weighted-average exercise price of $NIL per share; |
| ● | 33 Common Shares issuable upon the exercise of outstanding warrants with a weighted average exercise price of $702,565 per share; | |
| ● | 25 Common Shares issuable upon the exercise of outstanding investment banker’s warrants with a weighted average exercise price of $54,464 per share; and | |
| ● | 588,236 Common Shares issuable upon the exercise of a pre-funded common stock purchase option held by Marc Seelenfreund, a member of the board of directors. |
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An investment in our securities involves a high degree of risk. Before making an investment in our securities, you should carefully consider all of the information included in this prospectus, the risk factors presented in “Item 3. Key Information—3.D. Risk Factors” of the Form 20-F, which is incorporated herein by reference, and all of the other information included in any prospectus supplement and other documents that have been incorporated by reference in this prospectus and any prospectus supplement, as well in our other filings with the SEC. Please see the sections of this prospectus entitled “Cautionary Note Regarding Forward-Looking Statements” and “Incorporation of Certain Documents by Reference.” The occurrence of one or more of those risk factors could adversely impact our business, financial condition or results of operations.
| 5 |
We intend to use the net proceeds from the sale of the securities as set forth in the applicable prospectus supplement.
We will not receive any proceeds from the sale of common shares by the Selling Shareholders. All proceeds from the sale of the Selling Shareholder Shares will be paid directly to the Selling Shareholders
| 6 |
We have not, since the date of our incorporation, declared or paid any dividends or other distributions on our Common Shares, and do not currently have a policy with respect to the payment of dividends or other distributions. We do not currently pay dividends and do not intend to pay dividends in the foreseeable future. The declaration and payment of any dividends in the future is at the discretion of the Board and will depend on numerous factors, including compliance with applicable laws, financial performance, working capital requirements of the Company and its subsidiaries, as applicable and such other factors as its directors consider appropriate.
| 7 |
The following table sets forth certain information as of as of November 10, 2025 concerning the beneficial ownership of our common shares for (i) each person who is the beneficial owner of more than 5% of the issued and outstanding common shares, (ii) each of our directors and executive officers, and (iii) all executive officers and directors as a group.
Beneficial ownership has been determined in accordance with the rules of the SEC and is calculated based on 19,922,423 common shares outstanding as of November 10, 2025. Common shares subject to options, warrants, or other securities convertible into or pursuant to which the holder has the right to acquire common shares that are currently exercisable or convertible, or that are exercisable or convertible within 60 daysare deemed outstanding for computing the percentage of the person holding the option, warrant, or other such security but are not deemed outstanding for computing the percentage of any other person. Under the SEC’s rules, a person is deemed to be a “beneficial owner” of a security if that person has or shares “voting power,” which includes the power to vote or to direct the voting of such security, or “investment power,” which includes the power to dispose of or to direct the disposition of such security. Under these rules, more than one person may be deemed a beneficial owner of the same securities and a person may be deemed to be a beneficial owner of securities as to which such person has no economic interest.
Except as indicated by the footnotes below, we believe, based on the information furnished to us, that the persons and entities named in the table below have sole voting and investment power with respect to all common shares that they beneficially own.
| Name and Address of Beneficial Owner | Common
Shares Owned Beneficially | Percent
of Class | ||||||
| Five Percent or Greater Shareholders | ||||||||
| Eniac AI Limited (1) | 2,019,069 | 10.135 | ||||||
| Eland Toyar Limited(2) | 2,019,069 | 10.135 | ||||||
| Bedford Country Limited(3) | 1,682,558 | 8.45 | ||||||
| Rakefet LLC(4) | 1,626,478 | 8.16 | ||||||
| Vilna Investments Ventures Limited(5) | 1,626,461 | 8.16 | ||||||
| TechTime Ventures, Ltd(6) | 1,388,110 | 6.97 | ||||||
| EagleThink Technology Limited(7) | 1,388,110 | 6.97 | ||||||
| Yukin Wu (8) | 1,177,791 | 5.91 | ||||||
| Directors and Officers | ||||||||
| Aitan Zacharin, Chief Executive Officer and Director(9) | 1,626,478 | 8.16 | ||||||
| Gerald Bernstein, Chief Financial Officer | 1 | * | ||||||
| Marc Seelenfreund, Director(11) | 588,240 | 2.96 | ||||||
| Luisa Ingargiola, Director | 0 | — | ||||||
| Thomas Tarala, Director | 0 | — | ||||||
| Mordechai Stenge, Director | 0 | — | ||||||
| All directors and officers as a group (6 persons) | 2,214,719 | 11.12 | ||||||
* Less than 1%.
| (1) | Consists of 2,019,069 common shares owned of record directly by Eniac AI Limited which are 100% owned by Xiaoxu Yang. The address of Eniac AI Limited is Suite 23, 1st Floor, Eden Plaza, Eden Island, Mahe, Republic of Seychelles. |
| (2) | Consists of 2,019,069 common shares owned of record directly by Eland Toyar Limited which are 100% owned by Xiaoxu Yang. The address of Eland Toyar Limited is 28 Traciann Dr, Hamlin, NY 14464 |
| (3) | Bedford Country Limited is 100% owned by Xi Li. Its address is OMC Chambers, Wickhams Cay 1, Road Town, Tortola, British Virgin Islands, VG1110. |
| (4) | Rakefet LLC is 100% owned by Elana Zacharin, the mother of Aitan Zacharin. Its address is 2311 Falls Gable Ln. E. Baltimore, MD 21209. |
| (5) | Vilna Investments Ventures Limited is 100% owned by Matthew Moshal. Its address is House of Francis, Room 303, LLe Du Port, Mahe, Seychelles. |
| (6) | TechTime Ventures Ltd is 100% owned by Dianxiang Wu. Its address is 2/F, Palm Grove House, Port Purcell, Road Town, Tortola, British Virgin Islands, VG1110. |
| (7) | EagleThink Technology Limited is 100% owned by Yuxin He. Its address is Unit 8, 3/F, Qwomar Trading Complex, P.O. Box 3340, Road Town, Tortola, British Virgin Islands, VG1130. |
| (8) | The address for Yukun Wu is Room7 04, Block E, Xinjiekou Building, No. 22 Donbin Nanshan District, ShenZhen, China. |
| (9) | Consists of 1,626,483 common shares held by Sapir LLC, which is 100% owned by Mr. Zacharin. Mr. Zacharin’s address is 1 Netiv Halamed H, Kibbutz Netiv Halamed H, Israel 9985500. |
| (10) | Consists of four common shares owned directly and 588,236 common shares that Mr. Seelenfreund has the right to purchase pursuant to a pre-funded common stock purchase option between him and the Company. |
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The following description of our Common Shares and provisions of our articles are summaries and do not purport to be complete. The following summary is not complete and is qualified in its entirety by our articles and notice of articles, and the actual terms and conditions of such shares.
All of our issued and outstanding Common Shares are fully paid and non-assessable. Our Common Shares are issued in registered form and are issued when registered in our register of members. Unless the board of directors determine otherwise, each holder of our Common Shares will not receive a certificate in respect of such Common Shares. Our shareholders who are non-residents of British Columbia may freely hold and vote their Common Shares.
We are authorized to issue an unlimited number of Common Shares with no par value per share. Subject to the provisions of the Business Corporations Act (British Columbia) (the “BCBCA”) and our articles regarding redemption and purchase of the shares, the directors have general and unconditional authority to allot (with or without confirming rights of renunciation), grant options over or otherwise deal with any unissued shares to such persons, at such times and on such terms and conditions as they may decide. Such authority could be exercised by the directors to allot shares which carry rights and privileges that are preferential to the rights attaching to Common Shares. No share may be issued at a discount except in accordance with the provisions of the BCBCA. The directors may refuse to accept any application for shares and may accept any application in whole or in part, for any reason or for no reason.
On September 20, 2020, the Company completed a reverse-share split of our issued and outstanding Common Shares on a 145-to-1 basis.
On August 9, 2023, the Company completed a reverse-share split of our issued and outstanding Common Shares on a 100-to-1 basis.
On December 4, 2023, the Company completed a reverse-share split of our issued and outstanding Common Shares on a 7-to-1 basis.
On August 2, 2024, the Company completed a reverse-share split of our issued and outstanding Common Shares on a 18-to-1 basis.
On December 27, 2024, the Company completed a reverse-share split of our issued and outstanding Common Shares on a 10-to-1 basis.
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On October 7, 2025, the Company completed a reverse-share split of our issued and outstanding Common Shares on a 4-to-1 basis.
Except where otherwise indicated, all share and per share data in this prospectus have been retroactively restated to reflect the Reverse Split.
Listing
Our Common Shares are listed on the Nasdaq Capital Market under the symbol “CHAI.”“ The Common Shares offered hereby will trade on the Nasdaq Capital Market under the symbol “CHAI.”
Transfer Agent
The transfer agent for the Common Shares is Computershare Inc., 510 Burrard Street, 2nd Floor, Vancouver, British Columbia V6C 3B9, Canada.
Dividends
Subject to the provisions of the BCBCA and any rights attaching to any class or classes of shares under and in accordance with the articles:
| a) | the directors may declare dividends or distributions out of our funds which are lawfully available for that purpose; and | |
| b) | our shareholders may, by ordinary resolution, declare dividends but no such dividend shall exceed the amount recommended by the directors. |
Unless provided by the rights attached to a share, no dividend shall bear interest.
Voting Rights
Subject to any rights or restrictions as to voting attached to any shares, unless any share carries special voting rights, on a show of hands every shareholder who is present in person and every person representing a shareholder by proxy shall have one vote per Common Shares. During a shareholder vote, every shareholder who is present in person and every person representing a shareholder by proxy shall have one vote for each share of which he or the person represented by proxy is the holder. In addition, all shareholders holding shares of a particular class are entitled to vote at a meeting of the holders of that class of shares. Votes may be given either personally or by proxy.
Variation of Rights of Shares
Whenever our capital is divided into different classes of shares, the rights attaching to any class of share (unless otherwise provided by the terms of issue of the shares of that class) may be varied either with the consent in writing of the holders of not less than two-thirds of the issued shares of that class, or with the sanction of a resolution passed by a majority of not less than two-thirds of the holders of shares of the class present in person or by proxy at a separate general meeting of the holders of shares of that class.
Unless the terms on which a class of shares was issued state otherwise, the rights conferred on the shareholder holding shares of any class shall not be deemed to be varied by the creation or issue of further shares ranking pari passu with the existing shares of that class.
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Alteration of Share Capital
Subject to the BCBCA, the Company may, by ordinary resolution:
| 1) | create one or more classes or series of shares or, if none of the shares of a class or series of shares are allotted or issued, eliminate that class or series of shares; | |
| 2) | increase, reduce or eliminate the maximum number of shares that the Company is authorized to issue out of any class or series of shares or establish a maximum number of shares that the Company is authorized to issue out of any class or series of shares for which no maximum is established; |
| 3) | or consolidate all or any of its unissued, or fully paid issued, shares; |
| 4) | if the Company is authorized to issue shares of a class of shares with par value: |
| a) | decrease the par value of those shares; or |
| b) | if none of that class of shares are allotted or issued, increase the par value of those shares; |
| 5) | change all or any of its unissued, or fully paid issued, shares with par value into shares without par value or any of its unissued shares without par value into shares with par value; |
| 6) | alter the identifying name of any of its shares; or |
| 7) | otherwise alter its shares or authorized share structure when required or permitted to do so by the BCBCA. |
General Meetings
Under the BCBCA, the Company must hold its first annual general meeting within 18 months after the date on which it was incorporated or otherwise recognized, and after that much hold an annual general meeting at least once in each calendar year and not more than 15 months after the last annual reference date at such time and place as may be determined by the directors.
If all the shareholders who are entitled to vote at an annual general meeting consent by a unanimous resolution to all of the business that is required to be transacted at that annual general meeting, the annual general meeting is deemed to have been held on the date of the unanimous resolution. The shareholders much, in any unanimous resolution, select as the Company’s annual reference date, a date that would be appropriate for the holding of the applicable annual general meeting.
The directors may also, whenever they think fit, call a meeting of the shareholders.
A general meeting of the Company may be held anywhere in North America, as determined by the directors.
The Company must send notice of the date, time and location of any meeting of shareholders in the manner provided in the BCBCA to each shareholder entitled to attend the meeting and to each director of the Company if and for so long as the Company is a public company, twenty-one days, and otherwise ten days.
The directors may set a date as the record date for the purpose of determining shareholders entitled to, or the non-receipt of any notice by, any of the persons entitled to notice does not invalidate any proceeding at that meeting. Any persons entitled to notice of a meeting of shareholders may, in writing or otherwise, waive or reduce the period of notice of such meeting.
Accidental omission to send notice of any meeting of shareholder to, or the non-receipt of any notice by, any of the persons entitled to notice does not invalidate any proceeding at that meeting. Any person entitled to notice of a meeting of shareholders may, in writing or otherwise, waive or reduce the period of notice of such meeting.
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If a meeting of shareholders is to consider special business, as defined in the Company’s articles, the notice of meeting must:
| 1) | state the general nature of the special business; | |
| 2) | if the special business includes considering, approving, ratifying, adopting or authorizing any document or the signing of or giving of effect to any document, have attached to it a copy of the document or state that a copy of the document will be available for inspection by shareholders: |
| a) | at the Company’s record office, or at such other reasonably accessible location in British Columbia as is specified in the notice; and |
| b) | during statutory business hours on any one or more specified days before the day set for the holding of the meeting. |
A shareholder may participate in a meeting of the shareholders in person or by telephone if all shareholders participate in the meeting, whether in person or by telephone or other communications medium, are able to communicate with each other and if all shareholders who wish to participate in the meeting agree to such participation.
The quorum for the transaction of business at a meeting of shareholders is two persons, who are or representing by proxy, shareholders holding, in the aggregate, at least 33.33 percent of the issued shares entitled to be voted at the meeting. On a show of hands, every person present who is a shareholder or proxy holder entitled to vote on the matter has one vote.
Directors
Under the BCBCA, as a publicly traded company, the Company must have at least three directors, and as many directors as set by ordinary resolution. The shareholders may elect or appoint the directors needed to fill any vacancies in the board of directors up to the number of opened vacancies. A director is entitled to remuneration for acting as directors.
At every annual general meeting, the shareholder entitled to vote must elect, or in a unanimous resolution, appoint, a board of directors consisting of the number of directors for the time being.
The shareholding qualification for directors may be fixed by our shareholders by ordinary resolution and unless and until so fixed no share qualification shall be required.
Each director holds office for the term, if any, fixed by the terms of his appointment or until his earlier death, bankruptcy, insanity, resignation or removal. If no term is fixed on the appointment of a director, the director serves indefinitely until his earlier death, bankruptcy, insanity, resignation or removal.
A director may be removed by ordinary resolution.
A director may at any time resign or retire from office by giving us notice in writing. Unless the notice specifies a different date, the director shall be deemed to have resigned on the date that the notice is delivered to us.
Subject to the provisions of the articles, the office of a director may be terminated forthwith if:
| a) | he resigns his office by notice to us; | |
| b) | he only held office as a director for a fixed term and such term expires; | |
| c) | he dies; or | |
| d) | he is removed pursuant to the articles of the Company. |
Each of the compensation committee and the nominating and corporate governance committee shall consist of at least three directors and the majority of the committee members are independent within the meaning of Section 5605(a)(2) of the Nasdaq Listing Rules. The audit committee consists of at least three directors, all of whom are independent within the meaning of Section 5605(a)(2) of the NASDAQ Listing Rules and meet the criteria for independence set forth in Rule 10A-3 or Rule 10C-1 of the Exchange Act.
Powers and Duties of Directors
Subject to the provisions of the BCBCA and our articles of association, our business shall be managed by the directors, who may exercise all our powers. No prior act of the directors shall be invalidated by any subsequent alteration of our articles of association. To the extent allowed by the BCBCA, however, shareholders may by special resolution validate any prior or future act of the directors which would otherwise be in breach of their duties.
The directors may delegate any of their powers to any person to be the attorney of the Company.
The board of directors may establish any local or divisional board of directors or agency and delegate to it its powers and authorities (with power to sub-delegate) for managing any of our affairs.
The directors may from time to time and at any time by power of attorney or in any other manner they determine appoint any person, either generally or in respect of any specific matter, to be our agent with or without authority for that person to delegate all or any of that person’s powers.
The directors may from time to time and at any time by power of attorney or in any other manner appoint any person, whether nominated directly or indirectly by the directors, to be our attorney or our authorized signatory and for such period and subject to such conditions as they may think fit. The powers, authorities and discretions, however, must not exceed those vested in, or exercisable, by the directors under the articles.
The board of directors may remove any person so appointed and may revoke or vary the delegation.
A director may, as a director, vote (and be counted in the quorum) in respect of any contract, transaction, arrangement or proposal in which he has an interest which is not a material interest. However, a director who holds a disclosable interest in a contract or transaction win which the Company has entered or proposes to enter is not entitled to vote on any directors’ resolutions to approve the contract or transaction, unless the directors have disclosable interest in that contract or transaction, in which case any or all of those directors may vote on such resolution. Such director who holds a disclosable interest that is present for a meeting of directors may be counted in the quorum at the meeting, whether or not the director votes on any or all of the resolutions considered at the meeting.
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DESCRIPTION OF PREFERRED SHARES
We may issue to our shareholders Preferred Shares. Such Preferred Shares may be convertible into Common Shares. Prior to issuing any series of Preferred Shares, we would file a Notice of Alteration with the State of British Columbia detailing the rights and restrictions of any such series with such rights and restrictions described in the prospectus supplement offering such Preferred Shares.
On August 18, 2023, the Company filed a Notice of Alteration creating the Preferred Shares. The special rights and restrictions attached to the Class A Preferred Shares and Class B Preferred Shares are the same and are described below:
| ● | the holders of Preferred Shares (the “Preferred Shareholders”) are entitled to vote on the basis of one vote per Preferred Share, voting together as a single class with holders of Common Shares; | |
| ● | if the Board authorizes any of the Preferred Shares to be issued as convertible, each convertible Preferred Share will be convertible into only one Common Share; | |
| ● | the Preferred Shares shall, as to the payment of dividends and return of capital in the event of liquidation, dissolution or winding up of the Company, rank in priority to the Common Shares; and | |
| ● | the Preferred Shares may be issued with certain preferences over the Common Shares with respect to dividends or the power to approve the declaration of a dividend. |
As of November 10, 2025, no Class A Preferred Shares and Class B Preferred Shares have been issued.
Class C Preferred Shares
On April 9, 2024, the Company filed the Notice of Alteration with the State of British Columbia designating 1,000 shares (by amendment, now increased to 2,000 shares) out of the authorized but unissued shares of its preferred shares as Class C Preferred Shares with a stated value of $1,000 per share. The following is a summary of the principal terms of the Class C Preferred Shares as set forth in the Notice of Alteration. Capitalized terms not defined herein shall have the meaning assigned to them in the Notice of Alteration.
As of November 10, 2025, there are no Class C Preferred Shares outstanding.
Dividends. Pursuant to the Notice of Alteration, the Class C Preferred Shares shall receive cumulative dividends of 0% per annum, payable quarterly. Further, each holder of Class C Preferred Shares shall be entitled to receive, and the Company shall pay, dividends on shares of Class C Preferred Shares equal to (on an as-if-converted-to-Common-Stock basis) and in the same form as dividends actually paid on shares of the Common Share when, as and if such dividends are paid on shares of the Common Share.
So long as any Class C Preferred Shares are outstanding, neither the Company nor any of its subsidiaries may redeem, purchase or otherwise acquire directly or indirectly any common share and all other common share equivalents ( “Junior Securities”) or securities pari passu with the Class C Preferred Shares (“Pari Passu Securities”) other than any Class C Preferred Shares purchased to the terms of the Notice of Alteration. So long as any Class C Preferred Shares are outstanding, neither the Company nor any of its subsidiaries may directly or indirectly pay or declare any dividend or make any distribution upon (subject to limited exceptions exceptions), nor shall any distribution be made in respect of, any Junior Securities or Pari Passu Securities as long as any dividends due on the Class C Preferred Shares remain unpaid, nor shall any monies be set aside for or applied to the purchase or redemption (through a sinking fund or otherwise) of any Junior Securities or Pari Passu Securities.
Voting Rights. The Class C Preferred Shares will vote together with the Common Share on an as-converted basis subject to the Beneficial Ownership Limitation (as defined below). However, as long as any shares of Class C Preferred Shares are outstanding, the Company may not, without the affirmative vote of the holders of a majority of the then outstanding shares of the Class C Preferred Shares directly and/or indirectly (a) alter or change adversely the powers, preferences or rights given to the Class C Preferred Shares or alter or amend the Notice of Alteration, (b) authorize or create any class of stock ranking as to redemption or distribution of assets upon a Liquidation (as defined below) senior to, or otherwise pari passu with, the Class C Preferred Shares or, authorize or create any class of stock ranking as to dividends senior to, or otherwise pari passu with, the Class C Preferred Shares, or (c) enter into any agreement with respect to any of the foregoing.
Liquidation. Upon any liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary (a “Liquidation”), the holders of the Class C Preferred Shares shall be entitled to receive out of the assets, whether capital or surplus, of the Company an amount equal to the Stated Value, plus any accrued and unpaid dividends thereon and any other fees or liquidated damages then due and owing thereon under the Notice of Alteration, for each share of Class C Preferred Shares before any distribution or payment shall be made to the holders of any Junior Securities, and if the assets of the Company shall be insufficient to pay in full such amounts, then the entire assets to be distributed to the holders shall be ratably distributed among the holders in accordance with the respective amounts that would be payable on such shares if all amounts payable thereon were paid in full.
Conversion. Each share of Class C Preferred Share shall be convertible, at any time and from time to time, at the option of the holder, into that number of shares of Common Share, subject to certain beneficial ownership limitations, determined by dividing the Stated Value of such share of Class C Preferred Share by the Conversion Price. The “Conversion Price” for the Class C Preferred Stock shall be the lower of (i) $572.40, or (ii) 85% of the lesser of (a) the average of the closing price for the Common Share during the ten (10) trading day period immediately prior to the closing of the Purchase Agreement, and (b) the average closing price for the Common Share on the ten (10) trading days immediately prior to the conversion price, subject to adjustment as provided in the Notice of Alteration.
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Following the occurrence of a Triggering Event (as defined in the Notice of Alteration), the conversion price shall be the lowest of (i) One Dollar ($1.00), (ii) the then applicable conversion price; or (iii) twenty-five percent (25%) of the lowest traded price for the Common Shares during the fifteen (15) Trading Days preceding the relevant conversion.
Beneficial Ownership Limitation. The Company shall not affect any conversion of the Class C Preferred Shares, and a holder shall not have the right to convert any portion of the Class C Preferred Shares, to the extent that, after giving effect to the conversion, such holder would beneficially own in excess of 4.99% of the number of shares of the Common Share outstanding immediately after giving effect to the issuance of shares of Common Share issuable upon conversion of Class C Preferred Shares held by the applicable holder (the “Beneficial Ownership Limitation”).
Most Favored Nation. Until the date when no shares of Class C Preferred Shares are outstanding, upon any issuance by the Company of Class C Preferred Shares for cash consideration, (a “Subsequent Financing”), the Holder may elect, in its sole discretion, to exchange (in lieu of conversion), if applicable, all or some of the shares of Class C Preferred Shares then held for any securities or units issued in a Subsequent Financing on a $1.00 for $1.00 basis. If in such Subsequent Financing there are any contractual provisions or side letters that provide terms more favorable to the investors than the terms provided for under the Notice of Alteration, then the Company shall specifically notify the holder of the Class C Preferred Shares of such additional or more favorable terms and such terms, at holder’s option, shall become a part of the transaction documents with the holder.
Redemption. The Company shall have the right to redeem (a “Corporation Redemption”), all (or part) of the Class C Preferred Shares issued and outstanding at any time after the Original Issue Date, at its discretion and upon three (3) trading days written notice to the holders, redeem all the Class C Preferred Shares at the following premium: (i) within the first ninety (90) calendar days from issuance, at a price equal to 1.25, multiplied by the sum of the Stated Value, all accrued but unpaid dividends and all other amounts due pursuant to the Notice of Alteration for all Class C Preferred Shares; and (ii) after ninety (90) calendar days but within one hundred eighty (180) calendar days from issuance, at a price equal to 1.35 multiplied by the sum of the Stated Value, all accrued but unpaid dividends and all other amounts due pursuant to the Notice of Alteration for all Class C Preferred Shares.
Upon the occurrence of a Triggering Event and following a five (5) trading day opportunity to cure following written notice, each holder shall have the right, exercisable at the sole option of such holder, to require the Company to redeem all of the Class C Preferred Shares then held by such holder for a redemption price, in cash, equal to the Triggering Redemption Amount, and increase the dividend rate on all of the outstanding Class C Preferred Shares held by such holder to 18% per annum thereafter. The Triggering Redemption Amount, whether payable in cash or in shares, shall be due and payable or issuable, as the case may be, within five (5) trading days of the date on which the notice for the payment therefor is provided by a holder. If the Corporation fails to pay in full the Triggering Redemption Amount hereunder on the date such amount is due (whether in cash or shares of Common Share), the Company will pay interest thereon at a rate equal to the lesser of 18% per annum or the maximum rate permitted by applicable law, accruing and compounding daily from such date until the Triggering Redemption Amount, plus all such interest thereon, is paid in full. The Triggering Redemption Amount means for each share of Class C Preferred Shares, the sum of (x) 150% of the Stated Value, (y) all accrued but unpaid dividends thereon, and (z) all liquidated damages, Late Fees and other costs, expenses or amounts due in respect of the Class C Preferred Shares including, but not limited to legal fees and expenses of legal counsel to the holder in connection with, related to and/or arising out of a Triggering Event.
Trading Market. There is no established trading market for any of the Class C Preferred Shares, and we do not expect a market to develop. We do not intend to apply for a listing for any of the Class C Preferred Shares on any securities exchange or other nationally recognized trading system. Without an active trading market, the liquidity of the Class C Preferred Shares will be limited.
Amendment to Class C Preferred Shares
On October 25, 2024, our Board approved amendments to the earlier filed Notice of Alteration, increasing the designated Class C Preferred Shares from 1,000 shares to 2,000 shares of Class C Preferred Shares, with a stated value of $1,000 per share. The said amendment to the Notice of Alteration was filed with the State of British Columbia on October 29, 2024.
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We are registering Warrants to purchase Debt Securities, Common Shares, Preferred Shares, or any combination thereof. We may issue Warrants independently or together with any other securities offered by a prospectus supplement. Warrants may be attached to or separate from such securities and may or may not be transferable. Each series of Warrants will be issued under a separate warrant agreement we will enter into with a warrant agent specified in the applicable prospectus supplement. The warrant agent will act solely as our agent in connection with the warrants of a particular series and will not assume any obligation or relationship of agency or trust for or with any holders or beneficial owners of warrants. In connection with any Warrants, we may enter into a standby underwriting agreement with one or more underwriters pursuant to which the underwriters will agree to purchase any securities underlying such Warrants that remain unpurchased upon the expiration of such Warrants. The issuance of Warrants is subject to our articles and notice of articles, the BCBCA, and the prior approval of the board of directors and, if applicable, shareholders at a general meeting.
To the extent appropriate, the applicable prospectus supplement will describe the specific terms of the Warrants offered thereby, including the following:
| ● | the title of the Warrants; | |
| ● | the aggregate number of the Warrants; | |
| ● | the price or prices, if any, at which the Warrants will be issued; | |
| ● | the currency or currency units in which the offering price, if any, and the exercise price, are payable; | |
| ● | the extent to which the Warrants are not transferable; | |
| ● | the designation, number or principal amount and terms of the Debt Securities and/or Common Shares and/or Preferred Shares purchasable upon exercise of the Warrants; | |
| ● | the designation and terms of the other securities, if any, with which the Warrants are issued and the number of Warrants issued with each security; | |
| ● | the date, if any, on and after which the Warrants and the related underlying securities will be separately transferable; | |
| ● | the price at which each underlying security purchasable upon exercise of the Warrants may be purchased; | |
| ● | the date on which the right to exercise the Warrants will commence and the date on which that right will expire or, if you may not continuously exercise the warrants throughout the period, the specific date or dates on which you may exercise the Warrants; | |
| ● | whether the Warrant will be issued in definitive or global form or in any combination of these forms, although, in any case, the form of a Warrant included in a Unit will correspond to the form of the unit and of any security included in that Unit; | |
| ● | the identity of the warrant agent or of any other depositaries, execution or paying agents, transfer agents, registrars or other agents; | |
| ● | the maximum or minimum number of the Warrants that may be exercised at any one time; | |
| ● | information with respect to book-entry procedures, if any; | |
| ● | in connection with Warrants denominated as Rights, the extent of any over-subscription privilege with respect to unsubscribed securities; | |
| ● | the anti-dilution provisions of the Warrants, if any; |
| ● | any redemption or call provisions; | |
| ● | whether the Warrants may be sold separately or with other securities as part of Units; | |
| ● | any material Canadian and United States federal income tax consequences; | |
| ● | the material terms of any standby underwriting arrangement entered into by us in connection with any Warrants; and | |
| ● | any other terms of the Warrants, including terms, procedures and limitations relating to the transferability, exchange and exercise of the Warrants. |
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We may issue to our shareholders Rights to purchase our Common Shares, Preferred Shares, or Debt Securities. The following description sets forth certain general terms and provisions of the Rights that we may offer pursuant to this prospectus, or any combination of those securities in the form of Units, as described in the applicable prospectus supplement. The particular terms of the Rights and the extent, if any, to which the general terms and provisions may apply to the Rights so offered will be described in the applicable prospectus supplement. To the extent that any particular terms of the Rights, rights agreement (if any) or Rights certificates described in a prospectus supplement differ from any of the terms described below, then the terms described below will be deemed to have been superseded by that prospectus supplement. We encourage you to read the applicable rights agreement (if any) and Rights certificate for additional information before you decide whether to purchase any of our Rights.
Rights may be issued independently or together with any other security offered by this prospectus, or any combination of those securities in the form of Units, as described in the applicable prospectus supplement, and may or may not be transferable by the shareholder receiving the Rights in the Rights offering. Each series of Rights may be issued under a separate rights agreement to be entered into between us and a bank or trust company, as rights agent. The Rights agent, if any, will act solely as our agent in connection with the certificates relating to the rights of the series of certificates and will not assume any obligation or relationship of agency or trust for or with any holders of Rights certificates or beneficial owners of Rights. In connection with any Rights offering, we may enter into a standby underwriting agreement with one or more underwriters pursuant to which the underwriter will purchase any securities that remain unsubscribed for upon completion of the Rights offering, or offer these securities to other parties who are not our shareholders. A copy of the form of Rights certificate will be filed with the SEC each time we issue Rights, and you should read that document for provisions that may be important to you. The issuance of Rights is subject to our articles and notice of articles, the BCBCA, the prior approval of the board of directors and, if applicable, shareholders at a general meeting.
The applicable prospectus supplement relating to any Rights will describe the terms of the offered Rights, including, where applicable, the following:
| ● | the date for determining the shareholders entitled to the Rights distribution; | |
| ● | the exercise price for the Rights; | |
| ● | the number of Rights issued to each shareholder and the aggregate number of Rights issued; | |
| ● | the exercise price payable for each Common Share or Preferred Share or Debt Security upon the exercise of the Rights; | |
| ● | the number and terms of the Common Shares or Preferred Shares or Debt Securities which may be purchased per Right; | |
| ● | the extent to which the Rights are transferable and the date, if any, on and after the Rights may be separately transferred; | |
| ● | the date on which the right to exercise the Rights will commence and the date on which the right to exercise the Rights will expire; |
| ● | the method by which holders of Rights will be entitled to exercise; | |
| ● | the conditions to the completion of the offering; if any; | |
| ● | the withdrawal, termination and cancellation rights, if any; | |
| ● | the extent to which the Rights include an over-subscription privilege with respect to unsubscribed securities; | |
| ● | the material terms of any standby underwriting arrangement entered into by us in connection with the Rights offering; and | |
| ● | any other terms of the Rights, including terms, procedures and limitations relating to the exchange and exercise of the Rights; |
Holders may exercise rights as described in the applicable prospectus supplement. Upon receipt of payment and the Rights certificate properly completed and duly executed at the corporate trust office of the rights agent or any other office indicated in the prospectus supplement, we will, as soon as practicable, forward the Common Shares or other securities, as applicable, purchasable upon exercise of the Rights. The issuance of rights agreements is subject to our articles and notice of articles, the BCBCA, and the prior approval of the board of directors and shareholders at a general meeting.
Rights Agent
The Rights agent (if any) for any Rights we offer will be set forth in the applicable prospectus supplement.
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DESCRIPTION OF PURCHASE CONTRACTS
We may issue Purchase Contracts, including contracts obligating holders to purchase from us, and obligating us to sell to the holders, a specified number of Common Shares, Preferred Shares, Warrants, Rights, Debt Securities, or any combination thereof, at a future date or dates. The price per security of the securities and the number of securities may be fixed at the time the Purchase Contracts are issued or may be determined by reference to a specific formula set forth in the Purchase Contracts. The Purchase Contracts also may require us to make periodic payments to the holders of the Purchase Contracts, or vice versa, and those payments may be unsecured or refunded on some basis. The Purchase Contracts may require holders to secure their obligations thereunder in a specified manner and may provide for the prepayment of all or part of the consideration payable by holders in connection with the purchase of the underlying security or other property pursuant to the Purchase Contracts. The securities related to Purchase Contracts may be pledged to a collateral agent for our benefit pursuant to a pledge agreement to secure the obligations of holders of the Purchase Contracts to purchase the underlying security or property under the related Purchase Contracts. The rights of holders of Purchase Contracts to the related pledged securities will be subject to our security interest therein created by the pledge agreement. No holder of Purchase Contracts will be permitted to withdraw the pledged securities related to such Purchase Contracts from the pledge arrangement.
Subject to any restrictions under to our articles, notice of articles, or the BCBCA, the Purchase Contracts may obligate us to purchase from holders, and obligate holders to sell to us, a specific or variable number of our Common Shares, Preferred Shares, Warrants, Rights, Debt Securities, or any combination thereof.
The prospectus supplement relating to any particular issuance of Purchase Contracts will describe the terms of the Purchase Contracts. The description in the prospectus supplement will not necessarily be complete, and reference will be made to the Purchase Contracts, and, if applicable, collateral or depositary arrangements, relating to the Purchase Contracts, which will be filed with the SEC each time we issue purchase contracts. U.S. federal income tax considerations applicable to the Purchase Contracts will also be discussed in the prospectus supplement.
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DESCRIPTION OF DEBT SECURITIES
We may issue, separately or together with, or upon conversion, exercise or exchange of other securities, Debt Securities from time to time in one or more series, as set forth in the applicable prospectus supplement. We may issue senior Debt Securities or subordinated Debt Securities under separate indentures between us and an indenture trustee to be named in a prospectus supplement, which may be supplemented or amended from time to time following their execution. The senior Debt Securities will be our direct, unsecured general obligations, will constitute senior indebtedness, and will have the same rank as our other senior indebtedness. The subordinated Debt Securities will be our direct, unsecured general obligations. The subordinated Debt Securities will be subordinate and junior in right of payment to all senior indebtedness and, in certain circumstances relating to our dissolution, winding-up, liquidation, or reorganization, to all other financial obligations. Unless otherwise specified in the applicable prospectus supplement, the amount of debt, including senior indebtedness, or other financial obligations we may incur will not be limited.
Senior Debt Securities would be issued under a senior indenture and subordinated Debt Securities would be issued under a subordinated indenture. The senior indenture and subordinated indenture are referred to individually in this prospectus as the “indenture”, and collectively as the “indentures.” We will file the indentures as an exhibit to a Form 6-K or as an amendment to the registration statement of which this prospectus is a part and which are incorporated by reference into this prospectus.
The particular terms of a series of Debt Securities will be described in a prospectus supplement relating to such series of Debt Securities. The indentures will be subject to and governed by the Trust Indenture Act of 1939, as amended. Unless otherwise stated in the applicable prospectus supplement, we will not be limited in the amount of Debt Securities that we may issue, and neither the senior Debt Securities nor the subordinated Debt Securities will be secured by any of our property or assets. Thus, by owning Debt Securities, you will be one of our unsecured creditors.
The following is a description of the material features, terms and provisions of Debt Securities that we may offer. The following summary does not purport to be complete and is subject to, and is qualified in its entirety by reference to, the indentures. The indentures, and any supplemental indentures, will contain the full legal text of the matters described in this section of the prospectus and their terms may vary from the description set forth herein. Because this section is a summary, it does not describe every aspect of the Debt Securities or any applicable indentures or supplemental indenture. Your rights will be defined by the terms of any applicable indenture or supplemental indenture, not the summary provided herein. This summary is also subject to and qualified by reference to the description of the particular terms of a particular series of Debt Securities described in the applicable prospectus supplement or supplements. You should carefully consider the actual provisions of the indentures and any supplemental indentures.
The Debt Securities may be denominated and payable in U.S. dollars. We may also issue Debt Securities, from time to time, with the principal amount, interest or other amounts payable on any relevant payment date to be determined by reference to one or more currency exchange rates, securities or baskets of securities, commodity prices, indices or any other financial, economic or other measure or instrument, including the occurrence or non-occurrence of any event or circumstance. In addition, we may issue Debt Securities as part of any Units issued by us. All references in this prospectus or any prospectus supplement to other amounts will include premiums, if any, other cash amounts payable under the applicable indenture, and the delivery of securities or baskets of securities under the terms of the Debt Securities. Debt securities may bear interest at a fixed rate, which may be zero, or a floating interest rate.
We are not obligated to issue all Debt Securities of one series at the same time and, unless otherwise provided in the applicable prospectus supplement, we may reopen a series, without the consent of the holders of the outstanding Debt Securities of that series, for the issuance of additional Debt Securities of that series. Additional Debt Securities of a particular series will have the same terms and conditions as outstanding Debt Securities of such series, except for the issue date and, in some cases, the public offering price and the first interest payment date, and will be consolidated with, and form a single series with, such outstanding Debt Securities; provided, however, that if such additional Debt Securities are not fungible with the outstanding Debt Securities of such series for U.S. federal income tax purposes, the additional Debt Securities will have a separate CUSIP number.
If we denominate the purchase price of any of the Debt Securities in a foreign currency or currencies, or if the principal of and any premium and interest on any series of Debt Securities is payable in a foreign currency or currencies, we will provide you with information on the restrictions, elections, general tax considerations, specific terms and other information with respect to that issue of Debt Securities and such foreign currency or currencies in the applicable prospectus supplement.
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The prospectus supplement will set forth, among other things:
| ● | the title of Debt Securities; | |
| ● | the price or prices (expressed as a percentage of the principal amount) at which we will sell the Debt Securities; | |
| ● | whether the Debt Securities will be senior Debt Securities or subordinated Debt Securities, and if they are subordinated Debt Securities, the terms of the subordination; | |
| ● | any limit on the aggregate principal amount of the Debt Securities and the right, if any, to extend such date or dates; | |
| ● | the date or dates on which we will pay the principal on the Debt Securities; | |
| ● | the rate or rates (which may be fixed or variable) per annum or the method used to determine the rate or rates (including any commodity, commodity index, stock exchange index or financial index) at which the Debt Securities will bear interest, the date or dates from which interest will accrue, the date or dates on which interest will commence and be payable and any regular record date for the interest payable on any interest payment date; | |
| ● | the right, if any, to extend the interest periods and the duration of that extension; | |
| ● | the place or places where principal of, and premium and interest on, the Debt Securities will be payable; | |
| ● | the terms and conditions upon which we may redeem the Debt Securities; | |
| ● | any obligation we have to redeem or purchase the Debt Securities pursuant to any sinking fund or analogous provisions or at the option of a holder of Debt Securities; | |
| ● | the dates on which and the price or prices at which we will repurchase Debt Securities at the option of the holders of Debt Securities and other detailed terms and provisions of these repurchase obligations; | |
| ● | the denominations in which the Debt Securities will be issued, if other than minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof; | |
| ● | whether the Debt Securities will be issued in the form of certificated Debt Securities or global Debt Securities; | |
| ● | the portion of principal amount of the Debt Securities payable upon declaration of acceleration of the maturity date, if other than the principal amount; | |
| ● | the designation of the currency or currencies in which payment of principal of, and premium and interest on, the Debt Securities will be made if other than U.S. dollars; | |
| ● | any provisions relating to any security provided for the Debt Securities; | |
| ● | any addition to or change in the events of default described in this prospectus or in the indenture with respect to the Debt Securities and any change in the acceleration provisions described in this prospectus or in the indenture with respect to the Debt Securities; | |
| ● | any addition to or change in the covenants described in this prospectus or in the indenture with respect to the Debt Securities; | |
| ● | any other terms of the Debt Securities, which may modify or delete any provision of the indenture as it applies to that series; | |
| ● | if and as applicable, the terms and conditions of any right to exchange for or convert Debt Securities of the series into shares of our Common Shares or our Preferred Shares or other securities of another person; and | |
| ● | any depositaries, interest rate calculation agents, exchange rate calculation agents or other agents with respect to the Debt Securities. |
The foregoing is not intended to be an exclusive list of the terms that may be applicable to any offered Debt Securities.
We may issue Debt Securities that provide for an amount less than their stated principal amount to be due and payable upon declaration of acceleration of their maturity pursuant to the terms of the indenture. We will provide you with information on the federal income tax considerations and other special considerations applicable to any of these Debt Securities in the applicable prospectus supplement. The issuance of Debt Securities is subject to our articles and notice of articles, the BCBCA, and the prior approval of the board of directors and, if applicable, shareholders at a general meeting.
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Exchange and Transfer
Debt Securities may be transferred or exchanged at the office of the registrar or co-registrar designated by us.
We will not impose a service charge for any transfer or exchange, but we may require holders to pay any tax or other governmental charges associated with any transfer or exchange.
In the event of any potential redemption of Debt Securities of any series, we will not be required to:
| ● | issue, register the transfer of, or exchange, any Debt Security of that series during a period beginning at the opening of 15 business days before the day of sending of a notice of redemption and ending at the close of business on the day such notice is sent; or | |
| ● | register the transfer of or, exchange any, Debt Security of that series selected, called or being called for redemption, in whole or in part, except the unredeemed portion being redeemed in part. |
We may initially appoint the trustee as the registrar. Any transfer agent, in addition to the registrar initially designated by us, will be named in the prospectus supplement. We may designate additional transfer agents or change transfer agents or change the office of the transfer agent. However, we will be required to maintain a transfer agent in each place of payment for the Debt Securities of each series.
Global Securities
The Debt Securities of any series may be represented, in whole or in part, by one or more global securities. Each global security will:
| ● | be registered in the name of a depositary that we will identify in a prospectus supplement; | |
| ● | be deposited with the depositary or its nominee; and | |
| ● | bear any required legends. |
No global security may be exchanged in whole or in part for Debt Securities registered in the name of any person other than the depositary or any nominee unless:
| ● | the depositary has notified us that it is unwilling or unable to continue as depositary or has ceased to be qualified to act as depositary, and in either case we fail to appoint a successor depositary registered as a clearing agency under the Exchange Act within 90 days of such event; | |
| ● | we execute and deliver to the trustee an officer’s certificate to the effect that such global securities shall be so exchangeable; or | |
| ● | an event of default with respect to the Debt Securities represented by such global securities shall have occurred and be continuing. |
As long as the depositary, or its nominee, is the registered owner of a global security, the depositary or nominee will be considered the sole owner and holder of the Debt Securities represented by the global security for all purposes under the indenture. Except in the above limited circumstances, owners of beneficial interests in a global security:
| ● | will not be entitled to have the Debt Securities registered in their names; | |
| ● | will not be entitled to physical delivery of certificated Debt Securities; and | |
| ● | will not be considered to be holders of those Debt Securities under the indenture. |
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Payments on a global security will be made to the depositary or its nominee as the holder of the global security. Some jurisdictions have laws that require that certain purchasers of securities take physical delivery of such securities in definitive form. These laws may impair the ability to transfer beneficial interests in a global security.
Institutions that have accounts with the depositary or its nominee are referred to as “participants.” Ownership of beneficial interests in a global security will be limited to participants and to persons that may hold beneficial interests through participants. The depositary will credit, on its book-entry registration and transfer system, the respective principal amounts of Debt Securities represented by the global security to the accounts of its participants. Each person owning a beneficial interest in a global security must rely on the procedures of the depositary (and, if such person is not a participant, on procedures of the participant through which such person owns its interest) to exercise any rights of a holder under the indenture.
Ownership of beneficial interests in a global security will be shown on and effected through records maintained by the depositary, with respect to participants’ interests, or by any participant, with respect to interests of persons held by participants on their behalf. Payments, transfers and exchanges relating to beneficial interests in a global security will be subject to policies and procedures of the depositary. The depositary policies and procedures may change from time to time. Neither we nor the trustee will have any responsibility or liability for the depositary’s or any participant’s records with respect to beneficial interests in a global security.
Payment and Paying Agent
The provisions of this subsection will apply to the Debt Securities unless otherwise indicated in the prospectus supplement. Payment of interest on a Debt Security on any interest payment date will be made to the person in whose name the Debt Security is registered at the close of business on the regular record date. Payment on Debt Securities of a particular series will be payable at the office of a paying agent or paying agents designated by us. However, at our option, we may pay interest by mailing a check to the record holder.
We may also name any other paying agents in the prospectus supplement. We may designate additional paying agents, change paying agents or change the office of any paying agent. However, we will be required to maintain a paying agent in each place of payment for the Debt Securities of a particular series.
All moneys paid by us to a paying agent for payment on any Debt Security that remain unclaimed at the end of two years after such payment was due will be repaid to us. Thereafter, the holder may look only to us for such payment.
Consolidation, Merger and Paying Agent
Except as otherwise set forth in the applicable prospectus supplement, we may not consolidate with or merge into any other person, in a transaction in which we are not the surviving corporation, or convey, transfer or lease our properties and assets substantially as an entirety to, any person, unless:
| ● | the successor assumes our obligations on the Debt Securities and under the indenture pursuant to a supplemental indenture or other agreements in form reasonably satisfactory to the trustee; | |
| ● | immediately after giving effect to the transaction and treating our obligations in connection with or as a result of such transaction as having been incurred as of the time of such transaction, no default or event of default shall have occurred and be continuing under the indenture; and | |
| ● | certain other conditions are met. |
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Event of Default
Event of default means, with respect to any series of Debt Securities, any of the following:
| ● | default in the payment of any interest on any Debt Security of that series when it becomes due and payable, and continuance of that default for a period of 90 days; | |
| ● | default in the payment of principal of, or premium on, any Debt Security of that series when due and payable; | |
| ● | default in the performance or breach of any other covenant or warranty by us in the indenture (other than a covenant or warranty that has been included in the indenture solely for the benefit of a series of Debt Securities other than that series), which default continues uncured for a period of 90 days after we receive written notice from the trustee or we and the trustee receive written notice from the holders of not less than a majority in aggregate principal amount of the outstanding Debt Securities of that series as provided in the indenture; | |
| ● | certain events of bankruptcy, insolvency or reorganization of our Company; and | |
| ● | any other event of default provided with respect to Debt Securities of that series that is described in the applicable prospectus supplement. |
No event of default with respect to a particular series of Debt Securities (except as to certain events of bankruptcy, insolvency or reorganization) necessarily constitutes an event of default with respect to any other series of Debt Securities. The occurrence of an event of default may constitute an event of default under our bank credit agreements in existence from time to time. In addition, the occurrence of certain events of default or an acceleration under the indenture may constitute an event of default under certain of our other indebtedness outstanding from time to time.
If an event of default (other than an event of default resulting from certain events of bankruptcy, insolvency or reorganization) with respect to Debt Securities of any series at the time outstanding occurs and is continuing, then the trustee or the holders of not less than 25% in aggregate principal amount of the outstanding Debt Securities of that series may, by a notice in writing to us (and to the trustee if given by the holders), declare to be due and payable immediately the principal (or, if the Debt Securities of that series are discount securities, that portion of the principal amount as may be specified in the terms of that series) of, and accrued and unpaid interest, if any, on all Debt Securities of that series. In the case of an event of default resulting from certain events of bankruptcy, insolvency or reorganization, the principal (or such specified amount) of and accrued and unpaid interest, if any, on all outstanding Debt Securities will become and be immediately due and payable without any declaration or other act on the part of the trustee or any holder of outstanding Debt Securities. At any time after a declaration of acceleration with respect to Debt Securities of any series has been made, the holders of a majority in aggregate principal amount of the outstanding Debt Securities of that series may rescind and annul the acceleration if all events of default, other than the non-payment of accelerated principal and interest, if any, with respect to Debt Securities of that series, have been cured or waived and all sums paid or advanced by the trustee and the reasonable compensation expenses and disbursements of the trustee and its agents and counsel have been paid as provided in the indenture.
The indenture may provide that the trustee will be under no obligation to exercise any of its rights or powers under the indenture at the request of any holder of outstanding Debt Securities, unless the trustee receives indemnity satisfactory to it against any loss, liability or expense. Subject to certain rights of the trustee, the holders of a majority in principal amount of the outstanding Debt Securities of any series will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the trustee or exercising any trust or power conferred on the trustee with respect to the Debt Securities of that series.
No holder of any Debt Security of any series will have any right to institute any proceeding, judicial or otherwise, with respect to the indenture or for the appointment of a receiver or trustee, or for any remedy under the indenture, unless:
| ● | that holder has previously given to the trustee written notice of a continuing event of default with respect to Debt Securities of that series; and | |
| ● | the holders of at least 25% in aggregate principal amount of the outstanding Debt Securities of that series have made written request, and offered indemnity satisfactory to the trustee, to the trustee to institute the proceeding as trustee, and the trustee has not received from the holders of a majority in aggregate principal amount of the outstanding Debt Securities of that series a direction inconsistent with that request and has failed to institute the proceeding within 60 days. |
Notwithstanding the foregoing, the holder of any Debt Security will have an absolute and unconditional right to receive payment of the principal of, and premium and any interest on, that Debt Security on or after the due dates expressed in that Debt Security and to institute suit for the enforcement of such payment.
The indenture may require us, within 120 days after the end of our fiscal year, to furnish to the trustee a statement as to compliance with the indenture. The indenture may provide that the trustee may withhold notice to the holders of Debt Securities of any series of any default or event of default (except in payment on any Debt Securities of that series) with respect to Debt Securities of that series if it in good faith determines that withholding notice is in the interest of the holders of those Debt Securities.
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Modification and Waiver
We may amend or modify the indenture without the consent of any holder of Debt Securities of the series affected by the modifications or amendments in order to:
| ● | cure any ambiguity, defect or inconsistency, provided that the interests of the holders are not adversely affected; | |
| ● | conform the text of the indenture or the Debt Securities to any corresponding provision of this “Description of Debt Securities”, as evidenced by an officer’s certificate; | |
| ● | provide for the issuance of additional Debt Securities; | |
| ● | provide for the assumption of our obligations in the case of a merger or consolidation and our discharge upon such assumption; | |
| ● | add covenants or make any change that would provide any additional rights or benefits to the holders of the Debt Securities; | |
| ● | add guarantees with respect to the Debt Securities; | |
| ● | provide for uncertificated Debt Securities in addition to or in place of certificated Debt Securities; | |
| ● | secure the Debt Securities; | |
| ● | add or appoint a successor or separate trustee; | |
| ● | make any change that does not adversely affect the interests of any holder of Debt Securities; or | |
| ● | obtain or maintain the qualification of the indenture under the Trust Indenture Act of 1939, as amended. |
Other amendments and modifications of the indenture or the Debt Securities issued may be made with the consent of the holders of at least a majority of the aggregate principal amount of the outstanding Debt Securities of the affected series, and our compliance with any provision of the indenture with respect to the Debt Securities may be waived by written notice to the trustee by the holders of a majority of the aggregate principal amount of the outstanding Debt Securities of the affected series. However, no modification or amendment may, without the consent of the holder of each outstanding Debt Security of the affected series:
| ● | reduce the principal amount, any premium or change the fixed maturity of any Debt Security or alter or waive any of the provisions with respect to the redemption or repurchase of the Debt Securities; | |
| ● | change the place of payment or currency in which principal, any premium or interest is paid; | |
| ● | impair the right to institute suit for the enforcement of any payment on the Debt Securities; | |
| ● | waive a payment default with respect to the Debt Securities; | |
| ● | reduce the interest rate or extend the time for payment of interest on the Debt Securities; | |
| ● | make any change to the amendment and modification provisions in the indenture; or | |
| ● | reduce the percentage in principal amount outstanding of Debt Securities, the consent of the holders of which is required for any of the foregoing modifications or otherwise necessary to modify, supplement or amend the indenture or to waive any past default. |
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Except for certain specified provisions, the holders of at least a majority in principal amount of the outstanding Debt Securities of an affected series may, on behalf of the holders of all Debt Securities of such series, waive our compliance with provisions of the indenture. The holders of a majority in aggregate principal amount of the outstanding Debt Securities of such series may, on behalf of the holders of all the Debt Securities of such series, waive any past default under the indenture with respect to such Debt Securities and its consequences, except a default in the payment of the principal of, or premium or any interest on, any Debt Security or in respect of a covenant or provision that cannot be modified or amended without the consent of all of the holders of the outstanding Debt Securities of the affected series; provided, however, that the holders of a majority in aggregate principal amount of the outstanding Debt Securities of such series may rescind and annul an acceleration and its consequences, including any related payment default that resulted from the acceleration.
Defeasance of Debt Securities and Certain Covenants in Certain Circumstances
Legal Defeasance. The indenture may provide that, in certain circumstances, we may be discharged from any and all obligations in respect of the Debt Securities of any series (except for certain obligations to register the transfer or exchange of Debt Securities, to replace stolen, lost or mutilated Debt Securities, and to maintain paying agencies and certain provisions relating to the treatment of funds held by paying agents). We will be so discharged upon the deposit with the trustee, in trust, of money and/or U.S. government obligations that, through the payment of interest and principal in accordance with their terms, will provide money in an amount sufficient in the opinion of a nationally recognized firm of independent public accountants to pay and discharge each installment of principal, premium and interest in accordance with the terms of the indenture and the Debt Securities of that series.
This discharge may occur only if, among other things, we have delivered to the trustee an opinion of counsel stating that we have received from, or there has been published by, the U.S. Internal Revenue Service a ruling or, since the date of execution of the indenture, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the beneficial owners of the Debt Securities of the applicable series will not recognize income, gain or loss for U.S. federal income tax purposes as a result of the deposit, defeasance and discharge and will be subject to U.S. federal income tax on the same amounts and in the same manner and at the same times as would have been the case if the deposit, defeasance and discharge had not occurred.
Defeasance of Certain Covenants. The indenture may provide that, upon compliance with certain conditions, we may omit to comply with certain covenants set forth in the indenture, and any omission to comply with those covenants will not constitute a default or an event of default with respect to the Debt Securities of the applicable series, or covenant defeasance.
The conditions include:
| ● | depositing with the trustee money and/or U.S. government obligations that, through the payment of interest and principal in accordance with their terms, will provide money in an amount sufficient in the opinion of a nationally recognized firm of independent public accountants to pay and discharge each installment of principal of, premium and interest in accordance with the terms of the indenture and the Debt Securities of the applicable series; and | |
| ● | delivering to the trustee an opinion of counsel to the effect that the beneficial owners of the Debt Securities of the applicable series will not recognize income, gain or loss for U.S. federal income tax purposes as a result of the deposit and related covenant defeasance and will be subject to U.S. federal income tax on the same amounts and in the same manner and at the same times as would have been the case if the deposit and related covenant defeasance had not occurred. |
Conversion and Exchange Rights
If specified in the applicable prospectus supplement, the Debt Securities of a series may be convertible into or exchangeable for Common Shares or Preferred Shares or other securities of us or another entity. We will describe in the applicable prospectus supplement, among other things, any required shareholder approvals for the conversion and issuance of shares, the conversion or exchange rate or price and any adjustments thereto, the conversion or exchange period or periods, provisions as to whether conversion or exchange will be mandatory, at our option or at the option of the holders of that series of Debt Securities, and provisions affecting conversion or exchange in the event of the redemption of that series of Debt Securities.
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We may issue Units comprising one or more securities described in this prospectus in any combination. The following description sets forth certain general terms and provisions of the Units that we may offer pursuant to this prospectus. The particular terms of the Units and the extent, if any, to which the general terms and provisions may apply to the Units so offered will be described in the applicable prospectus supplement. The issuance of Units is subject to our articles and notice of articles, the BCBCA, and the prior approval of the board of directors and shareholders at a general meeting.
We will incorporate by reference from reports that we file with the SEC, the form of unit agreement that describes the terms of the series of Units we are offering, and any supplemental agreements, before the issuance of the related series of Units. The following summaries of material terms and provisions of the Units are subject to, and qualified in their entirety by reference to, all the provisions of the unit agreement and any supplemental agreements applicable to a particular series of Units. We urge you to read the applicable prospectus supplements related to the particular series of Units that we may offer under this prospectus, as well as any related free writing prospectuses and the complete unit agreement and any supplemental agreements that contain the terms of the Units.
Each Unit will be issued so that the holder of the Unit is also the holder of each security included in the Unit. Thus, the Unit will have the rights and obligations of a holder of each included security. Units will be issued pursuant to the terms of a unit agreement, which may provide that the securities included in the Unit may not be held or transferred separately at any time or at any time before a specified date. A copy of the forms of the unit agreement and the unit certificate relating to any particular issue of Units will be filed with the SEC each time we issue Units, and you should read those documents for provisions that may be important to you.
The prospectus supplement relating to any particular issuance of Units will describe the terms of those Units, including, to the extent applicable, the following:
| ● | the designation and terms of the Units and the securities comprising the Units, including whether and under what circumstances those securities may be held or transferred separately; | |
| ● | any provision for the issuance, payment, settlement, transfer or exchange of the Units or of the securities comprising the Units; | |
| ● | any provision of the governing unit agreement that different from those described below; and | |
| ● | whether the Units will be issued in fully registered or global form. |
The provisions described in this section, as well as those set forth in any prospectus supplement or as described under “Description of Common Shares”, “Description of Preferred Shares,” “Description of Warrants”, “Description of Rights”, “Description of Purchase Contracts” and “Description of Debt Securities” will apply to each Unit, as applicable, and to any Common Share, Preferred Share, Warrant, Right, Purchase Contract or Debt Security, included in each Unit, as applicable.
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This prospectus relates to the offer and sale by the selling shareholders indicated below (the “Selling Shareholders”) of 16,825,575 Common Shares .
The table below lists the Selling Shareholders and other information regarding the beneficial ownership of the Common Shares by the Selling Shareholders. The second column lists the number of Common Shares beneficially owned by the Selling Shareholders, based on its ownership of the Common Shares, as of November 10, 2025, without regard to any limitations on exercises or conversion, as applicable. The third column lists the Common Shares being offered by this prospectus by the Selling Shareholder.
This prospectus generally covers the resale of the sum of the maximum number of Common Shares. The fourth column assumes the sale of all of the shares offered by the Selling Shareholders pursuant to this prospectus. The fourth column assumes the sale of all of the shares offered by the Selling Shareholders pursuant to this prospectus.
The Selling Shareholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.”
| Selling Shareholder(1) | Number
of Common Shares Owned Prior to Offering | Maximum
Number of Common Shares to be Sold Pursuant to this Prospectus(2) | Number
of Common Shares Owned After the Offering | Percentage
of Common Shares Owned After the Offering | ||||||||||
| Sapir LLC(4) | 1,626,478 | 1,626,478 | (3) | 0 | * | |||||||||
| Rakefet LLC(5) | 1,626,478 | 1,626,478 | (3) | 0 | * | |||||||||
| Vilna Investments Ventures Limited(6) | 1,626,461 | 1,626,461 | (3) | 0 | * | |||||||||
| Eniac AI Limited(7) | 2,019,069 | 2,019,069 | (3) | 0 | * | |||||||||
| Eland Toyar Limited(8) | 2,019,069 | 2,019,069 | (3) | 0 | * | |||||||||
| Really Bright (HK) Limited(9) | 841,279 | 841,279 | (3) | 0 | * | |||||||||
| TechTime Ventres Ltd.(10) | 1,388,110 | 1,388,110 | (3) | 0 | * | |||||||||
| BingBoom Labs Limited(11) | 715,087 | 715,087 | (3) | 0 | * | |||||||||
| EagleThink Technology Limited(12) | 1,388,110 | 1,388,110 | (3) | 0 | * | |||||||||
| Genefish Technology Limited(13) | 715,087 | 715,087 | (3) | 0 | * | |||||||||
| Yukun Wu(14) | 1,177,791 | 1,177,791 | (3) | 0 | * | |||||||||
| Bedford Country Limited(15) | 1,682,558 | 1,682,558 | (3) | 0 | * | |||||||||
(1) This table and the information in the notes below are based upon information supplied by the Selling Stockholders.
(2) This number assumes the sale of the maximum amount of the Selling Shareholder’s shares to be sold pursuant to this prospectus.
(3) Consists solely of already issued shares distributed in connection with the merger of Core Gaming Inc. with and into Siyata Core Acquisition U.S., Inc., a wholly owned subsidiary of Siyata Mobile Inc. (now Core AI Holdings, Inc.)
(4) Sapir LLC is 100% owned by Aitan Zacharin. The address of Sapir LLC is 25 SE 2nd Avenue, Suite 550, Miami, FL 33131.
(5) Rakefet LLC is 100% owned by Elana Zacharin, the mother of Aitan Zacharin. The address of Rakefet LLC is 4315 Falls Gable Lane, Suite E, Baltimore, Maryland 21209.
(6) Vilna Investments Ventures Limited is 100% owned by Matthew Moshal. The address of Vilna Investments Limited is House of Francis Room 303, Ile Du Port, Mahe, Seychelles.
(7) Consists of 2,019,069 common shares owned of record directly by Eniac AI which are 100% owned by Xiaoxu Yang. The address of Eniac AI Limited is Suite 23, 1st Floor, Eden Plaza, Eden Island, Mahe, Republic of Seychelles.
(8) Consists of 2,019,069 common shares owned of record directly by Eland Toyar Limited which are 100% owned by Xiaoxu Yang. The address of Eland Toyar Limited is 28 Traciann Dr, Hamlin, NY 14464.
(9) Bright (HK) Limited is owned 100% by Yang Jiayan. The address of Really Bright (HK) Limited is Rm 1902 19/F Hing Yip Comm Ctr, 272-284 Des Voeux Road, Central Sheung Wan, Hong Kong.
(10) TechTime Ventures Ltd is owned 100% by Dianxiang Wu. The address of TechTime Ventures Ltd is 2/F, Palm Grove House, Port Purcell, Road Town, Tortola, British Virgin Islands, VG1110.
(11) BingBoom Labs Limited is owned 100% by Yaobin Liu. The address of BingBoom Labs Limited is Unit 8 3/F Qwomar Trading Complex, Blackburne Road, Port Purcell, Road Town, Tortola, British Virgin Islands, VG1110.
(12) EagleThink Technology Limited is owned 100% by Yuxin He. The address of EagleThink Technology Limited is Unit 8, 3/F, Qwomar Trading Complex, P.O. Box 3340, Road Town, Tortola, British Virgin Islands, VG1130.
(13) Genefish Technology Limited is owned 100% by Chen Jian. The address of Genefish Technology Limited is 28 Traciann Dr, Hamlin, NY 14464.
(14) The address for Yukun Wu is D2101 Lishuidanhua Xili, Nanshan, Shenzhen, Guangdong, Shenzhen 518000, China.
(15 Bedford Country Limited is 100% owned by Xi Li. The address of Bedford Country Limited is OMC Chambers, Wickhams Cay 1, Road Town, Tortola, British Virgin Islands, VG1110.
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We are registering the securities, and in the case of the Selling Shareholders, common shares covered by this prospectus on both our behalf and that of the Selling Shareholders. All costs, expenses and fees connected with the registration of such securities will be borne by us. Any brokerage commissions and similar expenses connected with selling such common shares will be borne by both the Company and the Selling Shareholders, respectively, according to the allocation of shares sold. We or the Selling Shareholders may offer and sell such securities and common shares from time to time in one or more transactions. As used in this prospectus, the term “Selling Shareholders” includes pledgees, donees, transferees and other successors-in-interest who may acquire such shares of common shares through a pledge, gift, partnership distribution or other non-sale related transfer from the Selling Shareholders. The Selling Shareholders will act independently of the Company in making decisions with respect to the timing, manner and size of each sale. These transactions include the following methods of sale:
| ● | at a fixed price or prices, which may be changed; | |
| ● | at market prices prevailing at the time of sale; | |
| ● | at prices related to such prevailing market prices; or | |
| ● | at negotiated prices. |
Each time that we or the Selling Shareholders sell securities covered by this prospectus, we or the Selling Shareholders will provide a prospectus supplement or supplements that will describe the method of distribution and set forth the terms and conditions of the offering of such securities, including the offering price of the securities and the proceeds to us, if applicable.
Offers to purchase the securities being offered by this prospectus may be solicited directly. Agents may also be designated to solicit offers to purchase the securities from time to time. Any agent involved in the offer or sale of our securities will be identified in a prospectus supplement.
If a dealer is utilized in the sale of the securities being offered by this prospectus, the securities will be sold to the dealer, as principal. The dealer may then resell the securities to the public at varying prices to be determined by the dealer at the time of resale.
If an underwriter is utilized in the sale of the securities being offered by this prospectus, an underwriting agreement will be executed with the underwriter at the time of sale and the name of any underwriter will be provided in the prospectus supplement that the underwriter will use to make resales of the securities to the public. In connection with the sale of the securities, we or the purchasers of securities for whom the underwriter may act as agent, may compensate the underwriter in the form of underwriting discounts or commissions. The underwriter may sell the securities to or through dealers, and those dealers may receive compensation in the form of discounts, concessions, or commissions from the underwriters and/or commissions from the purchasers for which they may act as agent. Unless otherwise indicated in a prospectus supplement, an agent will be acting on a best efforts basis and a dealer will purchase securities as a principal, and may then resell the securities at varying prices to be determined by the dealer.
Any compensation paid to underwriters, dealers, or agents in connection with the offering of the securities, and any discounts, concessions, or commissions allowed by underwriters to participating dealers will be provided in the applicable prospectus supplement. Underwriters, dealers, and agents participating in the distribution of the securities may be deemed to be underwriters within the meaning of the Securities Act, and any discounts and commissions received by them, and any profit realized by them on resale of the securities may be deemed to be underwriting discounts and commissions. We may enter into agreements to indemnify underwriters, dealers, and agents against civil liabilities, including liabilities under the Securities Act, or to contribute to payments they may be required to make in respect thereof and to reimburse those persons for certain expenses.
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The Selling Shareholders may sell all or a portion of the Selling Shareholder Shares beneficially owned by them and offered hereby from time to time directly or through one or more broker-dealers or agents.
In connection with sales of common shares covered by this prospectus, the Selling Shareholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of such common shares in the course of hedging in positions they assume. The Selling Shareholders may also sell the common shares covered by this prospectus short and the Selling Shareholders may deliver common shares to close out short positions and to return borrowed common shares in connection with such short sales. The Selling Shareholders may also loan or pledge common shares covered by this prospectus to broker-dealers that in turn may sell such common shares, to the extent permitted by applicable law. The Selling Shareholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of common shares covered by this prospectus, which common shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).
The Selling Shareholders may, from time to time, pledge or grant a security interest in some or all of the common shares covered by this prospectus owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell such common shares from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act, amending, if necessary, the list of Selling Shareholders to include the pledgee, transferee or other successors in interest as Selling Shareholders under this prospectus. The Selling Shareholders may also transfer and donate common shares covered by this prospectus in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus.
A Selling Shareholder that is an entity may elect to make an in-kind distribution of common shares covered by this prospectus to its members, general or limited partners or shareholders pursuant to the registration statement of which this prospectus is a part by delivering a prospectus. To the extent that such members, general or limited partners or shareholders are not affiliates of ours, such members, partners or shareholders would thereby receive freely tradable common shares pursuant to the distribution through a registration statement. Additionally, to the extent that entities, members, partners or shareholders are affiliates of ours received shares in any such distribution, such affiliates will also be Selling Shareholders and will be entitled to sell such shares pursuant to this prospectus.
Agents who may become involved in the sale of securities covered by this prospectus may engage in transactions with, and perform other services for, us in the ordinary course of their business for which they receive compensation.
In effecting sales, the Selling Shareholders may engage broker-dealers or agents, who may in turn arrange for other broker-dealers to participate. Broker-dealers or agents may receive commissions, discounts or concessions from the Selling Shareholders and/or from the purchasers of common shares covered by this prospectus for whom the broker-dealers may act as agents or to whom they sell as principal, or both. The compensation to a particular broker-dealer may be in excess of customary commissions. To our knowledge, there is currently no plan, arrangement or understanding between any Selling Shareholders and any broker-dealer or agent regarding the sale of any common shares by the Selling Shareholders.
The Selling Shareholders, any broker-dealers or agents and any participating broker-dealers that act in connection with the sale of the common shares covered by this prospectus may be “underwriters” under the Securities Act with respect to those common shares and will be subject to the prospectus delivery requirements of the Securities Act. Any profit that the Selling Shareholders realize, and any compensation that any broker-dealer or agent may receive in connection with any sale, including any profit realized on resale of such common shares acquired as principal, may constitute underwriting discounts and commissions. If the Selling Shareholders are deemed to be underwriters, the Selling Shareholders may be subject to certain liabilities under statutes including, but not limited to, Section 11, 12 and 17 of the Securities Act and Section 10(b) and Rule 10b-5 under the Exchange Act.
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The securities laws of some states may require the Selling Shareholders to sell the Common Shares covered by this prospectus in those states only through registered or licensed brokers or dealers. These laws may also require that we register or qualify such shares of common shares for sale in those states unless an exemption from registration and qualification is available and the Selling Shareholders and we comply with that exemption. In addition, the anti-manipulation rules of Regulation M under the Exchange Act may apply to sales of common shares in the market and to the activities of the Selling Shareholders and their affiliates. Regulation M may restrict the ability of any person engaged in the distribution of common shares to engage in market-making activities with respect to such common shares. All of the foregoing may affect the marketability of the common shares covered by this prospectus and the ability of any person to engage in market-making activities with respect to such shares.
If any Selling Shareholders notifies us that he has entered into any material arrangement with a broker-dealer for the sale of common shares covered by this prospectus through a block trade, special offering, exchange distribution, over-the-counter distribution or secondary distribution, or a purchase by a broker or dealer, we will file any necessary supplement to this prospectus to disclose:
| ● | the number of common shares involved in the arrangement; | |
| ● | the terms of the arrangement, including the names of any underwriters, dealers or agents who purchase such common shares stock, as required; | |
| ● | the proposed selling price to the public; | |
| ● | any discount, commission or other underwriting compensation; | |
| ● | the place and time of delivery for the common shares being sold; | |
| ● | any discount, commission or concession allowed, reallowed or paid to any dealers; and | |
| ● | any other material terms of the distribution of the common shares. |
In addition, if the Selling Shareholders notifies us that a donee, pledgee, transferee or other successor-in-interest of the Selling Shareholders intends to sell any shares of common stock covered by this prospectus, we will file an amendment to the registration statement of which this prospectus forms a part of or a supplement to this prospectus, if required.
Any common shares will be listed on the Nasdaq Capital Market, but any other securities may or may not be listed on a national securities exchange. To facilitate the offering of securities, certain persons participating in the offering may engage in transactions that stabilize, maintain, or otherwise affect the price of the securities. This may include over-allotments or short sales of the securities, which involve the sale by persons participating in the offering of more securities than were sold to them. In these circumstances, these persons would cover such over-allotments or short positions by making purchases in the open market or by exercising their over-allotment option, if any. In addition, these persons may stabilize or maintain the price of the securities by bidding for or purchasing securities in the open market or by imposing penalty bids, whereby selling concessions allowed to dealers participating in the offering may be reclaimed if securities sold by them are repurchased in connection with stabilization transactions. The effect of these transactions may be to stabilize or maintain the market price of the securities at a level above that which might otherwise prevail in the open market. These transactions may be discontinued at any time.
We may engage in at the market offerings into an existing trading market in accordance with Rule 415(a)(4) under the Securities Act.
In addition, we may enter into derivative transactions with third parties, or sell securities not covered by this prospectus to third parties in privately negotiated transactions. If the applicable prospectus supplement so indicates, in connection with those derivatives, the third parties may sell securities covered by this prospectus and the applicable prospectus supplement, including in short sale transactions. If so, the third party may use securities pledged by us or borrowed from us or others to settle those sales or to close out any related open borrowings of stock, and may use securities received from us in settlement of those derivatives to close out any related open borrowings of stock. The third party in such sale transactions will be an underwriter and, if not identified in this prospectus, will be named in the applicable prospectus supplement (or a post-effective amendment). In addition, we may otherwise loan or pledge securities to a financial institution or other third party that in turn may sell the securities short using this prospectus and an applicable prospectus supplement. Such financial institution or other third party may transfer its economic short position to investors in our securities or in connection with a concurrent offering of other securities.
We do not make any representation or prediction as to the direction or magnitude of any effect that the transactions described above might have on the price of the securities. In addition, we do not make any representation that underwriters will engage in such transactions or that such transactions, once commenced, will not be discontinued without notice.
The specific terms of any lock-up provisions in respect of any given offering will be described in the applicable prospectus supplement.
To comply with applicable state securities laws, the securities offered by this prospectus will be sold, if necessary, in such jurisdictions only through registered or licensed brokers or dealers. In addition, securities may not be sold in some states unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.
The underwriters, dealers, and agents may engage in transactions with us, or perform services for us, in the ordinary course of business for which they receive compensation
| 29 |
Certain matters as to the law of British Columbia, Canada will be passed upon for us by CC Corporate Counsel Professional Corporation. Certain matters as to U.S. federal law will be passed upon for us by Lucosky Brookman LLP, Woodbridge, New Jersey.
Certain legal matters in connection with any future offering of securities may be passed upon for any underwriters, dealers or agents by counsel to be designated at the time of the offering by such underwriters, dealers or agents with respect to matters of Canadian and United States law.
The consolidated financial statements of the Company incorporated in this prospectus by reference to our Annual Report on Form 20-F for the year ended December 31, 2024 have been audited by Barzily and Co., CPA’s, an independent registered public accounting firm, as set forth in their report, which is incorporated herein by reference. Such consolidated financial statements have been so incorporated by reference in reliance upon such report given on the authority of such firm as experts in accounting and auditing.
Audited financial statements of Core Gaming, Inc. from inception through December 31, 2024 and an audited balance sheet of Newbyera Technology Limited as of July 31, 2024 and December 31, 2023 incorporated in this prospectus by reference to our Form 6-K filed with the SEC on July 10, 2025 have been audited by Bush & Associates CPA LLC, an independent registered public accounting firm, as set forth in their report, which is incorporated herein by reference. Such financial statements have been so incorporated by reference in reliance upon such report given on the authority of such firm as experts in accounting and auditing.
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION
Insofar as indemnification for liabilities arising under the Securities Act, may be permitted to our directors, officers or persons controlling us, we have been advised that it is the SEC’s opinion that such indemnification is against public policy as expressed in such act and is, therefore, unenforceable.
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ENFORCEMENT OF CIVIL LIABILITIES
We are incorporated under the laws of British Columbia. Some of our directors and officers, and some of the experts named in this prospectus, are residents of Canada, Israel or otherwise reside outside of the United States, and all or a substantial portion of their assets, and all or a substantial portion of our assets, are located outside of the United States. We have appointed an agent for service of process in the United States, but it may be difficult for shareholders who reside in the United States to effect service within the United States upon those directors, officers and experts who are not residents of the United States. It may also be difficult for shareholders who reside in the United States to realize in the United States upon judgments of courts of the United States predicated upon our civil liability and the civil liability of our directors, officers and experts under the United States federal securities laws. Furthermore, because substantially all of our assets and substantially all of our directors and officers are located outside the United States, any judgment obtained in the United States against us or any of our directors and officers may not be collectible within the United States. There can be no assurance that U.S. investors will be able to enforce against us, members of our board of directors, officers or certain experts named herein who are residents of Canada, Israel or other countries outside the United States, any judgments in civil and commercial matters, including judgments under the federal securities laws.
Service of process upon directors and officers which reside in Israel may be difficult to obtain within the United States. Furthermore, because substantially all of our assets and substantially all of our Israeli directors and officers are located outside the United States, any judgment obtained in the United States against us or any of our Israeli directors and officers may not be collectible within the United States.
We have been informed by our legal counsel in Israel, Naschitz Brandes Amir and Co., our legal counsel in Israel that it may be difficult to assert U.S. securities laws claims in original actions instituted in Israel. Israeli courts may refuse to hear a claim based on a violation of U.S. securities laws because Israel is not the most appropriate forum in which to bring such a claim. In addition, even if an Israeli court agrees to hear a claim, it may determine that Israeli law and not U.S. law is applicable to the claim. If U.S. law is found to be applicable, the content of applicable U.S. law must be proven as a fact which can be a time-consuming and costly process. Matters of procedure will also be governed by Israeli law.
Subject to specified time limitations and legal procedures, Israeli courts may enforce a U.S. judgment in a civil matter which is non- appealable, provided that, among other things:
| ● | the judgment was rendered by a court of competent jurisdiction, according to the laws of the state in which the judgment is given; | |
| ● | the judgment is enforceable according to the laws of Israel and according to the law of the foreign state in which the relief was granted; and | |
| ● | the judgment is not contrary to public policy of Israel. |
Even if such conditions are met, an Israeli court may not declare a foreign civil judgment enforceable if:
| ● | the prevailing law of the foreign state in which the judgment is rendered does not allow for the enforcement of judgments of Israeli courts (subject to exceptional cases); | |
| ● | the defendant did not have a reasonable opportunity to be heard and to present his or her evidence, in the opinion of the Israeli court; | |
| ● | the enforcement of the civil liabilities set forth in the judgment is likely to impair the security or sovereignty of Israel | |
| ● | the judgment was obtained by fraud; | |
| ● | the judgment was rendered by a court not competent to render it according to the rules of private international law prevailing in Israel; | |
| ● | the judgment conflicts with any other valid judgment in the same matter between the same parties; or |
| ● | an action between the same parties in the same matter was pending in any Israeli court or tribunal at the time at which the lawsuit was instituted in the foreign court |
If a foreign judgment is enforced by an Israeli court, it generally will be payable in Israeli currency, which can then be converted into non-Israeli currency and transferred out of Israel. The usual practice in an action before an Israeli court to recover an amount in a non-Israeli currency is for the Israeli court to issue a judgment for the equivalent amount in Israeli currency at the rate of exchange in force on the date of the judgment, but the judgment debtor may make payment in foreign currency. Pending collection, the amount of the judgment of an Israeli court stated in Israeli currency ordinarily will be linked to the Israeli consumer price index plus interest at the annual statutory rate set by Israeli regulations prevailing at the time. Judgment creditors must bear the risk of unfavorable exchange rates.
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WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements and other information with the SEC. The SEC maintains an Internet site that contains reports, proxy and information statements and other information regarding issuers, including us, that file electronically with the SEC. As a foreign private issuer, we are exempt under the Exchange Act from, among other things, the rules prescribing the furnishing and content of proxy statements, and our officers, directors and principal shareholders are exempt from the “short-swing profits” reporting and liability provisions contained in Section 16 of the Exchange Act and related Exchange Act rules. In addition, we are not required under the Exchange Act to file periodic reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act.
You may access the documents that we file with the SEC at the SEC’s website at www.sec.gov. Copies of certain information filed by us with the SEC are also available on our website at coregaming.co. Information contained in or accessible through our website does not constitute a part of this prospectus and is not incorporated by reference in this prospectus.
This prospectus is part of a registration statement on Form F-3 we filed with the SEC. This prospectus does not contain all of the information set forth in the registration statement and the exhibits to the registration statement. For further information with respect to us and the securities that are being offered under this prospectus, we refer you to the registration statement and the exhibits and schedules filed as a part of the registration statement. You should rely only on the information contained in this prospectus or incorporated by reference in prospectus. We have not authorized anyone else to provide you with different information.
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DOCUMENTS INCORPORATED BY REFERENCE
The SEC allows us to incorporate by reference much of the information that we file with the SEC, which means that we can disclose important information to you by referring you to those publicly available documents. The information that we incorporate by reference in this prospectus is considered to be part of this prospectus. Because we are incorporating by reference future filings with the SEC, this prospectus is continually updated, and those future filings may modify or supersede some of the information included or incorporated by reference in this prospectus. This means that you must look at all of the SEC filings that we incorporate by reference to determine if any of the statements in this prospectus or in any document previously incorporated by reference have been modified or superseded. This prospectus incorporates by reference the documents listed below and any future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, except for information “furnished” to the SEC that is not deemed filed and not incorporated by reference into this prospectus (unless otherwise indicated below), until the termination of the offering of securities described in the applicable prospectus supplement or post-effective amendment:
| ● | our Annual Report on Form 20-F for the fiscal year ended on December 31, 2024, filed with the SEC on April 21, 2025 (hereinafter referred to as the “Form 20-F”); and | |
| ● | our Reports of Foreign Private Issuer on Form 6-K furnished to the SEC on January 21, 2025; February 26, 2025; March 27, 2025; July 10, 2025; August 15, 2025; August 29, 2025; and October 6, 2025. | |
| ● | the description of our securities registered under Section 12(b) of the Exchange Act contained in the Form 8-A, as filed with the SEC on September 24, 2020, including any amendment or report filed for the purpose of updating such description; and | |
| ● | any future filings made with the SEC under Section 13(a), 13(c) or 15(d) of the Exchange Act. |
In addition, any reports on Form 6-K we submit to the SEC after the date of the initial registration statement and prior to effectiveness of the registration statement that we specifically identify in such forms as being incorporated by reference into the registration statement of which this prospectus forms a part and all subsequent Annual Reports on Form 20-F filed after the effective date of this registration statement and prior to the termination of this offering and any reports on Form 6-K subsequently submitted to the SEC, or portions thereof that we specifically identify in such forms as being incorporated by reference into the registration statement of which this prospectus forms a part, shall be considered to be incorporated into this prospectus by reference and shall be considered a part of this prospectus from the date of filing or submission of such documents.
You should rely only on the information contained or incorporated by reference in this prospectus. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus as well as the information we previously filed with the SEC and incorporated by reference, is accurate as of the dates on the front cover of those documents only. Our business, financial condition and results of operations and prospects may have changed since those dates. Certain statements in and portions of this prospectus update and replace information in the above listed documents incorporated by reference. Likewise, statements in or portions of a future document incorporated by reference in this prospectus may update and replace statements in and portions of this prospectus or the above listed documents.
We will provide you without charge, upon your written or oral request, a copy of any of the documents incorporated by reference in this prospectus, other than exhibits to such documents which are not specifically incorporated by reference into such documents. Please direct your written or telephone requests to Core Ai Holdings, Inc.., Attn: Chief Financial Officer, 25 SE 2nd Ave. Ste 550 Miami, FL 33131; telephone: 514-500-1181. You may also obtain information about us by visiting our website at coregaming.co. The information contained on or accessible through our website is not incorporated by reference and is not part of this prospectus.
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$250,000,000 of
Common Shares
Preferred Shares
Warrants
Rights
Purchase Contracts
Debt Securities
Units
Offered by the Company
16,825,575 Common Shares
Offered by the Selling Shareholders
CORE AI HOLDINGS, INC.
PROSPECTUS
[●], 2025
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
EXPENSES
The following are the estimated expenses of the issuance and distribution of the securities being registered under the registration statement of which this prospectus forms a part, all of which will be paid by us.
| Commission registration fee | $ | 42,309.10 | ||
| FINRA filing fee | $ | 46,455.00 | ||
| Legal fees and expenses | $ | (1 | ) | |
| Accounting fees and expenses | $ | (1 | ) | |
| Printing expenses | $ | (1 | ) | |
| Miscellaneous | $ | (1 | ) | |
| Total | $ | (1 | ) |
| (1) | The amount of securities and number of offerings are indeterminable and the expenses cannot be estimated at this time. An estimate of the aggregate expenses in connection with the sale and distribution of securities being offered will be included in the applicable prospectus supplement. |
Item 8. Indemnification of Directors and Officers.
Section 160 of the BCBCA authorizes companies to indemnify past and present directors, officers and certain other individuals for the liabilities incurred in connection with their services as such (including costs, expenses and settlement payments) unless such individual did not act honestly and in good faith with a view to the best interests of the company and, in the case of a proceeding other than a civil proceeding, if such individual did not have reasonable grounds for believing his or her conduct was lawful. In the case of a suit by or on behalf of the corporation, a court must approve the indemnification.
Upon completion of this offering, our articles will provide that we shall indemnify directors and officers to the extent required or permitted by law.
Prior to the completion of this offering, we intend to enter into agreements with our directors and certain officers (each an “Indemnitee” under such agreements) to indemnify the Indemnitee, to the fullest extent permitted by law and subject to certain limitations, against all liabilities, costs, charges and expenses reasonably incurred by an Indemnitee in an action or proceeding to which the Indemnitee was made a party by reason of the Indemnitee being an officer or director of (i) our company or (ii) an organization of which our company is a shareholder or creditor if the Indemnitee serves such organization at our request.
We maintain insurance policies relating to certain liabilities that our directors and officers may incur in such capacity.
Item 9. Exhibits
A list of exhibits included as part of this registration statement is set forth in the Exhibit Index which immediately precedes such exhibits and is incorporated herein by reference.
| II-1 |
Item 10. Undertakings.
The undersigned registrant hereby undertakes:
(a)(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933 (the “Securities Act”);
(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;
(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
provided, however, that (A) paragraphs (a)(1)(i) and (ii) of this section do not apply if the registration statement is on Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15 (d) of the Securities Exchange Act of 1934 (the “Exchange Act”), that are incorporated by reference in this registration statement, and (B) paragraphs (a)(1)(i), (ii) and (iii) of this section do not apply if the registration statement is on Form S-1, Form S-3, Form SF-3 or Form F-3 and the information required to be included in a post -effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement, or, as to a registration statement on Form S-3, Form SF-3 or Form F-3, is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.
(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4) To file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A of Form 20-F at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the Securities Act need not be furnished, provided, that the registrant includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph (a)(4) and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements. Notwithstanding the foregoing, with respect to registration statements on Form F-3, a post-effective amendment need not be filed to include financial statements and information required by Section 10(a)(3) of the Securities Act or Item 8.A. of Form 20-F if such financial statements and information are contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Form F-3.
(5) That, for the purpose of determining liability under the Securities Act to any purchaser:
| (i) | If the registrant is relying on Rule 430B: |
| (A) | Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and |
| II-2 |
| (B) | Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date. |
(6) That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
| (i) | Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; |
| (ii) | Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; |
| (iii) | The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and |
| (iv) | Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. |
(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c) The undersigned registrant hereby undertakes that for purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b) (1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.
(d) The undersigned registrant hereby undertakes that for the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(e) The undersigned registrant hereby undertakes to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of section 310 of the Trust Indenture Act (the “Trust Indenture Act”) in accordance with the rules and regulations prescribed by the Commission under Section 305(b)(2) of the Trust Indenture Act.
(f) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.
| II-3 |
EXHIBIT INDEX
| * | To be filed as an exhibit to a post-effective amendment to this registration statement or as an exhibit to a report filed on Form 6-K under the Exchange Act and incorporated herein by reference. |
| # | Certain exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. Purchaser will furnish supplementally copies of omitted exhibits to the Securities and Exchange Commission or its staff upon its request. |
| ** | To be filed separately pursuant to Section 305(b)(2) of the Trust Indenture Act of 1939 under the electronic form type 305B2. |
| II-4 |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Miami, Florida on this 12th day of November, 2025.
| CORE AI HOLDINGS, INC. | ||
| By: | /s/ Aitan Zacharin | |
| Aitan Zacharin | ||
|
Chief Executive Officer and Director | ||
KNOW ALL BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Aitan Zacharin or Gerald Bernstein as his true and lawful attorney-in-fact and agent, with the full power of substitution, for him and in his name, place or stead, in any and all capacities, to sign any and all amendments to this registration statement (including post-effective amendments), and to sign any registration statement for the same offering covered by this registration statement that is to be effective upon filing pursuant to Rule 462 promulgated under the Securities Act, and all post-effective amendments thereto, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agents or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
| SIGNATURE | TITLE | DATE | ||
| /s/ Aitan Zacharin | Chief Executive Officer and Director (principal executive officer) | November 12, 2025 | ||
| Aitan Zacharin | ||||
| /s/ Gerald Bernstein | Chief Financial Officer (principal financial and accounting officer) | November 12, 2025 | ||
| Gerald Bernstein | ||||
| /s/ Mordechai Stenge | Director | November 12, 2025 | ||
| Mordechai Stenge | ||||
| /s/ Marc Seelenfreund | Director | November 12, 2025 | ||
| Marc Seelenfreund | ||||
| /s/ Luisa Ingargiola | Director | November 12, 2025 | ||
| Luisa Ingargiola | ||||
| /s/ Thomas Tarala | Director | November 12, 2025 | ||
| Thomas Tarala |
| II-5 |
SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the Securities Act of 1933 as amended, the undersigned, the duly authorized representative in the United States of America of., has signed this registration statement on November 12, 2025.
| Authorized U.S. Representative | ||
| /s/ Colleen A. De Vries | ||
| Name: | Colleen A. De Vries | |
| Title: | Senior Vice-President on behalf of Cogency Global Inc. | |
| II-6 |
Exhibit 5.1
November 12, 2025
Core AI Holdings, Inc.
7404 King George Blvd. Suite 200, King’s Cross
Surrey British Columbia
V3W 1N6, Canada
| Re: | Core AI Holdings, Inc. – Form F-3 Registration Statement |
We have acted as Canadian counsel to Core AI Holdings, Inc., a corporation existing pursuant to the laws of the Province of British Columbia (the “Corporation”), in connection with its filing with the U. S. Securities and Exchange Commission (the “SEC”) of a registration statement on Form F-3 (the “Registration Statement”), including a base prospectus (the “Base Prospectus”), which provides that the Base Prospectus will be supplemented by one or more prospectus supplements (each such prospectus supplement, together with the Base Prospectus, a “Prospectus”), under the U.S. Securities Act of 1933, as amended (the “Act”). The Registration Statement relates to, among other things, the registration for issue and sale by the Corporation from time to time of up to US$250,000,000 aggregate amount of one or more of the following securities of the Corporation: (i) the common shares in the capital of the Corporation (“Common Shares”); (ii) preferred shares in the capital of the Corporation (“Preferred Shares”); (iii) warrants to purchase Common Shares, Preferred Shares and/or Debt Securities (as defined below), or any combination thereof (“Warrants”); (iv) one or more series of the Corporation’s debt securities (collectively, “Debt Securities”) to be issued under an indenture to be entered into between the Corporation, as issuer, and a trustee (a “Trustee”) (a form of which will be included as an exhibit to a post-effective amendment to the Registration Statement or as an exhibit to a report filed on Form 6-K under the U.S. Securities Exchange Act of 1934, as amended) (an “Indenture”); (v) subscription rights evidencing the right to purchase Common Shares and/or Debt Securities or any combination thereof (“Rights”); (vi) purchase contracts to purchase Common Shares and/or Debt Securities, or any combination thereof (“Purchase Contracts”); and (vii) units that include any of the Common Shares, Preferred Shares, Warrants, Rights, Purchase Contracts and/or Debt Securities, in any combination (the “Units”), in each case as contemplated by the Registration Statement. The Registration Statement also qualifies the sale of 16,825,575 Common Shares offered on a resale basis by certain selling shareholders of the Corporation.
888.476.5291
www.corpcounsel.ca
CC Corporate Counsel Professional Corporation
37 Jacob Keffer Parkway, Suite 301, Vaughan, Ontario, L4K 5N8
The Warrants may be issued under one or more warrant agreements (each, a “Warrant Agreement”) between the Corporation and a third party to be identified therein as warrant agent. The Rights may be issued under one or more rights agreements (each, a “Rights Agreement”) between the Corporation and a third party to be identified therein as rights agent. The Purchase Contracts may be issued under one or more purchase contract agreements (each, a “Purchase Contract Agreement”) between the Corporation and a third party to be identified therein as the purchase contract agent. The Units may be issued under one or more unit agreements (each, a “Unit Agreement”) between the Corporation and a third party to be identified therein as unit agent.
The Common Shares, Warrants, Debt Securities, Rights, Purchase Contracts, and Units, plus any additional Common Shares, Warrants, Debt Securities, Rights, Purchase Contracts, and Units that may be registered pursuant to any subsequent registration statement that the Corporation may hereafter file with the Commission pursuant to Rule 462(b) under the Act in connection with an offering by the Corporation contemplated by the Registration Statement, are referred to herein collectively as the “Securities”.
This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or the related Prospectuses, other than as expressly stated herein with respect to the issue of the Securities.
In connection with this opinion, we have examined the Registration Statement including the Prospectus, originals, or copies certified or otherwise identified to our satisfaction, of the Corporation’s notice of articles and articles, and any amendments thereto (the “Charter Documents”). In addition, we have examined such other documents as we have deemed necessary or appropriate as a basis for the opinions hereinafter expressed.
We have assumed that the signatures on all documents examined by us are genuine, that all documents submitted to us as originals are authentic and that all documents submitted to us as copies or as facsimiles of copies or originals, conform with the originals, which assumptions we have not independently verified.
We have also assumed for purposes of our opinion that the Indenture will be duly authorized, executed and delivered by the Trustee, that the Indenture will constitute a legal, valid and binding obligation of the Trustee, and that the Trustee has the requisite organizational and legal power and authority to perform its obligations under the Indenture.
We have also assumed for purposes of our opinion that, (i) if any Debt Securities are issued, such Debt Securities will only be issued pursuant to the Indenture in the form that will be filed with the Commission and that there will not have occurred any change in law affecting the validity or enforceability of the Debt Securities, (ii) at or prior to the time of the delivery of any Securities in connection with the Registration Statement, the Prospectus and the applicable Prospectus Supplement, the Registration Statement will have been declared effective under the Securities Act and no stop order suspending the Registration Statement’s effectiveness will have been issued and remain in effect and (iii) the registration will apply to such Securities and will not have been modified or rescinded and that there will not have occurred any change in law affecting the validity of the issuance of such Securities at the time of the offer, issuance and sale of any Securities. We have also assumed that the terms of any Securities to be established subsequent to the date hereof, the issuance and delivery of Securities subsequent to the date hereof and the compliance by the Corporation with the terms of such Securities will not violate any applicable law (including, without limitation, any law relating to usury) or result in a violation of any provision of any instrument or agreement then binding upon the Corporation or any restriction imposed by any court or governmental body having jurisdiction over the Corporation.
| Page 2 of 7 |
This opinion is qualified by, and is subject to:
(i) the effect of the laws of bankruptcy, insolvency, reorganization, arrangement, moratorium, fraudulent conveyance and other similar laws now or hereinafter in effect relating to or affecting the rights and remedies of creditors, including the effect of statutory or other laws regarding fraudulent transfers or preferential transfers;
(ii) the effect of general principles of equity and similar principles, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing, public policy and unconscionability, the possible unavailability of specific performance and the discretion of the court before which a proceeding is brought;
(iii) injunctive relief, or other equitable remedies, regardless of whether considered in a proceeding in equity or at law;
(iv) the effect of laws relating to usury or permissible rates of interest for loans, forebearances or the use of money; and
(v) the invalidity under certain circumstances under law or court decisions of provisions providing for the indemnification of or contribution to a party with respect to a liability where such indemnification or contribution is contrary to public policy.
We express no opinion as to (i) any provision for liquidated damages, default interest, late charges, monetary penalties, make-whole premiums or other economic remedies to the extent such provisions are deemed to constitute a penalty, (ii) consents to, or restrictions upon, governing law, jurisdiction, venue, arbitration, remedies or judicial relief, (iii) waivers of rights or defenses, (iv) any provision requiring the payment of attorneys’ fees, where such payment is contrary to law or public policy, (v) any provision permitting, upon acceleration of any Debt Security, collection of that portion of the stated principal amount thereof which might be determined to constitute unearned interest thereon, (vi) the creation, validity, attachment, perfection, or priority of any lien or security interest, (vii) advance waivers of claims, defenses, rights granted by law, or notice, opportunity for hearing, evidentiary requirements, statutes of limitation, trial by jury or at law, or other procedural rights, (viii) waivers of broadly or vaguely stated rights, (ix) provisions for exclusivity, election or cumulation of rights or remedies, (x) provisions authorizing or validating conclusive or discretionary determinations, (xi) grants of setoff rights, (xii) proxies, powers and trusts, (xiii) provisions prohibiting, restricting, or requiring consent to assignment or transfer of any right or property, (xiv) provisions purporting to make a guarantor primarily liable rather than as a surety, (xv) provisions purporting to waive modifications of any guaranteed obligation to the extent such modification constitutes a novation, (xvi) any provision to the extent it requires that a claim with respect to a security denominated in other than U.S. dollars (or a judgment in respect of such a claim) be converted into U.S. dollars at a rate of exchange at a particular date, to the extent applicable law otherwise provides, (xvii) any provision to the extent it requires that a claim with respect to the Debt Securities (or a judgment in respect of such a claim) be converted into U.S. dollars at a rate of exchange at a particular date, to the extent applicable law otherwise provides, and (xviii) the severability, if invalid, of provisions to the foregoing effect.
| Page 3 of 7 |
The Corporation has informed us that the Corporation intends to issue the Securities from time to time on a delayed or continuous basis. This opinion is limited to the laws, including the rules and regulations, as in effect on the date hereof. We are basing this opinion on our understanding that, prior to issuing any Securities, the Corporation will: (i) advise us in writing of the terms thereof and other information material thereto; (ii) afford us an opportunity to review the operative documents pursuant to which such Securities are to be issued (including the Registration Statement, the Prospectus and the applicable Prospectus Supplement and, in the case of Debt Securities, the Indenture, as then in effect); and (iii) file such supplement or amendment to this opinion (if any) as we may reasonably consider necessary or appropriate with respect to such Securities. We also assume the Corporation will (a) timely file all supplements to the Registration Statement and Prospectus as are necessary to comply with applicable laws in effect from time to time and (b) amend its Charter Documents to increase the authorized number of shares of its capital stock if the number of such shares to be sold pursuant to the Registration Statement would cause the Corporation to issue more shares than it has authorized. However, we undertake no responsibility to monitor the Corporation’s future compliance with applicable laws, rules or regulations of the Commission or other governmental body.
Based upon the foregoing and the examination of such legal authorities as we have deemed relevant, and subject to the qualifications and further assumptions set forth below, we are of the opinion that:
1. With respect to the 16,825,575 previously issued Common Shares offered on a resale basis by certain selling shareholders of the Corporation and registered pursuant to the Registration Statement, such 16,825,575 Common Shares are validly issued, fully paid and nonassessable and, with respect to the to-be-issued Common Shares registered pursuant to the Registration Statement, when (i) the board of directors of the Corporation (the “Board”) and, if required, the shareholders of the Corporation (the “Shareholders”), have taken all necessary corporate action to approve the issuance of and the terms of the offering of the Common Shares and related matters and (ii) certificates representing the Common Shares have been duly executed, countersigned, registered and delivered (or book entry statements representing the Common Shares have been duly issued by the transfer agent of the Corporation) either (a) in accordance with the applicable definitive purchase, underwriting or similar agreement approved by the Board, or upon the exercise of Warrants to purchase Common Shares, upon payment of the consideration therefor provided for therein, as approved by the Board or (b) upon conversion or exercise of any other Security, in accordance with the terms of such Security or the instrument governing such Security providing for such conversion or exercise as approved by the Board, for the consideration approved by the Board, as stated in the Registration Statement, the Prospectus and the applicable Prospectus Supplement relating thereto (as amended as of the date of the offer for such issuance, sale and delivery), then such Common Shares will be validly issued, fully paid and nonassessable;
| Page 4 of 7 |
2. With respect to any particular series of Preferred Shares registered pursuant to the Registration Statement, when (i) the Board and, if required, the Shareholders, have taken all necessary corporate action to approve the issuance and terms of the Preferred Shares, the terms of the offering thereof and related matters, including adoption of a resolution or resolutions of the Board in form and content as required by applicable law, to approve the issuance of the Preferred Shares, the reservation for future issuance of a sufficient number of authorized Preferred Shares, and the filing of a Form 11 - Alteration Notice with the Registrar of Companies of the Province of British Columbia, and (ii) certificates representing the Preferred Shares have been duly executed, countersigned, registered and delivered (or book entry statements representing the Preferred Shares have been duly issued by the transfer agent of the Corporation) either (a) in accordance with the applicable definitive purchase, underwriting or similar agreement approved by the Board, or upon the exercise of Warrants to purchase Preferred Shares, upon payment of the consideration therefor provided for therein, as approved by the Board or (b) upon conversion or exercise of any other Security, in accordance with the terms of such Security or the instrument governing such Security providing for such conversion or exercise as approved by the Board, for the consideration approved by the Board, as stated in the Registration Statement, the Prospectus and the applicable Prospectus Supplement relating thereto (as amended as of the date of the offer for such issuance, sale and delivery), then such Preferred Shares will be validly issued, fully paid and nonassessable;
3. With respect to any Warrants registered pursuant to the Registration Statement, when (i) the Board and, if required, the Shareholders, have taken all necessary corporate action to approve the issuance and terms of such Warrants, the terms, execution and delivery of the a Warrant Agreement, if any, the terms of the offering thereof and related matters, including reservation for future issuance of a sufficient number of authorized shares of Preferred Shares or Common Shares, as applicable, (ii) the Warrant Agreement, if any, has been duly authorized and validly executed and delivered and (iii) certificates representing such Warrants have been duly executed, issued and delivered (or book entry statements representing the Warrants have been duly issued by the warrant agent of the Corporation) in accordance with the provisions of the applicable Warrant Agreement, if any, and the applicable definitive purchase, underwriting or similar agreement approved by the Board, upon payment of the consideration therefor provided for therein, as approved by the Board and stated in the Registration Statement, the Prospectus and the applicable Prospectus Supplement relating thereto (as amended as of the date of the offer for such issuance, sale and delivery), such Warrants will be validly issued and will constitute valid and binding obligations of the Corporation;
4. With respect to any Rights registered pursuant to the Registration Statement, when (i) the Board and, if required, the Shareholders, have taken all necessary corporate action to approve the issuance and terms of such Rights, the terms, execution and delivery of the Rights Agreement relating to the Rights, if any, the terms of the offering thereof and related matters, including reservation for future issuance of a sufficient number of authorized shares of Preferred Shares or Common Shares, as applicable, (ii) the Rights Agreement, if any, has been duly authorized and validly executed and delivered and (iii) certificates representing such Rights have been duly executed, issued and delivered (or book entry statements representing the Rights have been duly issued by the escrow agent of the Corporation) in accordance with the provisions of the applicable Rights Agreement, if any, and the applicable definitive purchase, underwriting or similar agreement approved by the Board, upon payment of the consideration therefor provided for therein, as approved by the Board and stated in the Registration Statement, the Prospectus and the applicable Prospectus Supplement relating thereto (as amended as of the date of the offer for such issuance, sale and delivery), such Rights will be validly issued and will constitute valid and binding obligations of the Corporation;
| Page 5 of 7 |
5. With respect to any Units registered pursuant to the Registration Statement, when (i) the Board and, if required, the Shareholders, have taken all necessary corporate action to approve the issuance and terms of such Units, the terms, execution and delivery of the Unit Agreement relating to such Units, if any, the terms of the offering thereof and related matters, including reservation for future issuance of a sufficient number of authorized shares of Preferred Shares or Common Shares, as applicable, (ii) the Unit Agreement has been duly authorized and validly executed and delivered and (iii) such Units have been duly executed, issued and delivered (or book entry statements representing the Units have been duly issued by the agent of the Corporation) in accordance with the provisions of the applicable Unit Agreement and the applicable definitive purchase, underwriting or similar agreement approved by the Board, upon payment of the consideration therefor provided for therein, as approved by the Board and stated in the Registration Statement, the Prospectus and the applicable Prospectus Supplement relating thereto (as amended as of the date of the offer for such issuance, sale and delivery), such Units will be validly issued and will constitute valid and binding obligations of the Corporation;
6. With respect to any Debt Securities registered pursuant to the Registration Statement, when (i) the Board and, if required, the Shareholders, have taken all necessary corporate action to approve the issuance and terms of the Debt Securities, the terms of the offering thereof and related matters, (ii) an Indenture relating to such Debt Securities in the form that will be filed with the Commission has been duly authorized and validly executed and delivered by each of the Corporation and the Trustee, (iii) the form and terms of the Debt Securities have been duly established in accordance with the Indenture pursuant to resolutions duly adopted by the Board and as set forth in an officer’s certificate or supplemental indenture duly authorized by the Board and duly executed by an authorized officer of the Corporation and (iv) instruments representing such Debt Securities have been duly executed and authenticated (or book entry statements representing the Debt Securities have been duly issued by the Trustee) in accordance with the terms of the Indenture and any supplement thereto, and issued, sold and delivered in the manner and for the consideration approved by the Board and stated in the Registration Statement, the Prospectus and the applicable Prospectus Supplement relating thereto (as amended as of the date of the offer for such issuance, sale and delivery) and any applicable definitive purchase, underwriting or similar agreement, then the Debt Securities will be validly issued and will constitute valid and binding obligations of the Corporation; and
| Page 6 of 7 |
7. With respect to any Share Purchase Contracts registered pursuant to the Registration Statement, when (i) the Board and, if required, the Shareholders, have taken all necessary corporate action to approve the issuance and terms of such Share Purchase Contracts, the terms, execution and delivery of the Purchase Contract Agreement relating to the Share Purchase Contracts, if any, the terms of the offering thereof and related matters, including reservation for future issuance of a sufficient number of authorized shares of Common Shares, (ii) the Purchase Contract Agreement has been duly authorized and validly executed and delivered and (iii) such Purchase Contract Agreement has been duly executed, issued and delivered (or book entry statements representing the Share Purchase Contracts have been duly issued by the agent of the Corporation) in accordance with the provisions of the applicable Purchase Contract Agreement and the applicable definitive purchase, underwriting or similar agreement approved by the Board, upon payment of the consideration therefor provided for therein, as approved by the Board and stated in the Registration Statement, the Prospectus and the applicable Prospectus Supplement relating thereto (as amended as of the date of the offer for such issuance, sale and delivery), such Share Purchase Contracts will be validly issued and will constitute valid and binding obligations of the Corporation.
This opinion letter is opining upon and is limited to the laws of the Province of British Columbia and the federal laws of Canada applicable therein, as such laws presently exist and to the facts as they presently exist. We express no opinion with respect to the effect or applicability of the laws of any other jurisdiction. We assume no obligation to revise or supplement this opinion letter should the laws of such jurisdiction be changed after the date hereof by legislative action, judicial decision or otherwise.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or rules and regulations of the Commission.
Yours very truly,
/signed/ CC Corporate Counsel Professional Corporation
| Page 7 of 7 |
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the use in this Registration Statement on Form F-3 of our report dated March 31, 2025, relating to the consolidated financial statements of Siyata Mobile Inc., which is part of this Registration Statement.
We also consent to the reference to us under the caption “Experts” in the Registration Statement.
/s/ Barzily and Co.
Barzily and Co.
Certified Public Accountants (Isr)
Jerusalem, Israel
12 November 2025
Exhibit 23.2
To Whom It May Concern:
We hereby consent to the incorporation by reference in the Registration Statement on Form F-3 (File no xxx ) of Core AI Holdings, Inc. (the “Company”) of our report dated July 2, 2025, relating to the consolidated financial statements of the Company’ subsidiary, Core Gaming, Inc., as of December 31, 2024, which appear in this Registration Statement on Form F-3. We have audited the accompanying consolidated balance sheet of Core AI Holdings, Inc.’s subsidiary, Core Gaming, Inc. as of December 31, 2024 and the related consolidated statements of operations and comprehensive income (loss), stockholders’ equity, and cash flows for the year then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of Core AI Holdings, Inc. as of December 31, 2024, as the results of its operations and its cash flows for the year then ended in conformity with International Financial Reporting Standards as issued by the International Accountant Standards Board (IASB).
Very truly yours,
 |
|
| /s/ Bush & Associates CPA LLC (PCAOB 6797) | |
| Henderson, Nevada | |
| November 12, 2025 |
9555 S Eastern Suite, 280 Ave Las Vegas, NV 89123 ● 702.703.5979 ● www.bushandassociatescpas.com