CHAI 6-K 2026 - Equibles

UNITEDSTATES

SECURITIESAND EXCHANGE COMMISSION

Washington,D.C. 20549

FORM6-K

REPORTOF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16

UNDERTHE SECURITIES EXCHANGE ACT OF 1934

For the month of February 2026

Commission File Number 001-39557

CoreAI Holdings, Inc.

(Translation of registrant’s name into English)

25SE 2nd Ave. Ste 550 Miami, FL 33131

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

☒ Form 20-F ☐ Form 40-F

ReviewedJune 30, 2025 Financial Statements

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

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

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

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

This 6-K and Exhibits 99.1 and 99.2 attached hereto are incorporated by reference into the Company’s Registration Statements on Form F-1 (File No. 333-282880, File No. 333-284396, File No. 333-287441, and File No. 333-288063) and the Company’s Registration Statement on Form F-3 (333-291487).

EXHIBITINDEX

Exhibit No.	Description
99.1	Siyata Mobile Group, Inc. Financial Results for the Three and Six Months Ended June 30, 2025 and 2024
99.2	Core Gaming, Inc. Unaudited Financial Statements for the Six Months Ended June 30, 2025.

SIGNATURE

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

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

Exhibit99.1

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

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

SiyataMobile Inc.

Unaudited Condensed Interim Consolidated Statements of Financial Position

(Expressed in US dollars)


	June<br> 30, 2025		December<br> 31, 2024
Assets
Current
Cash
Trade<br> and Other Receivables
Prepaid<br> Expenses
Inventory
Advance<br> to Suppliers

Long<br> Term Receivable
Right<br> of Use Assets
Equipment
Intangible<br> Assets
Total<br> Assets
Liabilities<br> and Shareholders’ Equity
Current
Loans<br> from Financial Institutions
Sales<br> of Future Receipts
Accounts<br> Payable and Accrued Liabilities
Short<br> Term Lease Liability
Warrant<br> and Preferred Share Liabilities

Long<br> Term Lease Liability

Total<br> Liabilities
Shareholders’<br> Equity
Share Capital
Subscription<br> Receivables		)
Reserves
Accumulated<br> Other Comprehensive Loss
Deficit		)		)

Total<br> Liabilities and Shareholders’ Equity

All values are in US Dollars.

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

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

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SiyataMobile Inc.

Unaudited Condensed Interim Consolidated Statements of Loss and Comprehensive Loss

(Expressed in US dollars)

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

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

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

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SiyataMobile Inc.

Unaudited Condensed Interim Consolidated Statement of Changes in Shareholders’ Equity

(Expressed in US dollars)

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

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

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

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SiyataMobile Inc.

Unaudited Condensed Interim Consolidated Statements of Cash Flows

(Expressed in US dollars)

For the six months ended June 30


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

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

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SiyataMobile Inc.

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

(Expressed in US dollars)

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

1.	NATURE OF OPERATIONS AND GOING CONCERN

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

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

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

Warin Israel

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

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

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

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

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

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SiyataMobile Inc.

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

(Expressed in US dollars)

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

2.	BASIS OF PREPARATION

Statementof compliance

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

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

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

Basisof consolidation and presentation

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

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

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

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

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

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SiyataMobile Inc.

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

(Expressed in US dollars)

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

3.	LOANS FROM FINANCIAL INSTITUTIONS
	Factoring<br> loan			PO<br> Financing Loan			Jan<br> 29, 2024 Loan			April<br> 30, 2024 Loan			September<br> 4, 2024 Loan			December<br> 2, 2024 Ballon Loan			December<br> 2, 2024 Monthly Loan			Total
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
Opening Balance January<br> 1, 2023		-						-															-
Change<br> in factoring for the period		89,298																					89,298
New<br> loan advances																							-
Loan<br> repayments																							-
Closing<br> Balance December 31, 2023		89,298						-															89,298
Opening Balance January<br> 1, 2024		89,298						-															89,298
Change<br> in factoring for the period		647,860																					647,860
New<br> loan advances					920,041			200,000			125,000			200,000			100,000			50,000			1,595,041
Loan<br> repayments								(258,440	)		(133,599	)								(6,866	)		(398,905	)
Interest<br> included in repayments								58,440			39,519									3,113			101,072
Accrued<br> interest expense														38,432			4,492						42,924
Closing<br> Balance December 31, 2024		737,158			920,041			-			30,920			238,432			104,492			46,247			2,077,290
Opening Balance January<br> 1, 2025		737,158			920,041			-			30,920			238,492			104,492			46,247			2,034,366
Change<br> in factoring for the period																							-
New<br> loan advances																							-
Loan<br> repayments		(569,046	)		(920,041	)					(33,832	)		(270,039	)		(99,587	)		(41,194	)		(1,933,738	)
Interest<br> included in repayments											2,912			104,492			27,579			13,223			118,246
Accrued<br> interest expense																							-
Closing<br> Balance June 30, 2025		168,112			-			-			-			-			32,484			18,277			218,873
(a)	On<br> January 29, 2024, the Company entered into a securities purchase agreement (the “January<br> Purchase Agreement”) with an institutional investor pursuant to which the Company issued<br> an unsecured promissory note in the principal amount of $230,750, with a stated maturity<br> date of November 15, 2024. The gross proceeds to the Company from the exercise totalled approximately<br> $195,000, prior to deducting legal and diligence expenses and agent fees/expenses. The Note’s<br> interest of 5.48% monthly and outstanding principal shall be paid in ten consecutive monthly<br> payments, each in the amount of $25,844 (a total payback of $258,440) commencing on February<br> 15, 2024. The loan was fully repaid prior to December 31, 2024.<br><br> <br><br><br> <br>On<br> April 30, 2024, the Company entered into a securities purchase agreement with an institutional investor where the Company issued<br> an unsecured promissory note in the principal amount of $150,150, with a stated maturity date of February 28, 2025. The Note’s<br> interest of 5.79% monthly and outstanding principal shall be paid in ten consecutive monthly payments commencing on May 30, 2024,<br> each in the amount of $ $16,817 (a total payback of combined principal and interest in the amount of $168,169). The note was fully<br> repaid during the three months ended March 31, 2025.<br><br> <br><br><br> <br>On<br> September 4, 2024, the Company issued an unsecured promissory note in the principal amount of $200,000, with a stated maturity date<br> of June 28, 2025. The note carried monthly interest of 4.49%, with a balloon payment of $175,542 made on February 28, 2025, followed<br> by four monthly payments of $23,630.78 commencing March 28, 2025 (total repayment of $270,065). The note was fully repaid by June<br> 30, 2025, and had no outstanding balance.
---	---
(b)	On<br> December 2, 2024, the Company issued an unsecured promissory note in the principal amount of $100,000, with a stated maturity date<br> of September 30, 2025. The note carries monthly interest of 4.49%, with a payment of $87,771.42 made on May 30, 2025, followed by<br> four monthly payments of $11,815.39 commencing June 30, 2025 (total repayment of $135,033). As of June 30, 2025, the outstanding<br> balance was $32,485.
(c)	Also<br> on December 2, 2024, the Company issued an unsecured promissory note in the principal amount of $50,000, with a stated maturity date<br> of September 30, 2025. The note carried monthly interest of 6.22%, with ten monthly payments of $6,865.60 commencing December 30,<br> 2024 (total repayment of $68,656). A repayment of $41,194 was made during the period ended June 30, 2025. As of June 30, 2025, the<br> outstanding balance was $18,277.
(d)	The<br> Company maintains a purchase order financing line of credit of $2,000,000, used to issue letters of credit to foreign contract manufacturers.<br> As of June 30, 2025, the outstanding balance of unfunded letters of credit was $1,290,000. Letters of credit loans totalling $NIL<br> (December 31, 2024-$920,041) were funded and outstanding. The December 31, 2024 letter of credit loans were fully repaid during the<br> period. The PO financing loans are guaranteed by both the CEO and CFO of the Company.

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SiyataMobile Inc.

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

(Expressed in US dollars)

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

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

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

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

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

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

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

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

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

| 9 |

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SiyataMobile Inc.

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

(Expressed in US dollars)

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

5.	WARRANT AND PREFERRED SHARE LIABILITIES
(a)	Warrant<br> Liability
---	---

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

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

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

The balance of the warrant liability is as follows:

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

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

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SiyataMobile Inc.

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

(Expressed in US dollars)

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

5.	WARRANT AND PREFERRED SHARE LIABILITIES (Cont’d)
(b)	Preferred<br> Share Liability
---	---

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

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

The balance of the Preferred Share Liability is as follows:

				Pref<br> share
Class<br> C Preferred Share Activity	#<br> of Units			Liability
Opening<br> Balance January 1, 2025		909
Issuances<br> for the period		540
Redemptions<br> and conversion		(1,234	)		)
Closing<br> Balance June 30, 2025		215

All values are in US Dollars.

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

6.	SHARE CAPITAL
(a)	Authorized Unlimited number of common shares without par value
---	---

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

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

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

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

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

Common<br> Share Activity January 1, 2025-June 30, 2025
	#<br> of shares
Opening<br> Balance January 1, 2025		787,733
Shares<br> issued under the Equity Line of credit		10,467,140
Conversion<br> of Class C preferred shares into common shares		811,743
Closing<br> Balance June 30, 2025		12,066,616

All values are in US Dollars.

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

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

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

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SiyataMobile Inc.

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

(Expressed in US dollars)

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

6.	SHARE CAPITAL (Cont’d)
(c)	Common and preferred share transactions
---	---

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

a)	On<br> January 6, 2025, the Company filed an amendment to its Registration Statement on Form F-1<br> (File No. 333-282880) (the “Prior Registration Statement”) to increase the number<br> of common shares offered under the Equity Line of Credit originally registered on November<br> 14, 2024. The amendment registered an additional 111,891 common shares, representing no more<br> than 20% of the maximum aggregate offering price set forth in the Calculation of Registration<br> Fee table included in the Prior Registration Statement.<br><br> <br><br><br> <br>During<br> the six months ended June 30, 2025, the Company issued 646,154 common shares pursuant to put notices under this equity line of credit<br> facility, generating net proceeds of $1,332,989 after deducting brokerage commissions and legal fees. As of June 30, 2025, the facility<br> had been fully utilized.
b)	On<br> January 21, 2025, the Company issued a final prospectus of a registered offering of 2,739,296<br> common shares for an amount of up to $18,000,000 for an Equity Line of Credit (“ELOC2”)<br> with one investor, Hudson Global Ventures, LLC. The Company also issued as a commitment fee<br> a total of 540 Class C preferred shares of the Company to this investor, of which 100,000<br> common shares to be issued on the conversion of these preferred shares are registered. These<br> 540 commitment shares were recorded as a liability at its fair value of $635,294 and recorded<br> as a finance fee expense in the period.<br><br> <br><br><br> <br>During<br> the six months ended June 30, 2025, an institutional investor converted 325 of the 540 outstanding Class “C” Commitment<br> Preferred Shares into 99,723 shares of the Company’s common stock. In connection with the conversion, the Company credited<br> $382,353 to share capital. No gain or loss was recognized upon conversion. As of June 30, 2025, 215 Class “C” Commitment<br> Preferred Shares remained outstanding.<br><br> <br><br><br> <br>On<br> April 29, 2025, the Company filed an amendment to the Equity Line of Credit agreement originally dated January 14, 2025, to increase<br> the total number of common shares issuable thereunder by 20%. As a result, the maximum number of common shares issuable under the<br> facility increased by 547,859 shares, from 2,739,296 to 3,287,155 shares.<br><br> <br><br><br> <br>During<br> the six months ended June 30, 2025, the Company issued a total of 3,287,155 common shares pursuant to put notices under the amended<br> Equity Line of Credit agreement (“ELOC2”), generating gross proceeds of $5,511,200, net of brokerage commissions and<br> legal fees.
---	---
c)	During<br> the three months ended March 31, 2025, the Company redeemed 209 Class “C” Commitment Preferred Shares for total cash<br> disbursements of $209,000. In connection with the redemption, the Company reduced the warrant liability by $245,882, representing<br> the fair value of the associated warrants, and recognized a gain on derivative instruments of $36,882.
---	---
d)	On<br> May 10, 2025, the Company entered into a registered equity line of credit agreement with a single institutional investor, providing<br> for aggregate gross proceeds of up to $12,811,735, representing approximately 11,000,000 shares of the Company’s common stock.<br> Under the terms of the agreement, the Company may issue put notices to the investor to purchase shares, subject to a beneficial ownership<br> limitation of 4.99%. The purchase price per share is equal to 87.5% of the lesser of (i) the closing price of the common stock on<br> the trading day immediately preceding the issuance of the put notice, or (ii) the lowest closing price during the three trading days<br> following the issuance of the put notice. From the date of effectiveness through June 30, 2025, the Company issued 4,926,642 common<br> shares under this facility for net proceeds of $12,482,382.
e)	On<br> May 9, 2025, an investor converted 126 Class “C” Commitment Preferred Shares, with a stated value of $126,000, into 180,645<br> shares of the Company’s common stock. The Company credited $148,235 to share capital, representing the fair value of the converted<br> preferred shares, and reduced the preferred share liability by the same amount. No gain or loss was recognized on the conversion.
f)	On<br> May 9, 2025, an investor converted 273 Class “C” Commitment Preferred Shares, with a stated value of $273,000, into 391,397<br> shares of the Company’s common stock. The Company credited $321,176 to share capital, representing the fair value of the converted<br> preferred shares, and reduced the preferred share liability by the same amount. No gain or loss was recognized on the conversion.
g)	On<br> May 12, 2025, an investor converted 8 Class “C” Commitment Preferred Shares, with a stated value of $8,000, into 11,469<br> shares of the Company’s common stock. The Company credited $9,412 to share capital, representing the fair value of the converted<br> preferred shares, and reduced the preferred share liability by the same amount. No gain or loss was recognized on the conversion.
h)	On<br> June 13, 2025, the Company entered into a second registered equity line of credit agreement with an institutional investor, providing<br> for aggregate gross proceeds of up to $3,702,515, representing approximately 1,754,745 shares of the Company’s common stock.<br> The terms of the agreement are consistent with the May 10, 2025, facility, including the 4.99% beneficial ownership limitation and<br> pricing formula. On June 30, 2025, the Company filed an amendment to this agreement to increase the number of shares issuable under<br> the facility by 20%, resulting in an increase of 350,949 shares, for a new total of 2,105,694 shares. From the date of effectiveness<br> through June 30, 2025, the Company issued 2,042,789 common shares under this facility for net proceeds of $3,666,694.
i)	As<br> of June 30, 2025, the Company had subscription receivables totaling $3,691,280 related to common shares issued prior to period end.<br> These amounts were received subsequent to June 30, 2025 and are presented as a separate component of shareholders’ equity.
---	---

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

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SiyataMobile Inc.

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

(Expressed in US dollars)

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

6.	SHARE CAPITAL (Cont’d)
(d)	Stock options
---	---

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

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

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

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

Grant<br> Date			Weighted<br> Average<br><br> <br>Exercise<br> Price		Expiry<br><br> <br>date
15-Nov-20	1	1		756,000.00	15-Nov-30	5.38
15-Nov-20	1	1		756,000.00	15-Nov-25	0.38
13-Apr-22	6	6		138,600.00	13-Apr-27	1.79
12-Jul-22	3	3		138,600.00	12-Jul-25	0.03
Total	11	11	$	250,854.55		1.51

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

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

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

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SiyataMobile Inc.

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

(Expressed in US dollars)

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

6.	SHARE CAPITAL (Cont’d)
(f)	Restricted share units
---	---

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

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

		Weighted Average<br> <br>Issue Price
Outstanding<br> RSU, December 31, 2023	24	$	132,353
Granted	-		-
Exercised/cancelled	-		-
Outstanding<br> RSU, December 31, 2024	24	$	132,353
Granted	-		-
Exercised/cancelled	-		-
Outstanding<br> RSU, June 30, 2025	24	$	132,353

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

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

Grant<br> Date			Weighted<br> Average<br><br> <br>Issue<br> Price
9-Mar-22	17	17	$	129,780
13-Apr-22	7	7	$	138,600
Outstanding<br> RSU, June 30, 2025	24	24	$	132,353

| 14 |

| --- |

SiyataMobile Inc.

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

(Expressed in US dollars)

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

6.	SHARE CAPITAL (Cont’d)
(g)	Agents’ options
---	---

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

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

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

Grant<br> Date			Weighted<br> Average<br><br> <br>Exercise<br> Price		Expiry<br><br> <br>date
29-Sep-20	1	1	$	831,600	28-Sep-25	0.25
29-Sep-20	2	2	$	863,100	28-Sep-25	0.25
11-Jan-22	3	3	$	318,780	11-Jan-27	1.53
31-Oct-23	95	95	$	901	31-Oct-28	3.34
Total<br> Agent options	101	101	$	35,641		3.19

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

(h)	Share purchase warrants

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

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

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

Grant<br> Date		Exercise<br> Price		Expiry<br> date
29-Sep-20	14		863,100	28-Sep-25
11-Jan-22	80		289,800	10-Jan-27
31-Oct-23	56		13	none
Total	150	$	235,121

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

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SiyataMobile Inc.

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

(Expressed in US dollars)

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

7.	COST OF SALES
(in<br> thousands)	Six months<br> <br>ended<br> <br>June 30, 2025		Six months<br> <br>ended<br> <br>June 30, 2024		Three months<br> <br>ended<br> <br>June 30, 2025			Three months<br> <br>ended<br> <br>June 30, 2024
---	---	---	---	---	---	---	---	---	---
Inventory<br> expensed	$	3,461	$	2,704	$	1,735		$	1,373
Royalties		41		114		(34	)		83
Other<br> expenses		174		371		36			238
Total	$	3,676	$	3,189	$	1,737		$	1,694
8.	SELLING AND MARKETING EXPENSES
---	---
(in<br> thousands)	Six months<br> <br>ended<br> <br>June 30, 2025		Six months<br> <br>ended<br> <br>June 30, 2024		Three months<br> <br>ended<br> <br>June 30, 2025		Three months<br> <br>ended<br> <br>June 30, 2024
---	---	---	---	---	---	---	---	---
Salaries<br> and related expenses	$	1,723	$	1,589	$	830	$	739
Advertising<br> and marketing		211		434		127		191
Travel<br> and conferences		304		79		143		24
Total	$	2,238	$	2,102	$	1,100	$	954
9.	GENERAL AND ADMINISTRATIVE EXPENSES
---	---
(in<br> thousands)	Six months<br> <br>ended<br> <br>June 30, 2025		Six months<br> <br>ended<br> <br>June 30, 2024		Three months<br> <br>ended<br> <br>June 30, 2025		Three months<br> <br>ended<br> <br>June 30, 2024
---	---	---	---	---	---	---	---	---
Salaries<br> and related expenses	$	674	$	445	$	419	$	298
Professional<br> services		415		346		149		158
Consulting<br> and director fees		784		568		476		281
Travel		91		76		42		27
Office<br> and general		514		484		220		215
Regulatory<br> and filing fees		114		71		40		36
Shareholder<br> relations		48		82		23		18
Total	$	2,640	$	2,072	$	1,369	$	1,033

| 16 |

| --- |

SiyataMobile Inc.

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

(Expressed in US dollars)

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

10.	FINANCIAL INSTRUMENTS

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

Creditrisk

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

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

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

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

| 17 |

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SiyataMobile Inc.

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

(Expressed in US dollars)

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

10.	FINANCIAL INSTRUMENTS (Cont’d)

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

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

Liquidityrisk

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

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

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

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

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SiyataMobile Inc.

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

(Expressed in US dollars)

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

10.	FINANCIAL INSTRUMENTS (Cont’d)

Marketrisk

a)	Currency Risk

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

b)	Interest Rate Risk

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

c)	Price Risk

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

11.	RELATED PARTY TRANSACTIONS

Key Personnel Compensation

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

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

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SiyataMobile Inc.

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

(Expressed in US dollars)

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

11.	RELATED PARTY TRANSACTIONS (Cont’d)

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

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

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

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

Revenue by geographical area information is shown below:

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

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SiyataMobile Inc.

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

(Expressed in US dollars)

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

12.	SEGMENTED INFORMATION (Cont’d)

Non-current asset geographic area information is shown below:

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

Product information is shown below:

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

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

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SiyataMobile Inc.

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

(Expressed in US dollars)

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

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

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

14.	CONTINGENCIES
	On<br> October 22, 2024 the Company was served with a lawsuit from one of its suppliers demanding an amount of $457,477.91 for services<br> rendered to the Company. The Company has reached an informal agreement as of June 30 ,2025 and signed a final settlement agreement<br> on July 25, 2025. Under this agreement, the Company will pay $8,333 per month for 24 months (a total of $200,000) to settle this<br> claim. The remaining balance over-accrued in previous periods of $254,000 was included in income in the period as a change in reserve<br> for claims. Thus the balance of contingencies at June 30, 2025 is $NIL.
15.	SUBSEQUENT EVENTS DURING AND AFTER THE REPORTING PERIOD
---	---
1.	On<br> July 7, 2025, the Company issued from open equity lines of credit, put notices for a total of 12,364 common shares for net proceeds<br> of $34,235.
---	---
2.	On<br> July 9, 2025, the Company repaid the balance of the Sale of future receipts outstanding at June 30, 2025 in the amount of $273,283.
---	---
3.	On<br> July 14, 2025, the ramming balance of 215 Class “C” preferred shares, that were outstanding as of June 30, 2025, were<br> converted into 308,243 common shares of the Company. The company reduced the preferred share liability by $252,136 and credited share<br> capital for the same amount resulting in no gain nor loss on the transaction.
---	---
4.	A<br> significant transaction was initiated prior to the reporting date. On February 26, 2025, Siyata Mobile Inc. (the “Company”)<br> entered into a Merger Agreement with Core Gaming, Inc., a Delaware corporation. Pursuant to the Merger Agreement, the parties intend<br> to carry out the following transactions: Core Gaming Inc. will merge with and into a Merger Sub, with Core Gaming Inc. continuing<br> as the surviving entity and becoming a wholly owned subsidiary of the Company. This transaction represents a reverse takeover, whereby<br> Core Gaming Inc.’s shareholders will become the majority owners, holding approximately 90% of the outstanding shares, while<br> the Company’s legacy shareholders will retain approximately 10% of the merged entity. As of the date of this report, the transaction<br> has not yet been completed.
---	---

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

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

To date the merger has not been consummated.

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Exhibit99.2

CONSOLIDATEDINTERIM FINANCIAL STATEMENTS

Asat and for the six months ended June 30, 2025

The management of Core Gaming, Inc. is responsible for the preparation of the accompanying unaudited consolidated interim financial statements. The unaudited consolidated interim financial statements have been prepared using accounting policies in compliance with U.S. Generally Accepted Accounting Principles for the preparation of consolidated interim financial statements.

Bush & Associates CPA LLC, the independent registered public accounting firm for Core Gaming, Inc., has reviewed these consolidated interim financial statements in accordance with the standards established by the Public Company Accounting Oversight Board for a review of interim financial statements by an entity’s auditor.

CoreGaming, Inc. And Its Subsidiary

ConsolidatedFinancial Statements

ForThe Six Months Ended June 30, 2025

TABLE OF CONTENTS	PAGE
Consolidated Statements of financial position	2
Consolidated Statement of profit or loss and other comprehensive income	3
Consolidated Statement of changes in equity	4
Consolidated Statement of cash flows	5
Notes to the consolidated financial statements	6<br> - 14

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CoreGaming, Inc. And Its Subsidiary

ConsolidatedStatement of Financial Position

AsAt June 30, 2025

(ExpressedIn United States Dollars)


ASSETS
Current<br> assets
Prepayments,<br> net
Other<br> receivables, net
Accounts<br> receivable, net
Cash<br> and cash equivalents
Total<br> current assets
Non-current<br> assets
Intangible<br> assets	5
Total<br> non-current assets
Total<br> assets
LIABILITIES<br> AND EQUITY
Current<br> liabilities
Account<br> and other payables
Taxes<br> Payable
Total<br> current liabilities
Total<br> liabilities
Equity
Share capital	6
Share premium	6
Other<br> reserves		)	)
Accumulated<br> loss		)	)
Total<br> Equity
Total<br> liabilities and equity

All values are in US Dollars.

Theaccompanying notes form an integral part of and should be read in conjunction with these financial statements.

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CoreGaming, Inc. And Its Subsidiary

ConsolidatedStatement of Profit or Loss and Other Comprehensive Income

ForThe Six Months Ended June 30, 2025

(ExpressedIn United States Dollars)


Revenue
Cost<br> of providing services	4	)
Gross<br> profit		)
General<br> and administrative expenses	4	)
Net<br> impairment reversal on financial and contract assets
Other<br> income
Foreign<br> exchange gain - net
Operating<br> loss		)
Interest<br> income
Finance<br> cost		)
Finance<br> cost - net		)
Loss<br> before income tax		)
Income<br> tax expenses
Loss<br> for the period		)
Other<br> comprehensive income
Total<br> comprehensive loss		)

All values are in US Dollars.

Theaccompanying notes form an integral part of and should be read in conjunction with these financial statements.

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CoreGaming, Inc. And Its Subsidiary

ConsolidatedStatement of Change in Equity

ForThe Six Months Ended June 30, 2025

(ExpressedIn United States Dollars)

						Other<br> reserves
	Note	Share<br> capital	Share<br> premium	Accumulated<br> loss		Foreign<br> currency translation		Total<br> Equity
Balance<br> as of January 1, 2025					)		)
Net<br> loss					)				)
Foreign<br> currency translation loss
Balance<br> as of June 30, 2025					)		)

All values are in US Dollars.

					Other<br> reserves
	Note	Share<br> capital	Share<br> premium	Accumulated<br> loss	Foreign<br> currency translation	Total<br> Equity
Balance<br> as of May 10, 2024
Issue of shares
Balance<br> as of June 30, 2024

All values are in US Dollars.

Theaccompanying notes form an integral part of and should be read in conjunction with these financial statements.

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CoreGaming, Inc. And Its Subsidiary

ConsolidatedStatement of Cash Flows

ForThe Six Months Ended June 30, 2025

(ExpressedIn United States Dollars)

	Note	Six-Month<br> Ended June<br> 30, 2025		May<br> 10, 2024 – June<br> 30, 2024
Net<br> Profit			)
Adjustments<br> for
Amortization
Changes<br> in operating assets and liabilities:
Accounts<br> receivable
Prepayment			)
Other<br> receivables
Accounts<br> payable and accrued liabilities			)
Tax<br> payables
Cash<br> flow generated from operation			)
Net<br> cash generated from operating activities			)
Cash<br> used for investing activities
Net<br> cash generated from investing activities
Cash<br> flow from financing activities
Net<br> cash generated from financing activities
Foreign<br> exchange
Net<br> increase in cash			)
Cash<br> and Cash Equivalent at beginning of the period
Cash<br> and Cash Equivalent at end of the period

All values are in US Dollars.

Theaccompanying notes form an integral part of and should be read in conjunction with these financial statements.

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CoreGaming, Inc. And Its Subsidiary

Notesto The Consolidated Financial Statements

ForThe Six Months Ended June 30, 2025

(ExpressedIn United States Dollars)

1.	Basis of Presentation and Summary of Significant Accounting Policies

Corporateinformation

Core Gaming, Inc. (the “Company”) is 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.

The principle activities of the Company are 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.

Basisof Presentation

The accompanying consolidated financial statements of Core Gaming, Inc. and its subsidiary (the “Group”) have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB) and interpretations issued by the IFRS Interpretations Committee (IFRS IC) applicable to companies reporting under IFRS.

The financial statements have been prepared on a historical cost basis.

Newand amended standards adopted by the Group

The Group has adopted the new or amended IFRS and Interpretations of FRS (“INT IFRS”) that are mandatory for application for the financial period. Changes to the Group’s accounting policies have been made as required, in accordance with the transitional provisions in the respective SFRS and INT SFRS.

The adoption of these new or amended SFRS and INT SFRS did not result in substantial changes to the Group’s accounting policies and had no material effect on the amounts reported for the current financial period.

Newstandards and interpretations not yet adopted

Certain amendments to accounting standards have been published that are not mandatory for June 30, 2025 reporting periods and have not been early adopted by the Group. These amendments are not expected to have a material impact on the entity in the current or future reporting periods and on foreseeable future transactions.

Summaryof Significant Accounting Policies

1)Group accounting

Consolidation

Subsidiaries are all entities (including structured entities) over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date on that control ceases.

In preparing the consolidated financial statements, transactions, balances and unrealized gains on transactions between group entities are eliminated. Unrealized losses are also eliminated unless the transaction provides evidence of an impairment indicator of the transferred asset. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group.

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CoreGaming, Inc. And Its Subsidiary

Notesto The Consolidated Financial Statements

ForThe Six Months Ended June 30, 2025

(ExpressedIn United States Dollars)

Acquisitions

The acquisition method of accounting is used to account for business combinations entered into by the Group.

The consideration transferred for the acquisition of a subsidiary or business comprises the fair value of the assets transferred, the liabilities incurred and the equity interests issued by the Group. The consideration transferred also includes any contingent consideration arrangement and any pre-existing equity interest in the subsidiary measured at their fair values at the acquisition date.

Acquisition-related costs are expensed as incurred.

Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are, with limited exceptions, measured initially at their fair values at the acquisition date.

The excess of (a) the consideration transferred, the amount of any non-controlling interest in the acquiree and the acquisition-date fair value of any previous equity interest in the acquiree over the (b) fair value of the identifiable net assets acquired is recorded as goodwill.

2)Foreign Currency Translation

The Company’s function currency is United States dollars. The Group translates the financial statements of the Group entities (none of which has the currency of a hyperinflationary economy) that have a different functional currency different from the presentation currency into United States dollars. Assets and liabilities denominated in foreign currencies are translated at the exchange rates in effect at the consolidated balance sheet dates. Revenues and expenses are translated at the average exchange rates prevailing during the period. Unrealized gains or losses arising from currency translation are included in other comprehensive income/(loss).

3)Revenue and Account Receivables

The Group generates its income through publishing advertisements on various advertising platforms. The Group’s performance obligation is to provide customers with access to the advertising solutions. The transaction price is the product of either the number of completions of agreed upon actions or advertisements displayed and the contractually agreed upon price per advertising unit. Revenues are recognized at the point-in-time the advertisements are displayed in the game or the services has been completed as the customer simultaneously receives and consumes the benefits provided from these services. The revenue is estimated based on advertising data for each month and revised after confirmation of revenues with various advertising agencies.

4)Account and Other Payables

Accounts Payable primarily consist of amounts due to advertising platforms and agencies for marketing services, as well as game development fees owed to third-party game suppliers. other payables represent liabilities for goods and services provided to the Group prior to the end of financial year which are unpaid. These payables are typically settled within the standard payment terms contracted with the respective suppliers. These payables do not bear interests.

Trade and other payables are initially recognized at fair value, and subsequently carried at amortized cost using the effective interest method.

5)Cash and Cash Equivalents

Cash consists of cash on hand and cash in banks. The Company considers highly liquid investments such as time deposits and certificates of deposit with original maturities of three months or less to be cash equivalents.

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CoreGaming, Inc. And Its Subsidiary

Notesto The Consolidated Financial Statements

ForThe Six Months Ended June 30, 2025

(ExpressedIn United States Dollars)

6)Income Taxes

Income tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the financial year. Taxable profit differs from profit as reported profit or loss because it excludes items of income or expense that are taxable or deductible in other financial years and it further excludes items that are not taxable or tax deductible. The Group’s liability for current tax is calculated using tax rates (and tax laws) that have been enacted or substantively enacted in countries where the Group operates by the end of the financial year.

Deferred income tax is recognized for temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements except when the deferred income tax arises from the initial recognition of goodwill or an asset or liability in a transaction that is not a business combination and affects neither accounting nor taxable profit or loss at the time of the transaction. Deferred income tax asset is recognized to the extent that it is probable that future taxable profit will be available against which the deductible temporary differences and tax losses can be utilized.

7)Financial assets

(a) Classification and measurement

The Group classifies its financial assets in the following measurement categories:

●	Amortized<br> cost;
●	Fair<br> value through other comprehensive income (FVOCI); and
●	Fair<br> value through profit or loss (FVPL).

The classification depends on the Group’s business model for managing the financial assets as well as the contractual terms of the cash flows of the financial asset.

Atinitial recognition

At initial recognition, the Group measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss, transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at fair value through profit or loss are expensed in profit or loss.

Atsubsequent measurement

Cash and cash equivalents, trade and other receivables are carried at amortized cost subsequently.

(b) Derecognition

Financial assets are derecognized when the rights to receive cash flows from the financial assets have expired or have been transferred and the Group has transferred substantially all risks and rewards of ownership.

8)Impairment of financial assets

The Group recognizes an allowance for expected credit losses (ECLs) for all debt instruments not held at FVPL. ECLs are based on the difference between the contractual cash flows due in accordance with the contract and all the cash flows that the Group expects to receive, discounted at an approximation of the original effective interest rate. The expected cash flows will include cash flows from the sale of collateral held or other credit enhancements that are integral to the contractual terms.

ECLs are recognized in two stages. For credit exposures for which there has not been a significant increase in credit risk since initial recognition, ECLs are provided for credit losses that result from default events that are possible within the next 12-months (a 12-month ECL). For those credit exposures for which there has been a significant increase in credit risk since initial recognition, a loss allowance is recognized for credit losses expected over the remaining life of the exposure, irrespective of timing of the default (a lifetime ECL).

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CoreGaming, Inc. And Its Subsidiary

Notesto The Consolidated Financial Statements

ForThe Six Months Ended June 30, 2025

(ExpressedIn United States Dollars)

For trade receivables, the Group applies a simplified approach in calculating ECLs. Therefore, the Group does not track changes in credit risk, but instead recognizes a loss allowance based on lifetime ECLs at each reporting date. The Group has established a provision matrix that is based on its historical credit loss experience, adjusted for forward-looking factors specific to the debtors and the economic environment which could affect debtors’ ability to pay.

The Group considers a financial asset in default when contractual payments are long past due. However, in certain cases, the Group may also consider a financial asset to be in default when internal or external information indicates that the Group is unlikely to receive the outstanding contractual amounts in full before taking into account any credit enhancements held by the Group. A financial asset is written off when there is no reasonable expectation of recovering the contractual cash flows.

9)Intangible assets

Patents and licenses

Cost for applying and registering patents, trade mark and license are capitalized at cost and are subsequently carried at cost less accumulated amortization and accumulated impairment losses. These costs are amortized to profit or loss using the straight-line method over 20 years, which is the shorter of their estimated useful lives and periods of contractual rights.

10)Lease

The Group has elected to not recognize right-of-use assets and lease liabilities for short-term leases that have lease terms of 12 months or less and leases of low value leases. Lease payments relating to these leases are expensed to profit or loss on a straight-line basis over the lease term.

11)Provision

Provisions are recognized when the Group has a present legal or constructive obligation as a result of past events, it is more likely than not that an outflow of resources will be required to settle the obligation, and the amount has been reliably estimated.

2.	Significant accounting judgements and estimates

The preparation of the Group’s financial statements requires management to make judgments, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the disclosure of contingent liabilities at the end of each reporting period. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of the asset or liability affected in the future periods.

Impairment of trade receivables

Based on the Group’s historical credit loss experience, trade receivables exhibited different loss patterns for each receivable aging group. Accordingly, management has determined the expected loss rates by grouping the receivables by aging groups. A loss allowance of $153,545 for trade receivables was recognized as at June 30, 2025.

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CoreGaming, Inc. And Its Subsidiary

Notesto The Consolidated Financial Statements

ForThe Six Months Ended June 30, 2025

(ExpressedIn United States Dollars)

3.	Revenue

Revenues consist of the following items:

	Six-Month<br> Ended June<br> 30, 2025	Six-Month<br> Ended June<br> 30, 2024
Advertisement<br> publishing service

All values are in US Dollars.

4.	Expense by nature
	Six-Month<br> Ended June<br> 30, 2025	Six-Month<br> Ended June<br> 30, 2024
---	---	---
Advertisement<br> publishing cost
Software<br> technology cost
Other<br> service cost
Cost<br> of providing services
Staff<br> cost
Office<br> expense
Others
General<br> and administrative expenses

All values are in US Dollars.

5.	Intangible assets

Intangible assets consist of capitalized patent application fees.

	Trade<br> Mark & Patents	Total
Cost
At January<br> 1, 2025
Exchange<br> difference
At<br> June 30, 2025
Accumulated<br> depreciation
At January 1, 2025
Exchange<br> difference
Amortization
At<br> June 30, 2025
Carrying<br> amount
At January 1, 2025
At<br> June 30, 2025

All values are in US Dollars.

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CoreGaming, Inc. And Its Subsidiary

Notesto The Consolidated Financial Statements

ForThe Six Months Ended June 30, 2025

(ExpressedIn United States Dollars)

6.	Share capital
	Number<br> <br>of ordinary shares		Par<br> value	Share<br> premium
---	---	---	---	---
Issued<br> and fully paid:
At<br> January 1, 2025 & June 30, 2025		1,000,000

All values are in US Dollars.

7.	Investment in subsidiary
	June<br> 30, 2025
---	---

Unquoted<br> shares, at cost

All values are in US Dollars.

The details of the subsidiary as at the reporting date are:

Name of Group<br> <br>(Country of incorporation)	Principal<br> activities	Cost<br> of investment	Percentage of equity held by the Parent		Percentage of equity held by the Group
		06.30.2025	06.30.2025<br><br><br><br>%		06.30.2025<br><br><br><br>%
Newbyera<br> Technology Limited (Hong Kong)	Mobile<br> game developing and publishing			100		100

All values are in US Dollars.

8.	Financial instruments and financial risks

The Group’s activities expose it to a variety of financial risks from its operation. The key financial risk relevant to the Group is credit risk.

The management team reviews and agrees policies and procedures for the management of financial risks. There has been no change to the Group’s exposure to the financial risks or the manner in which it manages and measures the risks.

Creditrisk

Credit risk refers to the risk that the counterparty will default on its contractual obligations resulting in a loss to the Group. The Group’s exposure to credit risk arises primarily from trade and other receivables. For other financial assets (including cash and cash equivalents), the Group minimizes credit risk by dealing exclusively with high credit rating counterparties.

The Group has adopted a policy of only dealing with creditworthy counterparties. The Group performs ongoing credit evaluation of its counterparties’ financial condition and generally does not require a collateral.

The Group considers the probability of default upon initial recognition of assets and whether there has been a significant increase in credit risk on an ongoing basis throughout each reporting period.

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CoreGaming, Inc. And Its Subsidiary

Notesto The Consolidated Financial Statements

ForThe Six Months Ended June 30, 2025

(ExpressedIn United States Dollars)

Payment terms are specified in agreements between the Group and the platforms and agencies. The Group generally reconciles with the platforms and agencies at the end of each month for the price of impressions filled in that month. Specific payment terms may vary by agreement but are generally 30 - 60 days.

As at June 30, 2025, Accounts receivables amounted to $9,100,904, and are unsecured, and do not bear interest. The allowance for doubtful accounts is reviewed monthly, requires judgment, and is based on the best estimate of the amount of probable credit losses in existing accounts receivable. The Group reviews the status of the then-outstanding accounts receivable on a customer-by-customer basis, taking into consideration the aging schedule of receivables, its historical collection experience, current information regarding the client, subsequent collection history, and other relevant data, in establishing the allowance for doubtful accounts. Accounts receivables are presented net of an allowance for doubtful accounts. Accounts receivables are written off against the allowance for doubtful accounts when the Group determines amounts are no longer collectible.

The Group’s credit risk exposure in relation to trade receivables are as follows:

		Past Due
	Current	Within<br> 30 days	30<br> to 120 days	More<br> than 120 days	Total
Trade<br> receivables	9,062,025	132,303	8,002	52,119	9,254,449
Loss<br> allowance	110,024	6,615	4,001	32,904	153,545

The movements in credit loss allowance are as follows:

	Credit<br> loss allowance
Balance<br> as at January 1, 2025
Changes<br> in credit risk		)
Write-off		)
Balance<br> as at June 30, 2025

All values are in US Dollars.

Liquidityrisk

Liquidity risks refer to the risks in which the Group and Group encounters difficulties in meeting its short-term obligations. Liquidity risks are managed by matching the payment and receipt cycle.

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CoreGaming, Inc. And Its Subsidiary

Notesto The Consolidated Financial Statements

ForThe Six Months Ended June 30, 2025

(ExpressedIn United States Dollars)

The table below summarizes the maturity profile of the Group and Group’s financial assets and liabilities at the reporting date based on contractual undiscounted repayment obligations:

	Less<br> than 1 year	More<br> than 1 years but less than 5 years	More<br> than 5 years	Total
Group
Financial<br> assets
Cash<br> and cash equivalents
Other<br> receivables
Trade<br> receivables
As<br> at June 30, 2025
Financial<br> liabilities
Trade<br> and other payables
As<br> at June 30, 2025
Net<br> undiscounted financial assets as at June 30, 2025

All values are in US Dollars.

	Less<br> than 1 year	More<br> than 1 years but less than 5 years	More<br> than 5 years	Total
Group
Financial<br> assets
Cash<br> and cash equivalents
Other<br> receivables
Trade<br> receivables
As<br> at December 31, 2024
Financial<br> liabilities
Trade<br> and other payables
As<br> at December 31, 2024
Net<br> undiscounted financial assets as at December 31, 2024

All values are in US Dollars.

Marketrisks

Market risk is the risk that changes in market prices, such as interest rates and foreign exchange rates that will affect the Group’s income or the value of its holdings of financial instruments. The Group’s activities expose it primarily to the financial risks of changes in foreign currency exchange rates. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimizing the return on risk.

The Group entities transact business in certain foreign currencies, mainly United State dollars, other than the respective functional currencies of the Group entities, and hence is exposed to foreign currency risks. Since the financial assets and liabilities of the Group entities are short-term in nature, their exposure to foreign currency risk is not significant. The Group ensures that the net exposure is kept to an acceptable level by buying or selling foreign currencies at spot rates where necessary to address short-term imbalances.

9.	Fair value of assets and liabilities

The fair values of applicable assets and liabilities, are determined and categorized using a fair value hierarchy as follows:

(a)	Level<br> 1 - the fair values of assets and liabilities with standard terms and conditions and which trade in active markets that the Group<br> can access at the measurement date are determined with reference to quoted market prices (unadjusted).
(b)	Level<br> 2 - in the absence of quoted market prices, the fair values of the assets and liabilities are determined using the other observable,<br> either directly or indirectly, inputs such as quoted prices for similar assets/liabilities in active markets or included within Level<br> 1, quoted prices for identical or similar assets/liabilities in non-active markets.
(c)	Level<br> 3 - in the absence of quoted market prices included within Level 1 and observable inputs included within Level 2, the fair values<br> of the remaining assets and liabilities are determined in accordance with generally accepted pricing models.

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CoreGaming, Inc. And Its Subsidiary

Notesto The Consolidated Financial Statements

ForThe Six Months Ended June 30, 2025

(ExpressedIn United States Dollars)

Fair value measurements that use inputs of different hierarchy levels are categorized in its entirety in the same level of the fair value hierarchy as the lowest level input that is significant to the entire measurement.

Except as disclosed in the respective notes, the carrying amounts of the current financial assets and financial liabilities, including cash and bank balances, trade and other receivables, trade and other payables approximate their respective fair values due to their short maturity nature.

10.	Commitments and Contingencies

The Group’s agreements with platforms and agencies typically obligate the Group to provide indemnity and defense for losses resulting from claims of intellectual property infringement, damages to property or persons, business losses, or other liabilities. No material demands have been made upon the Group to provide indemnification under such agreements and there are no claims that the Group is aware that could have a material effect on the Group’s financial statements.

11.	Significant Transaction after reporting date

On 26 February 2025, Core Gaming, Inc. entered into a Merger Agreement (the “Merger Agreement”) with Siyata Mobile Inc., a corporation existing under the laws of the Province of British Columbia (“Purchaser”), and Siyata Core Acquisition U.S., Inc., a Delaware corporation and wholly owned subsidiary of Purchaser (“Merger Sub”). The merger is completed on 3 October, 2025.

Pursuant to the Merger Agreement:

●

The Company merged with and into Merger Sub (the “Merger”), with the Company continuing as the surviving entity and becoming a wholly owned subsidiary of Purchaser.

●

In exchange for the outstanding shares of the Company’s common stock, Purchaser issued 67,302,300 common shares to the shareholders of the Company based on an exchange ratio calculated as $160,000,000 divided by the volume-weighted average closing price of Purchaser’s common shares on the Nasdaq Stock Market LLC for the 10-day trading period immediately preceding the effective time of the Merger.

Since the merger is closed after the reporting date, no accounting recognitions have been made to the financial statements for the six month period ended 30 June 2025 in respect of this transaction

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