Core AI Holdings, Inc F-3, filed Jul 1, 2022

Core AI Holdings, Inc. (CHAI)

F-3 2022-07-01

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Added on October 22, 2026

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British Columbia (Canada)		Not Applicable
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification Number)

	PAGE
ABOUT THIS PROSPECTUS	4
MARKET INFORMATION	4
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	5
BUSINESS	6
RISK FACTORS	17
OFFER STATISTICS AND EXPECTED TIMETABLE	17
USE OF PROCEEDS	17
CAPITALIZATION	17
DESCRIPTION OF SHARE CAPITAL	17
DESCRIPTION OF COMMON SHARES	22
DESCRIPTION OF WARRANTS	23
DESCRIPTION OF RIGHTS	24
DESCRIPTION OF PURCHASE CONTRACTS	25
DESCRIPTION OF DEBT SECURITIES	26
DESCRIPTION OF UNITS	33
COMPARISON OF BRITISH COLUMBIA AND DELAWARE CORPORATE LAW	34
TAX	43
PLAN OF DISTRIBUTION	43
LEGAL MATTERS	46
EXPERTS	46
ENFORCEMENT OF CIVIL LIABILITIES UNDER U.S. SECURITITES LAWS	47
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES	47
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE	47
WHERE YOU CAN FIND ADDITIONAL INFORMATION	48

	•	the title of the Warrants;

	•	the aggregate number of the Warrants;

	•	the price or prices, if any, at which the Warrants will be issued;

	•	the extent to which the Warrants are not transferable;

	•	the designation, number or principal amount and terms of the Debt Securities and/or Common Shares purchasable upon exercise of the Warrants;

	•	information with respect to book-entry procedures, if any;

	•	in connection with Warrants denominated as Rights, the extent of any over-subscription privilege with respect to unsubscribed securities;

	•	any redemption or call provisions;

	•	whether the Warrants may be sold separately or with other securities as part of Units;

	•	any material Canadian and United States federal income tax consequences;

	•	the material terms of any standby underwriting arrangement entered into by us in connection with any Warrants; and

	•	the date for determining the shareholders entitled to the Rights distribution;

	•	the exercise price for the Rights;

	•	the number of Rights issued to each shareholder and the aggregate number of Rights issued;

	•	the exercise price payable for each Common Share or Debt Security upon the exercise of the Rights;

	•	the number and terms of the Common Shares or Debt Securities which may be purchased per Right;

	•	the extent to which the Rights are transferable and the date, if any, on and after the Rights may be separately transferred;

	•	the date on which the right to exercise the Rights will commence and the date on which the right to exercise the Rights will expire;

	•	the method by which holders of Rights will be entitled to exercise;

	•	the conditions to the completion of the offering; if any;

	•	the withdrawal, termination and cancellation rights, if any;

	•	the extent to which the Rights include an over-subscription privilege with respect to unsubscribed securities;

	•	the material terms of any standby underwriting arrangement entered into by us in connection with the Rights offering; and

	•	any other terms of the Rights, including terms, procedures and limitations relating to the exchange and exercise of the Rights;

	•	the title of Debt Securities;

	•	the price or prices (expressed as a percentage of the principal amount) at which we will sell the Debt Securities;

	•	any limit on the aggregate principal amount of the Debt Securities and the right, if any, to extend such date or dates;

	•	the date or dates on which we will pay the principal on the Debt Securities;

	•	be deposited with the depositary or its nominee; and

	•	bear any required legends.

	•	the successor assumes our obligations on the Debt Securities and under the indenture pursuant to a supplemental indenture or other agreements in form reasonably satisfactory to the trustee;

	•	immediately after giving effect to the transaction and treating our obligations in connection with or as a result of such transaction as having been incurred as of the time of such transaction, no default or event of default shall have occurred and be continuing under the indenture; and

	•	cure any ambiguity, defect or inconsistency, provided that the interests of the holders are not adversely affected;

	•	conform the text of the indenture or the Debt Securities to any corresponding provision of this “Description of Debt Securities”, as evidenced by an officer’s certificate;

	•	provide for the issuance of additional Debt Securities;

	•	provide for the assumption of our obligations in the case of a merger or consolidation and our discharge upon such assumption;

	•	add covenants or make any change that would provide any additional rights or benefits to the holders of the Debt Securities;

	•	add guarantees with respect to the Debt Securities;

	•	provide for uncertificated Debt Securities in addition to or in place of certificated Debt Securities;

	•	secure the Debt Securities;

	•	add or appoint a successor or separate trustee;

	•	make any change that does not adversely affect the interests of any holder of Debt Securities; or

	•	obtain or maintain the qualification of the indenture under the Trust Indenture Act of 1939, as amended.

		Delaware		British Columbia (Canada)
Special Vote Required for Combinations with Interested Stockholders/ Shareholders		Unless a Delaware corporation's certificate of incorporation provides that it elects not to be governed by Section 203 of the DGCL, a Delaware corporation may not engage in a business combination with an interested stockholder for a period of three years after the time of the transaction in which the person became an interested stockholder, unless (i) the board of directors of the corporation, prior to the time of the transaction in which the person became an interested stockholder, approves either the business combination or the transaction in which the stockholder becomes an interested stockholder; (ii) upon consummation of the transaction which resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced (excluding shares owned by directors and officers of the corporation and shares held in certain types of employee stock plans); or (iii) the board of directors and the holders of at least two-thirds of the outstanding voting stock not owned by the interested stockholder approve the business combination on or after the time of the transaction in which the person became an interested stockholder. For purposes of Section 203, the DGCL, subject to specified exceptions, generally defines an interested stockholder to include any person who, together with that person's affiliates or associates, (i) owns 15% or more of the outstanding voting stock of the corporation (including any rights to acquire stock pursuant to an option, warrant, agreement, arrangement or understanding, or upon the exercise of conversion or exchange rights, and stock with respect to which the person has voting rights only), or (ii) is an affiliate or associate of the corporation and owned 15% or more of the outstanding voting stock of the corporation at any time within the previous three years.		The BCBCA does not contain a provision comparable to Section 203 of the DGCL with respect to business combinations.

	Delaware	British Columbia (Canada)
Appraisal Rights; Rights to Dissent	Under the DGCL, a stockholder of a corporation participating in some types of major corporate transactions may, under varying circumstances, be entitled to appraisal rights pursuant to which the stockholder may receive cash in the amount of the fair market value of his or her shares in lieu of the consideration he or she would otherwise receive in the transaction. For example, a stockholder is entitled to appraisal rights in the case of a merger or consolidation if the shareholder is required to accept in exchange for the shares anything other than: (i) shares of stock of the corporation surviving or resulting from the merger or consolidation, or depository receipts in respect thereof; (ii) shares of any other corporation, or depository receipts in respect thereof, that on the effective date of the merger or consolidation will be either listed on a national securities exchange or held of record by more than 2,000 shareholders; (iii) cash instead of fractional shares of the corporation or fractional depository receipts of the corporation; or (iv) any combination of the foregoing	The BCBCA provides that shareholders of a company are entitled to exercise dissent rights in respect of certain matters and to be paid the fair value of their shares in connection therewith. The dissent right is applicable where the company resolves to (i) alter its articles to alter the restrictions on the powers of the company or on the business it is permitted to carry on; (ii) approve certain amalgamations; (iii) approve an arrangement, where the terms of the arrangement or court orders relating thereto permit dissent; (iv) sell, lease or otherwise dispose of all or substantially all of its undertaking; or (v) continue the company into another jurisdiction. Dissent may also be permitted if authorized by resolution. A court may also make an order permitting a shareholder to dissent in certain circumstances.

Compulsory Acquisition	Under the DGCL, a merger in which one corporation owns, prior to the merger, 90% or more of each class of stock of a second corporation may be completed without the vote of the second corporation's board of directors or shareholders.	The BCBCA provides that if, within four months after the making of an offer to acquire shares, or any class of shares, of a company, the offer is accepted by the holders of not less than 90% of the shares (other than the shares held by the offeror or an affiliate of the offeror) of any class of shares to which the offer relates, the offeror is entitled, upon giving proper notice within five months after the date of the offer, to acquire (on the same terms on which the offeror acquired shares from those holders of shares who accepted the offer) the shares held by those holders of shares of that class who did not accept the offer. Offerees may apply to the court, within two months of receiving notice, and the court may set a different price or terms of payment and may make any consequential orders or directions as it considers appropriate.

Stockholder/ Shareholder Consent to Action Without Meeting	Under the DGCL, unless otherwise provided in a corporation's certificate of incorporation, any action that can be taken at a meeting of the stockholders may be taken without a meeting if written consent to the action is signed by the holders of outstanding stock having not less than the minimum number of votes necessary to authorize or take the action at a meeting of the stockholders.	Although it is not customary for public companies to do so, under the BCBCA, shareholder action without a meeting may be taken by a consent resolution of shareholders provided that it satisfies the thresholds for approval in a company's articles, the BCBCA and the regulations thereunder. A consent resolution is as valid and effective as if it was a resolution passed at a meeting of shareholders.

	Delaware	British Columbia (Canada)
Special Meetings of Stockholders/ Shareholders	Under the DGCL, a special meeting of shareholders may be called by the board of directors or by such persons authorized in the certificate of incorporation or the bylaw	Under the BCBCA, the holders of not less than 5% of the issued shares of a company that carry the right to vote at a general meeting may requisition that the directors call a meeting of shareholders for the purpose of transacting any business that may be transacted at a general meeting. Upon receiving a requisition that complies with the technical requirements set out in the BCBCA, the directors must, subject to certain limited exceptions, call a meeting of shareholders to be held not more than four months after receiving the requisition. If the directors do not call such a meeting within 21 days after receiving the requisition, the requisitioning shareholders or any of them holding in aggregate not less than 2.5% of the issued shares of the company that carry the right to vote at general meetings may call the meeting.

Distributions and Dividends; Repurchases and Redemptions	Under the DGCL, subject to any restrictions contained in the certificate of incorporation, a corporation may pay dividends out of its capital surplus or, if there is no surplus, out of net profits for the fiscal year in which the dividend is declared or the preceding fiscal year, as long as the amount of capital of the corporation following the declaration and payment of the dividend is not less than the aggregate amount of the capital represented by issued and outstanding shares having a preference upon the distribution of assets. Surplus is defined in the DGCL as the excess of the net assets over capital, as such capital may be adjusted by the board. A Delaware corporation may purchase or redeem shares of any class for cash or other property except when its capital is impaired or would be impaired by the purchase or redemption. A corporation may, however, purchase or redeem out of capital shares that are entitled, upon any distribution of its assets, to a preference over another class or series of its shares or, if no shares entitled to a preference are outstanding, any of its shares if such shares will be retired and the capital reduced.	Under the BCBCA, unless its charter or an enactment provides otherwise, a company may pay a dividend in money or other property (including by issuing shares or warrants by way of dividend) unless there are reasonable grounds for believing that the company is insolvent, or the payment of the dividend would render the company insolvent. The BCBCA provides that no special rights or restrictions attached to a series of any class of shares confer on the series a priority in respect of dividends or return of capital over any other series of shares of the same class. Under the BCBCA, the purchase or other acquisition by a company of its shares is generally subject to solvency tests similar to those applicable to the payment of dividends (as set out above). The Company is permitted, under its articles, to acquire any of its shares, subject to the special rights and restrictions attached to such class or series of shares and the approval of its board of directors. Under the BCBCA, subject to solvency tests similar to those applicable to the payment of dividends (as set out above), a company may redeem, on the terms and in the manner provided in its articles, any of its shares that has a right of redemption attached to it.

	Delaware	British Columbia (Canada)
Vacancies on Board of Directors	Under the DGCL, a vacancy or a newly created directorship may be filled by a majority of the directors then in office, although less than a quorum, or by the sole remaining director, unless otherwise provided in the certificate of incorporation or bylaws. Any newly elected director usually holds office for the remainder of the full term expiring at the annual meeting of stockholders at which the term of the class of directors to which the newly elected director has been elected expires.	Under the BCBCA and the Company's articles, a vacancy among the directors created by the removal of a director may be filled by the shareholders at the meeting at which the director is removed or, if not filled by the shareholders at such meeting, by the shareholders or by the remaining directors. In the case of a casual vacancy, the remaining directors may fill the vacancy. Under the BCBCA, directors may increase the size of the board of directors by one third of the number of current directors. Under the BCBCA and the Company's articles, if as a result of one or more vacancies, the number of directors in office falls below the number required for a quorum, the remaining directors may appoint as directors the number of individuals that, when added to the number of remaining directors, will constitute a quorum and/or call a shareholders' meeting to fill any or all vacancies among directors and to conduct such other business that may be dealt with at that meeting, but must not take any other action until a quorum is obtained.

Removal of Directors; Terms of Directors	Under the DGCL, except in the case of a corporation with a classified board or with cumulative voting, any director or the entire board may be removed, with or without cause, by the holders of a majority of the shares entitled to vote at an election of directors. If a Delaware corporation has a classified board, unless its certificate of incorporation provides otherwise, any director or the entire board may only be removed by stockholders for cause.	The Company's articles allow for the removal of a director by special resolution of the shareholders.

Inspection of Books and Records	Under the DGCL, any holder of record of stock or a person who is the beneficial owner of shares of such stock held either in a voting trust or by a nominee on behalf of such person has the right during usual business hours to inspect the corporation's books and records for a proper purpose	Under the BCBCA, directors and shareholders may, without charge, inspect certain of the records of a company. Former shareholders and directors may also inspect certain of the records, free of charge, but only those records pertaining to the times that they were shareholders or directors. Public companies must allow all persons to inspect certain records of the company free of charge.

	Delaware	British Columbia (Canada)
Stockholder/ Shareholder Lawsuits	Under the DGCL, a stockholder may bring a derivative action on behalf of the corporation to enforce the rights of the corporation; provided, however, that under Delaware case law, the plaintiff generally must be a stockholder not only at the time of the transaction that is the subject of the suit, but also throughout the duration of the derivative suit. Delaware law also requires that the derivative plaintiff make a demand on the directors of the corporation to assert the derivative claim before the suit may be prosecuted by the derivative plaintiff, unless such demand would be futile. An individual also may commence a class action suit on behalf of himself or herself and other similarly situated stockholders where the requirements for maintaining a class action have been met.	Under the BCBCA, a shareholder (including a beneficial shareholder) or director of a company and any person who, in the discretion of the court, is an appropriate person to make an application to court to prosecute or defend an action on behalf of a company (a derivative action) may, with judicial leave: (i) bring an action in the name and on behalf of the company to enforce a right, duty or obligation owed to the company that could be enforced by the company itself or to obtain damages for any breach of such right, duty or obligation or (ii) defend, in the name and on behalf of the company, a legal proceeding brought against the company. Under the BCBCA, the court may grant leave if: (i) the complainant has made reasonable efforts to cause the directors of the company to prosecute or defend the action; (ii) notice of the application for leave has been given to the company and any other person that the court may order; (iii) the complainant is acting in good faith; and (iv) it appears to the court to be in the interests of the company for the action to be prosecuted or defended. Under the BCBCA, upon the final disposition of a derivative action, the court may make any order it determines to be appropriate. In addition, under the BCBCA, a court may order a company to pay the complainant's interim costs, including legal fees and disbursements. However, the complainant may be held accountable for the costs on final disposition of the action.

Oppression Remedy	Although the DGCL imposes upon directors and officers fiduciary duties of loyalty (i.e., a duty to act in a manner believed to be in the best interest of the corporation and its stockholders) and care, the DGCL does not provide for a remedy for a breach of fiduciary duties that is comparable to the BCBCA's oppression remedy.	The BCBCA's oppression remedy enables a court to make an order (interim or final) to rectify the matters complained of if the court is satisfied upon application by a shareholder (as defined below) that the affairs of the company are being conducted or that the powers of the directors have been exercised in a manner that is oppressive, or that some action of the company or shareholders has been or is threatened to be taken which is unfairly prejudicial, in each case to one or more shareholders. The applicant must be one of the persons being oppressed or prejudiced and the application must be brought in a timely manner. A "shareholder" for the purposes of the oppression remedy includes legal and beneficial owners of shares as well as any other person whom the court considers appropriate. The oppression remedy provides the court with extremely broad and flexible jurisdiction to intervene in corporate affairs to protect shareholders.

Commission registration fee	$	9,270
FINRA filing fee	$	⁽¹⁾
Legal fees and expenses	$	⁽¹⁾
Accounting fees and expenses	$	⁽¹⁾
Printing expenses	$	⁽¹⁾
Miscellaneous	$	⁽¹⁾
Total	$	⁽¹⁾

Exhibit No.		Description

1.1*		Form of Underwriting Agreement

4.1		Form of Specimen Share Certificate

4.2*		Form of Warrant Certificate

4.3*		Form of Warrant Agreement

4.4*		Form of Rights Certificate

4.5*		Form of Rights Agreement

4.6*		Form of Indenture

4.7*		Form of Purchase Contract Agreement

4.8*		Form of Unit Agreement

5.1		Opinion of Cassels Brock & Blackwell LLP, Canadian legal counsel to the Registrant

5.2		Opinion of Carmel Milazzo & Feil LLP, U.S. legal counsel to the Registrant

23.1		Consent of Cassels Brock & Blackwell LLP (included in Exhibit 5.1)

23.2		Consent of Carmel Milazzo & Feil LLP (included in Exhibit 5.2)

23.3		Consent of Davidson & Company LLP, independent registered public accounting firm

24.1		Power of Attorney (included on the Signature Page hereof)

25.1**		Statement of Eligibility of Trustee under the Indenture on Form T-1

107		Filing fee table

	SIYATA MOBILE INC.

	By:	/s/ Marc Seelenfreund
		Marc Seelenfreund
		Chief Executive Officer and Director

/s/ Marc Seelenfreund	Chief Executive Officer and Director	June 28, 2022
Marc Seelenfreund	(Principal Executive Officer)

/s/ Gerald Bernstein*	Chief Financial Officer
Gerald Bernstein	(Principal Accounting and Financial Officer)	June 30, 2022

/s/ Peter Goldstein*
Peter Goldstein	Chairman	June 29, 2022

/s/ Michael Kron*
Michael Kron	Director	June 28, 2022

/s/ Lourdes Felix*
Lourdes Felix	Director	June 29, 2022

	By:	/s/ Marc Seelenfreund
		Name: Marc Seelenfreund
		Title: Chief Executive Officer and Director

Siyata Mobile Inc.	adilts@cassels.com
1001 Lenoir St Suite A-414	tel : +1 778 372 7652
Montreal, QC	fax: +1 604 691 6120
H4C 2Z6

	Very truly yours,

	Carmel Milazzo & Feil LLP
	CARMEL MILAZZO & FEIL LLP

	/s/ DAVIDSON & COMPANY LLP

Vancouver, Canada	Chartered Professional Accountants