6-K
Core AI Holdings, Inc. (CHAI)
UNITEDSTATES
SECURITIESAND EXCHANGE COMMISSION
Washington,D.C. 20549
FORM6-K
REPORTOF FOREIGN PRIVATE ISSUER
PURSUANTTO RULE 13a-16 OR 15d-16
UNDERTHE SECURITIES EXCHANGE ACT OF 1934
For the Month of: July 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
| (i) | Departure of Chief Financial Officer |
|---|
Effective June 30, 2026, Gerald Bernstein stepped down as the Chief Financial Officer of Core AI Holdings, Inc., a British Columbia, Canada corporation (the “Company”).
| (ii) | Appointment of new Chief Financial Officer |
|---|
On July 7, 2026, the Company issued a press release announcing the appointment of Arie Goor as Chief Financial Officer, effective July 1, 2026.
A copy of the press release is included with this Report of Foreign Private Issuer on Form 6-K (this “Report”) as Exhibit99.1.
Reference is made to the press release included as Exhibit 99.1 to this Report for information on Mr. Goor’s background and business experience.
In connection with Mr. Goor’s joining the Company, the Company has entered into an agreement with Shimony Financial Services (“Shimony”) of Ramat Gan, Israel, where Mr. Goor serves as head of the IPO and M&A Department, pursuant to which the Company will pay Shimony the sum of US$9,000 per month for Mr. Goor’s services (subject to reevaluation in 2027) . The agreement with Shimony may be terminated by either party upon thirty (30) days’ prior written notice. The foregoing description of the Company’s agreement with Shimony is qualified in its entirety by reference to the agreement, a copy of which is included as Exhibit 10.l to this Report.
The information and documents furnished in this Report shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section. ****
ForwardLooking Statements
This Report and the exhibits furnished herewith contain forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 and other Federal securities laws. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates” and similar expressions or variations of such words are intended to identify forward-looking statements. Because these forward-looking statements and their implications are neither historical facts nor assurances of future performance and are based on the Company’s current expectations, they are subject to various risks and uncertainties and changes in circumstances that are difficult to predict and may be outside of the Company’s control, and actual results, performance or achievements of the Company could differ materially from those described in or implied by the statements in this Report. The forward-looking statements contained or implied in this Report are subject to other risks and uncertainties, including those discussed under the heading “Risk Factors” in the Company’s Annual Report on Form 20-F filed with the Securities and Exchange Commission (the “SEC”) on May 15, 2026, and in any subsequent filings with the SEC. Except as otherwise required by law, the Company undertakes no obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. Any references and links to websites and social media have been provided as a convenience, and the information contained on such websites is not incorporated by reference into this Report. The Company is not responsible for the contents of third-party websites.
EXHIBITINDEX
| Exhibit No. | Description | |
|---|---|---|
| 10.1* | Agreement between the Company and Shimony Financial Services | |
| 99.1* | Press Release dated July 7, 2026 |
* Furnished not filed.
| 2 |
| --- |
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date:<br> July 7, 2026 | CORE AI HOLDINGS, INC. | |
|---|---|---|
| By: | /s/ Aitan Zacharin | |
| Aitan<br> Zacharin, Chief Executive Officer |
| 3 |
| --- |
Exhibit10.1
Exhibit99.1
CoreAI Holdings Appoints Arie Goor as Chief Financial Officer
AppointmentStrengthens Financial Leadership as Company Executes Growth Strategy
MIAMI, FL — July 7, 2026 — Core AI Holdings, Inc. (Nasdaq: CHAI) (“Core AI”), a global AI technology and infrastructure company, today announced the appointment of Arie Goor, CPA, MBA, as its Chief Financial Officer, effective July 1, 2026.
Mr. Goor, 43, joins Core AI Holdings with more than 15 years of executive financial leadership experience spanning corporate finance, capital markets, strategic transactions, and financial management across the biotechnology, medical device, and technology sectors. His appointment further strengthens the Company’s executive leadership team as Core AI continues to scale its operations, expand its market presence, and execute its long-term growth strategy.
“We are pleased to welcome Arie to Core AI Holdings,” said Aitan Zacharin, Chief Executive Officer of Core AI Holdings. “Arie brings a proven track record of financial leadership, capital markets expertise, and strategic execution that will be invaluable as we continue to scale our business. His extensive experience leading public companies, executing complex financing transactions, and strengthening financial operations makes him an outstanding addition to our executive team. We look forward to benefiting from his leadership as we drive shareholder value and capitalize on the significant opportunities ahead.”
Prior to joining Core AI Holdings, Mr. Goor served as Chief Financial Officer of Regentis Biomaterials (NYSE: RGNT), a regenerative medicine company, from October 2022 until January 2026, and Chief Financial Officer of Revium Rx (Revium Recovery) from June 2023 until May 2026. Throughout his career, he has successfully led numerous initial public offerings and cross-border capital markets transactions on major global exchanges, including NASDAQ, the Australian Securities Exchange (ASX), the TSX Venture Exchange (TSXV), and the Tel Aviv Stock Exchange (TASE).
Mr. Goor also serves as financial advisor to publicly traded companies, including Galmed Pharmaceuticals Ltd. (NASDAQ: GLMD) and Polyrizon Ltd. (NASDAQ: PLRZ), advising management teams and boards on corporate finance, SEC reporting, governance, regulatory compliance, and capital markets strategy.
In his role as Head of the IPO and M&A Department at Shimony Financial Services, who he has been with since 2018, Mr. Goor advised numerous public and private companies on capital markets transactions, mergers and acquisitions, corporate finance, and strategic growth initiatives. He previously served as an Audit Manager at Ernst & Young, specializing in publicly traded and emerging growth companies.
“I am excited to join Core AI Holdings at such a pivotal stage in its growth,” said Mr. Goor. “The Company is well-positioned to capitalize on the expanding opportunities across the artificial intelligence landscape. I look forward to working closely with the leadership team and Board of Directors to strengthen the Company’s financial foundation, support strategic growth initiatives, and create long-term value for shareholders.”
Mr. Goor holds an MBA in Financial Management from Tel Aviv University and a B.A. in Accounting and Economics from the Hebrew University of Jerusalem. He has been a licensed Certified Public Accountant (CPA) since 2012.
AboutCore AI Holdings, Inc.
Core AI Holdings, Inc. (NASDAQ: CHAI) is a global AI technology and infrastructure company focused on identifying, developing, and scaling AI-driven businesses that leverage next-generation technologies to address large, high-growth market opportunities. Core AI’s mission is to harness artificial intelligence to create transformative, scalable solutions across multiple verticals and drive long-term shareholder value.
CoreAI Investor Relations
Forward-LookingStatements
Thispress release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, includingstatements regarding the anticipated benefits of the advisory appointment, the joint venture between Core AI and Allianca, expected marketopportunities, infrastructure demand, project pipeline, development strategy, and execution capabilities. These forward-looking statementsare based on Core AI’s current expectations and assumptions and are subject to risks, uncertainties, and changes in circumstancesthat may cause actual results to differ materially, including the parties’ ability to implement the contemplated joint venturestrategy, market conditions, customer demand, power availability, supply chain conditions, labor availability, project timing, financingconditions, and regulatory matters, as well as other risks described under “Risk Factors” in Core AI’s Annual Reporton Form 20-F filed with the U.S. Securities and Exchange Commission on May 15, 2026, and in subsequent SEC filings. Except as requiredby law, Core AI undertakes no obligation to update these forward-looking statements.