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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
20-F/A
Amendment
No. 1 to Form 20-F
☐
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the fiscal year ended December 31, 2025
OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
☐
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date
of event requiring this shell company report: ____________________________________
For
the transition period from _________________ to __________________
Commission
File No.: 001-39557
CORE
AI HOLDINGS, INC.
(Exact
name of registrant as specified in its charter)
Translation
of registrant’s name into English: Not applicable
British
Columbia, Canada
(Jurisdiction
of incorporation or organization)
25
SE 2nd Ave. Ste 550
Miami,
FL 33131
(Address
of principal executive offices)
US
Aitan
Zacharin
Chief
Executive Officer
(954)
917-8499
[email protected]
25
SE 2nd Ave. Ste 550
Miami,
FL 33131
(Name,
Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
Securities
registered or to be registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
Shares, no par value per common share |
|
CHAI |
|
The
Nasdaq Stock Market LLC |
Securities
registered or to be registered pursuant to Section 12(g) of the Act: None
Securities
for which there is a reporting obligation pursuant to Section 15(d) of the Act: None
Indicate
the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered
by the annual report.
19,922,402
Common Shares, no par value per Common Share, as of December 31, 2025.
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes
☐ No ☒
If
this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section
13 or 15(d) of the Exchange Act of 1934.
Yes
☐ No ☒
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during
the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days.
Yes
☐ No ☒
Indicate
by check mark whether the registrant has submitted every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation
S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit
such files).
Yes
☐ No ☒
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth
company. See definition of “large accelerated filer, “accelerated filer,” and emerging growth company” in Rule
12b-2 of the Exchange Act.
| Large
accelerated filer ☐ |
Accelerated
filer ☐ |
Non-accelerated
filer |
☒ |
| |
|
Emerging
growth company |
☐ |
If
an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards†
provided pursuant to Section 13(a) of the Exchange Act. ☐
†The
term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board
to its Accounting Standards Codification after April 5, 2012.
Indicate
by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report. ☐
If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate
by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate
by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing.
U.S. GAAP ☒
International
Financial Reporting Standards as issued by the International Accounting Standards Board ☐
Other
☐
If
“Other” has been checked in response to the previous question, indicate by check mark which financial statement item the
registrant has elected to follow.
☐
Item 17 ☐ Item 18
If
this is an annual report, indicate by check mark whether the registrant is a shell company.
Yes
☐ No ☒
(APPLICABLE
ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)
Indicate
by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.
Yes
☐ No ☐
EXPLANATORY
NOTE
This
Form 20-F/A Amendment No. 1 to the Annual Report on Form 10-Q for the year ended December 31, 2025, of Core AI Holdings, Inc., a British
Columbia, Canada corporation (the “Company”) is being filed solely to include as Exhibit 10.24, the letter dated May 19,
2026, from Barzily & Co., CPA’s (“Barzily”), the Company’s former registered independent accounting firm,
to the Office of the Chief Accountant of the Securities and Exchange Commission regarding their agreement with the statements made in
“Item 16F. Change in Registrant’s Certifying Accountant - (a) Release of Previous Independent Registered Public Accounting
Firm” with respect to Barzily.
ITEM
19. EXHIBITS
| Exhibit |
|
Description |
| 3.1 |
|
Articles of Association of the Company (incorporated by reference to the Company’s Registration Statement on Form F-1/A filed on December 1, 2021)
|
| 3.2 |
|
Notice
Of Second Alteration of Articles of Siyata Mobile Inc., filed April 9, 2024 (incorporated by reference to Exhibit 3.1 of the
Company’s Current Report on Form 6-K filed on April 15, 2024) |
| 3.3 |
|
Notice
Of Fourth Alteration of Articles of Siyata Mobile Inc., filed October 29, 2024 (incorporated by reference to Exhibit 3.3 of
Amendment No. 1 to the Company’s Registration Statement on Form F-1 filed on November 7, 2024). |
| 4.1 |
|
Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.1 to the Company’s Form 6-K filed on May 10, 2024) |
| 4.2 |
|
Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.1 to the Company’s Form 6-K filed on July 2, 2024) |
| 4.3 |
|
Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.1 of Amendment No. 1 to the Company’s Registration on Form F-1 filed on August 12, 2024). |
| 4.4* |
|
Form of Pre-funded Warrant to purchase 588,236 shares of Core AI Holdings Inc. at any exercise price of $0.00004 |
| 10.01 |
|
Stock Option Plan (incorporated by reference to Exhibit 10.4 of the Company’s Registration on Form F-1 filed on November 18, 2021). |
| 10.02 |
|
Promissory Note, dated January 29, 2024 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 6-K filed on February 1, 2024) |
| 10.03 |
|
Securities
Purchase Agreement, dated January 29, 2024, by and between the Company and the Investor (incorporated by reference to Exhibit 10.1
to the Company’s Current Report on Form 6-K filed on February 1, 2024) |
| 10.04 |
|
Securities
Purchase Agreement, dated May 7, 2024 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 6-K
filed on May 10, 2024) |
| 10.05 |
|
Consulting
Agreement, between the Company and IR Agency, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report
on Form 6-K filed on May 13, 2024). |
| 10.06 |
|
Addendum to Consulting Agreement, between the Company and IR Agency, LLC (incorporated by reference to Exhibit 10.26 of the Company’s Amendment No. 3 to the Registration Statement on Form F-1 filed on June 26, 2024). |
| 10.07 |
|
Securities
Purchase Agreement, dated June 26, 2024 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 6-K
filed on July 2, 2024) |
| 10.08 |
|
Second
Addendum to Consulting Agreement, between the Company and IR Agency, LLC (incorporated by reference to Exhibit 10.28 of Amendment
No. 1 to the Company’s Registration Statement on Form F-1 filed on August 12, 2024). |
| 10.09 |
|
Placement
Agency Agreement by and between Siyata Mobile Inc. and Spartan Capital Securities, LLC dated August 13, 2024 (incorporated by
reference to Exhibit 1.1 to the Company’s Current Report on Form 6-K filed on August 16, 2024) |
| 10.10 |
|
Form
of Securities Purchase Agreement by and between Siyata Mobile Inc. and the Purchasers dated August 13, 2024 (incorporated by
reference to Exhibit 10.1 of Amendment No. 1 to the Company’s Registration Statement on Form F-1 filed on August 12,
2024). |
| 10.11 |
|
Promissory
Note, dated August 30, 2024 (incorporated by reference to Exhibit 10.31 of Amendment No. 1 to the Company’s Registration
Statement on Form F-1 filed on November 7, 2024). |
| 10.12 |
|
Securities
Purchase Agreement, dated August 30, 2024, by and between the Company and the Investor (incorporated by reference to Exhibit
10.32 of Amendment No. 1 to the Company’s Registration Statement on Form F-1 filed on November 7, 2024). |
| 10.13 |
|
Equity Purchase Agreement between the registrant and Hudson Global Ventures, LLC, dated as of October 21, 2024 (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 6-K filed on October 25, 2024) |
| 10.14 |
|
Amendment
to the Equity Purchase Agreement between the registrant and Hudson Global Ventures, LLC, dated as of October 28,
2024 (incorporated by reference to Exhibit 10.34 of Amendment No. 1 to the Company’s Registration Statement on Form F-1
filed on November 7, 2024). |
| 10.15 |
|
Registration
Rights Agreement between the registrant and Hudson Global Ventures, LLC, dated as of October 21, 2024 (incorporated herein by
reference to Exhibit 10.2 to the Company’s Current Report on Form 6-K filed on October 25, 2024) |
| 10.16 |
|
Securities
Purchase Agreement, dated October 31, 2024 (incorporated by reference to Exhibit 10.36 of Amendment No. 1 to the
Company’s Registration Statement on Form F-1 filed on November 7, 2024). |
| 10.17 |
|
First
Amendment to the Equity Purchase Agreement between the registrant and Hudson Global Ventures, LLC, dated as of October 28,
2024 (incorporated by reference to Exhibit 10.37 of Post-Effective Amendment to the Company’s Registration Statement on
Form F-1 filed on November 18, 2024). |
| 10.18 |
|
Second
Amendment to the Equity Purchase Agreement between the registrant and Hudson Global Ventures, LLC, dated as of November 18,
2024 (incorporated by reference to Exhibit 10.38 of Post-Effective Amendment to the Company’s Registration Statement on
Form F-1 filed on November 18, 2024). |
| 10.19 |
|
Equity
Purchase Agreement dated January 14, 2025 (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on
Form 6-K filed on January 21, 2025) |
| 10.20 |
|
Registration Rights Agreement dated January 14, 2025 (incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 6-K filed on January 21, 2025) |
| 10.21 |
|
Merger
Agreement, by and among Siyata Mobile Inc., Siyata Core Acquisition U.S., Inc., and Core Gaming, Inc., dated February 26, 2025
(incorporated herein by reference to Exhibit 2.1 to the Company’s Current Report on Form 6-K filed on February 26,
2025) |
| 10.22 |
|
Amended Merger Agreement, by and among Siyata Mobile Inc., Siyata Core Acquisition U.S., Inc., and Core Gaming, Inc., dated August 25, 2025 (incorporated herein by reference to Exhibit 2.1 to the Company’s Current Report on Form 6-K filed on August 29, 2025) |
| 10.23 |
|
Stock Purchase Agreement among Core AI Holdings Inc., Siyata PTT and Mr. Marc Seelenfreund dated December 29, 2025 (incorporated herein by reference to Exhibit 99.1 to the Company’s Current Report on Form 6-K filed on December 31, 2025) |
| 10.24** |
|
Letter from Barzily & Co., CPA’s to the Office of the Chief Accountant, Securities and Exchange Commission. dated May 19, 2026 |
| 12.1** |
|
Certification of the Chief Executive Officer pursuant to rule 13a-14(a) of the Securities Exchange Act of 1934 |
| 12.2** |
|
Certification of the Chief Financial Officer pursuant to rule 13a-14(a) of the Securities Exchange Act of 1934 |
| 13.1* |
|
Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350. |
| * |
Previously
filed. |
| ** |
Filed
herewith. |
| # |
Management
contracts or compensatory plans, contracts or arrangements. |
SIGNATURES
The
registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized
the undersigned to sign this annual report on Form 20-F filed on its behalf.
| |
CORE
AI HOLDINGS, INC. |
| |
|
|
| Date:
May 26, 2026 |
By: |
/s/
Aitan Zacharin |
| |
|
Aitan
Zacharin |
| |
|
Chief
Executive Officer |
