6-K
Core AI Holdings, Inc. (CHAI)
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 November 2025
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
ClosedMerger Agreement with Core Gaming – Updated 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.
The following financial statements are attached as exhibits hereto:
| 1. | Unaudited<br> financial statements of Core for the nine months ended September 30, 2025. |
|---|---|
| 2. | Unaudited<br> pro forma combined financial statements for Core AI Holdings, Inc. (f/k/a Siyata Mobile Inc.)<br> and Core Gaming Inc. for the nine months ended September 30, 2025 and for the year ended<br> December 31, 2024. |
| This<br> 6-K and Exhibits 99.1 and 99.2 attached hereto are incorporated by reference into the Company’s Registration Statements on<br> 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<br> Statement on Form F-3 (333-291487). |
EXHIBITINDEX
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> November 21, 2025 | CORE AI HOLDINGS, INC. | |
|---|---|---|
| By: | /s/ Aitan Zacharin | |
| Name: | Aitan<br> Zacharin | |
| Title: | Chief<br> Executive Officer |
Exhibit99.1
CoreGaming, Inc. And Its Subsidiary
ConsolidatedFinancial Statements
ForThe Nine Months Ended September 30, 2025 (Unaudited)
NOTICE OF NO AUDITOR REVIEWOF INTERIM CONSOLIDATED FINANCIAL STATEMENTS
The management of Core Gaming,Inc. is responsible for the preparation of the accompanying unaudited consolidated interim financial statements. The unaudited consolidatedinterim financial statements have been prepared using accounting policies in compliance with U.S. Generally Accepted Accounting Principlesfor the preparation of consolidated interim financial statements.
Core Gaming, Inc.’s auditor has not performed a review of 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.
| TABLE OF CONTENTS | PAGE |
|---|---|
| Consolidated<br> 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 |
| 1 |
| --- |
CoreGaming, Inc. And Its Subsidiary
ConsolidatedStatement of Financial Position (Unaudited)
AsAt September 30, 2025
(ExpressedIn United States Dollars)
| Note | September<br> 30,<br> 2025 | December<br> 31,<br> 2024 | |||
|---|---|---|---|---|---|
| ASSETS | |||||
| Current assets | |||||
| Prepayments, net | |||||
| Other receivables, net | |||||
| Accounts receivable, net | |||||
| Cash and cash equivalents | |||||
| Total<br> current assets | |||||
| Non-current assets | |||||
| Intangible assets | 5 | ||||
| Total<br> non-current assets | |||||
| Total<br> assets | |||||
| LIABILITIES AND EQUITY | |||||
| Current liabilities | |||||
| Account and other payables | |||||
| Taxes Payable | |||||
| Total<br> current liabilities | |||||
| Total<br> liabilities | |||||
| Equity | |||||
| Share capital | 6 | ||||
| Share premium | 6 | ||||
| Other reserves | ) | ||||
| Accumulated 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.
| 2 |
| --- |
CoreGaming, Inc. And Its Subsidiary
ConsolidatedStatement of Profit or Loss and Other Comprehensive Income (Unaudited)
ForThe Three and Nine Months Ended September 30, 2025
(ExpressedIn United States Dollars)
| Three<br> Months Ended<br> September<br> 30, | Nine<br> Months Ended<br> September<br> 30, | May<br> 10, 2024 –<br> September<br> 30, | |||||||
|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | ||||||
| Revenue | |||||||||
| Cost of providing services | 4 | ) | ) | ) | ) | ||||
| Gross profit | **** | **** | **** | **** | **** | ||||
| General and administrative expenses | 4 | ) | ) | ) | ) | ||||
| Net impairment reversal on financial and contract<br> assets | ) | ) | ) | ) | |||||
| Other income | |||||||||
| Foreign exchange gain/(loss)<br> - net | ) | ) | ) | ) | |||||
| Operating<br> profit/(loss) | ) | ||||||||
| Interest income | |||||||||
| Finance cost | ) | ) | ) | ) | |||||
| Finance<br> cost - net | ) | ) | ) | ) | |||||
| Profit/(Loss)<br> before income tax | ) | ||||||||
| Income tax credit | |||||||||
| Profit/(Loss)<br> for the period | ) | ||||||||
| Other comprehensive income | |||||||||
| Total<br> comprehensive income/(loss) | ) |
All values are in US Dollars.
Theaccompanying notes form an integral part of and should be read in conjunction with these financial statements.
| 3 |
| --- |
CoreGaming, Inc. And Its Subsidiary
ConsolidatedStatement of Change in Equity (Unaudited)
ForThe Nine Months Ended September 30, 2025
(ExpressedIn United States Dollars)
| Other<br> reserves | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Note | Share<br> capital | Share<br> premium | Accumulated<br> loss | Foreign<br> currency<br> translation | Total<br> Equity | ||||
| Balance as<br> of January 1, 2025 | ) | ) | |||||||
| Net loss | ) | ) | |||||||
| Foreign currency translation gain | |||||||||
| Balance as of September<br> 30, 2025 | ) |
All values are in US Dollars.
| Other<br> reserves | ||||||
|---|---|---|---|---|---|---|
| Note | Share<br> capital | Share<br> premium | Accumulated<br> profit | Foreign<br> currency<br> translation | Total<br> Equity | |
| Balance as<br> of May 10, 2024 | ||||||
| Issue of shares | ||||||
| Net profit | ||||||
| Foreign currency translation gain | ||||||
| Balance as of September<br> 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.
| 4 |
| --- |
CoreGaming, Inc. And Its Subsidiary
ConsolidatedStatement of Cash Flows (Unaudited)
ForThe Nine Months Ended September 30, 2025
(ExpressedIn United States Dollars)
| Note | Nine<br> Months Ended<br> September<br> 30, 2025 | May<br>10, 2024 –<br> September 30, 2024 | |||
|---|---|---|---|---|---|
| Net profit/(loss) | ) | ||||
| Adjustments for | |||||
| Amortization | |||||
| Changes in operating assets<br> and liabilities – net of acquisition of a subsidiary: | |||||
| Accounts receivable | ) | ||||
| Prepayment | ) | ) | |||
| Other receivables | ) | ||||
| Accounts payable and accrued liabilities | ) | ||||
| Tax payables | ) | ) | |||
| Cash<br> flow generated from operation | ) | ) | |||
| Net<br> cash generated from operating activities | ) | ) | |||
| Cash used for investing<br> activities | |||||
| Purchase of intangible asset | ) | ||||
| Acquisition of subsidiary,<br> net of cash acquired | |||||
| Net<br> cash generated from investing activities | |||||
| Cash flow from financing<br> activities | |||||
| Capital contribution from<br> shareholders | |||||
| Net<br> cash generated from financing activities | |||||
| Foreign exchange | |||||
| Net increase/(decrease) in cash | ) | ||||
| Cash and Cash Equivalent<br> 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.
| 5 |
| --- |
CoreGaming, Inc. And Its Subsidiary
Notesto The Consolidated Financial Statements
ForThe Nine Months Ended September 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.
| 6 |
| --- |
CoreGaming, Inc. And Its Subsidiary
Notesto The Consolidated Financial Statements
ForThe Nine Months Ended September 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.
| 7 |
| --- |
CoreGaming, Inc. And Its Subsidiary
Notesto The Consolidated Financial Statements
ForThe Nine Months Ended September 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).
| 8 |
| --- |
CoreGaming, Inc. And Its Subsidiary
Notesto The Consolidated Financial Statements
ForThe Nine Months Ended September 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.
| 9 |
| --- |
CoreGaming, Inc. And Its Subsidiary
Notesto The Consolidated Financial Statements
ForThe Nine Months Ended September 30, 2025
(ExpressedIn United States Dollars)
| 3. | Revenue |
|---|
Revenues consist of the following items:
| Three<br> Months Ended<br> September<br> 30, | Nine-Month<br> Ended<br> September<br> 30, | May<br> 10, 2024 –<br> September<br> 30, | ||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| Advertisement<br> publishing service |
All values are in US Dollars.
| 4. | Expense by nature | |||
|---|---|---|---|---|
| Three<br> Months Ended<br> September<br> 30, | Nine-Month<br> Ended<br> September<br> 30, | May<br> 10, 2024 –<br> September<br> 30, | ||
| --- | --- | --- | --- | --- |
| 2025 | 2024 | 2025 | 2024 | |
| Advertisement publishing cost | ||||
| Software technology cost | ||||
| Other service cost | ||||
| Cost<br> of providing services | ||||
| Staff cost | ||||
| Office 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 &<br> Patents | Total | |
|---|---|---|
| Cost | ||
| At January 1, 2025 | ||
| Exchange difference | ||
| At September 30, 2025 | ||
| Accumulated depreciation | ||
| At January 1, 2025 | ||
| Exchange difference | ||
| Amortization | ||
| At September 30, 2025 | ||
| Carrying amount | ||
| At January 1, 2025 | ||
| At September 30, 2025 |
All values are in US Dollars.
| 10 |
| --- |
CoreGaming, Inc. And Its Subsidiary
Notesto The Consolidated Financial Statements
ForThe Nine Months Ended September 30, 2025
(ExpressedIn United States Dollars)
| 6. | Share capital | |||
|---|---|---|---|---|
| Number<br><br> <br>of ordinary<br><br> <br>shares | Par<br> value | Share<br> premium | ||
| --- | --- | --- | --- | --- |
| Issued and fully paid: | ||||
| At January<br> 1, 2025 & September 30, 2025 | 1,000,000 |
All values are in US Dollars.
| 7. | Investment in subsidiary |
|---|---|
| September<br> 30,<br> 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 (Country of | Cost<br> of investment | Percentage<br><br> <br>of<br> equity<br><br> <br>held<br> by the<br><br> <br>Parent | Percentage<br><br> <br>of<br> equity<br><br> <br>held<br> by the<br><br> <br>Group | |||
|---|---|---|---|---|---|---|
| incorporation) | Principal activities | 09.30.2025 | 09.30.2025 | 09.30.2025 | ||
| % | % | |||||
| Newbyera<br> Technology Limited (Hong Kong) | Mobile game<br> developing and publishing | 100 | 100 |
All values are in US Dollars.
| 8. | Business combination |
|---|
On 2 August 2024, the Group acquired a 100% equity interest in Newbyera Technology Limited (“Newbyera”). The principal activity of Newbyera is that of developing and publishing mobile games. Details of the consideration paid, the assets acquired and liabilities assumed, and the effects on the cash flows of the Group, at the acquisition date, are as follows:
(a) Purchase consideration
The total purchase consideration was as follows:
| Consideration<br> Transferred | Amount |
|---|---|
| 250,000 shares of common stock<br> issued |
All values are in US Dollars.
No cash consideration was paid, and there were no contingent consideration arrangements.
| 11 |
| --- |
CoreGaming, Inc. And Its Subsidiary
Notesto The Consolidated Financial Statements
ForThe Nine Months Ended September 30, 2025
(ExpressedIn United States Dollars)
(b) Identifiable assets acquired and liabilities assumed
| At<br> fair value | |
|---|---|
| Prepayments | |
| Other receivables | |
| Accounts receivable | |
| Cash and cash equivalents | |
| Total<br> assets | |
| Account and other payables | |
| Taxes Payable | |
| Total<br> liabilities | |
| Total identifiable net assets | |
| Goodwill | |
| Consideration transferred |
All values are in US Dollars.
(c) Effect on cash flows of the Group
| Cash paid | |
| Add: Cash<br> and bank balances in subsidiary acquired | |
| Cash<br> inflow from the acquisition |
All values are in US Dollars.
| 9. | 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.
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 September 30, 2025, Accounts receivables amounted to $9,545,363, 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.
| 12 |
| --- |
CoreGaming, Inc. And Its Subsidiary
Notesto The Consolidated Financial Statements
ForThe Nine Months Ended September 30, 2025
(ExpressedIn United States Dollars)
The Group’s credit risk exposure in relation to trade receivables as at the reporting date are as follows:
| Past<br> Due | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Current | Within<br> 30 days | 30<br> to 120 days | More<br> than 120 days | Total | ||||||
| Trade receivables | 9,176,636 | 437,991 | 198,384 | 112,480 | 9,925,491 | |||||
| Loss allowance | 192,689 | 21,900 | 99,192 | 66,348 | 380,129 |
The movements in credit loss allowance are as follows:
| Credit<br> loss<br> allowance | ||
|---|---|---|
| Balance as at January 1, 2025 | ||
| Changes in credit risk | ||
| Write-off | ) | |
| Balance as at September<br> 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.
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<br> 1<br> year | More<br> than 1<br> years<br> but less<br> than<br> 5 years | More<br> than 5<br> years | Total | |
|---|---|---|---|---|
| Group | ||||
| Financial assets | ||||
| Cash and cash equivalents | ||||
| Other receivables | ||||
| Trade receivables | ||||
| As at September 30, 2025 | ||||
| Financial liabilities | ||||
| Trade and other payables | ||||
| As at September 30, 2025 | ||||
| Net undiscounted financial<br> liabilities as at September 30, 2025 |
All values are in US Dollars.
| 13 |
| --- |
CoreGaming, Inc. And Its Subsidiary
Notesto The Consolidated Financial Statements
ForThe Nine Months Ended September 30, 2025
(ExpressedIn United States Dollars)
| Less<br> than<br> 1<br> year | More<br> than 1<br> years<br> but less<br> than<br> 5 years | More<br> than 5<br> years | Total | |
|---|---|---|---|---|
| Group | ||||
| Financial assets | ||||
| Cash and cash equivalents | ||||
| Other receivables | ||||
| Trade receivables | ||||
| As at December 31, 2024 | ||||
| Financial liabilities | ||||
| Trade and other payables | ||||
| As at December 31, 2024 | ||||
| Net undiscounted financial<br> 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.
| 10. | 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<br> trade in active markets that the Group can access at the measurement date are determined<br> 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<br> are determined using the other observable, either directly or indirectly, inputs such as<br> quoted prices for similar assets/liabilities in active markets or included within Level 1,<br> 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<br> included within Level 2, the fair values of the remaining assets and liabilities are determined<br> in accordance with generally accepted pricing models. |
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.
| 11. | 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.
| 12. | 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<br> Company merged with and into Merger Sub (the “Merger”), with the Company continuing as the surviving entity and becoming<br> a wholly owned subsidiary of Purchaser. |
|---|---|
| ● | In<br> exchange for the outstanding shares of the Company’s common stock, Purchaser issued 67,302,300 common shares to the shareholders<br> of the Company based on an exchange ratio calculated as $160,000,000 divided by the volume-weighted average closing price of Purchaser’s<br> 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 nine month period ended 30 September 2025 in respect of this transaction
| 14 |
| --- |
Exhibit 99.2
COREAI HOLDINGS, INC.
(formerlyknown as Siyata Mobile Inc.)
UNAUDITEDPRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
Introduction
On February 26, 2025, Core Gaming, Inc. (“Core Gaming”) entered into a Merger Agreement (the “Merger Agreement”) with Siyata Mobile Inc., a corporation existing under the laws of the Province of British Columbia (“Siyata Mobile”) and Siyata Core Acquisition U.S., Inc., a wholly-owned subsidiary of Siyata Mobile (“Merger Sub”) (the “Merger”). Upon completion of the Merger on October 3, 2025, (i) Core Gaming merged with and into Merger Sub, with Core Gaming continuing as the surviving entity and a wholly owned subsidiary of Siyata Mobile, and (ii) in exchange for the outstanding shares of Core Gaming’s common stock, Siyata Mobile issued 16,825,617 common shares (67,302,300 before the 4-1 reverse stock split that occurred on October 7, 2025) to the shareholders of Core Gaming based on an exchange ratio calculated as $160,000,000 divided by the volume-weighted average closing price of Siyata Mobile’s common shares on the Nasdaq Stock Market LLC for the 10-day trading period immediately preceding the effective time of the Merger. In connection with the Merger, Siyata Mobile Inc. was re-named Core AI Holdings, Inc. (“Core Holdings”), and effected a 4-1 reverse stock split on October 7, 2025. Newbyera Technology Limited (“Newbyera”) is the sole operating subsidiary of Core Gaming.
UNAUDITEDPRO FORMA CONDENSED COMBINED BALANCE SHEET
ASOF SEPTEMBER 30, 2025
| Core Gaming<br> (Historical) | Siyata Mobile<br> (Historical) | Transaction accounting adjustments | Notes | Core Holdings<br> <br>(Pro Forma Combined) | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Assets | |||||||||||||
| Current | |||||||||||||
| Cash | 4,613,391 | 3,510,499 | 8,123,890 | ||||||||||
| Trade And Other Receivables | 10,717,529 | 2,744,789 | 13,462,318 | ||||||||||
| Prepaid Expenses | 2,040,097 | 270,878 | (2,025,320 | ) | [2G] | 285,655 | |||||||
| Inventory | - | 2,523,487 | 2,523,487 | ||||||||||
| Advance To Suppliers | - | 329,260 | 2,025,320 | [2G] | 2,354,580 | ||||||||
| 17,371,017 | 9,378,913 | 26,749,930 | |||||||||||
| Long Term Receivable | - | 170,414 | 170,414 | ||||||||||
| Right Of Use Assets | - | 448,883 | 448,883 | ||||||||||
| Equipment | - | 142,484 | 142,484 | ||||||||||
| Intangible Assets | 674 | 10,067,545 | 10,068,219 | ||||||||||
| Goodwill | - | - | 14,009,500 | [2A] | 14,009,500 | ||||||||
| Total Assets | 17,371,691 | 20,208,239 | 51,589,430 | ||||||||||
| Liabilities and Shareholders’ Equity | |||||||||||||
| Current | |||||||||||||
| Loans to Financial Institutions | - | 1,642,477 | 1,642,477 | ||||||||||
| Accounts Payable And Accrued Liabilities | 15,672,003 | 2,616,250 | 2,000,000 | [2B] | 20,288,253 | ||||||||
| Short Term Lease Liability | - | 381,178 | 381,178 | ||||||||||
| Warrant Liability | - | 100 | 100 | ||||||||||
| 15,672,003 | 4,640,005 | 22,312,008 | |||||||||||
| Long Term Lease Liability | - | 129,247 | 129,247 | ||||||||||
| - | 129,247 | 129,247 | |||||||||||
| Total Liabilities | 15,672,003 | 4,769,252 | 22,441,255 | ||||||||||
| Shareholders’ Equity | |||||||||||||
| Share Capital | 2,569,566 | 129,402,075 | (129,402,075 | ) | [2C] | 32,018,053 | |||||||
| 29,448,487 | [2C] | ||||||||||||
| Reserves | 14,927,501 | (14,927,501 | ) | [2D] | - | ||||||||
| Accumulated Other Comprehensive Loss | 4,640 | 98,870 | (98,870 | ) | [2E] | 4,640 | |||||||
| Retained Deficit | (874,518 | ) | (128,989,459 | ) | 128,989,459 | [2F] | (2,874,518 | ) | |||||
| (2,000,000 | ) | [2B] | |||||||||||
| 1,699,688 | 15,438,987 | 29,148,175 | |||||||||||
| Total Liabilities and Shareholders’ Equity | 17,371,691 | 20,208,239 | 51,589,430 |
UNAUDITEDPRO FORMA CONDENSED COMBINED STATEMENT OF LOSS
FORTHE NINE MONTHS ENDED SEPTEMBER 30, 2025
| Core Gaming<br> <br>(Historical) | Siyata Mobile<br> (Historical) | Transaction accounting adjustments | Notes | Core Holdings<br> <br>(Pro Forma Combined) | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Revenue | 45,663,560 | 8,189,289 | 53,852,849 | ||||||||||
| Cost Of Sales | (45,341,103 | ) | (6,621,312 | ) | (51,962,415 | ) | |||||||
| Gross Profit/(Loss) | 322,457 | 1,567,977 | 1,890,434 | ||||||||||
| Expenses | |||||||||||||
| Amortization And Depreciation | - | 1,234,589 | 1,234,589 | ||||||||||
| Development Expenses | - | 1,590,426 | 1,590,426 | ||||||||||
| Selling And Marketing | - | 3,627,449 | 3,627,449 | ||||||||||
| General And Administrative | 647,556 | 4,878,820 | 5,526,376 | ||||||||||
| Inventory Impairment | - | 254,452 | 254,452 | ||||||||||
| Bad Debts | 231,319 | 39,410 | 270,729 | ||||||||||
| Equity promotion and marketing | - | 1,183,750 | 1,183,750 | ||||||||||
| Foreign Exchange | 19,449 | - | (19,449 | ) | [2G] | - | |||||||
| Other income | (97,597 | ) | - | 97,597 | [2G] | - | |||||||
| Total Operating Expenses | 800,727 | 12,808,896 | 13,687,771 | ||||||||||
| Net Operating Loss | (478,270 | ) | (11,240,919 | ) | (11,797,337 | ) | |||||||
| Other income | |||||||||||||
| Investment income | - | - | 97,597 | [2G] | 97,597 | ||||||||
| Other Expenses | |||||||||||||
| Finance Expense - net | 35,663 | 1,896,135 | 1,931,798 | ||||||||||
| Foreign Exchange | 122,116 | 19,449 | [2G] | 141,565 | |||||||||
| Change in reserve for claims | - | (254,000 | ) | (254,000 | ) | ||||||||
| Gain on settlement of derivative | - | (36,882 | ) | (36,882 | ) | ||||||||
| Total Other Expenses | 35,663 | 1,727,369 | 1,782,481 | ||||||||||
| Loss Before Income Tax | (513,933 | ) | (12,968,288 | ) | (13,482,221 | ) | |||||||
| Income tax credit | (11,735 | ) | - | (11,735 | ) | ||||||||
| Net Loss for The Period | (502,198 | ) | (12,968,288 | ) | (13,470,486 | ) | |||||||
| Other Comprehensive Income | 21,292 | - | 21,292 | ||||||||||
| Comprehensive Loss For the Period | (480,906 | ) | (12,968,288 | ) | (13,449,194 | ) | |||||||
| Weighted average shares (adjusted) | 16,825,617 | 1,674,579 | 18,500,196 | ||||||||||
| Basic and diluted loss per share (adjusted) | (0.03 | ) | (7.74 | ) | (0.73 | ) |
UNAUDITEDPRO FORMA CONDENSED COMBINED STATEMENT OF LOSS
FORTHE YEAR ENDED DECEMBER 31, 2024
| Newbyera (Historical) | Siyata Mobile<br> (Historical) | Transaction accounting adjustments | Notes | Core Holdings<br> <br>(Pro Forma Combined) | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Revenue | 79,465,587 | 11,629,572 | 91,095,159 | ||||||||||
| Cost Of Sales | (77,812,937 | ) | (9,487,165 | ) | (87,300,102 | ) | |||||||
| Gross Profit | **** | 1,652,650 | **** | **** | 2,142,407 | **** | **** | **** | **** | **** | **** | 3,795,057 | **** |
| Expenses | |||||||||||||
| Amortization And Depreciation | - | 1,679,839 | 1,679,839 | ||||||||||
| Development Expenses | - | 625,023 | 625,023 | ||||||||||
| Selling And Marketing | - | 4,480,013 | 4,480,013 | ||||||||||
| Equity promotion and marketing | - | 5,920,239 | 5,920,239 | ||||||||||
| Inventory Impairment | - | 230,312 | 230,312 | ||||||||||
| General And Administrative | 1,182,360 | 4,859,690 | 6,042,050 | ||||||||||
| Bad Debts | 1,570,860 | 6,926 | 1,577,786 | ||||||||||
| Impairment of intangibles | - | 279,828 | 279,828 | ||||||||||
| Share-Based Payments | - | 283,301 | 283,301 | ||||||||||
| Foreign Exchange | (28,206 | ) | - | 28,206 | [2G] | - | |||||||
| Other income | (335,697 | ) | - | 335,697 | [2G] | - | |||||||
| Total Operating Expenses | 2,389,317 | 18,365,171 | 21,118,391 | ||||||||||
| Net Operating Loss | (736,667 | ) | (16,222,764 | ) | (17,323,334 | ) | |||||||
| Other income | |||||||||||||
| Investment income | - | - | 335,697 | [2G] | 335,697 | ||||||||
| Other Expenses | |||||||||||||
| Finance Expense | 6,915 | 3,541,594 | 3,548,509 | ||||||||||
| Loss on issuance | - | 6,267,400 | 6,267,400 | ||||||||||
| Loss on extinguishment of financial liability | - | 601,163 | 601,163 | ||||||||||
| Impairment of investment | - | 1,300,000 | 1,300,000 | ||||||||||
| Foreign Exchange | - | 8,523 | (28,206 | ) | [2G] | (19,683 | ) | ||||||
| Change in preferred share liability | - | (386,022 | ) | (386,022 | ) | ||||||||
| Gain on settlement of derivative | - | (3,723,827 | ) | (3,723,827 | ) | ||||||||
| Change In Fair Value of Warrant Liability | - | (48,681 | ) | (48,681 | ) | ||||||||
| Transaction Costs | - | 1,487,800 | 2,000,000 | [2B] | 3,487,800 | ||||||||
| Total Other Expenses | 6,915 | 9,047,950 | 11,026,659 | ||||||||||
| Loss Before Income Tax | (743,582 | ) | (25,270,714 | ) | (28,014,296 | ) | |||||||
| Income tax expense | 2,070 | - | 2,070 | ||||||||||
| Net Loss for The Period | (745,652 | ) | (25,270,714 | ) | (28,016,366 | ) | |||||||
| Other Comprehensive Loss | (36,650 | ) | - | (36,650 | ) | ||||||||
| Comprehensive Loss For the Period | (782,302 | ) | (25,270,714 | ) | (28,053,016 | ) | |||||||
| Weighted average shares (adjusted) | 16,825,617 | 40,849 | 16,866,466 | ||||||||||
| Basic and diluted loss per share (adjusted) | (0.04 | ) | (618.63 | ) | (1.66 | ) |
Note1 – Basis of Presentation
The accompanying unaudited pro forma condensed combined financial information was prepared in accordance with Article 11 of SEC Regulation S-X.
The unaudited pro forma condensed combined balance sheet was prepared using the unaudited historical balance sheet of Siyata Mobile as of September 30, 2025 and the unaudited historical balance sheet of Core Gaming Inc. as of September 30, 2025, taking into account the pro forma effect of the Merger. Siyata Mobile’s, Core Gaming’s and Newbyera’s fiscal years ended on December 31.
Core Gaming Inc. was incorporated on May 24, 2024, and acquired Newbyera in August 2024. Core Gaming’s primary activity through December 31 2024 has been investment holding of Newbyera. The unaudited pro forma condensed combined statements of loss were prepared using:
● the historical audited consolidated statement of loss of Siyata Mobile for the year ended December 31, 2024;
● the historical unaudited consolidated statement of loss of Siyata Mobile for the nine months ended September 30, 2025;
● the historical unaudited statement of loss of Newbyera for the year ended December 31, 2024; and
● the historical unaudited consolidated statement of loss of Core Gaming for the nine months ended September 30, 2025.
Siyata Mobile’s, Core Gaming’s and Newbyera’s historical financial statements were prepared in accordance with International Financial Reporting Standards and are presented in U.S. dollars. Certain reclassifications have been made to the historical financial statements of Core Gaming and Newbyera to conform to the financial statement presentation to be adopted by the combined company. These adjustments are related to the presentation of prepayment, foreign currency exchange gain and other incomes. All such adjustments and reclassifications have been included in Pro Forma Adjustments in the Unaudited Pro Forma Condensed Combined Balance Sheet and Unaudited Pro Forma Condensed Combined Statement of Loss.
Because the former stockholders of Core Gaming own 84.5% of Core Holdings’ outstanding common shares immediately following the closing of the Merger, and the management of Core Gaming will assume key positions in the management of Core Holdings, Core Gaming is deemed to be the acquiring company for accounting purposes, and the Merger is accounted for as a reverse acquisition under the acquisition method of accounting for business combinations. Accordingly, the assets and liabilities of Core Holdings will be measured at fair value and added to the assets and liabilities of Core Gaming, and the historical results of operations of Core Gaming will be reflected in the results of operations of Core Holdings following the merger.
The total acquisition consideration (for accounting purposes) is equal to fair value of the number of equity interests that Core Gaming would have had to issue to give the owners of Siyata Mobile the same percentage equity interest in the combined company that results from the Merger. The related fair value of equity interests of Core Gaming is based on preliminary management valuations.
Under the acquisition method of accounting, identifiable assets and liabilities of Siyata Mobile will be recorded based on their estimated fair values as of the Effective Time. Goodwill is calculated as the difference between the estimated acquisition consideration and fair values of identifiable net assets acquired.
The estimated acquisition consideration and the preliminary allocation of the estimated acquisition consideration are, in part, based upon a preliminary management valuation, as described below, and estimates and assumptions are subject to change.
| September 30, 2025 | ||
|---|---|---|
| Cash | 3,510,499 | |
| Trade and other receivables | 2,744,789 | |
| Prepaid expenses | 270,878 | |
| Inventory | 2,523,487 | |
| Advance to suppliers | 329,260 | |
| Long Term Receivable | 170,414 | |
| Right Of Use Assets | 448,883 | |
| Equipment | 142,484 | |
| Intangible Assets | 10,067,545 | |
| Fair value of assets acquired | 20,208,239 | |
| Loans to Financial Institutions | 1,642,477 | |
| Accounts payable and accrued liabilities | 2,616,250 | |
| Lease obligations | 381,178 | |
| Warrant and preferred share liability | 100 | |
| Long Term Lease Liability | 129,247 | |
| Fair value of liabilities acquired | 4,769,252 | |
| Fair value of pro forma net assets acquired | 15,438,987 | |
| Goodwill | 14,009,500 | |
| Total estimated consideration (for accounting purpose) | 29,448,487 |
The final determination of the fair value of the identifiable net assets acquired may change significantly from these preliminary estimates. The actual acquisition accounting of the Merger will be based on the fair value of the acquisition consideration and the fair values of Siyata Mobile’s assets and liabilities as of the effective time.
Note2 – Pro Forma Adjustments
The pro forma adjustments in the unaudited pro forma condensed combined financial information, which represent only transaction accounting adjustments, are as follows:
[A] To record the goodwill from Core Gaming’s acquisition of Siyata Mobile (for accounting purpose)
[B] To record the transaction costs for the Merger
[C] To record the exchange of Core Gaming’s common stock for Siyata Mobile’s common shares
[D] To eliminate Siyata Mobile’s historical reserves
[E] To eliminate Siyata Mobile’s historical other comprehensive loss
[F] To eliminate Siyata Mobile’s historical deficit
[G] To reclass certain balances to confirm to the combined company’s presentation
Note3 – Loss Per Share
Net loss per share is calculated using the historical weighted average shares outstanding and the issuance of additional shares in connection with the Merger, assuming the shares were outstanding since January 1, 2024. As the Merger is being reflected as if it had occurred at the beginning of the periods presented, the calculation of weighted average shares outstanding for basic and diluted net loss per share assumes that the shares issuable relating to the Merger have been outstanding for the entire periods presented. The number of shares outstanding at September 30, 2025 and the average number of shares outstanding for the nine months ended September 30, 2025 and the year ended December 31, 2024, have also been adjusted retrospectively due to the 4-1 reverse stock split that occurred on October 7, 2025.