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: May 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
On May 5, 2026, Core AI Holdings, Inc., a British Columbia, Canada corporation (the “Company”), issued a press release announcing the appointment of Sonali Garg, Co-Founder and Chief Operating Officer of Allianca Group Inc., to its Advisory Board.
A copy of the press release is included with this Report of Foreign Private Issuer on Form 8-K (the “Report”) as Exhibit99.1.
The information contained in and the document furnished with this Report shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.
ForwardLooking Statements
This Report and the exhibit furnished herewith contains 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 April 21, 2025, 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.
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EXHIBITINDEX
| Exhibit No. | Description |
|---|---|
| 99.1* | Press release dated May 5, 2026. |
* Furnished not filed.
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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> May 5, 2026 | CORE AI HOLDINGS, INC. | |
|---|---|---|
| By: | /s/ Aitan Zacharin | |
| Aitan<br> Zacharin, Chief Executive Officer |
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Exhibit99.1
CoreAI Appoints Sonali Garg, Former Meta Data Center Leader and COO of Allianca Group, to Advisory Board
Appointmentstrengthens execution capabilities as Core AI advances AI-ready data center platform with Allianca
MIAMI,FL — May 5, 2026 — Core AI Holdings, Inc. (Nasdaq: CHAI) (“Core AI” or the “Company”), a global AI infrastructure and technology platform, today announced the appointment of Sonali Garg, Co-Founder and Chief Operating Officer of Allianca Group Inc. (“Allianca”), to its Advisory Board. The appointment further aligns leadership between Core AI and Allianca following their recently announced strategic joint venture to deliver AI-ready data center capacity with speed, efficiency, and scale.
Ms. Garg brings deep operational expertise in hyperscale data center development and program execution. As Co-Founder and COO of Allianca, she has overseen the delivery of more than 720 MW of mission-critical data center capacity globally and managed annual project portfolios exceeding $6 billion. Prior to Allianca, Ms. Garg held senior leadership roles at Meta Platforms, Inc., where she led program cost control and operational scaling across a data center portfolio that expanded from $2 billion to $10 billion over five years, supporting approximately 20% year-over-year capacity growth.
Earlier in her career, Ms. Garg contributed to large-scale infrastructure and database initiatives at Google, with a focus on systems architecture, analytics, and automation to drive efficiency across complex, multi-stakeholder environments. Her cross-functional experience spans finance, legal, talent, vendor management, and enterprise delivery, positioning her as a key operator in scaling next-generation infrastructure platforms.
“In a market defined by speed and execution, strategy must be built through an operator’s lens,” said Ms. Garg. “Core AI and Allianca are uniquely positioned to deliver AI infrastructure at scale, and I look forward to contributing to the Company’s strategic direction and execution discipline.”
“Core AI continues to deepen its operational bench as we scale,” said Aitan Zacharin, Chief Executive Officer of Core AI. “Sonali has operated at the highest levels of data center delivery and brings a proven ability to translate strategy into execution. Her perspective will be instrumental as we advance our AI infrastructure platform alongside Allianca.”
AboutAllianca Group Inc.
Allianca Group Inc. is an infrastructure advisory and execution firm singularly focused on delivering next-generation data center infrastructure at speed and scale. The firm serves as a fully integrated, turnkey owner’s representative across the complete development lifecycle from power-aware site selection and preconstruction planning through program management, construction execution, and commissioning.
Allianca’s differentiated delivery model is anchored by its Velox platform a modular, industrialized data center delivery system purpose-built to compress construction timelines, standardize deployment, improve cost predictability, and enable rapid, repeatable capacity delivery at scale. Velox represents the operational backbone of Allianca’s turnkey approach and is a central component of the joint venture’s deployment strategy.
The Allianca team brings over 40 years of combined industry experience with a demonstrated track record supporting hyperscaler environments, managing annual project portfolios exceeding $6 billion, and contributing to the delivery of more than 720 MW of mission-critical data center capacity globally.
www.allianca.group
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. Through its subsidiary, Core Gaming, the Company operates an AI-driven mobile game development and publishing business.
CoreAI Investor Relations
ir@coregaming.co
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 April 21, 2025, and in subsequent SEC filings. Except as requiredby law, Core AI undertakes no obligation to update these forward-looking statements.
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