6-K

UNITEDSTATES

SECURITIESAND EXCHANGE COMMISSION

WASHINGTON,D.C. 20549

FORM6-K

REPORT OFFOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16OR 15d-16

UNDER THE SECURITIESEXCHANGE ACT OF 1934

For the month of March2025

Commission File Number:000-56692

VERSESAI INC.

(Translation of registrant’s name into English)

205 - 810 Quayside Drive

New Westminster, British Columbia

Canada V3M 6B9

(Address of Principal Executive Offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

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.

EXHIBIT INDEX

Exhibit 99.1

VERSES® Announces Conversion of Strategic Investment by G42

Convertible Debentures Converted into Units at C$1.20 per unit

VANCOUVER, B.C., March 04, 2025 — VERSES AI Inc. (CBOE:VERS) (OTCQB:VRSSF) (“VERSES’’ or the “Company”), a cognitive computing company specializing in next-generation intelligent software systems, announces that the Convertible Debentures (as defined below) held by Group 42 Holding Ltd (“G42”), a leading UAE-based AI technology group, were converted in accordance with their terms into units of the Company (“Conversion Units”).

In June 2024, G42, through Expansion Project Technologies Holding 9 SPV RSC Ltd (EPTH), an indirect wholly-owned subsidiary of G42, invested US$10,000,000 via a private placement of unsecured convertible debenture units of VERSES (the “Original Units”). Each Original Unit consisted of: (i) C$1,000 in principal amount of unsecured convertible debentures (“Convertible Debentures”) which bear an interest rate of 10% per annum; and (ii) 500 detachable share purchase warrants (the “Original Warrants”) to purchase Class A Shares.

Each Conversion Unit is comprised of one Class A Subordinate Voting Share of VERSES (a “Class A Share”) and one-half of one share purchase warrant of VERSES (each whole warrant, a “Conversion Warrant”), at a conversion price of C$1.20 per Conversion Unit. Each Conversion Warrant is exercisable to purchase one Class A Share for three years from the date of issuance at a price of C$1.96 per share.

About VERSES

VERSES is a cognitive computing company building next-generation intelligent software systems modeled after the wisdom and genius of Nature. Designed around first principles found in science, physics and biology, our flagship product, Genius, is a suite of tools for machine learning practitioners to model complex dynamic systems and generate autonomous intelligent agents that continuously reason, plan, and learn. Imagine a Smarter World that elevates human potential through technology inspired by Nature. Learn more at verses.ai, LinkedIn, and X.

On behalf of the Company

Gabriel René, Founder & CEO, VERSES AI Inc.

Press Inquiries: press@verses.ai

Investor Relations Inquiries

U.S., Matthew Selinger, Partner, Integrous Communications, mselinger@integcom.us 415-572-8152

Canada, Leo Karabelas, President, Focus Communications, info@fcir.ca 416-543-3120