Core AI Holdings, Inc. Completes Merger

TL;DR

Core AI Holdings (fka Siyata Mobile) merged Oct 3rd. New name, same old 6-K.

AI Summary

On October 3, 2025, Core AI Holdings, Inc. (formerly Siyata Mobile Inc.) completed a merger. The company's principal executive office is located at 7404 King George Blvd., Suite 200, King's Cross, Surrey, British Columbia, Canada. Core AI Holdings, Inc. is a foreign private issuer and files reports under Form 20-F.

Why It Matters

This filing signals a significant corporate event, the completion of a merger, which could impact the company's structure, operations, and future strategic direction.

Risk Assessment

Risk Level: low — The filing is a routine 6-K report detailing a completed merger and company information, with no immediate financial or operational risks disclosed.

Key Players & Entities

• Core AI Holdings, Inc. (company) — Filer and subject of the report
• Siyata Mobile Inc. (company) — Former name of the company
• October 3, 2025 (date) — Effective date of the merger
• 7404 King George Blvd., Suite 200, King's Cross Surrey, British Columbia V3W 1N6, Canada (location) — Principal executive office address

FAQ

Key Financial Figures

• $4 m — allow the Company to trade at above the $4 minimum price required for issuers initia
• $1.5 billion — ges, with collective valuations of over $1.5 billion. From March 2011 to November 2012, he
• $550,000 — es for an initial annual base salary of $550,000, subject to increases on January 1 of e
• $650,000 — nd set forth therein, which ranges from $650,000 if annual revenue is at least $100 mill
• $100 million — $650,000 if annual revenue is at least $100 million to $1.5 million if annual revenue excee
• $1.5 million — ual revenue is at least $100 million to $1.5 million if annual revenue exceeds $400 million.
• $400 million — $1.5 million if annual revenue exceeds $400 million. The agreement also provides that Mr. Z
• $500 m — alary if annual revenue is greater than $500 million, provided that the target annual

Filing Documents

• form6-k.htm (6-K) — 71KB
• ex3-1.htm (EX-3.1) — 1KB
• ex99-1.htm (EX-99.1) — 30KB
• ex3-1_001.jpg (GRAPHIC) — 229KB
• 0001493152-25-017099.txt ( ) — 419KB

From the Filing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUERPURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the Month of: October 2025 Commission File Number: 001-39557 Core AI Holdings, Inc. (Translation of registrant’s name into English) 7404 King George Blvd., Suite 200, King’s Cross Surrey, British Columbia V3W 1N6, Canada (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 Closing of Merger On October 3, 2025 (the “ Effective Date ”), 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 (the “ 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. Pursuant to the terms of the Merger Agreement, in exchange for the outstanding shares of Core’s common stock, the Company issued an aggregate of 67,302,300 (the “ Shares ”) of its common shares, no par value per share, to the former shareholders of Core. The Company’s common shares will begin trading on the Nasdaq Capital Market, on a post-Merger basis, on October 7, 2025, under the symbol CHAI. Name Change On October 2, 2025, in anticipation of the closing of the Merger, the Company filed a Certificate of Change of Name with the Province of British Columbia, Canada, changing the Company’s name from Siyata Mobile Inc. to Core AI Holdings, Inc. The Certificate of Change of Name is attached hereto as Exhibit 3.1. Share Consolidation In connection with the start of post-Merger trading of the Company’s common shares, on October 7, 2025, the Company will effectuate a 1 for 4 share consolidation of its authorized share capital, such that every 4 common shares, no par value, in the authorized share capital of the Company be consolidated into 1 common share, no par value (the “ Share Consolidation ” or “ Reverse Split ”). The Reverse Split was approved by the Company’s board of directors on August 22, 2025 and shall be effective, and the common shares are expected to begin trading on a Reverse Split-adjusted basis, when the market opens on October 7, 2025. The Reverse Split is intended to allow the Company to trade at above the $4 minimum price required for issuers initially listing on the Nasdaq Capital Market. Following the closing of the Merger, as of October 6, 2025, there were 79,689,523 of the Company’s common shares outstanding. Effecting the Reverse Split will reduce the number of outstanding common shares to approximately 19,922,381. In connection with the Reverse Split, the CUSIP number for the common shares has changed to: 83013Q871. Treatment of Share Options, Warrants and Restricted Shares The number of common shares into which the Company’s outstanding options, warrants and restricted shares, as well as the options’ and warrants’ relevant exercise price per share, will be proportionally adjusted to reflect the Reverse Split. Fractional Shares Any fractional shares that would have resulted because of the Reverse Split will be rounded up to the nearest whole share. Officers and Directors of the Company Pursuant to the Merger Agreement, effective as of the effective time of the Merger (the “ Effective Time ”) the Company’s directors and executive officers (except for its Chief Financial Officer) resigned and the Company’s Board of Directors appointed a new Chief Executive Officer and new Directors. As of the Effective Time, our Board of Directors consists of Marc Seelenfreund, Aitan Zacharin, Luisa Ingargiola, Thomas Tarala, and Mordechai Stenge, Aitan Zacharin serves as our Chief Executive Officer, and Gerald Bernstein continues to serve as our Chief Financial Officer. Certain biographical information about our Directors and executive officers is set forth below. Marc Seelenfreund , age 56, is the Founder and was the Chief Executive Officer of the Company from July 2015 until the Effective Time. Mr. Seelenfreund has over 20 years’ experience in the telecom and cellular arena as founder of a leading telecom distribution company representing multiple global telecom vendors. From August 2004 to July 2015, he was the Chief Executive Officer of Accel Solutions Group Ltd. (TASE: ACCL), a key importer and integrator o

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View this 6-K filing on SEC EDGAR