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6-K 1 form6-k.htm 6-K

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of November 2025

 

Commission File Number 001-39557

 

Core AI Holdings, Inc.

(Translation of registrant’s name into English)

 

25 SE 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:

 

 

 

 

 

 

Closed Merger Agreement with Core Gaming – Updated Financial Statements

 

☒ Form 20-F ☐ Form 40-F 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.

 

Core was incorporated in the State of Delaware on May 10, 2024. On August 2, 2024, Core acquired Newbyera Technology Limited, a limited company incorporated under the laws of Hong Kong.

 

The following financial statements are attached as exhibits hereto:

 

1. Unaudited financial statements of Core for the six months ended June 30, 2025.
2.

Unaudited pro forma combined financial statements for Core AI Holdings, Inc. (f/k/a Siyata Mobile Inc.) and Core Gaming Inc. for the six months ended June 30, 2025 and for the year ended December 31, 2024.

 

This 6-K and Exhibits 99.1 and 99.2 attached hereto are incorporated by reference into the Company’s Registration Statements on 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 Statement on Form F-3 (333-291487).

 

EXHIBIT INDEX

 

Exhibit No.   Description
99.1   Core Gaming, Inc. Unaudited Financial Statements for the Six Months Ended June 30, 2025.
99.2   Unaudited pro forma combined financial statements for Core AI Holdings, Inc. (f/k/a Siyata Mobile Inc.) and Core Gaming Inc. for the six months ended June 30, 2025 and for the year ended December 31, 2024.

 

 

 

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: November 14, 2025 CORE AI HOLDINGS, INC.
     
  By: /s/ Aitan Zacharin
  Name: Aitan Zacharin
  Title: Chief Executive Officer

 

 

 

EX-99.1 2 ex99-1.htm EX-99.1

 

Exhibit 99.1

 

CONSOLIDATED INTERIM FINANCIAL STATEMENTS

As at and for the six months ended June 30, 2025

 

NOTICE OF NO AUDITOR REVIEW OF 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 consolidated interim financial statements have been prepared using accounting policies in compliance with U.S. Generally Accepted Accounting Principles for 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.

 

Core Gaming, Inc. And Its Subsidiary

 

Consolidated Financial Statements

For The Six Months Ended June 30, 2025

 

 

 

TABLE OF CONTENTS

 

PAGE

     
Consolidated 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 - 14

 

1

 

Core Gaming, Inc. And Its Subsidiary

Consolidated Statement of Financial Position

As At June 30, 2025

(Expressed In United States Dollars)

 

    Note  

June 30, 2025

$

   

December 31, 2024

$

 
ASSETS                
Current assets                    
Prepayments, net         922,499       889,172  
Other receivables, net         2,138,885       4,045,411  
Accounts receivable, net         9,100,904       9,120,543  
Cash and cash equivalents         3,180,395       5,559,276  
Total current assets         15,342,683       19,614,402  
                     
Non-current assets                    
Intangible assets   5     870       1,510  
Total non-current assets         870       1,510  
                     
Total assets         15,343,553       19,615,912  
                     
LIABILITIES AND EQUITY                    
Current liabilities                    
Account and other payables         13,905,136       17,414,049  
Taxes Payable         21,358       21,269  
Total current liabilities         13,926,494       17,435,318  
                     
Total liabilities         13,926,494       17,435,318  
                     
Equity                    
Share capital   6     100       100  
Share premium   6     2,569,466       2,569,466  
Other reserves         (10,297 )     (16,652 )
Accumulated loss         (1,142,210 )     (372,320 )
Total Equity         1,417,059       2,180,594  
                     
Total liabilities and equity         15,343,553       19,615,912  

 

The accompanying notes form an integral part of and should be read in conjunction with these financial statements.

 

2

 

Core Gaming, Inc. And Its Subsidiary

Consolidated Statement of Profit or Loss and Other Comprehensive Income

For The Six Months Ended June 30, 2025

(Expressed In United States Dollars)

 

    Note  

Six-Month Ended

June 30, 2025

$

   

May 10, 2024 –

June 30, 2024

$

 
                 
Revenue         28,854,393          -  
Cost of providing services   4     (29,479,919 )     -  
Gross profit         (625,526 )     -  
                     
General and administrative expenses   4     (433,989 )     -  
Net impairment reversal on financial and contract assets         238,491       -  
Other income         71,942       -  
Foreign exchange gain - net         136       -  
Operating loss         (748,946 )     -  
                     
Interest income         1,190       -  
Finance cost         (22,134 )     -  
Finance cost - net         (20,944 )     -  
                     
Loss before income tax         (769,890 )     -  
                     
Income tax expenses         -       -  
                     
Loss for the period         (769,890 )     -  
                     
Other comprehensive income         6,355       -  
                     
Total comprehensive loss         (763,535 )     -  

 

The accompanying notes form an integral part of and should be read in conjunction with these financial statements.

 

3

 

Core Gaming, Inc. And Its Subsidiary

Consolidated Statement of Change in Equity

For The Six Months Ended June 30, 2025

(Expressed In United States Dollars)

 

                          Other reserves        
    Note  

Share capital

$

   

Share premium

$

   

Accumulated loss

$

   

Foreign currency translation

$

   

Total Equity

$

 
                                   
Balance as of January 1, 2025         100       2,569,466       (372,320 )     (16,652 )     2,180,594  
                                             
Net loss         -       -       (769,890 )     -       (769,890 )
                                             
Foreign currency translation loss         -       -       -       6,355       6,355  
                                             
Balance as of June 30, 2025         100       2,569,466       (1,142,210 )     (10,297 )     1,417,059  

 

                          Other reserves        
    Note  

Share capital

$

   

Share premium

$

   

Accumulated loss

$

   

Foreign currency translation

$

   

Total Equity

$

 
                                   
Balance as of May 10, 2024              -            -        -            -            -  
                                             
Issue of shares         -       -       -       -       -  
                                             
Balance as of June 30, 2024         -       -       -       -       -  

 

The accompanying notes form an integral part of and should be read in conjunction with these financial statements.

 

4

 

Core Gaming, Inc. And Its Subsidiary

Consolidated Statement of Cash Flows

For The Six Months Ended June 30, 2025

(Expressed In United States Dollars)

 

    Note  

Six-Month Ended

June 30, 2025

$

   

May 10, 2024 –

June 30, 2024

$

 
Net Profit         (769,890 )        -  
                     
Adjustments for                    
Amortization         644       -  
                     
Changes in operating assets and liabilities:                    
Accounts receivable         19,639       -  
Prepayment         (33,327 )     -  
Other receivables         1,906,526       -  
Accounts payable and accrued liabilities         (3,508,913 )     -  
Tax payables         89       -  
Cash flow generated from operation         (2,385,232 )     -  
                     
Net cash generated from operating activities         (2,385,232 )     -  
                     
Cash used for investing activities                    
Net cash generated from investing activities         -       -  
                     
Cash flow from financing activities                    
Net cash generated from financing activities         -       -  
                     
Foreign exchange         6,351       -  
                     
Net increase in cash         (2,378,881 )     -  
Cash and Cash Equivalent at beginning of the period         5,559,276       -  
Cash and Cash Equivalent at end of the period         3,180,395       -  

 

The accompanying notes form an integral part of and should be read in conjunction with these financial statements.

 

5

 

Core Gaming, Inc. And Its Subsidiary

Notes to The Consolidated Financial Statements

For The Six Months Ended June 30, 2025

(Expressed In United States Dollars)

 

1. Basis of Presentation and Summary of Significant Accounting Policies

 

Corporate information

 

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.

 

Basis of 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.

 

New and 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.

 

New standards 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.

 

Summary of 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

 

Core Gaming, Inc. And Its Subsidiary

Notes to The Consolidated Financial Statements

For The Six Months Ended June 30, 2025

(Expressed In 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

 

Core Gaming, Inc. And Its Subsidiary

Notes to The Consolidated Financial Statements

For The Six Months Ended June 30, 2025

(Expressed In 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 cost;
  Fair value through other comprehensive income (FVOCI); and
  Fair 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.

 

At initial 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.

 

At subsequent 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

 

Core Gaming, Inc. And Its Subsidiary

Notes to The Consolidated Financial Statements

For The Six Months Ended June 30, 2025

(Expressed In 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

 

Core Gaming, Inc. And Its Subsidiary

Notes to The Consolidated Financial Statements

For The Six Months Ended June 30, 2025

(Expressed In United States Dollars)

 

3. Revenue

 

Revenues consist of the following items:

 

   

Six-Month Ended

June 30, 2025

$

   

Six-Month Ended

June 30, 2024

$

 
                 
Advertisement publishing service     28,854,393             -  

 

4. Expense by nature

 

   

Six-Month Ended

June 30, 2025

$

   

Six-Month Ended

June 30, 2024

$

 
Advertisement publishing cost     21,391,648             -  
Software technology cost     7,870,306       -  
Other service cost     217,965       -  
Cost of providing services     29,479,919       -  
                 
Staff cost     173,092       -  
Office expense     92,828       -  
Others     168,069       -  
General and administrative expenses     433,989       -  

 

5. Intangible assets

 

Intangible assets consist of capitalized patent application fees.

 

   

Trade Mark & Patents

$

   

Total

$

 
Cost            
At January 1, 2025     2,435       2,435  
Exchange difference     10       10  
At June 30, 2025     2,445       2,445  
                 
Accumulated depreciation                
At January 1, 2025     925       925  
Exchange difference     6       6  
Amortization     644       644  
At June 30, 2025     1,575       1,575  
                 
Carrying amount                
At January 1, 2025     1,510       1,510  
At June 30, 2025     870       870  

 

10

 

Core Gaming, Inc. And Its Subsidiary

Notes to The Consolidated Financial Statements

For The Six Months Ended June 30, 2025

(Expressed In United States Dollars)

 

6. Share capital

 

   

Number

of ordinary shares

   

Par value

$

   

Share premium

$

 
Issued and fully paid:                        
At January 1, 2025 & June 30, 2025     1,000,000       100       2,569,466  

 

7. Investment in subsidiary

 

    June 30, 2025  
    $  
         
Unquoted shares, at cost     2,569,491  

 

The details of the subsidiary as at the reporting date are:

 

Name of Group

(Country of incorporation)

  Principal activities   Cost of investment     Percentage of equity held by the Parent     Percentage of equity held by the Group  
        06.30.2025     06.30.2025     06.30.2025  
        $     %     %  
Newbyera Technology Limited (Hong Kong)   Mobile game developing and publishing     2,569,491       100       100  

 

8. 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.

 

Credit risk

 

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.

 

11

 

Core Gaming, Inc. And Its Subsidiary

Notes to The Consolidated Financial Statements

For The Six Months Ended June 30, 2025

(Expressed In United States Dollars)

 

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 June 30, 2025, Accounts receivables amounted to $9,100,904, 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.

 

The Group’s credit risk exposure in relation to trade receivables are as follows:

 

          Past Due        
    Current     Within 30 days     30 to 120 days     More than 120 days     Total  
Trade receivables     9,062,025       132,303       8,002       52,119       9,254,449  
Loss allowance     110,024       6,615       4,001       32,904       153,545  

 

The movements in credit loss allowance are as follows:

 

    Credit loss allowance  
    $  
Balance as at January 1, 2025     491,245  
Changes in credit risk     (238,492 )
Write-off     (99,208 )
Balance as at June 30, 2025     153,545  

 

Liquidity risk

 

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.

 

12

 

Core Gaming, Inc. And Its Subsidiary

Notes to The Consolidated Financial Statements

For The Six Months Ended June 30, 2025

(Expressed In United States Dollars)

 

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 than
1 year
    More than 1 years but less than 5 years     More than 5 years     Total  
Group   $     $     $     $  
                         
Financial assets                                
Cash and cash equivalents     3,180,395          -          -       3,180,395  
Other receivables     2,138,885       -       -       2,138,885  
Trade receivables     9,100,904       -       -       9,100,904  
As at June 30, 2025     14,420,184       -       -       14,420,184  
                                 
Financial liabilities                                
Trade and other payables     13,905,136               -       13,905,136  
As at June 30, 2025     13,905,136       -       -       13,905,136  
                                 
Net undiscounted financial assets as at June 30, 2025     515,048       -       -       515,048  

 

    Less than
1 year
    More than 1 years but less than 5 years     More than 5 years     Total  
Group   $     $     $     $  
                         
Financial assets                                
Cash and cash equivalents     5,559,276          -          -       5,559,276  
Other receivables     4,045,411       -       -       4,045,411  
Trade receivables     9,120,543       -       -       9,120,543  
As at December 31, 2024     18,725,230       -       -       18,725,230  
                                 
Financial liabilities                                
Trade and other payables     17,414,049               -       17,414,049  
As at December 31, 2024     17,414,049       -       -       17,414,049  
                                 
Net undiscounted financial assets as at December 31, 2024     1,311,181       -       -       1,311,181  

 

 

Market risks

 

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.

 

9. 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 1 - the fair values of assets and liabilities with standard terms and conditions and which trade in active markets that the Group can access at the measurement date are determined with reference to quoted market prices (unadjusted).
     
(b) Level 2 - in the absence of quoted market prices, the fair values of the assets and liabilities are determined using the other observable, either directly or indirectly, inputs such as quoted prices for similar assets/liabilities in active markets or included within Level 1, quoted prices for identical or similar assets/liabilities in non-active markets.
     
(c) Level 3 - in the absence of quoted market prices included within Level 1 and observable inputs included within Level 2, the fair values of the remaining assets and liabilities are determined in accordance with generally accepted pricing models.

 

13

 

Core Gaming, Inc. And Its Subsidiary

Notes to The Consolidated Financial Statements

For The Six Months Ended June 30, 2025

(Expressed In United States Dollars)

 

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.

 

10. 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.

 

11. 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 Company merged with and into Merger Sub (the “Merger”), with the Company continuing as the surviving entity and becoming a wholly owned subsidiary of Purchaser.
     
In exchange for the outstanding shares of the Company’s common stock, Purchaser issued 67,302,300 common shares to the shareholders of the Company based on an exchange ratio calculated as $160,000,000 divided by the volume-weighted average closing price of Purchaser’s 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 six month period ended 30 June 2025 in respect of this transaction

 

14

 

EX-99.2 3 ex99-2.htm EX-99.2

 

Exhibit 99.2

 

CORE AI HOLDINGS, INC.

(formerly known as Siyata Mobile Inc.)

 

UNAUDITED PRO 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 67,302,300 (16,825,577 after the 4-1 reverse split) common shares 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 Holding”), and effective a 4-1 reverse stock split on October 7, 2025. Newbyera Technology Limited (“Newbyera”) is the sole operating subsidiary of Core Gaming.

 

 

 

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

AS OF JUNE 30, 2025

 

    Core Gaming
(Historical)
    Siyata Mobile
(Historical)
    Transaction accounting adjustments     Notes  

Core Holding

(Pro Forma Combined)

 
Assets                                    
Current                                    
Cash     3,180,395       6,483,881                   9,664,276  
Trade And Other Receivables     11,239,789       689,585                   11,929,374  
Prepaid Expenses     922,499       665,716       (901,545 )   [2G]     259,670  
                      (427,000 )   [2I]        
Inventory     -       1,510,945                   1,510,945  
Advance To Suppliers     -       889,513       901,545     [2G]     1,791,058  
      15,342,683       10,239,640                   25,155,323  
Long Term Receivable     -       197,683                   197,683  
Right Of Use Assets     -       436,424                   436,424  
Equipment     -       145,231                   145,231  
Intangible Assets     870       9,051,852                   9,052,722  
Goodwill     -       -       12,616,138     [2A]     12,616,138  
Total Assets     15,343,553       20,070,830                   47,603,521  
                                     
Liabilities and Shareholders’ Equity                                    
Current                                    
Loans to Financial Institutions     -       218,873                   218,873  
Sale of future receipts     -       273,283                   273,283  
Tax payable     21,358       -       (21,358 )   [2H]     -  
Accounts Payable And Accrued Liabilities     13,905,136       1,989,004       2,000,000     [2B]     17,915,498  
                      21,358     [2H]     -  
Short Term Lease Liability     -       293,611                   293,611  
Warrant Liability     -       252,236                   252,236  
      13,926,494       3,027,007                   18,953,501  
Long Term Lease Liability     -       211,474                   211,474  
      -       211,474                   211,474  
Total Liabilities     13,926,494       3,238,481                   19,164,975  
                                     
Shareholders’ Equity                                    
Share Capital     2,569,566       125,424,413       (125,424,413 )   [2C]     32,018,053  
                      29,448,487     [2C]        
Reserves             14,927,501       (14,927,501 )   [2D]     -  
Accumulated Other Comprehensive Loss     (10,297 )     98,870       (98,870 )   [2E]     (10,297 )
Retained Deficit     (1,142,210 )     (123,618,435 )     123,618,435     [2F]     (3,569,210 )
                      (2,000,000 )   [2B]        
                      (427,000 )   [2I]        
      1,417,059       16,832,349                   28,438,546  
Total Liabilities and Shareholders’ Equity     15,343,553       20,070,830                   47,603,521  

 

 

 

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF LOSS

FOR THE SIX MONTHS ENDED JUNE 30, 2025

 

   

Core Gaming

(Historical)

    Siyata Mobile
(Historical)
    Transaction accounting adjustments     Notes  

Core Holding

(Pro Forma Combined)

 
Revenue     28,854,393       4,503,110                   33,357,503  
Cost Of Sales     (29,479,919 )     (3,675,546 )                 (33,155,465 )
Gross Profit/(Loss)     (625,526 )     827,564                   202,038  
                                     
Expenses                                    
Amortization And Depreciation     -       831,802                   831,802  
Development Expenses     -       331,600                   331,600  
Selling And Marketing     -       2,238,228                   2,238,228  
General And Administrative     433,989       2,640,496                   3,074,485  
Inventory Impairment     -       37,200                   37,200  
Inventory Loss (Income) From Water Damage     -       -                   -  
Bad Debts (Recovered)     (238,491 )     68,499                   68,499  
Equity promotion and marketing     -       938,750                   938,750  
Foreign Exchange     (136 )     -       136     [2G]     -  
Other income     (71,942 )     -       71,942     [2G]     -  
Total Operating Expenses     123,420       7,086,575                   7,282,073  
                                     
Net Operating Loss     (748,946 )     (6,259,011 )                 (7,080,035 )
                                     
Other income                                    
Investment income     -       -       71,942     [2G]     71,942  
                                     
Other Expenses                                    
Finance Expense - net     20,944       1,763,864                   1,784,808  
Foreign Exchange             95,880       (136 )   [2G]     95,744  
Change in reserve for claims     -       (484,609 )                 (484,609 )
Gain on settlement of derivative     -       (36,882 )                 (36,882 )
Total Other Expenses     20,944       1,338,253                   1,359,061  
Loss Before Income Tax     (769,890 )     (7,597,264 )                 (8,367,154 )
Income tax expense     -       -                   -  
Net Loss for The Period     (769,890 )     (7,597,264 )                 (8,367,154 )
Other Comprehensive Income     6,355       -                   6,355  
Comprehensive Loss For the Period     (763,535 )     (7,597,264 )                 (8,360,799 )
                                     
Weighted average shares (adjusted)     16,390,134       969,027                   17,359,161  
Basic and diluted loss per share (adjusted)     (0.05 )     (7.84 )                 (0.48 )

 

 

 

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

AS OF DECEMBER 31, 2024

 

    Core Gaming
(Historical)
    Siyata
(Historical)
    Transaction accounting adjustments     Notes   Pro Forma Combined  
Assets                                    
Current                                    
Cash     5,559,276       181,730                   5,741,006  
Trade And Other Receivables     13,325,104       1,404,180                   14,729,284  
Prepaid Expenses     2,141,620       119,802       (2,136,768 )   [G]     124,654  
Inventory     -       3,942,896                   3,942,896  
Advance To Suppliers     -       33,672       2,136,768     [G]     2,170,440  
      21,026,000       5,682,280                   26,708,280  
Long Term Receivable     -       181,584                   181,584  
Right Of Use Assets     -       582,485                   582,485  
Equipment     -       157,820                   157,820  
Intangible Assets     1,510       8,285,036                   8,286,546  
Goodwill     -       -       13,856,507     [A]     13,856,507  
Total Assets     21,027,510       14,889,205                   49,773,222  
                                     
Liabilities and Shareholders’ Equity                                    
Current                                    
Loans to Financial Institutions     -       2,077,290                   2,077,290  
Sale of future receipts     -       1,688,435                   1,688,435  
Tax payable     21,269       -       (21,269 )   [H]     -  
Accounts Payable And Accrued Liabilities     19,036,066       5,497,957       1,000,000     [B]     25,555,292  
                      21,269     [H]     -  
Amount due to related parties                                 -  
Short Term Lease Liability     -       296,366                   296,366  
Warrant Liability     -       1,069,513                   1,069,513  
      19,057,335       10,629,561                   30,686,896  
Long Term Lease Liability     -       338,373                   338,373  
      -       338,373                   338,373  
Total Liabilities     19,057,335       10,967,934                   31,025,269  
                                     
Shareholders’ Equity                                    
Share Capital     2,397,484       104,916,071       (104,916,071 )   [C]     20,175,262  
                      17,777,778     [C]        
Reserves             14,927,501       (14,927,501 )   [D]     -  
Accumulated Other Comprehensive Loss     (15,087 )     98,870       (98,870 )   [E]     (15,087 )
Retained Deficit     (412,222 )     (116,021,171 )     116,021,171     [F]     (1,412,222 )
                      (1,000,000 )   [B]        
      1,970,175       3,921,271                   18,747,953  
Total Liabilities and Shareholders’ Equity     21,027,510       14,889,205                   49,773,222  

 

 

 

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF LOSS

FOR THE YEAR ENDED DECEMBER 31, 2024

 

    Newbyera (Historical)     Siyata Mobile
(Historical)
    Transaction accounting adjustments     Notes  

Core Holding

(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 (Recovered)     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)     16,390,134       40,849                   16,430,983  
Basic and diluted loss per share (adjusted)     (0.05 )     (618.63 )                 (1.71 )

 

 

 

Note 1 – 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 June 30, 2025 and the unaudited historical balance sheet of Core Gaming Inc. as of June 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 six months ended June 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 six months ended June 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, other incomes and tax payables. 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 Holding’s 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 Holding, 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 Holding 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 Holding 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.

 

    June 30, 2025  
Cash     6,483,881  
Trade and other receivables     689,585  
Prepaid expenses     665,716  
Inventory     1,510,945  
Advance to suppliers     889,513  
Long Term Receivable     197,683  
Right Of Use Assets     436,424  
Equipment     145,231  
Intangible Assets     9,051,852  
Fair value of assets acquired     20,070,830  
         
Loans to Financial Institutions     218,873  
Sales of future receipts     273,283  
Accounts payable and accrued liabilities     1,989,004  
Lease obligations     293,611  
Warrant and preferred share liability     252,236  
Long Term Lease Liability     211,474  
Fair value of liabilities acquired     3,238,481  
         
Fair value of pro forma net assets acquired     16,832,349  
Goodwill     12,616,138  
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.

 

 

 

Note 2 – 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
[H] To reclass certain balances to confirm to the combined company’s presentation
[I] To reclass certain balances to confirm to the combined company’s presentation

 

Note 3 – 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 June 30, 2025 and the average number of shares outstanding for the six months ended June 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.