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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.

 

The following financial statements are attached as exhibits hereto:

 

1. Unaudited financial statements of Core for the nine months ended September 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 nine months ended September 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 Nine Months Ended September 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 nine months ended September 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 21, 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

 

Core Gaming, Inc. And Its Subsidiary

 

Consolidated Financial Statements

For The Nine Months Ended September 30, 2025 (Unaudited)

 

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.

 

 

 

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 (Unaudited)

As At September 30, 2025

(Expressed In United States Dollars)

 

    Note  

September 30,

2025

$

   

December 31,

2024

$

 
ASSETS                
Current assets                    
Prepayments, net         2,040,097       889,172  
Other receivables, net         1,172,166       4,045,411  
Accounts receivable, net         9,545,363       9,120,543  
Cash and cash equivalents         4,613,391       5,559,276  
Total current assets         17,371,017       19,614,402  
                     
Non-current assets                    
Intangible assets   5     674       1,510  
Total non-current assets         674       1,510  
                     
Total assets         17,371,691       19,615,912  
                     
LIABILITIES AND EQUITY                    
Current liabilities                    
Account and other payables         15,672,003       17,414,049  
Taxes Payable         -       21,269  
Total current liabilities         15,672,003       17,435,318  
                     
Total liabilities         15,672,003       17,435,318  
                     
Equity                    
Share capital   6     100       100  
Share premium   6     2,569,466       2,569,466  
Other reserves         4,640       (16,652 )
Accumulated loss         (874,518 )     (372,320 )
Total Equity         1,699,688       2,180,594  
                     
Total liabilities and equity         17,371,691       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 (Unaudited)

For The Three and Nine Months Ended September 30, 2025

(Expressed In United States Dollars)

 

       

Three Months Ended

September 30,

   

Nine Months Ended

September 30,

   

May 10, 2024 –

September 30,

 
       

2025

$

   

2024

$

   

2025

$

   

2024

$

 
                             
Revenue      

16,809,167     19,795,328     45,663,560     19,795,328  
Cost of providing services   4     (15,861,184 )     (18,641,160 )     (45,341,103 )     (18,641,160 )
Gross profit         947,983       1,154,168       322,457       1,154,168  
                                     
General and administrative expenses   4     (213,567 )     (190,827 )     (647,556 )     (190,827 )
Net impairment reversal on financial and contract assets         (469,810 )     (494,110 )     (231,319 )     (494,110 )
Other income         25,655       3,172       97,597       3,172  
Foreign exchange gain/(loss) - net         (19,585 )     (123,356 )     (19,449 )     (123,356 )
Operating profit/(loss)         270,676       349,047       (478,270 )     349,047  
                                     
Interest income         49       166       1,239       166  
Finance cost         (14,768 )     (2,053 )     (36,902 )     (2,053 )
Finance cost - net         (14,719 )     (1,887 )     (35,663 )     (1,887 )
                                     
Profit/(Loss) before income tax         255,957       347,160       (513,933 )     347,160  
                                     
Income tax credit         11,735       -       11,735       -  
                                     
Profit/(Loss) for the period         267,692       347,160       (502,198 )     347,160  
                                     
Other comprehensive income         14,937       51,661       21,292       51,661  
                                     
Total comprehensive income/(loss)         282,629       398,821       (480,906 )     398,821  

 

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 (Unaudited)

For The Nine Months Ended September 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         -       -       (502,198 )     -       (502,198 )
                                             
Foreign currency translation gain         -       -       -       21,292       21,292  
                                             
Balance as of September 30, 2025         100       2,569,466       (874,518 )     4,640       1,699,688  

 

                         

Other

reserves

       
    Note  

Share capital

$

   

Share premium

$

   

Accumulated

profit

$

   

Foreign

currency

translation

$

   

Total

Equity

$

 
                                   
Balance as of May 10, 2024         -       -       -       -       -  
                                             
Issue of shares         100       2,569,466       -       -       2,569,566  
                                             
Net profit         -       -       347,160       -       347,160  
                                             
Foreign currency translation gain         -       -       -       51,661       51,661  
                                             
Balance as of September 30, 2024         100       2,569,466       347,160       51,661       2,968,387  

 

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 (Unaudited)

For The Nine Months Ended September 30, 2025

(Expressed In United States Dollars)

 

    Note  

Nine Months Ended

September 30, 2025

$

   

May 10, 2024 –
September 30, 2024

$

 
Net profit/(loss)       (502,198 )     347,160  
                     
Adjustments for                    
Amortization         846       585  
                     
Changes in operating assets and liabilities – net of acquisition of a subsidiary:                    
Accounts receivable         (424,820 )     1,503,083  
Prepayment         (1,150,925 )     (1,867,590 )
Other receivables         2,873,245       (4,439,917 )
Accounts payable and accrued liabilities         (1,742,046 )     3,057,293  
Tax payables         (21,269 )     (2,874 )
Cash flow generated from operation         (967,167 )     (1,402,260 )
                     
Net cash generated from operating activities         (967,167 )     (1,402,260 )
                     
Cash used for investing activities                    
Purchase of intangible asset         -       (2,497 )
Acquisition of subsidiary, net of cash acquired         -       5,631,193  
Net cash generated from investing activities         -       5,628,696  
                     
Cash flow from financing activities                    
Capital contribution from shareholders         -       75  
Net cash generated from financing activities         -       75  
                     
Foreign exchange         21,282       51,669  
                     
Net increase/(decrease) in cash         (945,885 )     4,278,180  
Cash and Cash Equivalent at beginning of the period         5,559,276       -  
Cash and Cash Equivalent at end of the period         4,613,391       4,278,180  

 

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 Nine Months Ended September 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 Nine Months Ended September 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 Nine Months Ended September 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 Nine Months Ended September 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 Nine Months Ended September 30, 2025

(Expressed In United States Dollars)

 

3. Revenue

 

Revenues consist of the following items:

 

   

Three Months Ended

September 30,

   

Nine-Month Ended

September 30,

   

May 10, 2024 –

September 30,

 
   

2025

$

   

2024

$

   

2025

$

   

2024

$

 
                         
Advertisement publishing service     16,809,167       19,795,328       45,663,560       19,795,328  

 

4. Expense by nature

 

   

Three Months Ended

September 30,

   

Nine-Month Ended

September 30,

   

May 10, 2024 –

September 30,

 
   

2025

$

   

2024

$

   

2025

$

   

2024

$

 
                         
Advertisement publishing cost     8,751,719       11,058,066       30,143,367       11,058,066  
Software technology cost     7,006,941       7,485,690       14,877,247       7,485,690  
Other service cost     102,524       97,404       320,489       97,404  
Cost of providing services     15,861,184       18,641,160       45,341,103       18,641,160  
                                 
Staff cost     122,116       96,443       295,208       96,443  
Office expense     12,657       13,633       105,485       13,633  
Others     78,794       80,751       246,863       80,751  
General and administrative expenses     213,567       190,827       647,556       190,827  

 

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     28       28  
At September 30, 2025     2,463       2,463  
                 
Accumulated depreciation                
At January 1, 2025     925       925  
Exchange difference     18       18  
Amortization     846       846  
At September 30, 2025     1,789       1,789  
                 
Carrying amount                
At January 1, 2025     1,510       1,510  
At September 30, 2025     674       647  

 

10

 

Core Gaming, Inc. And Its Subsidiary

Notes to The Consolidated Financial Statements

For The Nine Months Ended September 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 & September 30, 2025     1,000,000       100       2,569,466  

 

7. Investment in subsidiary

 

   

September 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

   

Cost of investment

   

Percentage

of equity

held by the

Parent

   

Percentage

of equity

held by the

Group

 

incorporation)

  Principal activities   09.30.2025     09.30.2025     09.30.2025  
        $     %     %  
Newbyera Technology Limited (Hong Kong)   Mobile game developing and publishing     2,569,491       100       100  

 

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 Transferred  

Amount

$

 
250,000 shares of common stock issued     2,569,491  

 

No cash consideration was paid, and there were no contingent consideration arrangements.

 

11

 

Core Gaming, Inc. And Its Subsidiary

Notes to The Consolidated Financial Statements

For The Nine Months Ended September 30, 2025

(Expressed In United States Dollars)

 

(b) Identifiable assets acquired and liabilities assumed

 

   

At fair value

$

 
Prepayments     2,809,547  
Other receivables     6,328,511  
Accounts receivable     12,383,166  
Cash and cash equivalents     5,631,193  
Total assets     27,152,417  
         
Account and other payables     24,560,337  
Taxes Payable     22,589  
Total liabilities     24,582,926  
         
Total identifiable net assets     2,569,491  
Goodwill     -  
Consideration transferred     2,569,491  

 

(c) Effect on cash flows of the Group

 

    $  
Cash paid     -  
Add: Cash and bank balances in subsidiary acquired     5,631,193  
Cash inflow from the acquisition     5,631,193  

 

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.

 

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.

 

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

 

Core Gaming, Inc. And Its Subsidiary

Notes to The Consolidated Financial Statements

For The Nine Months Ended September 30, 2025

(Expressed In United States Dollars)

 

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

 

          Past Due        
    Current     Within 30 days     30 to 120 days     More 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 loss

allowance

 
    $  
Balance as at January 1, 2025     491,245  
Changes in credit risk     237,008  
Write-off     (348,124 )
Balance as at September 30, 2025     380,129  

 

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.

 

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     4,613,391       -       -       4,613,391  
Other receivables     1,172,166       -       -       1,172,166  
Trade receivables     9,545,363       -       -       9,545,363  
As at September 30, 2025     15,330,920       -       -       15,330,920  
                                 
Financial liabilities                                
Trade and other payables     15,672,003               -       15,672,003  
As at September 30, 2025     15,672,003       -       -       15,672,003  
                                 
Net undiscounted financial liabilities as at September 30, 2025     341,083       -       -       341,083  

 

13

 

Core Gaming, Inc. And Its Subsidiary

Notes to The Consolidated Financial Statements

For The Nine Months Ended September 30, 2025

(Expressed In United States Dollars)

 

   

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.

 

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 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.

 

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 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 nine month period ended 30 September 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 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.

 

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

AS OF SEPTEMBER 30, 2025

 

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

Core Holdings

(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  

 

 

 

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF LOSS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025

 

   

Core Gaming

(Historical)

    Siyata Mobile
(Historical)
    Transaction accounting adjustments     Notes  

Core Holdings

(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 )

 

 

 

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 Holdings

(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 )

 

 

 

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 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.

 

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

 

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 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.