Core AI Holdings, Inc.

Core AI Holdings, Inc. (formerly Siyata Mobile Inc.) operates as a global AI technology and infrastructure company, with its Core Gaming subsidiary focused on AI-driven mobile gaming development and publishing. The company's business model for Core Gaming involves creating and co-developing casual mobile games, distributing them through marketing efforts, and generating revenue primarily from in-game advertisements. Core AI is also strategically expanding into the high-performance computing (HPC) and AI data center market, aiming to develop a vertically integrated global network of such centers, primarily through joint ventures and collaborations. The company's revenue is derived entirely from advertisement publishing fees from various platforms like Applovin and Google, with fees based on metrics such as impressions, clicks, and user downloads. For co-developed or third-party developed games, revenue from advertisements is shared with the other parties.

The Core Gaming business leverages proprietary analytical software, referred to as its Business Intelligence (BI) platform, which utilizes unique algorithms and AI technologies to automate, optimize, and manage marketing efforts across different ad platforms and channels. This platform enables the marketing team to identify target users, generate tailored content, and efficiently run marketing campaigns by assessing effectiveness in real-time. The company's AI tools also streamline mobile game production, reducing production time by over 40% ¹ compared to standard non-AI driven methods. Core Gaming's apps have accumulated over 870 million downloads ² and reach over 40 million active users worldwide every month ³.

For the fiscal year ended December 31, 2025, Core AI Holdings, Inc. reported total revenue of $55,239,839 ⁴, an increase of $20,410,463 ⁵ or 58.6% ⁶ from $34,829,376 ⁷ in the prior year. The cost of providing services increased by $22,200,646 ⁸ or 66.58% ⁹ to $55,542,501 ¹⁰ in 2025, up from $33,341,855 ¹¹ in 2024. This led to a gross loss of $(302,662) ¹² in 2025, a significant decline from the gross profit of $1,487,521 ¹³ in 2024. The operating loss for 2025 was $(7,117,460) ¹⁴, an increase of 1828.06% ¹⁵ from the operating loss of $(369,152) ¹⁶ in 2024. The net loss and comprehensive loss from continuing operations for 2025 was $(7,185,202) ¹⁷, compared to $(372,320) ¹⁸ in 2024. Diluted EPS from continuing operations was $(0.31) ¹⁹ in 2025, compared to $(0.02) ²⁰ in 2024.

The company's cash and cash equivalents as of December 31, 2025, stood at $1,931,174 ²¹, a decrease from $5,559,276 ²² at December 31, 2024. Total assets were $13,405,344 ²³ in 2025, down from $19,615,912 ²⁴ in 2024. Total liabilities were $10,303,685 ²⁵ in 2025, compared to $17,435,318 ²⁶ in 2024. The accumulated deficit as of December 31, 2025, was $31,963,651 ²⁷. Net cash used in operating activities from continuing operations was $(3,642,455) ²⁸ in 2025, compared to $(52,905) ²⁹ in 2024.

A significant operational development during the period was the merger with Core Gaming, Inc. on October 3, 2025, which resulted in Core Gaming becoming a wholly-owned subsidiary and the company changing its name to Core AI Holdings, Inc. In connection with the merger, the company issued 16,825,577 ³⁰ common shares to the former shareholders of Core Gaming and effected a 1-for-4 reverse stock split on October 7, 2025. Additionally, on December 31, 2025, the company divested its historical Siyata Mobile Inc. business (Siyata Business) to Marc Seelenfreund, a director, for an initial cash consideration of $100,000 ³¹ and earn-out payments. This divestment represents a strategic shift to concentrate capital and resources on AI initiatives related to casual games and the development of HPC and AI data centers.

Core AI Holdings, Inc. is strategically focused on transforming into a global AI technology and infrastructure company, expanding its business operations into the development of a next-generation, vertically integrated global network of high-performance computing (HPC) and artificial intelligence (AI) data centers. This expansion leverages Core Gaming's existing AI expertise and AI-native infrastructure. The company plans to primarily utilize joint ventures and collaborations with third parties to identify potential development sites, and to design, build, and operate these data centers both domestically and internationally. During the first quarter of 2026, Core AI has already entered into three joint venture agreements with Optimus Technology Group, Toto Digital & Technology Solutions, LLC, and Allianca Group, Inc. for data center development in their respective market sectors, and a memorandum of understanding with CSPM Resources SDN BHD to explore opportunities in Malaysia. These collaborations are structured as 50/50 joint ventures, with Core AI's equity interest potentially increasing up to 80% ³² based on its financing contribution. Upon completion, these data centers are expected to be either operated by the joint venture or sold on a turnkey basis.

The company also intends to diversify its business by providing additional AI-related services, such as AI-powered digital marketing and AI-driven media production, further leveraging its AI expertise. The mobile gaming industry, where Core Gaming operates, is projected to reach $126 billion ³³ in 2025, with a compound annual growth rate (CAGR) of 5.6% ³⁴ from 2025 to 2029, leading to a projected market value of $157 billion ³⁵ by 2029. The number of users worldwide is anticipated to reach 2.4 billion ³⁶ by 2029. The data center market, another area of focus, was valued at $342 billion ³⁷ in 2023 and is expected to reach $622.4 billion ³⁸ by 2030, growing at a CAGR of 10.5% ³⁹ during 2024-2030. McKinsey & Company estimates that power demand for data centers in the U.S. will reach 298 gigawatts ⁴⁰ by 2030, up from 60 gigawatts ⁴¹ in 2024, accounting for 11.7% ⁴² of total U.S. power demand in 2030.

Operationally, the company's research and development efforts are focused on innovating new technologies and applying them to new and existing games. This includes the development and integration of both open-source and internal AI technologies such as Transformer-based pre-trained language models (e.g., GPT-4), advanced in-house voice cloning and Text-to-Speech (TTS) models (e.g., Cosy Voice and SoVits), Generative Adversarial Networks (GANs), and diffusion-based image models (e.g., Stable Diffusion and Flux), and video generation technology built on diffusion models (e.g., Video Diffusion and Deforum, Vidu and Kling). These AI tools are stated to streamline asset production, reducing production time by over 40% ⁴³ and enhancing creative output and efficiency. For example, voice cloning and TTS technology has boosted content production efficiency by 50% ⁴⁴ for a partner.

The company anticipates incurring higher operating expenses in the future as it implements initiatives to increase revenue, including developing technologies, launching apps, strategic acquisitions and partnerships, client and user acquisition spending, international expansion, and hiring employees or entering into additional contractor arrangements. The costs of acquiring new clients and mobile app users, and marketing offerings, are expected to continue to rise.

Planned capital allocation includes continued substantial investments to fund business growth. The company may need to engage in additional equity or debt financing to provide funds for these endeavors, including developing new features, enhancing solutions, improving operating infrastructure, or acquiring complementary businesses and technologies. As of December 31, 2025, the company had cash and cash equivalents of $1,931,174 ⁴⁵. The company's stock option plan allows for the issuance of stock options and restricted share units (RSUs) up to 15% ⁴⁶ of the total issued and outstanding common shares on a fully-diluted basis. In connection with the merger on October 3, 2025, the company issued pre-funded common stock purchase options with an aggregate value of $5,600,000 ⁴⁷ to BSD Capital Ltd, with an exercise price of $0.0001 ⁴⁸ per share and a seven-year term expiring on October 3, 2032 ⁴⁹.

The company explicitly flagged several structural headwinds and execution risks. These include the early stages of its data center collaborations, with no projects yet approved or financing commitments secured, and the capital-intensive nature of designing, building, and operating HPC and AI data centers, requiring significant financing that may not be available on commercially reasonable terms. The success of data center projects is also dependent on purchasing significant quantities of electric power on commercially reasonable terms. Rapid changes in customer requirements, technology standards, and infrastructure design in the HPC and AI markets may increase costs, delay development, or reduce competitiveness. The company may also face challenges in procuring, installing, or integrating specialized equipment due to long lead times, limited suppliers, or supply chain disruptions. Tariffs, trade restrictions, import duties, export controls, and other changes in trade policy may increase capital costs and disrupt the supply chain. A decline in demand or an oversupply of HPC and AI data center capacity could adversely affect the business.

Core AI Holdings, Inc. faces substantial risks, including a history of operating losses and an accumulated deficit of $31,963,651 ⁵⁰ as of December 31, 2025, leading to a "going concern" explanatory paragraph in its financial statements, indicating substantial doubt about its ability to continue as an ongoing business for the next twelve months. The mobile app industry is intensely competitive, with rapid technological change, and the company's success depends on attracting and retaining users, which can be difficult and expensive, potentially impacting margins and profit. Security breaches, cyberattacks, and improper access to or disclosure of data pose significant threats to reputation and operations. The company is highly dependent on Moremo Network Limited, a PRC company, for labor and back-office operations, and any disruption to these outsourced services could materially affect its business. Furthermore, the planned AI data center business has no operating history, is capital intensive, and relies heavily on joint ventures and securing significant quantities of electric power on commercially reasonable terms, with no assurance of success or financing. Regulatory risks include evolving laws concerning privacy, data protection, consumer protection, and the development and use of AI, which could lead to increased compliance costs, litigation, or liability. International operations expose the company to geopolitical conditions, such as the Iran war and Russia-Ukraine conflict, and economic instability, as well as risks related to the Chinese government's oversight of Hong Kong-based operations, including the Hong Kong National Security Law.

Management's message to shareholders emphasizes a strategic transformation of Core AI Holdings, Inc. into a global AI technology and infrastructure company, leveraging the AI expertise and AI-native infrastructure of its Core Gaming subsidiary. The company's primary strategic priorities include expanding its business operations into the development of a next-generation, vertically integrated global network of high-performance computing (HPC) and artificial intelligence (AI) data centers, primarily through joint ventures and collaborations. A second key priority is to diversify the business by providing additional AI-related services, such as AI-powered digital marketing and AI-driven media production. The third strategic priority is to continue to innovate and enhance its Core Gaming business by developing new technologies and features for its mobile applications, with a focus on improving user experience and monetization. Management acknowledges the need for substantial investments to fund business growth and the potential requirement for additional equity or debt financing to support these endeavors.