UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 12b-25

 

NOTIFICATION OF LATE FILING

 

(Check one):	☐ Form 10-K	☒ Form 20-F	☐ Form 11-K
	☐ Form 10-Q	☐ Form 10-D	☐ Form N-CEN	☐ Form N-CSR

 

For Period Ended: December 31, 2025

 

☐

Transition Report on Form 10-K

 

☐

Transition Report on Form 20-F

 

☐

Transition Report on Form 11-K

 

☐

Transition Report on Form 10-Q

 

For the Transition Period Ended: __________________________________________________

 

 

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

 

 

PART I — REGISTRANT INFORMATION

 

Core AI Holdings, Inc.

Full Name of Registrant

 

Former Name if Applicable

 

25 SE 2^nd Avenue, Ste 550

Address of Principal Executive Office (Street and Number)

 

Miami, FL 33131

City, State and Zip Code

 

SEC 1344 (06-19)

Potential persons who are to respond to the collection of information contained in this Form are not required to respond unless the Form displays a currently valid OMB control number.

 

 

 

PART II — RULES 12b-25(b) AND (c)

 

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

 

(a)

The reason described in reasonable detail in Part III of this Form could not be eliminated without unreasonable effort or expense;

(b)

The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on

☒

or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and

(c)

The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

 

PART III — NARRATIVE

 

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

 

As a result of the Registrant’s October 3, 2025 acquisition of Core Gaming, Inc. and the subsequent disposition of its legacy business of Siyata Mobile, Inc. on December 31, 2025, the Registrant requires additional time to complete the audit of its consolidated financial statements for the year ended December 31, 2025 to be included in the Registrant’s Annual Report on Form 20-F for the year ended December 31, 2025 (the “Report”). The Registrant will file the Report by the fifteenth calendar day following the required filing date, as prescribed in Rule 12b-25.

 

PART IV — OTHER INFORMATION

 

(1)	Name and telephone number of person to contact in regard to this notification

 

Aitan Zacharin		(954)		514-500-1181
(Name)		(Area Code)		(Telephone Number)

 

(2)

Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). ☒ Yes ☐ No

 

(3)	Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?

 

☐

Yes ☒ No

 

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

 

Core AI Holdings, Inc.

(Name of Registrant as Specified in Charter)

 

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date	April 30, 2026		By	/s/ Aitan Zacharin
				Aitan Zacharin
				Chief Executive Officer

 

 

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