{"url_path":"/sec/chai/10-k/2026/item-4","section_key":"item-4","section_title":"Item 4 INFORMATION ON THE COMPANY**","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-05-15","source_url":"https://www.sec.gov/Archives/edgar/data/1649009/0001493152-26-023908-index.html","accession_number":"0001493152-26-023908","cik":"0001649009","ticker":"CHAI","issuer_name":"Core AI Holdings, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1649009/0001493152-26-023908-index.html","primary_entity_key":"0001649009","primary_entity_name":"Core AI Holdings, Inc."},"word_count":5372,"has_tables":true,"body_markdown":"**ITEM\n4. INFORMATION ON THE COMPANY**\n\n \n\n**A.**\n**History\nand Development of the Company.**\n\n \n\n**Corporate\nHistory**\n\n \n\nThe\nCompany was organized as a corporation under the laws of British Columbia, Canada, and maintains its registered and records office at\n7404 King George Blvd., Suite 200, King’s Cross, Surrey, British Columbia V3W 1N6, Canada. The Company’s principal place\nof business is located at 25 SE 2nd Ave, Ste 550, Miami, FL 33131 and its telephone number is (514) 500-1181.\n\n \n\nOur\nwebsite is located on the internet at www.coregaming.co. The information contained on our website does not constitute part of\nthis Annual Report. The SEC also maintains an Internet website that contains reports, proxy and information statements, and other information\nregarding issuers that file electronically with the SEC. Our filings with the SEC are also available to the public through the SEC’s\nwebsite at www.sec.gov.\n\n \n\nThe\nCompany was incorporated on October 15, 1986 as Big Rock Gold Ltd. as a corporation under the Company Act of British Columbia. On April\n5, 1988, the Company changed its name to International Cruiseshipcenters Corp. On June 24, 1991, the Company changed its name to Riley\nResources Ltd. Effective January 23, 1998, the Company consolidated its share capital on an eight-to-one basis and changed its name to\nInternational Riley Resources Ltd. Effective November 22, 2001, the Company consolidated its share capital on a five-to-one basis and\nchanged its name to Wind River Resources Ltd. On January 3, 2008, the Company changed its name to Teslin River Resources Corp.\n\n \n\nOn\nJuly 24, 2015, Teslin River Resources Corp, completed a reverse acquisition by way of a three-cornered amalgamation, pursuant to which\nthe Company acquired certain telecom operations of an Israel-based cellular technology company and changed its name to Siyata Mobile\nInc.\n\n \n\nthe\nCompany acquired all of the issued and outstanding shares of Signifi Mobile Inc. (“Signifi”).\n\n \n\nIn\nMarch 2021, the Company acquired, through a wholly owned subsidiary formed by Signifi, all the outstanding units of Clear RF LLC.\n\n \n\nThe\nCompany was initially registered with the TSXV under the symbol SIM. Its Common Shares were quoted on the OTCQX tier of the over-the-counter\nmarket maintained by OTC Markets Group, Inc., under the symbol SYATF from May 11, 2017 until September 25, 2020, at which time the Company’s\nCommon Shares were listed only on the Nasdaq Capital Market.\n\n \n\nOn\nOctober 2, 2025, in contemplation of completion of the Merger (as hereinafter defined) the Company filed a Certificate of Change of Name\nwith the Province of British Columbia, Canada, changing the Company’s name from Siyata Mobile Inc. to Core AI Holdings, Inc.\n\n \n\nOn\nOctober 3, 2025 the Company closed the merger (the “Merger”) contemplated by the Amended and Restated Merger Agreement (the\n“A&R Merger Agreement”) by and among the Company, Core Gaming, and Siyata Core Acquisition U.S., Inc., a Delaware corporation\nand wholly-owned subsidiary of the Company (“Merger Sub”), pursuant to which Core Gaming merged with and into Merger Sub,\nwith Core Gaming continuing as the surviving entity and a wholly owned subsidiary of the Company. Pursuant to the terms of the A&R\nMerger Agreement, in exchange for the outstanding shares of Core Gaming’s common stock, the Company issued an aggregate of 67,302,300\nof its common shares, no par value per share, to the former shareholders of Core Gaming. The Company’s Common Shares are now listed\nfor trading on the Nasdaq Capital Market under the trading symbol “CHAI.”\n\n \n\nPursuant\nto the A&R Merger Agreement, at closing of the Merger, the Company’s directors and Chief Executive Officer, Marc Seelenfreund,\nresigned and the Company’s board of directors appointed Aitan Zacharin, as Chief Executive Officer and new directors. Since closing\nof the Merger, the board of directors has consisted of Marc Seelenfreund, Aitan Zacharin, Luisa Ingargiola, Thomas Tarala, and Mordechai\nStenge. Gerald Bernstein has continued to serve as our Chief Financial Officer.\n\n \n\nIn\nconnection with the start of post-Merger trading of the Company’s Common Shares, on October 7, 2025, the Company effectuated the\nOctober 2025 Reverse Split, which implemented a 1 for 4 share consolidation of its authorized share capital, such that every 4 Common\nShares, no par value, in the authorized share capital of the Company were consolidated into 1 Common Share.\n\n \n\nThe\nOctober 2025 Reverse Split was approved by the Company’s board of directors on August 22, 2025 and the Common Shares began trading\non a Reverse Split-adjusted basis, when the market opened on October 7, 2025. The October 2025 Reverse Split was implemented intended\nto allow the Company’s Common Shares to trade at above the $4 minimum price required for issuers initially listing on the Nasdaq\nCapital Market.\n\n \n\n30\n\n \n\n \n\n**Business\nof the Company after the Merger**\n\n** **\n\nFollowing\nthe Merger and through December 31, 2025, the Company pursued two distinct businesses. (i) the historical business of the Company prior\nto the Merger, which was the development and sale of next-generation Push-To-Talk over cellular handsets and accessories (the “Siyata\nBusiness”); and (ii) the business of Core Gaming. which was the development and distribution of mobile applications (the “Core\nGaming Business”).\n\n \n\n*The\nSiyata Business*\n\n* *\n\nPrior\nto the Merger, the Siyata Business was the sole business line of the Company. The Company, through its subsidiaries Siyata\nMobile Israel Ltd., Signifi Mobile Inc., and Siyata PTT Incorporated was a B2B global developer and vendor of next-generation\nPush-To-Talk over Cellular handsets and accessories. Its portfolio of PTT handsets and accessories enables first responders and enterprise\nworkers to instantly communicate over a nationwide cellular network of choice, to increase situational awareness and save lives. Police,\nfire, and ambulance organizations as well as schools, utilities, security companies, hospitals, waste management companies, resorts and\nmany other organizations use Siyata PTT handsets and accessories.\n\n \n\nIn\nsupport of the Company’s Push-to-Talk handsets and accessories, the Company also offered enterprise-grade In-Vehicle solutions\nand Cellular Booster systems enabling our customers to communicate effectively when they are in their vehicles, and even in areas where\nthe cellular signal is weak.\n\n \n\nThe\nCompany sold its products through U.S. cellular carriers, and through international cellular carriers and distributors in Canada, Europe,\nAustralia and the Middle East.\n\n \n\nThe\nCompany’s customer base included cellular network operators and their dealers, as well as commercial vehicle technology distributors\nfor fleets of all sizes in the U.S., Canada, Europe, Australia, the Middle East and other international markets. The Company sold its\nproducts to wireless carriers and distributors who then resell the products to their customers.\n\n \n\n*The\nCore Gaming Business*\n\n* *\n\nAs\nmore fully described below, in its Core Gaming business, the Company creates entertaining games for millions of players worldwide, while\nempowering developers to deliver player-focused games to enthusiasts in over 140 countries. Powered by artificial intelligence (“AI”)\ntools and algorithms, The Company’s Core Gaming Business is focused on the development, distribution, and monetization of casual\ngames, which are delivered as apps for mobile phones, and generate revenue through the display of ads in the games.\n\n** **\n\n**Disposition\nof the Siyata Business**\n\n** **\n\nOn\nDecember 31, 2025, the Company entered into and closed a definitive stock purchase agreement (the “SPA”), between the Company,\nas the seller, and Marc Seelenfreund as the buyer effecting the Company’s divestment of Siyata Mobile Inc. and its subsidiaries\n(the “Divested Assets”). Mr. Seelenfreund was, prior to closing of the Merger on October 3, 2025, the Chief Executive Officer\nand a director of the Company and has continued and remains a director since that time. The board of directors approved the SPA on December\n18, 2025, with the exception of Mr. Seelenfreund, who abstained from the vote. Following the Company’s divestiture of the Divested\nAssets, Mr. Seelenfreund does not hold any employee or executive position with the Company.\n\n \n\nThis\ntransaction became effective immediately and represents a completed strategic action to streamline operations and concentrate capital\nand resources on the Company’s core artificial intelligence initiatives related to the development, distribution, and monetization\nof casual games, which are delivered as apps for mobile phones, and generate revenue through the display of ads in the games. In addition,\nas described below, the Company is seeking to focus on becoming a global AI technology and infrastructure company by expanding its our\nbusiness operations into the development of a next-generation, vertically integrated global network of high-performance computing (“HPC”)\nand artificial intelligence (“AI”) data centers.\n\n \n\nUnder\nthe terms of the SPA, Mr. Seelenfreund paid the Company initial consideration of $100,000 in cash, and Siyata PTT Incorporated, the Company\nthrough which he plans to conduct the Siyata Business will pay earn-out consideration consisting of three separate annual earn-out payments.\nEach earn-out payment will equal the greater of $200,000 or 2% of gross revenue generated by Siyata PTT Incorporated during each applicable\nearn-out period (each calendar year of 2026, 2027, and 2028), as reported in the audited annual financial statements of Siyata PTT Incorporated\nprepared in accordance with IFRS.\n\n \n\n**B.**\n**Business\nOverview**\n\n** **\n\n**Overview**\n\n \n\nCore\nAI is a global AI technology and infrastructure company. Our Core Gaming subsidiary, is an AI driven mobile gaming developer and publisher.\nAs part of our strategic plan to diversify into other areas of AI technology infrastructure, we are seeking to expand our business operations\ninto the development of a next-generation, vertically integrated global network of high-performance computing (“HPC”) and\nartificial intelligence (“AI”) data centers.\n\n \n\nIn\nour Core Gaming business, we create entertaining games for millions of players worldwide, while empowering developers to deliver player-focused\ngames to enthusiasts in over 140 countries. Powered by AI tools and algorithms, Core Gaming is focused on the development, distribution,\nand monetization of casual games, which are delivered as apps for mobile phones, and generates revenue through the display of ads in\nthe games.\n\n \n\nIn\nJune 2024, Core Gaming acquired its operating subsidiary, Newbyera, a Hong Kong limited company, through which we reach over 40 million\nactive users worldwide every month and continue to fuel growth through creativity and innovation. Core Gaming’s apps have over\n600 million downloads.\n\n \n\n31\n\n \n\n \n\nAs\npart of Core AI’s strategic growth plan, we recently began to focus on leveraging Core Gaming’s AI expertise and AI-native\ninfrastructure to enter the expanding market for HPC and AI data centers. We plan to enter this market primarily by entering into joint\nventures and collaborations, where we will seek to combine our AI-native infrastructure and capital markets expertise with the joint\nventure partners experience in identifying, designing, building and operating data centers. During the first quarter of 2026, we have\nentered into three joint venture agreements and one memorandum of understanding for the development of HPC and AI data centers domestically\nand internationally. Upon completion, the data centers will either be operated by the respective joint venture or sold to a third party\nor third parties on a turnkey basis. As these collaborations are in their early stages, no projects have as yet been presented to the\njoint venture for approval, nor has any financing commitment been secured.\n\n \n\nWe\nalso intend to diversify our business by leveraging our AI-expertise to provide additional AI-related services such as AI-powered digital\nmarketing and AI-driven media production.\n\n \n\n**The\nCore Gaming Business**\n\n** **\n\n**Overview**\n\n \n\nCore\nGaming’s mission is to become a leading casual mobile game developer and publisher. Our software, coupled with our deep industry\nknowledge and expertise and our focus on efficiency, has enabled us to rapidly scale a diversified portfolio of mobile games that we\nhave developed and co-developed. To date we have launched more than 2,100 games into the market. We have created proprietary analytical\nsoftware, in the form of our BI platform, that provides deep insight into the effectiveness of various marketing efforts for each title,\nenabling us to focus on those channels that are the most successful in reaching our target audience, in terms of both the distribution\nof games and the serving of ads. We believe that our algorithm-driven approach affords us a competitive advantage that has helped fuel\nour rapid growth.\n\n \n\n**Industry\nand Market Opportunity**\n\n \n\nOver\nthe last 15 years, mobile apps have become a major part of consumers’ lives. Consumers today have access to a diverse range of\nmobile applications, allowing users to seamlessly access entertainment, shopping, healthcare, and other services. The rapid growth of\nmobile gaming, as one category of entertainment apps, has created opportunities for mobile game developers, as well as challenges for\nthem in reaching consumers and monetizing their games in an increasingly crowded marketplace. Most developers lack access to the marketing\nand monetization tools required to stand out among countless competing mobile games. According to Statistica, the mobile gaming industry\nis projected to reach $126 billion in 2025, with a compound annual growth rate (CAGR) of 5.6% from 2025 to 2029, leading to a projected\nmarket value of $157 billion by 2029. Further, according to Statistica, the number of users worldwide is anticipated to reach 2.4\nbillion by 2029. Estimates show that gamers spend in excess of seven hours per week gaming, a figure that continues to grow, according to data published online by You Gov.\n\n \n\nGaming\non mobile devices has seen the greatest growth among the various gaming platforms, such as consoles and computers, largely driven by\naffordability of the devices and availability of content. According to Statistica, mobile gaming has its largest footprint in Southeast\nAsia, where mobile devices have seen substantial proliferation over the last decade, whereas console gaming has its largest footprints\nin North America and Europe, where disposable income is higher than in other regions. Within mobile gaming, the fastest growth has been\namong free-to-play games, where app developers earn revenue from advertising displayed within the game.\n\n \n\n**Competition**\n\n \n\nThe\nmobile gaming industry is extremely competitive globally, with many companies offering products and services similar to ours. The industry\nis highly fragmented and composed of companies ranging from small independent developers with limited resources to very large development\ncompanies with longer operating histories, greater financial, technical and marketing resources, and larger user bases than we have.\nOur primary competitors are other game developers, as well as companies that provide competing services to their customers, in particular,\ngame publishing, including promotional activities. In addition, while the industry is experiencing significant growth, it continues to\nevolve and create new markets, which could lead to additional competition in the future. Successful execution of our strategy depends,\nin part, on our continued ability to attract and retain players in the markets where we are established and to expand the market for\nour games. Our continued success also depends on our ability to maintain our technological edge by continually refining our BI platform\nand offering new capabilities to developers and players.\n\n \n\n32\n\n \n\n \n\n**Competitive\nAdvantages**\n\n \n\nWe\nbelieve that Core Gaming has a number of competitive advantages, first among them our track record of successfully launching and monetizing\nmobile games, which helps us to stand apart from competitors. Contributing to this track record are our high level of expertise in the\nmobile games ecosystem, our extensive relationships with third parties in the mobile game industry, and our proven ability to quickly\nexpand into new markets and offerings. And underlying this success is our proprietary BI platform, with its unique algorithms and AI\ntechnologies that enable us to reach, with exceptional efficiency, a large number of target customers in diverse cultures and geographies\nfor the many games we publish.\n\n \n\nOur\nBI platform is a suite of AI marketing solutions that enables our marketing team to automate, optimize and manage our marketing efforts\nacross different ad platforms and channels to increase the effectiveness of our efforts and the efficiency of our team, resulting in\nhigher levels of monetization with lower levels of expenditure. Our marketing team leverages extensive data collected globally from our\nwide-ranging marketing activities to identify the types of users who are most likely to download and engage with particular types of\ngames. Using the AI tools provided by the platform, the system enables our marketing team to generate content tailored to connect with\nusers in different regions around the world. The team can set targeted returns, and the platform will monitor the data from different\nad platforms to enable the team to run the marketing campaigns efficiently by assessing the campaigns’ effectiveness in real time,\ntweaking the approach automatically, and reaching the stated goals. In sum, AI is integral to our BI platform both in the analysis of\nour marketing campaigns in the generation of thousands of pictures and videos daily for ads, using less labor and producing faster and\nhigher quality results.\n\n \n\nCore\nGaming helps its partners achieve user acquisition, cross-promotion, monetization and scalability. Core Gaming’s teams continue\nto innovate and develop cutting edge technology to keep our customers engaged through increased gamification and interactivity. In 2024,\nCore Gaming began rolling out AI tools that employ state of the art language, image and video models. Core Gaming’s AI-driven content\ngeneration streamlines mobile game production, reducing production time by over 40% compared to standard, non-AI driven production, and\nsignificantly enhances the final product. The technology has been well-received by content creators and influencers, as has been demonstrated\nby thousands of creators sharing AI-generated videos on various social media platforms like TikTok. We work with major mainstream distribution\nchannels, advertising platforms, and data providers.\n\n \n\n**Business\nModel**\n\n \n\nWe\ndevelop, co-develop and publish mobile gaming apps, distribute the games through our highly effective marketing efforts, and generate\nrevenue by serving ads in the games.\n\n \n\nThird-party\ngame developers partner with us because of our expertise in marketing and monetizing apps. The advertisers who work with us seek to target\nthe highly relevant users of apps in our diverse portfolio of apps. We display ads in the games in our portfolio and collect the related\nrevenue, in the form of advertisement publishing fees, from various advertisement platforms, such as Applovin and Google. We serve advertisements\nfrom these platforms by integrating the platforms into our games and earn fees based on various metrics, such as impressions (the number\nof times an ad is displayed), clicks, and user downloads. Where a game was co-developed or was developed entirely by another developer,\nwe share revenue from advertisements served in the game with such other party.\n\n \n\n**Employees**\n\n \n\nThrough\nour operating subsidiary, Newbyera, we have a staff of 42 managing our operations by publishing apps, leveraging our BI platform,\nand coordinating with co-developers, among other things. Seven of these individuals are full time employees and 35 are independent\ncontractors provided by Moremo, the former parent company of Newbyera, to which we pay a fee for those contractors and for the use\nof more than 100 others on an ad hoc basis pursuant to a Labor Service Contract on Dispatch and Employment between Moremo and\nNewbyera. Pursuant to this contract, Moremo provides labor dispatch services to Newbyera with respect to Chinese contract employees\nand in that regard (i) manages such employees’ recruitment, contracts, social insurance, housing provident funds, and payroll\nand (ii) pays the total employment costs (salaries, benefits, management fees) of such contract employees and ensures that the terms\nof their employment complies with local labor laws. The agreement provides that Moremo has the right to collect from Newbyera such\ncontract employees’ compensation and related payments due to government entities and all employment-related fees. The contract\nhad an initial five-year term which ended on April 30, 2026, and was automatically renewed for a new five year period in accordance\nwith its terms.\n\n \n\n33\n\n \n\n \n\nOutsourced\nservice expenses for the year ended December 31, 2025, were ¥1,824,415 ($255,417), compared to ¥1,684,163.56 ($236,483.36) in\n2024. These costs, incurred under our contract with Moremo, primarily consist of essential support functions including financial oversight,\nlegal counsel, human resources management, and technical services. Outsourced rent expense fee for 2025 was ¥917,126 (approximately\n$128,397) in 2025 and an AI Computing Platform Research and Development fee of ¥2,293,287.38 (approximately $321,058.31) was paid\nto Moremo in 2025.\n\n \n\nWe\nrely on our highly skilled, technically trained and creative service providers with desirable skill sets, including game designers, engineers\nand project managers, to develop new technologies and create innovative games. Our goal is to attract and retain highly qualified and\nmotivated providers directly or through Moremo.\n\n* *\n\n**Research\nand Development**\n\n \n\nOur\nresearch and design team has extensive expertise in creating new content and gameplay features, as well as proprietary tools and systems\nto enable the efficient design, development and implementation of new content and features. Continued investment in research and development\nis important to attaining our strategic objectives and meeting the evolving needs of our customers. To maintain our competitive edge,\nwe focus on innovating new technologies, which we apply to new and existing games. We also develop and integrate into our products both\nopen source and internal AI technologies as follows:\n\n \n\n*Text\nand Language Models*\n\n \n\n \n1.\nModel\nTechnology: We use state-of-the-art Transformer-based pre-trained language models (such as GPT-4) and domain-specific fine-tuned\nmodels.\n\n \n\n \n2.\nApplications\nand Features: These models excel at understanding user requirements and generating high-quality, diverse, multilingual content. Capabilities\ninclude creative copywriting, precise multilingual translations, asset ideation, and risk analysis. Our technology supports multilingual\ngeneration with outstanding performance in logical coherence, semantic depth, and stylistic control.\n\n \n\n \n3.\nImpact:\nOur AI-driven content generation streamlines asset production, reducing production time by over 40% and significantly enhancing creative\noutput and efficiency.\n\n \n\n*Voice\nModels*\n\n \n\n \n1.\nModel\nTechnology: Our advanced in-house voice cloning and Text-to-Speech (“TTS”) models accurately replicate human voice characteristics,\nincluding tone, timbre, and emotion. Using high-fidelity voice cloning models like Cosy Voice and SoVits, we can transform any text\ninto speech that matches any individual’s voice.\n\n \n\n \n2.\nApplications\nand Features: We offer personalized voice cloning services that require only minimal voice samples to generate high-quality, natural-sounding\ncloned voices. Our TTS models support multiple languages and voice options, catering to a variety of use cases.\n\n \n\n \n3.\nImpact: Our high-fidelity voice cloning preserves both vocal tone and emotional\nnuances, facilitating multilingual adaptations for film and media projects. For example, our partner LuckyShort utilizes our voice cloning\nand TTS technology for automated multilingual dubbing of short dramas, achieving a 50% boost in content production efficiency while significantly\nreducing labor costs.\n\n \n\n*Image\nModels*\n\n \n\n \n1.\nModel\nTechnology: We utilize Generative Adversarial Networks (GANs) and diffusion-based models (such as Stable Diffusion and Flux) to optimize\nartistic stylization and image generation.\n\n \n\n \n2.\nApplications\nand Features: Our models support various image transformation and generation styles, including artistic style transfer, anime conversion,\nand vintage filters. These models can generate high-resolution, high-quality images and offer customizable AI-generated portraits,\nmemes, and more. Our technology is known for precise style control and attention to detail, supporting user-specific customization.\n\n \n\n34\n\n \n\n \n\n \n3.\nImpact:\nThe generated images achieve a high standard of artistic and visual authenticity, widely used in game design, social media content,\nand advertising. Our models provide users with innovative ways to create visual assets, sparking new creative ideas.\n\n \n\n*Video\nModels*\n\n \n\n \n1.\nModel\nTechnology: Our video generation technology is built on diffusion models optimized for temporal consistency and neural rendering\ntechniques (such as Video Diffusion and Deforum). By integrating cutting-edge models like Vidu and Kling, we enable video style transfer\nand text/image-to-video generation.\n\n \n\n \n2.\nApplications\nand Features: We support transforming video content into animated, stylized versions and generating dynamic video content from text\nor images. Our models address challenges related to temporal consistency and smooth detail transitions, making them ideal for film\nproduction and creative short videos.\n\n \n\n \n3.\nImpact:\nThe generated videos are diverse in style, fluid in motion, and rich in detail. This technology has been well-received by content\ncreators and influencers, with thousands of creators sharing AI-generated videos on platforms like TikTok.\n\n \n\nAdvantages\nof Internal AI Technology:\n\n \n\n \n1.\nHigh-Quality\nand Stable Video/Audio Conversion with User-Friendly Operation:\n\n \n\n \n○\nOur\nAI technology delivers exceptional video conversion results, maintaining high-definition quality throughout the process and ensuring\nsmooth playback across various video types.\n\n \n\n \n○\nCompared\nto other technologies, our AI demonstrates superior stability in sound processing. Whether in noisy environments or handling complex\naudio signals, it can accurately distinguish and restore audio details, ensuring clear and natural sound output.\n\n \n\n \n○\nOur\ndigital human generation technology is extremely easy to use. Users don’t need a technical background or programming knowledge;\nhigh-quality digital human characters can be created with just a few simple steps.\n\n \n\n \n2.\nRobust\nBackend Data Management:\n\n \n\n \n○\nThe\nAI computing resource management platform offers global, multi-cloud resource management capabilities. It dynamically adjusts computing\nresources, scaling up or down as needed, to maximize efficiency and minimize costs. It supports multi-task management and monitors\nreal-time price changes to ensure cost optimization.\n\n \n\n \n○\nThe\nBigP Management Console provides monitoring, analysis, and management functions for AI tasks and user data, enabling businesses to\neffectively oversee AI computing activities.\n\n \n\n \n○\nThe\nBigP Server Platform efficiently processes user-uploaded images, videos, and AI tasks. It optimizes task flows through precise management,\nensuring stability and flexibility in services\n\n \n\nOverall\nAdvantages Compared to Market Products:\n\n \n\n \n1.\n\nHigh\nLevel of Technology Integration:\n\n \n\nFrom\nimage and video processing to voice handling, our solutions cover a wide range of scenarios with comprehensive functionality and\nuser-friendly operation.\n\n \n\n35\n\n \n\n \n\n \n2.\n\nOptimized\nResource Utilization:\n\n \n\nWith\nthe AI computing resource management platform, resources are dynamically allocated and optimized, ensuring strong cost-control capabilities.\n\n \n\n \n3.\nExcellent\nUser Experience:\n\n \n\n \n○\nFor\nConsumer Products: Simple and intuitive interfaces make it easy for everyday users to get started.\n\n \n \n \n\n \n○\nFor\nEnterprise Platforms: Professional and efficient features cater to businesses, with the flexibility to support customized requirements\nfor different enterprises.\n\n \n\n**Compliance\nwith Government Regulation**\n\n \n\nWe\nare subject to various federal, state, and overseas laws and regulations that affect companies conducting business on mobile platforms,\nincluding those relating to the internet, behavioral advertising, mobile apps, content, advertising and marketing activities, sweepstakes\nand giveaways, and anti-corruption (as well as those relating to privacy and data protection if we begin collecting such data in the\nfuture). Additional laws and regulations relating to these areas likely will be passed in the future, and these or existing laws and\nregulations may be interpreted or enforced in new or expanded manners, each of which could result in significant limitations on ways\nwe can communicate with users and operate our business. New and evolving laws and regulations, and changes in their enforcement and interpretation,\nmay require changes to our technologies, software, or business practices, and may significantly increase our compliance costs or otherwise\nadversely affect our business and results of operations. As our business expands in scale and our operations expand into additional jurisdictions,\nour compliance requirements and costs may increase and we may be subject to increased regulatory scrutiny.\n\n \n\n**Data Center Business**\n\n** **\n\n**Overview**\n\n \n\nAs part of Core AI’s strategic growth plan,\nwe recently began to focus on leveraging Core Gaming’s AI expertise and AI-native infrastructure to enter the expanding market for\nHPC and AI data centers. Our goal is to develop a network of a next-generation, vertically integrated global network of HPC and AI data\ncenters. The data center market refers to the industry dedicated to designing, building, and managing data centers, essential for storing,\nprocessing, and managing vast amounts of digital information, including for AI and ML applications. These centers house servers, networking\nequipment, power and cooling and storage systems, ensuring seamless and secure data operation.\n\n \n\nWe intend to primarily rely on joint ventures and\nsimilar collaborations with third parties to identify and potential development sites, and design, build and operate HPC and AI data centers\ndomestically and internationally. In these joint ventures and collaborations, we will seek to combine Core Gaming’s AI expertise\nand AI-native infrastructure and our capital markets expertise with the experience of our joint venture partners in identifying development\nsites and designing, building and operating data centers. During the first quarter of 2026, we have entered into three joint venture agreements\nwith Optimus Technology Group, Toto Digital & Technology Solutions, LLC and Allianca Group, Inc. for the development of HPC and AI\ndata centers domestically and internationally in their respective market sectors and a memorandum of understanding with CSPM Resources\nSDN BHD to pursue data center development opportunities in Malaysia. In general, each of these collaborations provide that in each data\ncenter project mutually agreed upon, our partner will be responsible for presenting potential projects and approved projects, with Core\nHoldings using its commercially reasonable best efforts to secure financing for the projects. The collaborations will be 50/50 joint ventures,\nwith our equity interest in the project subject to increase up to 80% depending on the amount of financing capital we are able to secure\nand contribute to the project. Upon completion, we expect that the data centers will either be operated by the respective joint venture\nor sold to a third party or third parties on a turnkey basis. As these collaborations are in their early stages, no projects have as yet\nbeen presented to the respective joint ventures for approval, not has any financing commitment been secured. Accordingly, there can be\nno assurance that our joint venture arrangements will lead to the successful development of any domestic or international data centers\nor that the Company will be successful in implementing its business plan.\n\n \n\nWe also intend to diversify our business by leveraging\nour AI-expertise to provide additional AI-related services such as AI-powered digital marketing and AI-driven media production.\n\n \n\n**Industry and Market Opportunity**\n\n** **\n\nThe data center market refers to the industry dedicated\nto designing, building, and managing data centers, essential for storing, processing, and managing vast amounts of digital information,\nincluding for AI and ML applications. These centers house servers, networking equipment, power and cooling and storage systems, ensuring\nseamless and secure data operation.\n\n \n\nAccording to McKinsey & Company, power demand\nfor data centers in the U.S. – driven by the need for digital and AI capabilities – is expected to reach 298 gigawatts by\n2030, up from 60 gigawatts in 2024. McKinsey estimates that data centers will amount to 11.7% of total U.S. power demand in 2030. Based\non our knowledge of the industry, we believe we are leaders in the markets that are critical for these capabilities, and, as a result,\nwe believe we are well positioned to benefit from the growth of this sector.\n\n \n\n36\n\n \n\n \n\nAccording to Prescient and Strategic Intelligence,\nData-Center Market Size and Analysis, Trends, Drivers, Competitive Landscape and Forecast (2024-2030), the global data center market was\nvalued at $342 billion in 2023 and is anticipated to reach $622.4 billion by 2030, expanding at a CAGR of 10.5% during 2024-2030. As of\n2023, the data center services segment, which provides a range of offerings including consulting, maintenance, and management to optimize\nthe performance and reliability of data center infrastructure, represented about 34.2% of the industry. The solutions segment, which refers\nto the technological offerings that fulfill key functions within data center infrastructure, comprised about 65.8% of the industry. The\nsolutions segment represents both hardware and software elements, encompassing servers, storage systems, advanced power systems, infrastructure\nnetworking equipment, and management software.\n\n \n\nThe data center market is propelled by growing demands\nfor HPC computing services, big data analytics, and digital transformation. According to McKinsey & Company, by 2030, 70% of data\ncenters expected to be developed will be for advanced AI, and 92% of companies plan to increase AI investments across the board. Key contributors\nto this dynamic landscape are technology firms, real estate developers, and service providers. Together, they play a vital role in the\nongoing evolution of data center infrastructure, adapting to meet the expanding requirements of the digital era and ensuring the seamless\noperation of critical digital services across various industries.\n\n \n\nThe Company believes that the AI expertise and AI\nnative infrastructure gives it a competitive advantage in entering the data center market. However, notwithstanding the foregoing, the\ndata center industry is very competitive, highly capital intensive and dependent in large part on the ability of the operator of the data\ncenter to purchase large quantities of the electric power needed to operate the data center on commercially reasonable terms. There can\nbe no assurance that the Company can meet these challenges and implement its planned HPC and AI data center business.\n\n \n\n**C.**\n**Organizational\nStructure**\n\n \n\nOur\nsubsidiaries as of December 31, 2025 are as follows:\n\n \n\n**Name\nof Subsidiary**\n** **\n**Principal\nActivities**\n** **\n**Place\nof Incorporation**\n** **\n**Ownership**\n** **\n\nCore\nGaming Inc.\n \nHolding Company\n \nDelaware\n \n \n100\n%\n\nNewbyera\nTechnology Limited\n \n\nGaming and\nAI\nOperations\n \nHong\nKong\n \n \n100\n%\n\n \n\n**D.**\n**Property,\nPlant and Equipment**\n\n \n\nOur existing facilities, which are provided by Moremo as described above, are adequate to meet current requirements and that suitable additional or substitute space will\nbe available as needed to accommodate any further physical expansion of operations and for any additional offices."}