Core AI prices $5.4M registered direct offering
Core AI Holdings, Inc. has entered into a securities purchase agreement with a new fundamental institutional investor to raise approximately $5.4 million through a registered direct offering. The transaction involves the sale of 1,969,444 common shares and 3,975,000 pre-funded warrants. D. Boral Capital LLC is acting as the exclusive placement agent. The offering is being made pursuant to a shelf Registration Statement on Form F-3 (File No. 333-291487) declared effective by the SEC on November 21, 2025. The company plans to use the proceeds for AI technology and infrastructure initiatives and general working capital purposes.
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Core AI Holdings, Inc. has priced a registered direct offering with a new fundamental institutional investor to raise approximately $5.4 million. The transaction involves the sale of 1,969,444 common shares and 3,975,000 pre-funded warrants. The company intends to use the net proceeds to advance its AI technology and infrastructure initiatives, as well as for general working capital purposes.
The closing of the offering is anticipated to occur on or about June 11, 2026, subject to the satisfaction of customary closing conditions. D. Boral Capital LLC is acting as the exclusive placement agent for the offering. The aggregate price of approximately $5.4 million is stated before the deduction of commissions and offering expenses.
Offering Details
The registered direct offering consists of two primary components: common shares and pre-funded warrants. The table below outlines the specific securities involved in the transaction.
| Security Type | Quantity |
|---|---|
| Common Shares | 1,969,444 |
| Pre-Funded Warrants | 3,975,000 |
The offering is being made pursuant to a shelf Registration Statement on Form F-3 (File No. 333-291487) filed with the Securities and Exchange Commission (SEC) and declared effective by the SEC on November 21, 2025. A final prospectus supplement and accompanying prospectus relating to the offering will be filed with the SEC.
Core AI Holdings, Inc. operates as a global AI infrastructure and technology platform. Through its subsidiary, Core Gaming, the company operates an AI-driven mobile game development and publishing business. The capital raised is expected to bolster the company's financial position as it continues to develop its technological capabilities.
How will the new capital allocation specifically accelerate Core AI's infrastructure roadmap over the next 12 months?
What strategic value will the new fundamental institutional investor bring beyond the $5.4 million in funding?
How does the company plan to balance dilution from the common shares and warrants with future equity needs?
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