Core AI Holdings Inc. (NASDAQ: CHAI) announced it has entered into a securities purchase agreement with an institutional investor for approximately $5.4 million before deducting commissions and expenses.

The Miami-based AI infrastructure company will sell 1,969,444 common shares and 3,975,000 pre-funded warrants. The company plans to use proceeds for advancing AI technology and infrastructure initiatives, along with general working capital purposes.

The offering is expected to close on or about June 11, 2026, subject to customary closing conditions. D. Boral Capital LLC serves as the exclusive placement agent.

The offering is being conducted under a shelf registration statement on Form F-3 that was declared effective by the Securities and Exchange Commission on November 21, 2025.

Core AI Holdings describes itself as a global AI technology and infrastructure company that identifies, develops and scales AI-driven businesses. The company operates an AI-driven mobile game development and publishing business through its subsidiary Core Gaming.