Core AI Holdings Inc美股招股说明书(2026-08-11版)

Up to $3,539,021 Common Shares We have entered into an At The Market Issuance Sales Agreement (the “Sales Agreement”), with D. Boral Capital LLC (“D Boral”), relating to ourcommon shares, no par value per share (the “Common Shares”) offered by this prospectus supplement and the accompanying prospectus. Inaccordance with the terms of the Sales Agreement, we may offer and sell our Common Shares, having an aggregate offering price of up to$3,539,021 from time to time through D Boral acting as our sales agent. The offering of our Common Shares pursuant to the Sales Agreement willterminate upon the earlier of (i) the sale of all of our Common Shares provided for in this prospectus supplement, and (ii) the termination of the SalesAgreement by written notice of us or D Boral. Our Common Shares are listed on the Nasdaq Capital Market under the trading symbol “CHAI.” On August 10, 2026, the closing sales price for ourCommon Shares was $0.33 per share. Sales of our Common Shares, if any, under this prospectus supplement and the accompanying prospectus will be made in sales deemed to be an “atthe market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended (the “Securities Act”). If we and D Boralagree on any method of distribution other than sales of our Common Shares on or through Nasdaq or another existing trading market in the UnitedStates at market prices, we will file a further prospectus supplement providing all information about such offering as required by Rule 424(b) underthe Securities Act. D Boral will act as a sales agent and will use commercially reasonable efforts to sell on our behalf all of the Common Sharesrequested to be sold by us, consistent with its normal trading and sales practices, on mutually agreed terms between D Boral and us. There is noarrangement for funds to be received in any escrow, trust or similar arrangement. D Boral will be entitled to compensation at a fixed commission rate of 2.0% of the gross sales price of the Common Shares issued and sold by theCompany through D Boral. See “Plan of Distribution” for additional information regarding compensation to be paid to D Boral. In connection withthe sale of the Common Shares on our behalf, D Boral will be deemed to be an “underwriter” within the meaning of the Securities Act and thecompensation of D Boral will be deemed to be underwriting commissions or discounts. We have also agreed to provide indemnification andcontribution to D Boral with respect to certain liabilities, including liabilities under the Securities Act and the Securities Exchange Act of 1934, asamended (the “Exchange Act”). Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties described under the heading“Risk Factors” on page S-7 of this prospectus supplement, page 5 of the accompanying prospectus and under similar headings in the otherdocuments that are incorporated by reference in this prospectus supplement and the accompanying prospectus before purchasing any of thesecurities offered by this prospectus supplement. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities ordetermined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. D. Boral Capital LLC The date of this prospectus supplement is August 11, 2026 TABLE OF CONTENTS PageABOUT THIS PROSPECTUS SUPPLEMENTS-1PROSPECTUS SUPPLEMENT SUMMARYS-2THE OFFERINGS-6RISK FACTORSS-7CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSS-9USE OF PROCEEDSS-10DIVIDEND POLICYS-10PLAN OF DISTRIBUTIONS-11LEGAL MATTERSS-13EXPERTSS-13WHERE YOU CAN FIND MORE INFORMATIONS-13INFORMATION INCORPORATED BY REFERENCES-14 PageABOUT THIS PROSPECTUSiiCAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTSiiiBUSINESS1THE OFFERING4RISK FACTORS5USE OF PROCEEDS6DIVIDEND POLICY7PRINCIPAL SHAREHOLDERS8DESCRIPTION OF COMMON SHARES9DESCRIPTION OF PREFERRED SHARES14DESCRIPTION OF WARRANTS16DESCRIPTION OF RIGHTS17DESCRIPTION OF PURCHASE CONTRACTS18DESCRIPTION OF DEBT SECURITIES19DESCRIPTION OF UNITS26SELLING SHAREHOLDERS27PLAN OF DISTRIBUTION28LEGAL MATTERS31EXPERTS31DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION31ENFORCEMENT OF CIVIL LIABILITIES32WHERE YOU CAN FIND MORE INFORMATION33DOCUMENTS INCORPORATED BY REFERENCE34 ABOUT THIS PROSPECTUS SUPPLEMENT This document is part of a “shelf” registration statement on Form F-3 (File No. 333-291487) that we filed with the Securities and ExchangeCommission (the “SEC”), and is in two parts. The first part is this prospectus supplement, which describes the specific terms of the offering of ourCommon Shares and also adds to and updates information contained in the accompanying prospectus and the documents incorporated by referenceherein and therein. The second part, the accompanying prospectus, provides more general information. Generally, when we refer to this pros