Core AI Holdings (CHAI) Registration filing summary

Company overview and business model

• Develops and sells rugged Push-to-Talk over Cellular (PoC) handsets and accessories for first responders and enterprise workers, with a focus on replacing legacy Land Mobile Radios (LMR).

• Offers in-vehicle communication devices, cellular boosters, and mobile DVR solutions, targeting public safety, utilities, transportation, and other sectors.

• Products are distributed through major wireless carriers in North America and internationally, including AT&T, Verizon, T-Mobile, Bell Mobility, Telstra, and KPN.

• Holds exclusive licensing agreements for Uniden® cellular boosters in the U.S. and Canada, and leverages partnerships for technology and distribution.

• Addresses a North American market opportunity estimated at over $19 billion, targeting approximately 47 million enterprise and public sector workers.

Financial performance and metrics

• Reported revenue of $8.2 million for the year ended December 31, 2023, with a net loss of $12.9 million.

• As of March 31, 2024, cash and cash equivalents were $585,559, with total assets of $14.3 million and total liabilities of $6.9 million.

• Accumulated deficit as of March 31, 2024 was $93.5 million.

• Auditor included a going concern explanatory paragraph, expressing substantial doubt about the ability to continue as a going concern for the next twelve months.

• Material weaknesses in internal controls over financial reporting have been identified and are being remediated.

Use of proceeds and capital allocation

• Net proceeds from the offering (up to $9.3 million if fully subscribed) will be used for general corporate purposes, payments to a third-party marketing agency (IR Agency), and a potential minority investment in Canadian Towers & Fiber Optics Inc.

• Management retains broad discretion over the allocation of proceeds.