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1、2025/5/21 15:00sec.gov/Archives/edgar/data/1649009/000121390025046029/ea0242872-f1_siyata.htmhttps:/www.sec.gov/Archives/edgar/data/1649009/000121390025046029/ea0242872-f1_siyata.htm1/65F-1 1 ea0242872-f1_siyata.htm REGISTRATION STATEMENTAs filed with the Securities and Exchange Commission on May 20

2、,2025Registration No.333-UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON,D.C.20549 FORM F-1REGISTRATION STATEMENT UNDERTHE SECURITIES ACT OF 1933 SIYATA MOBILE INC.(Exact name of registrant as specified in its charter)British Columbia(Canada)4812 Not Applicable(State or other jurisdiction

3、ofincorporation or organization)(Primary Standard IndustrialClassification Code Number)(I.R.S.EmployerIdentification Number)7404 King George Blvd.,Suite 200,Kings CrossSurrey,British Columbia V3W 1N6,Canada(514)500-1181(Address,including zip code,and telephone number,including area code,of registran

4、ts principal executive offices)Cogency Global Inc.122 East 42nd Street,18th FloorNew York,NY 10168(800)221-0102(Name,address,including zip code,and telephone number,including area code,of agent for service)Copies of all communications,including communications sent to agent for service,should be sent

5、 to:Sichenzia Ross Ference Carmel LLP1185 Avenue of the Americas,31st FloorNew York,NY 10036(212)930-9700 Copies to:Ross David Carmel,Esq.Thiago Spercel,Esq.Mohit Agrawal,Esq.Sichenzia Ross Ference Carmel LLP1185 Avenue of the Americas,31st FloorNew York,NY 10036Tel:(212)930-9700Fax:(212)930 9725 Ap

6、proximate date of commencement of proposed sale to the public:As soon as practicable after this Registration Statementbecomes effective.If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 underthe Securities Act of 1933,check

7、 the following box.If this Form is filed to register additional securities for an offering pursuant to Rule 462(b)under the Securities Act,please checkthe following box and list the Securities Act registration statement number of the earlier effective registration statement for thesame offering.If t

8、his Form is a post-effective amendment filed pursuant to Rule 462(c)under the Securities Act,check the following box and listthe Securities Act registration statement number of the earlier effective registration statement for the same offering.If this Form is a post-effective amendment filed pursuan

9、t to Rule 462(d)under the Securities Act,check the following box and listthe Securities Act registration statement number of the earlier effective registration statement for the same offering.2025/5/21 15:00sec.gov/Archives/edgar/data/1649009/000121390025046029/ea0242872-f1_siyata.htmhttps:/www.sec.

10、gov/Archives/edgar/data/1649009/000121390025046029/ea0242872-f1_siyata.htm2/65Indicate by check mark whether the registrant is an emerging growth company.Emerging growth company If an emerging growth company that prepares its financial statements in accordance with U.S.GAAP,indicate by check mark if

11、 theregistrant has elected not to use the extended transition period for comply with any new or revised financial accounting standardsprovided pursuant to Section 7(a)(2)(B)of Securities Act.The term“new or revised financial accounting standard”refers to any update issued by the Financial Accounting

12、 StandardsBoard to its Accounting Standards Codification after April 5,2012.The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effectivedate until the registrant shall file a further amendment which specifically states that this registrati

13、on statement shallthereafter become effective in accordance with Section 8(a)of the Securities Act of 1933 or until the registration statementshall become effective on such date as the Commission,acting pursuant to such Section 8(a),may determine.2025/5/21 15:00sec.gov/Archives/edgar/data/1649009/00

14、0121390025046029/ea0242872-f1_siyata.htmhttps:/www.sec.gov/Archives/edgar/data/1649009/000121390025046029/ea0242872-f1_siyata.htm3/65 The information in this prospectus is not complete and may be changed.We may not sell these securities until theregistration statement filed with the U.S.Securities a

15、nd Exchange Commission is effective.This prospectus is not an offer tosell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is notpermitted.PROSPECTUSSUBJECT TO COMPLETIONDATED MAY 20,2025 11,000,000 Common Shares This prospectus

16、relates to resale from time to time by Hudson Global Ventures,LLC,a Nevada limited liability company(“Investor”)of our common shares,no par value(the“Common Shares”),in an offering amount of up to$12,811,735(the“ELOCShares”or“Shares”),out of the total and entire$18,000,000 original facility under th

17、e Prior Registration Statement(as definedbelow),at an assumed average price of$1.164 per share,which would currently represent approximately 11,000,000 CommonShares based on the near closing price of our shares on the Nasdaq Capital Market,LLC,or“Nasdaq”,on May 14,2025 of$1.13per share,that may be i

18、ssued by us to the Investor pursuant to an equity purchase agreement,dated as of January 14,2025,by andbetween us and the Investor(the“ELOC Purchase Agreement”)establishing a committed equity facility(the“Facility”or“EquityLine of Credit”),and accounting for the already issued 3,187,155 Common Share

19、s,resulting to us in the gross proceeds of$5,188,265 under the Prior Registration Statement,that were issued earlier under the same Facility,and registered by us on aregistration statement on Form F-1,initially filed with the Securities and Exchange Commission,or the SEC,on January 21,2025,and decla

20、red effective on January 27,2025(the“Prior Registration Statement”).We are not selling any securities under thisprospectus and will not receive any of the proceeds from the sale of the ELOC Shares by the Investor.However,we may receive upto,but no more than$12,811,735,out of the entire$18,000,000 fa

21、cility,in aggregate gross proceeds from the Investor under theELOC Purchase Agreement in connection with sales of the ELOC Shares to the Investor pursuant to the ELOC PurchaseAgreement after the date of this prospectus.See“Plan of Description”for a description of the ELOC Purchase Agreement and theF

22、acility and“Selling Shareholder”for additional information regarding the Investor.The Investor may offer,sell or distribute all or a portion of the ELOC Shares hereby registered publicly or through privatetransactions at prevailing market prices or at negotiated prices.We will bear all costs,expense

23、s and fees in connection with theregistration of these ELOC Shares,including with regard to compliance with state securities or“blue sky”laws.The timing andamount of any sale are within the sole discretion of the Investor.The Investor is an underwriter under the Securities Act of 1933,asamended(the“

24、Securities Act”)and will pay or assume any discounts,commissions or concessions received by them except as setforth in the ELOC Purchase Agreement.Although the Investor is obligated to purchase our ELOC Shares under the terms of theELOC Purchase Agreement to the extent we choose to sell such ELOC Sh

25、ares to it(subject to certain conditions),there can be noassurances that the Investor will sell any or all of the ELOC Shares purchased under the ELOC Purchase Agreement pursuant tothis prospectus.This prospectus describes the general manner in which the Shares may be offered and sold by the Investo

26、r.If necessary,the specificmanner in which the Shares may be offered and sold will be described in a supplement to this prospectus.Any such prospectussupplement may also add,update or change information in this prospectus.You should carefully read this prospectus and anyapplicable prospectus supplem

27、ent carefully before you invest.For additional information on the methods of sale,you should referto the section entitled“Plan of Distribution”in this prospectus.Given the relative lack of liquidity in our stock,sales of our Common Shares under the registration statement of which thisprospectus is a

28、 part could result in a significant decline in the market price of our securities.Our Common Shares are listed on theNasdaq under the symbol“SYTA.”On May 14,2025,the last reported sale price of our Common Shares on Nasdaq was$1.13 pershare.In addition to our Common Shares,we also have our warrants t

29、hat were issued in connection with our initial public offering(“Prior Warrants”)and are listed on the Nasdaq Capital Market under the symbol“SYTAW”.Investing in our Common Shares involves a high degree of risk.See“Risk Factors”beginning on page 15 of this prospectusand under similar headings in the

30、other documents that are incorporated by reference into this prospectus before making adecision to purchase our securities.We are both an“emerging growth company”and a“foreign private issuer”as defined under the federal securities laws and as such,may elect to comply with reduced public company repo

31、rting requirements.See“Prospectus Summary-Implications of Our Beingan Emerging Growth Company”and“Prospectus Summary-Foreign Private Issuer Status”.2025/5/21 15:00sec.gov/Archives/edgar/data/1649009/000121390025046029/ea0242872-f1_siyata.htmhttps:/www.sec.gov/Archives/edgar/data/1649009/000121390025

32、046029/ea0242872-f1_siyata.htm4/65Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of theseSecurities or determined if this prospectus is truthful or complete.Any representation to the contrary is a criminal offense.The date of this prosp

33、ectus is ,2025 2025/5/21 15:00sec.gov/Archives/edgar/data/1649009/000121390025046029/ea0242872-f1_siyata.htmhttps:/www.sec.gov/Archives/edgar/data/1649009/000121390025046029/ea0242872-f1_siyata.htm5/65 TABLE OF CONTENTS PagePROSPECTUS SUMMARY 1RISK FACTORS 15CAUTIONARY STATEMENT REGARDING FORWARD-LO

34、OKING STATEMENTS 22USE OF PROCEEDS 23DIVIDEND POLICY 24SELLING SHAREHOLDERS 25DESCRIPTION OF SECURITIES 26PLAN OF DISTRIBUTION 37EXPENSES 38LEGAL MATTERS 38EXPERTS 38DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION 38ENFORCEMENT OF CIVIL LIABILITIES 39WHERE YOU CAN FIND MORE INFORMATION 40DOCUME

35、NTS INCORPORATED BY REFERENCE 40 i2025/5/21 15:00sec.gov/Archives/edgar/data/1649009/000121390025046029/ea0242872-f1_siyata.htmhttps:/www.sec.gov/Archives/edgar/data/1649009/000121390025046029/ea0242872-f1_siyata.htm6/65 ABOUT THIS PROSPECTUS We may provide a prospectus supplement or post-effective

36、amendment to the registration statement of which this prospectus formsa part to add information to,or update or change information contained in,this prospectus.Any statement contained in thisprospectus or incorporated by reference herein will be deemed to be modified or superseded for purposes of th

37、is prospectus to theextent that a statement contained in such prospectus supplement or post-effective amendment modifies or supersedes suchstatement.Any statement so modified will be deemed to constitute a part of this prospectus only as so modified,and any statementso superseded will be deemed not

38、to constitute a part of this prospectus.You should read both this prospectus,including anydocuments incorporated by reference,and any applicable prospectus supplement or post-effective amendment to the registrationstatement of which this prospectus forms a part together with the additional informati

39、on to which we refer you in the section of thisprospectus titled“Where You Can Find More Information.”This prospectus contains summaries of certain provisions contained in some of the documents described herein,but reference ismade to the actual documents for complete information.All of the summarie

40、s are qualified in their entirety by the actualdocuments.Copies of some of the documents referred to herein have been filed,will be filed,or will be incorporated by referenceas exhibits to the registration statement of which this prospectus forms a part,and you may obtain copies of those documents a

41、sdescribed below under“Where You Can Find More Information.”Neither the delivery of this prospectus nor any distribution of Common Shares pursuant to this prospectus shall,under anycircumstances,create any implication that there has been no change in the information set forth or incorporated byrefer

42、ence into this prospectus or in our affairs since the date of this prospectus.Our business,financial condition,results ofoperations and prospects may have changed since such date.For investors outside the United States:Unless otherwise indicated,information in this prospectus concerning economiccond

43、itions,our industries and our markets is based on a variety of sources,including information from third-party industry analystsand publications and our own estimates and research.This information involves a number of assumptions,estimates andlimitations.The industry publications,surveys and forecast

44、s and other public information generally indicate or suggest that theirinformation has been obtained from sources believed to be reliable.None of the third-party industry publications used in thisprospectus were prepared on our behalf nor have we taken any steps to independently verify such informat

45、ion.The industries inwhich we operate are subject to a high degree of uncertainty and risk due to a variety of factors,including those described in“RiskFactors”in this prospectus.These and other factors could cause results to differ materially from those expressed in thesepublications.On September 2

46、4,2020,we effected a reverse share split of our issued and outstanding Common Shares on the basis of one(1)Common Share for one hundred and forty-five(145)Common Shares,or the Reverse Split.Unless otherwise indicated,the shareand per share information in this prospectus,reflects the Reverse Split.(“

47、2020 Reverse Split”).On August 9,2023,we effected areverse share split of our issued and outstanding Common Shares on the basis of one(1)Common Share for one hundred(100)Common Shares,or the Reverse Split.Unless otherwise indicated,the share and per share information in this prospectus,reflectsthe R

48、everse Split.(“August 2023 Reverse-Split”).On December 4,2023,we effected a reverse share split of our issued andoutstanding Common Shares on the basis of one(1)Common Share for seven(7)Common Shares,or the Reverse Split.Unlessotherwise indicated,the share and per share information in this prospectu

49、s,reflects the Reverse Split(“December 2023 ReverseSplit”).On August 2,2024,we effected a reverse share split of our issued and outstanding Common Shares on the basis of one(1)Common Share for eighteen(18)Common Shares,or the Reverse Split.Unless otherwise indicated,the share and per shareinformatio

50、n in this prospectus,reflects the Reverse Split(“August 2024 Reverse Split”).On December 27,2024,we effected areverse share split of our issued and outstanding Common Shares on the basis of one(1)Common Share for ten(10)CommonShares,or the Reverse Split.Unless otherwise indicated,the share and per s

51、hare information in this prospectus,reflects the ReverseSplit(“December 2024 Reverse Split”).Unless indicated or the context otherwise requires,all per share amounts and numbers ofCommon Shares in this prospectus supplement have been retrospectively adjusted for these reverse share splits.References

52、 to“U.S.dollars”and“US$”are to currency of the United States of America,references to“CAD$”are to the currencyof Canada,also known as the Canadian dollar and references to“NIS”are to the New Israeli Shekel,the currency of Israel.Allfinancial information presented in this prospectus is in U.S.dollars

53、 unless otherwise expressly stated.We own or have rights to various trademarks,service marks and trade names that we use in connection with the operation of ourbusinesses.Solely for convenience,the trademarks,service marks and trade names referred to in this prospectus may appearwithout the,TM or SM

54、 symbols,but the omission of such references is not intended to indicate,in any way,that we will notassert,to the fullest extent under applicable law,our rights or the right of the applicable owner of these trademarks,service marksand trade names.2025/5/21 15:00sec.gov/Archives/edgar/data/1649009/00

55、0121390025046029/ea0242872-f1_siyata.htmhttps:/www.sec.gov/Archives/edgar/data/1649009/000121390025046029/ea0242872-f1_siyata.htm7/65ii2025/5/21 15:00sec.gov/Archives/edgar/data/1649009/000121390025046029/ea0242872-f1_siyata.htmhttps:/www.sec.gov/Archives/edgar/data/1649009/000121390025046029/ea0242

56、872-f1_siyata.htm8/65 PROSPECTUS SUMMARY This summary highlights information contained elsewhere in or incorporated by reference into this prospectus.This summarydoes not contain all of the information that you should consider before deciding to invest in our Shares.You should carefullyread this ent

57、ire prospectus and the documents and reports incorporated by reference into this prospectus before making aninvestment decision,including the information presented under the headings“Risk Factors”and“Cautionary StatementRegarding Forward-Looking Statements”in this prospectus and the historical finan

58、cial statements and the notes theretoincorporated by reference into this prospectus.You should pay special attention to the information contained under the captiontitled“Risk Factors”in this prospectus,in our most recent Annual Report on Form 20-F,in any subsequent Reports of ForeignPrivate Issuer o

59、n Form 6-K and in other reports we file with or furnished to the Securities and Exchange Commission,or theSEC,from time to time with which are incorporated by reference into this prospectus,before deciding to buy our Securities.Unless otherwise indicated,all share amounts and per share amounts in th

60、is prospectus have been presented on a retroactivebasis to reflect a reverse share split of our outstanding Common Shares at a ratio of 1 for 100,which was implemented onAugust 9,2023,a reverse share split of our outstanding Common Shares at a ratio of 1 for 7,which was implemented onDecember 4,2023

61、,a reverse share split of our outstanding Common Shares at a ratio of 1 for 18,which was implemented onAugust 2,2024,and a reverse share split of our outstanding Common Shares at a ratio of 1 for 10,which was implemented onDecember 27,2024.O?C?Overview Siyata Mobile Inc.is a B2B global developer and

62、 vendor of next-generation Push-To-Talk over Cellular handsets andaccessories.Its portfolio of rugged PTT handsets and accessories enables first responders and enterprise workers to instantlycommunicate over a nationwide cellular network of choice,to increase situational awareness and save lives.Pol

63、ice,fire,andambulance organizations as well as schools,utilities,security companies,hospitals,waste management companies,resorts andmany other organizations use Siyata PTT handsets and accessories today.In support of our Push-to-Talk handsets and accessories,Siyata also offers enterprise-grade In-Ve

64、hicle solutions and CellularBooster systems enabling our customers to communicate effectively when they are in their vehicles,and even in areas where thecellular signal is weak.Siyata sells its portfolio through leading U.S.cellular carriers,and through international cellular carriers and distributo

65、rs inCanada,Europe,Australia and the Middle East.Products The Company develops,markets and sells a portfolio of rugged handheld Push-to-Talk over Cellular(“PoC”)smartphonedevices.These rugged business-to-business(“B2B”)environments are focused on enterprise customers,first responders,construction wo

66、rkers,security guards,government agencies,utilities,transportation and waste management,amusement parks,and mobile workers in multiple industries.In 2022,Siyata unveiled its next generation rugged device,the SD7.The SD7 is Siyatas first mission critical push-to-talkdevice(“MCPTT”)and is also the fir

67、st rugged handset that Siyata announced in North America in the fourth quarter of 2021,and is now shipping in North America,Europe,Middle East and Australia.The wireless carriers who have certified and areselling SD7 Handset include AT&T,FirstNet,Verizon,T-Mobile,USCellular,Bell Mobility,Telstra,and

68、 KPN.The SD7 RuggedPTT Handset is targeting first responders and enterprise customers who have previously used traditional legacy two-way LandMobile Radios(“LMR”)but who would prefer a solution that provides wide-area coverage like a cellular device,and also onethat provides the same core functional

69、ity of Push-to-Talk that they used with their previous older technology.12025/5/21 15:00sec.gov/Archives/edgar/data/1649009/000121390025046029/ea0242872-f1_siyata.htmhttps:/www.sec.gov/Archives/edgar/data/1649009/000121390025046029/ea0242872-f1_siyata.htm9/65 SD7+Handset Siyata has also announced th

70、e SD7+with Body Camera,which is similar to the SD7 Handset,but it incorporates body camerafunctionality.The SD7+can replace both an LMR two-way radio and a dedicated body camera device for police,security,orany customer who requires PTT and body camera functionality.The SD7+is expected to begin ship

71、ping in the coming months.Siyata also offers purpose built in-vehicle communication devices.In 2022,Siyata launched the VK7,a first-of-its-kind,patent-pending vehicle kit with an integrated 10-watt speaker,a simple slide-in connection sleeve for the SD7 Handset,and an externalantenna connection for

72、connecting an antenna to allow for an in-vehicle experience for the user that is similar to that from atraditional land mobile radio(“LMR”)device.The VK7 has been uniquely designed to be used with the SD7 Handset,whileconnecting directly into the vehicles power and can also connect to our cellular a

73、mplifier for better cellular connectivity.Thepending patent for the VK7 Vehicle Kit provides temperature control by heating the VK7 in cold environments,and cooling theVK7 in hot environments.The VK7 can also be equipped with an external remote speaker microphone(“RSM”)to ensurecompliance with hands

74、-free communication legislation.22025/5/21 15:00sec.gov/Archives/edgar/data/1649009/000121390025046029/ea0242872-f1_siyata.htmhttps:/www.sec.gov/Archives/edgar/data/1649009/000121390025046029/ea0242872-f1_siyata.htm10/65 VK7 Vehicle Kit Prior to the third quarter of 2023,we launched commercially a n

75、ew In-Vehicle solution called Siyata Real Time View,which isa mobile DVR(Digital Video Recording)solution for monitoring first responder vehicles.As the name suggests,videostreaming from forward-facing,rear-facing,side-facing,and in-cab cameras are all possible with Siyata Real Team View.Weannounced

76、 our first sale in June 2023 and in the third quarter of 2023 we began installing the solution into ambulances and firstresponder vehicles of a large first responder organization.This solution has proven to be a key tool for this organization tomonitor its fleet of vehicles.The aforementioned portfo

77、lio of solutions offers the benefits of PoC without any of the difficulties managing the currentgeneration of rugged smart/feature phones and is ideally suited as a perfect upgrade from Land Mobile Radios(“LMR”).Usedfor generations,LMR has a significant number of limitations,including network incomp

78、atibility,limited coverage areas,andrestricted functionality that leave a huge need for a unified network and platform.Siyatas innovative PoC product lines arehelping to service the generational shift from LMR to PoC.According to VDC Research,the LMR market is growing at a 5.9%compound annual growth

79、 rate,while the PoC market is growing at 13.6%CAGR to a projected$7 Billion by the year 2027.UV350 In-Vehicle Device Siyatas customer base includes cellular network operators and their dealers,as well as commercial vehicle technologydistributors for fleets of all sizes in the U.S.,Canada,Europe,Aust

80、ralia,Middle East and other international markets.Cellular boosters are also offered by Siyata with approximately 30 million of these devices sold globally every year.Siyatamanufactures and sells Cellular boosters and accessories for enterprise,first responder and consumer customers with a focus ont

81、he North America markets.Cellular communication provides a robust,secure environment not just for remote workers,in-home and in-vehicles;but also for restaurant patrons who wish to download menus;for patients at pharmacies who need toverify identity and download scripts;for remote workers who requir

82、e strong clear cellular signals;and for first responderswhere connectivity literally means the difference between life and death-just to name a few examples.The vehicle vertical inthis portfolio complements Siyatas rugged handsets and in-vehicle devices as these sales can be bundled through theCompa

83、nys existing sales channels.2025/5/21 15:00sec.gov/Archives/edgar/data/1649009/000121390025046029/ea0242872-f1_siyata.htmhttps:/www.sec.gov/Archives/edgar/data/1649009/000121390025046029/ea0242872-f1_siyata.htm11/6532025/5/21 15:00sec.gov/Archives/edgar/data/1649009/000121390025046029/ea0242872-f1_s

84、iyata.htmhttps:/www.sec.gov/Archives/edgar/data/1649009/000121390025046029/ea0242872-f1_siyata.htm12/65 U70P In-Building BoosterUM50 In-Vehicle BoosterUM2M In-Vehicle Booster We offer a full line of cellular boosters,to boost cellular reception.Cellular booster kits solve issues of poor reception,dr

85、oppedcalls,lost data and transmission quality issues that users routinely experience on every cellular network.These easy-to-installcellular booster kits are designed for homes,cabins,offices,and buildings to improve the cellular signal reception indoors,allowing people to use their cellular phones

86、indoors where they previously could not do so.We also offer models designed forvehicles,both wired and wireless boosters,to improve the cellular reception inside a vehicle that is driving in a weak cellularsignal area.Cellular signal boosters offer kits designed to offer cellphone coverage for diffe

87、rence distances,including kits for asmall area of 1 or 2 rooms,and more expansive solutions that will cover over 100,000 sq.ft.Our cellular signal boosters arecarrier agnostic to ensure the best signal integrity,supporting 2G,3G,4G and soon 5G(in development)technologies on allcarriers operating in

88、North America.Customers and Channels In 2022,Siyata secured North American wireless carrier approvals of the SD7 Handset for use on their networks from AT&T,FirstNet,Verizon,and Bell Mobility.During 2023,Siyata added T-Mobile and USCellular to its list of North American wirelesscarriers who approved

89、 SD7 for use on their networks.Internationally,Telstra from Australia and KPN from the Netherlands alsoapproved SD7 for use on their network during 2023.These wireless carriers also sell the innovative VK7 Vehicle Kit that workswith the SD7 Handset.These are major milestones for the Company followin

90、g Siyatas years of experience perfecting in-vehicle cellular based technology,vehicle installations,software integration with various Push-to-Talk(“PTT”)solutions andintensive carrier certifications.Siyatas customer base includes cellular network operators and their dealers,as well as commercial veh

91、icle technologydistributors for fleets of all sizes in the U.S.,Canada,Europe,Australia,the Middle East and other international markets.Our rugged handsets are targeted to approximately 47 million enterprise task and public sector workers across North Americaincluding construction,transport&logistic

92、s,manufacturing,energy&utility,public safety and federal government.The NorthAmerican Tier 1 cellular carriers that Siyata is working with have large scale distribution and sales channels.With an estimated25 million commercial vehicles including 7.0 million first responder vehicles,the Company sees

93、the North American market asits largest opportunity with a total addressable market over$19 billion.These Tier 1 cellular carriers have a keen interest inselling the VK7 Vehicle Kit with the SD7 Handset and the UV350 In-Vehicle Device as they allow for new SIM cardactivations and increased ARPU from

94、 existing customers with corporate and first responder fleets while targeting newcustomers with a unique,dedicated PTT solution.42025/5/21 15:00sec.gov/Archives/edgar/data/1649009/000121390025046029/ea0242872-f1_siyata.htmhttps:/www.sec.gov/Archives/edgar/data/1649009/000121390025046029/ea0242872-f1

95、_siyata.htm13/65 Our Pricing Siyata sells its products to wireless carriers and distributors who then resell the products to their customers.For wirelesscarriers,they are free to price the Siyata device how they choose.In most cases for significant sales opportunities the carriersare willing to subs

96、idize the cost of the device,or bundle the device price with the SIM card and PTT service in order to securethe new activations with the associated monthly Average Revenue Per User,or ARPU.Even our unsubsidized full Manufacturers Suggested Retail Prices(MSRPs)are competitive compared to other LMR ha

97、rdwaresolutions,but when our device price is subsidized or bundled,the capital and operational expense benefits to customerscompared to other solutions are even greater.Competition Rugged Handsets Category Our direct competitors include Sonim Technologies,Kyocera,and one ruggedized model from Samsun

98、g.These competitorsalso target sales of Push-to-Talk over Cellular(PoC)solutions through wireless carriers in North America and internationally.None of these competitors offer a unique solution like our SD7 Handset which focuses on a simple upgrade from two-wayradios,nor do they offer an equivalent

99、to our VK7 Vehicle Kit.These direct competitors focus on more expensive ruggedizedSmartphones.Indirectly,we compete with low-cost Push-to-Talk over Cellular devices designed and developed by various Chinese companiesincluding Telo,Inrico,and others.These products are not approved for sale by North A

100、merica wireless carriers due to loweroverall device specifications which do not meet requirements of North American wireless carriers.These devices are mostlysold in international markets to highly price sensitive customers.Indirectly,we also compete with traditional two-way LMR radios,also known as

101、“portables”that are carried or worn on a beltand used for PTT communications.These are sold by a small number of large LMR vendors who sell directly to large firstresponder organizations and to large enterprise customers.They also sell through dealers and distributors to small and medium-sized comme

102、rcial customers.These products are generally not sold through wireless carriers in North America orinternationally.The government and enterprise customers that they target are now often considering the alternative of Push-to-Talk over Cellular since customers do not need to purchase repeaters and to

103、wers nor any government licensing for thefrequencies that they use.Also,Push-to-Talk over Cellular provides much wider-area coverage,and these PoC solutions tend tobe less expensive than traditional LMR radios both to purchase the PoC hardware such as the Siyata SD7 Handset,as well as tosubscribe to

104、 monthly PoC service from a wireless carrier.In-Vehicle Category None of our competitors offer a vehicle kit like the Siyata VK7 Vehicle Kit which transforms the SD7 Handset into a robust In-Vehicle solution with loud audio,and simple PTT communication while in their vehicle.Also,we do not believe t

105、hat we haveany direct competitors within the in-vehicle market category in North America that provide a dedicated cellular based device forcommercial and first responder vehicles,and we believe that no other company offers an In-Vehicle IoT device that is approvedfor sale in North America by wireles

106、s carriers.We have several indirect competitors.Firstly,customers could choose a handheld phone along with a professionally installedthird party car kit.There are car kit providers who attempt to make their car kits compatible with popular handheld phonemodels.By comparison,our In-Vehicle solutions

107、offer enhanced audio quality,safety,and reception.Our In-Vehicle solutionsare always active and can be used in temperature extremes.Furthermore,our In-Vehicle solutions are a complete solution fromone supplier,as opposed to buying separately from two different companies and assembling a phone and a

108、car kit that offers noproven compatibility.52025/5/21 15:00sec.gov/Archives/edgar/data/1649009/000121390025046029/ea0242872-f1_siyata.htmhttps:/www.sec.gov/Archives/edgar/data/1649009/000121390025046029/ea0242872-f1_siyata.htm14/65 Our second group of indirect competitors are rugged tablets that can

109、 be placed in a mount.Our In-Vehicle solutions offer betteraudio quality,better safety,better cellular reception,which are always on and ready to be used.Also,compared to a tablet,theUV350 can also make cellular calls including emergency 911 calls whereas the tablet cannot as it is a data only devic

110、e.Our third group of indirect competitors are In-Vehicle Two-way LMR Radios also knows as“mobiles”.Not only can theUV350 make phone calls which the LMR radio cannot,but our In-Vehicle solutions offer much better coverage due to using thecellular network as opposed to a limited two-way radio network.

111、And the UV350 can support downloadable Android apps andcan serve as a modem for IoT devices and as a Wi-Fi hotspot for further connectivity options and more.Our fourth group of indirect competition is a leading global LMR vendor who offers an In-Vehicle device which is a Push toTalk over Cellular de

112、vice,compatible only with its own OEMs PTT application,and as it is not a smartphone based device so itdoes not offer any downloadable apps(fleet management,GPS tracking,live video feed,etc.)nor the ability to make a phonecall over the wireless network.This LMR vendor sells the In-Vehicle device dir

113、ectly to customers and through its dealerchannel,but not through wireless carriers.Cellular Boosters Category Within the Cellular Booster category,we have several direct competitors,including Wilson Electronics,LLC,Nextivity Inc.,and SureCall Company.Intellectual Property We own two patents that we

114、acquired from ClearRF,as discussed below,and we have entered into several licensing agreementsfor the use of a trademark and certain patents.Wilson Electronics LLC Effective January 1,2018,Signifi Mobile Inc.,the Companys wholly owned subsidiary,entered into an agreement with WilsonElectronics,LLC t

115、o permit the Company to utilize several of Wilson Electronics patents related to cellphone boosters(the“Wilson Agreement”).The Wilson Agreement grants the Company an indefinite right to utilize its cellphone booster-relatedpatents in exchange for paying Wilson Electronics,LLC a royalty fee for boost

116、ers sold by the Company.The Wilson Agreementremains in force until the Wilson patents on the Booster products expire.Via Licensing Corporation Effective June 8,2018,the Company entered into two separate licensing agreements with Via Licensing Corporation to utilizeworldwide patents related to the co

117、ding and decoding of“android”software as well as access and download within the“LTE/4G”network.This patent is for an initial period of 5 years and can be extended for a further 5-year term.The Company has theright at any time during the term on any extension hereof,to terminate these agreements upon

118、 providing 60 days advancednotice of termination.The quarterly royalty fees are based solely on product sales and is a percentage formula based upon thenumber of units sold,the country manufactured and the country location of the end customer.There are no minimum royaltyfees payable according to the

119、 agreement.62025/5/21 15:00sec.gov/Archives/edgar/data/1649009/000121390025046029/ea0242872-f1_siyata.htmhttps:/www.sec.gov/Archives/edgar/data/1649009/000121390025046029/ea0242872-f1_siyata.htm15/65 eWave Mobile Ltd.Effective October 1,2017,we entered into an Asset Purchase Agreement with eWave Mob

120、ile Ltd.,or eWave,for the purchaseof certain distribution rights and contracts in connection with the right to sell and distribute in Israel certain cellular devices forthe push to talk market,or the eWave Supplies,in exchange for$700,000 in cash and issued shares of common stock of theCompany equal

121、 to$700,000.Additionally,we shall pay eWave 50%of up to$1,500,000 in net profit that we earn from salesrelated to the eWave Suppliers,and 25%thereafter of the net profit exceeding$1,500,000.Clear RF,LLC On March 31,2021,the Companys indirectly and wholly owned subsidiary ClearRF Nevada Inc.acquired

122、all of the issued andoutstanding interests of Clear RF,LLC,or ClearRF,a Washington State limited liability company,for a total purchase price ofUS$700,000 in a combination of cash and Common Shares.ClearRF produces M2M(machine-to-machine)cellular amplifiersfor commercial and industrial M2M applicati

123、ons and offers patented direct connect cellular amplifiers and patented auto gain&oscillation control designed for M2M and“internet-of-things.”Or IoT,applications.Two patents(described below)held byClearRF were subsequently transferred and assigned to ClearRF Nevada following the closing of this acq

124、uisition.i.RF Passive Bypass technology enables tethered devices to communicate through the amplifier network,even if theamplifier loses power,or when the signal is not required,a key differentiator amongst competitors,in particular formission-critical applications and first responder vehicles that

125、require constant clear cellular coverage and connectivity.ii.Auto Gain&Oscillation Control detects the level of incoming signal strength and self-adjusts output power to ensuremaximum signal strength.This feature is vital for telematics(mobile)M2M applications because the amplifier will bein constan

126、t motion and will require periodic self-adjustment based on changing incoming signal environment.Seasonality We do not experience any effects of seasonality it our business.Our products are designed to function at full capacity under allweather conditions and therefore,we do not experience any shift

127、s in our sales patterns.Recent Developments The Equity Line of Credit(January 2025)On January 14,2025,we entered into an Equity Purchase Agreement(the“ELOC Purchase Agreement”or“ELOC”)withHudson Global Ventures,LLC(the“Investor”),pursuant to which the Company commenced exercising its right,but not a

128、nobligation to sell to the Investor,and the Investor commenced purchasing from the Company up to US$18,000,000 worth of theCompanys common shares,no par value per share at the Companys sole discretion over the next 24 months,subject to certainconditions precedent and other limitations,and the Compan

129、y also issued 540 shares of Class C preferred stock of the Companyas a commitment fee under the ELOC Purchase Agreement to the Investor(the“Commitment Shares”)at purchase price thendetermined as per the terms and conditions of the ELOC Purchase Agreement.Pursuant to the ELOC Purchase Agreement,the C

130、ompany sold and issued 3,187,155 ELOC Shares,for the total proceeds of$5,188,265,out of the total US$18,000,000 facility,as registered and pursuant to a registration statement on Form F-1,initiallyfiled with the Securities and Exchange Commission,or the SEC,on January 21,2025,and declared effective

131、on January 27,2025(the“Prior Registration Statement”).Further to this,and supplementing the same,the Company is now filing the currentregistration statement to register additional 11,000,000 ELOC Shares,for the total proceeds of approx.$12,811,735,on thesame terms and conditions as were applicable e

132、arlier.To this,the Company shall have the right,but not the obligation,to direct the Investor,by its delivery to the Investor of a putnotice from time to time,to purchase the ELOC Shares(i)in a minimum amount not less than$25,000.00 and(ii)in amaximum amount up to the lesser of(a)$2,000,000 or(b)200

133、%of the average trading volume of the Companys commonshares on the Nasdaq during the five(5)Trading Days immediately preceding the respective put notice date multiplied by thelowest closing price of the Companys common shares on the Nasdaq during the five(5)trading days immediately precedingthe resp

134、ective put notice date.The Companys right to issue a put notice for the ELOC Shares as was and will remain to besubject to general terms and conditions as stipulated under the ELOC,including there being an effective registration statementcovering the ELOC Shares.72025/5/21 15:00sec.gov/Archives/edga

135、r/data/1649009/000121390025046029/ea0242872-f1_siyata.htmhttps:/www.sec.gov/Archives/edgar/data/1649009/000121390025046029/ea0242872-f1_siyata.htm16/65 Pursuant to the ELOC,and subject to the Prior Registration Statement,we may now issue and sell up to$12,811,735 ofCommon Shares to the Investor,out

136、of the of the total$18 million original facility.The price at which we may issue and sellshares will remain to be 87.5%of the lowest daily volume weighted average price of the Companys Common Shares on theNASDAQ during the five(5)trading days immediately preceding the respective put notice date,in e

137、ach case as reported byQuotestream or other reputable source designated by the Selling Shareholder(the“Market Price”).The lowest traded price ofthe common shares in the ten(10)Trading Days immediately preceding the respective Put Date must exceed$0.15 per share.This Agreement may not be assigned by

138、either Party.The obligation of the Investor to purchase shares of our common shares under the ELOC begins on the date of the ELOCPurchase Agreement,subject to the satisfaction of the conditions set forth in the ELOC Purchase Agreement(including that aregistration statement that we agreed to file wit

139、h the SEC pursuant to the registration rights agreement remains effective),andends on the earlier of(i)the date on which the Investor shall have purchased common shares pursuant to the ELOC PurchaseAgreement equal to the Maximum Commitment Amount,(ii)twenty-four(24)months after the date of the ELOC

140、PurchaseAgreement(the“Commencement Date”),(iii)written notice of termination by us,or(iv)the registration statement is no longereffective after the initial effective date of the registration statement,or(v)our bankruptcy or similar event(the“CommitmentPeriod”).We have,and will continue to control th

141、e timing and amount of any sales of our common shares to the Investor.During the Commitment Period,the purchase price to be paid by the Investor for the common shares under the ELOC PurchaseAgreement will be 87.5%of the Market Price,which is defined as the lesser of the(i)closing price of the common

142、 shares on itsprincipal market on the trading day immediately preceding the respective Put Date(as defined in the ELOC PurchaseAgreement),or(ii)lowest closing price of the common share during the Valuation Period(as defined in the ELOC PurchaseAgreement),in each case as reported by Quotestream or ot

143、her reputable source designated by the Investor.The actual amount ofproceeds we receive pursuant to each put notice is to be determined by multiplying the amount requested in the put notice bythe applicable purchase price.Additionally,a put notice shall not be deemed delivered to the Investor during

144、 the period beginning on the Put Date of theimmediately prior put notice and continuing through the date that is three(3)Trading Days following the Clearing Date(asdefined in the ELOC Purchase Agreement)associated with the immediately prior put notice(the“Cooldown Period”),provided,however,that the

145、respective Cooldown Period shall not apply to the immediately prior put notice if(i)the common shares forthe immediately prior put notice have been delivered to the Selling Shareholder pursuant to the terms of the ELOC PurchaseAgreement,and(ii)the trading volume of the common shares on any trading d

146、ay during the respective Cooldown Periodexceeds 400%of the total common shares of the immediately prior put notice.The net proceeds from sales,if any,under the ELOC Purchase Agreement,will depend on the frequency and prices at which wesell shares to the Investor.To the extent we sell shares under th

147、e ELOC Purchase Agreement,we currently plan to use anyproceeds therefrom for working capital and other general corporate purposes.In relation to the Shares,the Company had also entered into a registration rights agreement,dated January 14,2025(the“Registration Rights Agreement”)with the Investor,pur

148、suant to which the Company agreed to submit to the U.S.Securities andFutures Commission(the“SEC”)an initial registration statement on Form F-1(the registration statement,as amended,the“Registration Statement”)within forty-five(45)days from the date of the ELOC Purchase Agreement,covering the resale

149、of thecommon shares issuable upon conversion of the Commitment Shares and the ELOC,which may have been,or which may fromtime to time be,issued under the ELOC Purchase Agreement for public resale,and to use its reasonable best efforts to cause theRegistration Statement to be declared effective by the

150、 SEC.The Company is filing the current registration statement,and filedthe Prior Registration Statement,further to the aforementioned Registration Rights Agreement.The ELOC Purchase Agreement and the Registration Rights Agreement contain customary registration rights,representations,warranties,condi

151、tions and indemnification obligations by each party.The representations,warranties and covenants containedin the ELOC Purchase Agreement were made only for purposes of the ELOC Purchase Agreement and as of specific dates,weresolely for the benefit of the parties to such agreements and are subject to

152、 certain important limitations.82025/5/21 15:00sec.gov/Archives/edgar/data/1649009/000121390025046029/ea0242872-f1_siyata.htmhttps:/www.sec.gov/Archives/edgar/data/1649009/000121390025046029/ea0242872-f1_siyata.htm17/65 Effect of Performance of the Equity Purchase Agreement on Our Shareholders Excep

153、t as accounted for the Prior Registration Statement,all 11,000,000 shares registered under this offering which have beenor may be issued or sold by us to the Investor are expected to be freely tradable.It is anticipated that shares registered in thisoffering that are to be issued pursuant to the ELO

154、C Purchase Agreement will be sold over a period of up to 24-monthscommencing on the Commencement Date.The sale by the Investor of a significant amount of shares registered in this offeringat any given time could cause the market price of our common shares to decline and to be highly volatile.Sales o

155、f our commonshares to the Investor,if any,will depend upon market conditions and other factors to be determined by us.We may ultimatelydecide to sell to the Investor all,some or none of the shares of our common shares that may be available for us to sell pursuantto the ELOC Purchase Agreement,except

156、 for the part of the Facility already used and utilized.If and when we do sell shares tothe Investor,after the Investor has acquired the shares,the Investor may resell all,some or none of those shares at any time orfrom time to time in its discretion.Therefore,sales to the Investor by us under the E

157、LOC Purchase Agreement may result insubstantial dilution to the interests of other holders of our common shares.In addition,if we sell a substantial number of sharesto the Investor under the ELOC Purchase Agreement,or if investors expect that we will do so,the actual sales of shares or themere exist

158、ence of our arrangement with the Investor may make it more difficult for us to sell equity or equity-related securitiesin the future at a time and at a price that we might otherwise wish to effect such sales.However,we have the right to control thetiming and amount of any sales of our shares to the

159、Investor and the ELOC Purchase Agreement may be terminated by us at anytime at our discretion without any cost to us.Pursuant to the terms of the ELOC Purchase Agreement,we have the right,but not the obligation,to direct the Investor topurchase up to$12,811,735 of our common shares,out of the total

160、US$18,000,000 facility.Depending on the price per share atwhich we sell our common share to the Investor pursuant to the ELOC Purchase Agreement,we may need to sell to the Investorunder the ELOC Purchase Agreement more shares of our common shares than are offered under this prospectus in order torec

161、eive aggregate gross proceeds equal to the$18,000,000 total commitment available to us under the ELOC PurchaseAgreement.If we choose to do so,we must first register for resale under the Securities Act such additional shares of ourcommon shares,which could cause additional substantial dilution to our

162、 shareholders.The number of shares ultimately offeredfor resale by the Investor under this prospectus is dependent upon the number of shares we direct the Investor to purchase underthe ELOC Purchase Agreement.The following table sets forth the amount of gross proceeds we would receive from the Inves

163、tor from the sale of 11,000,000shares of our Common Stock that we are registering hereby that we may issue and sell to the Investor in the future under theELOC Purchase Agreement at varying purchase prices:Assumed AveragePurchase PricePer Share Number ofShares to be Issuedif Full Purchase(1)Percenta

164、ge ofOutstanding Shares ofCommon Shares AfterGiving Effect to theSales to the Investor(2)Gross Proceeds fromthe Future Sale ofShares to the Investorunder the ELOC(1)$0.8153 11,000,000 216%$8,968,215$0.9318 11,000,000 216%$10,249,388$1.0482 11,000,000 216%$11,530,562$1.1647(3)11,000,000 216%$12,811,7

165、35$1.2812 10,000,000 196%$12,811,735$1.3976 9,166,666 180%$12,811,735$1.5141 8,461,538 166%$12,811,735 (1)Although the ELOC Purchase Agreement provides that we may sell up to$18,000,000 of our common shares to theInvestor,given we have taken down and utilized$5,188,265 of facility pursuant to the Pr

166、ior Registration Statement,we areonly registering 11,000,000 shares of our common shares for resale under the registration statement of which thisprospectus forms a part,which amounts to a total of$12,811,735 of facility left over under the original ELOC PurchaseAgreement.Therefore,only 11,000,000 o

167、f such shares may be issued and sold to the Investor for cash consideration inpurchases under the ELOC Purchase Agreement from time to time,at our sole discretion,during the 24-month periodcommencing on the Commencement Date,which may or may not cover all the shares of our Common Stock we ultimately

168、sell to the Investor under the ELOC Purchase Agreement,if any,depending on the purchase price per share(accounting forthe insurances and sales made further to the Prior Registration Statement).We have included in this column only the11,000,000 shares that we may issue and sell to the Investor for ca

169、sh consideration in purchases under the ELOC PurchaseAgreement that are being registered for resale in the offering made by this prospectus,without regard for the BeneficialOwnership Cap.2025/5/21 15:00sec.gov/Archives/edgar/data/1649009/000121390025046029/ea0242872-f1_siyata.htmhttps:/www.sec.gov/A

170、rchives/edgar/data/1649009/000121390025046029/ea0242872-f1_siyata.htm18/65(2)The denominator is based on 5,097,185 shares of our common shares outstanding as of May 19,2025.The numerator isbased on the number of shares of our common shares set forth in the adjacent column.(3)The closing sale price p

171、er share of our common shares on May 14,2025.92025/5/21 15:00sec.gov/Archives/edgar/data/1649009/000121390025046029/ea0242872-f1_siyata.htmhttps:/www.sec.gov/Archives/edgar/data/1649009/000121390025046029/ea0242872-f1_siyata.htm19/65 Merger Agreement On February 26,2025,the Company entered into a Me

172、rger Agreement with Core Gaming,Inc.,a Delaware corporation,andSiyata Core Acquisition U.S.,Inc.,a Delaware Corporation and wholly-owned subsidiary of the Company(“Merger Sub”).TheCompany,Merger Sub and Core Gaming may each be referred to hereinafter as a“Party”and,collectively,as the“Parties.”Merge

173、r Pursuant to the Merger Agreement,the Parties will effect the following transactions:a)“Core”will merge with and into Merger Sub,with“Core”continuing as the surviving entity and a wholly ownedsubsidiary of the Company.b)In exchange for the outstanding shares of“Core”common stock,the Company will is

174、sue common shares to theshareholders of“Core”based on an exchange ratio calculated as$160,000,000 divided by the volume-weightedaverage closing price of the Companys common shares on the Nasdaq Stock Market LLC for the 10-day tradingperiod immediately preceding the effective time of the Merger;c)On

175、the Closing Date(as defined in the Merger Agreement),the Parties will cause a certificate of merger(the“Certificate of Merger”)to be executed and filed with the Secretary of State of Delaware.The Merger will becomeeffective on the date and time specified in the Certificate of Merger(the“Effective Ti

176、me”);and d)At the Effective Time,all assets,properties,rights,privileges,powers,and franchises of“Core”and Merger Sub willvest in the“Core”as the surviving corporation in the Merger.In the event that the number of“Cores common shares(the“Legacy Siyata Shares”)held by“Core”stockholders who are“Core”s

177、tockholders immediately prior to the Effective Time(the“Legacy Stockholders”)would equal,following issuance ofthe merger consideration shares,less than 10%of the issued and outstanding common shares of Siyata on a fully diluted basis,then Siyata shall declare a stock dividend on the Legacy Siyata Sh

178、ares outstanding as of the record date that is one business dayprior to the Effective Time,such that the number of Siyata common shares held by the Legacy Stockholders represents at least10%of the then-issued and outstanding common shares of Siyata.The stock dividend,if any,shall be paid on a date t

179、hat is nomore than six months after the Effective Time.The following diagram illustrates our corporate structure as of the date of this prospectus:102025/5/21 15:00sec.gov/Archives/edgar/data/1649009/000121390025046029/ea0242872-f1_siyata.htmhttps:/www.sec.gov/Archives/edgar/data/1649009/00012139002

180、5046029/ea0242872-f1_siyata.htm20/65 The following diagram illustrates our corporate structure after the consummation of as of the merger with Core:Legal Proceedings From time to time,we may become involved in litigation relating to claims arising from the ordinary course of business.Otherthan as se

181、t forth below,there are currently no claims or actions pending against us,the ultimate disposition of which could havea material adverse effect on our results of operations,financial condition or cash flows.On June 11,2024,we received a demand letter from a law firm representing a financial advisory

182、 firm seeking to collect$457,477 relating to an unpaid invoice for financial services allegedly rendered by such firm.We are currently evaluating theclaim with counsel.We intend to defend ourselves and cannot estimate our chance of loss at this time.112025/5/21 15:00sec.gov/Archives/edgar/data/16490

183、09/000121390025046029/ea0242872-f1_siyata.htmhttps:/www.sec.gov/Archives/edgar/data/1649009/000121390025046029/ea0242872-f1_siyata.htm21/65 Implications of Our Being an“Emerging Growth Company”As a company with less than$7.5 million in revenue during our last fiscal year,we qualify as an“emerging gr

184、owth company”as defined in the U.S.federal securities laws.An“emerging growth company”may take advantage of reduced reportingrequirements that are otherwise applicable to larger public companies.In particular,as an emerging growth company,we:may present only two years of audited financial statements

185、 and only two years of related Managements Discussionand Analysis of Financial Condition and Results of Operations,or“MD&A”;are not required to provide a detailed narrative disclosure discussing our compensation principles,objectives andelements and analyzing how those elements fit with our principl

186、es and objectives,which is commonly referred to as“compensation discussion and analysis;”are not required to obtain an attestation and report from our auditors on our managements assessment of our internalcontrol over financial reporting pursuant to the Sarbanes-Oxley Act of 2002;are not required to

187、 obtain a non-binding advisory vote from our shareholders on executive compensation or goldenparachute arrangements(commonly referred to as the“say-on-pay,”“say-on frequency”and“say-on-golden-parachute”votes);are exempt from certain executive compensation disclosure provisions requiring a pay-for-pe

188、rformance graph andchief executive officer pay ratio disclosure;are eligible to claim longer phase-in periods for the adoption of new or revised financial accounting standards;and will not be required to conduct an evaluation of our internal control over financial reporting.Foreign Private Issuer St

189、atus We are a foreign private issuer within the meaning of the rules under the Securities Exchange Act of 1934,as amended(the“Exchange Act”).As such,we are exempt from certain provisions applicable to United States domestic public companies.Forexample:we are not required to provide as many Exchange

190、Act reports,or as frequently,as a domestic public company;for interim reporting,we are permitted to comply solely with our home country requirements,which are less rigorousthan the rules that apply to domestic public companies;we are not required to provide the same level of disclosure on certain is

191、sues,such as executive compensation;we are exempt from provisions of Regulation FD aimed at preventing issuers from making selective disclosures ofmaterial information;we are not required to comply with the sections of the Exchange Act regulating the solicitation of proxies,consents,orauthorizations

192、 in respect of a security registered under the Exchange Act;and we are not required to comply with Section 16 of the Exchange Act requiring insiders to file public reports of theirshare ownership and trading activities and establishing insider liability for profits realized from any“short-swing”trad

193、ing transaction.122025/5/21 15:00sec.gov/Archives/edgar/data/1649009/000121390025046029/ea0242872-f1_siyata.htmhttps:/www.sec.gov/Archives/edgar/data/1649009/000121390025046029/ea0242872-f1_siyata.htm22/65 Corporate Information We are organized as a corporation under the laws of British Columbia,Can

194、ada,and maintain our registered and records office at7404 King George Blvd.,Suite 200,Kings Cross,Surrey,British Columbia V3W 1N6,Canada.The principal place of businessis located at 1751 Richardson Suite 2207,Montreal,Quebec Canada H3K-1G6.Our telephone number is(514)500-1181 andour website is locat

195、ed on the internet at https:/.The information contained on our website does notconstitute part of this prospectus.The Company was incorporated on October 15,1986 as Big Rock Gold Ltd.as a corporation under the Company Act of BritishColumbia.On April 5,1988,the Company changed its name to Internation

196、al Cruiseshipcenters Corp.On June 24,1991,theCompany changed its name to Riley Resources Ltd.Effective January 23,1998,the Company consolidated its share capital onan eight-to-one basis and changed its name to International Riley Resources Ltd.Effective November 22,2001,the Companyconsolidated its s

197、hare capital on a five-to-one basis and changed its name to Wind River Resources Ltd.On January 3,2008,theCompany changed its name to Teslin River Resources Corp.On July 24,2015,Teslin River Resources Corp,completed a reverse acquisition by way of a three-cornered amalgamation,pursuant to which the

198、Company acquired certain telecom operations of an Israel-based cellular technology company andchanged its name to Siyata Mobile Inc.On June 7,2016,the Company acquired all of the issued and outstanding shares of Signifi Mobile Inc.(“Signifi”).In March 2021,the Company acquired,through a wholly owned

199、 subsidiary formed by Signifi,all the outstanding units of ClearRF LLC(“Clear RF”).The Company was registered with the TSXV under the symbol SIM,commenced trading on OTCQX under the symbol SYATFfrom May 11,2017 until September 25,2020,at which time the Companys Common Shares were listed only on the

200、NasdaqCapital Market.132025/5/21 15:00sec.gov/Archives/edgar/data/1649009/000121390025046029/ea0242872-f1_siyata.htmhttps:/www.sec.gov/Archives/edgar/data/1649009/000121390025046029/ea0242872-f1_siyata.htm23/65 T?O?Securities being offered bythe Investor:The ELOC Shares that we may elect,in our sole

201、 discretion,to issue and sell to the Investor,from time to time from,in a maximum offering amount of up to$12,811,735(out of the total$18 million original facility),which would represent approximately 11,000,000 CommonShares based on the near closing price of our shares on the Nasdaq on May 14,2025,

202、of$1.13per share.Common Shares outstandingimmediately prior to thisoffering:5,097,185 Common Shares.Common Shares to beoutstanding after thisoffering:(1)16,097,185 Common Shares.Use of proceeds:We will not receive any proceeds from any sale of the ELOC Shares by the Investor.However,we may receive u

203、p to and not exceeding$12,811,735 in aggregate gross proceeds from theInvestor under the ELOC Purchase Agreement in connection with sales of our ELOC Shares tothe Investor pursuant to the ELOC Purchase Agreement after the date of this prospectus.Weintend to use any proceeds from the facility for wor

204、king capital and general corporatepurposes.For more information on the use of proceeds,see“Use of Proceeds”.Dividend policy:We have never declared or paid any dividends on our Common Shares.We do not anticipatepaying any dividends in the foreseeable future.We currently intend to retain any futureear

205、nings to fund business development and growth,and we do not expect to pay any dividendsin the foreseeable future.Any future determination to declare cash dividends will be made atthe discretion of our board of directors,subject to applicable laws,and will depend on anumber of factors,including our f

206、inancial condition,results of operations,capitalrequirements,contractual restrictions,general business conditions and other factors that ourboard of directors may deem relevant.Risk factors:Investing in our Securities involves a high degree of risk.As an investor,you should be able tobear a complete

207、 loss of your investment.You should carefully consider the information setforth in the“Risk Factors”section beginning on page 15.Plan of Distribution:The Investor may sell all or a portion of the ELOC Shares beneficially owned by them andoffered hereby from time to time directly in a number of diffe

208、rent ways.Registration of theELOC Shares covered by this prospectus does not mean,however,that such shares necessarilywill be offered or sold.See“Plan of Distribution.”Trading market and symbol:Our Common Shares and Prior Warrants are listed on the Nasdaq Capital Market under thesymbols“SYTA”and“SYT

209、AW,”respectively.The Common Shares offered hereby will tradeon the Nasdaq Capital Market under the symbol“SYTA.”Transfer agent:The transfer agent and registrar for our Common Shares is Computershare Inc.(1)The number of Common Shares outstanding immediately following this offering is based on 5,097,

210、185 Common Sharesoutstanding as of May 19,2025 and excludes:11 Common Shares issuable upon the exercise of stock options outstanding under our 2016 Stock Option Plan,asamended,with a weighted-average exercise price of$250,855 per share;24 Common Shares issuable upon the exercise of restricted share

211、units outstanding under the 2016 Stock Option Plan,as amended,with a weighted-average exercise price of$NIL per share;150 Common Shares issuable upon the exercise of outstanding warrants with a weighted average exercise price of$235,121 per share;101 Common Shares issuable upon the exercise of outst

212、anding investment bankers warrants with a weighted averageexercise price of$35,641 per share;Common Shares issuable upon the conversion of the 215 Class C Preferred Shares,issued on January 16,2025 asdescribed in“Summary Recent Developments”;2025/5/21 15:00sec.gov/Archives/edgar/data/1649009/0001213

213、90025046029/ea0242872-f1_siyata.htmhttps:/www.sec.gov/Archives/edgar/data/1649009/000121390025046029/ea0242872-f1_siyata.htm24/65142025/5/21 15:00sec.gov/Archives/edgar/data/1649009/000121390025046029/ea0242872-f1_siyata.htmhttps:/www.sec.gov/Archives/edgar/data/1649009/000121390025046029/ea0242872-

214、f1_siyata.htm25/65 RISK FACTORS An investment in our securities involves a high degree of risk.Before making an investment in our securities,you should carefullyconsider all of the information included or incorporated by reference into this prospectus,including the risks described under theheading“I

215、tem 3.Key Information D.Risk Factors”in our 2024 Annual Report,which we filed with the SEC on April 21,2025,as updated by other reports and documents we file with,or furnish to,the SEC and that are incorporated by reference herein.Please see the sections of this prospectus entitled“Where You Can Fin

216、d Additional Information”and“Documents Incorporated byReference.”If one or more of those risks is realized,that could adversely impact our business,financial condition or results ofoperations.Risks Related to This Offering and Ownership of Our Securities It is not possible to predict the actual numb

217、er of ELOC Shares,if any,we will sell under the ELOC Purchase Agreement to theInvestor,or the actual gross proceeds resulting from those sales.Effective as of January 14,2025,we entered into the ELOC Purchase Agreement with the Investor,pursuant to which the Investorcommitted to purchase up to$18,00

218、0,000 of shares of the Companys Common Shares,subject to certain limitations and conditionsset forth in the ELOC Purchase Agreement.The Companys Common Shares that may be issued under the ELOC PurchaseAgreement may be sold by us to the Investor at our discretion from time to time.Off these,we regist

219、ered,issued,and sold3,187,155 Common Shares,for the offering proceeds of up to$5,188,265,pursuant to the registration statement on Form F-1,initially filed with the SEC on January 21,2025,and declared effective on January 27,2025.We generally have the right to control the timing and amount of any sa

220、les of our Common Shares to the Investor under the ELOCPurchase Agreement.Sales of the Companys Common Shares,if any,to the Investor under the ELOC Purchase Agreement willdepend upon market conditions and other factors to be determined by us.We may ultimately decide to sell to the Investor all,someo

221、r none of the Companys Common Shares that may be available for us to sell to the Investor pursuant to the ELOC PurchaseAgreement.Because the purchase price per share to be paid by the Investor for the Companys Common Shares that we may elect to sell to theInvestor under the ELOC Purchase Agreement,i

222、f any,will fluctuate based on the market prices of the Companys Common Sharesprior to each issuance made pursuant to the ELOC Purchase Agreement,if any,it is not possible for us to predict,as of the date ofthis prospectus and prior to any such sales,the number of shares of the Companys Common Shares

223、 that we will sell to the Investorunder the ELOC Purchase Agreement,the purchase price per share that the Investor will pay for shares purchased from us underthe ELOC Purchase Agreement,or the aggregate gross proceeds that we will receive from those purchases by the Investor underthe ELOC Purchase A

224、greement,if any.Moreover,although the ELOC Purchase Agreement provides that we may sell up to an aggregate of$18,000,000 of shares of theCompanys Common Shares to the Investor,only$12,811,735 out of the total and entire$18,000,000 original facility,which wouldcurrently represent approximately 11,000

225、,000 Common Shares are being registered for resale under the registration statement thatincludes this prospectus.If we elect to sell to the Investor all of the 11,000,000 shares of the Companys Common Shares beingregistered for resale under this prospectus,depending on the market price of the Compan

226、ys Common Shares prior to each advancemade pursuant to ELOC Purchase Agreement,the actual gross proceeds from the sale of all such shares may be substantially lessthan the$12,811,735,and the total$18,000,000,available to us under the ELOC Purchase Agreement,which could materiallyadversely affect our

227、 liquidity.If it becomes necessary for us to issue and sell to the Investor under the ELOC Purchase Agreement more than the 11,000,000shares of the Companys Common Shares being registered for resale under this prospectus in order to receive aggregate grossproceeds equal to$12,811,735 out of the tota

228、l$18,000,000 under the ELOC Purchase Agreement,we must file with the SEC one ormore additional registration statements to register under the Securities Act the resale by the Investor of any such additional sharesof the Companys Common Shares we wish to sell from time to time under the ELOC Purchase

229、Agreement,which the SEC mustdeclare effective.Any issuance and sale by us under the ELOC Purchase Agreement of the Companys Common Shares in additionto the 11,000,000 shares of the Companys Common Shares being registered for resale by the Investor under the registrationstatement that includes this p

230、rospectus could cause additional dilution to our stockholders.152025/5/21 15:00sec.gov/Archives/edgar/data/1649009/000121390025046029/ea0242872-f1_siyata.htmhttps:/www.sec.gov/Archives/edgar/data/1649009/000121390025046029/ea0242872-f1_siyata.htm26/65 We are not required or permitted to issue any sh

231、ares of the Companys Common Shares under the ELOC Purchase Agreement ifsuch issuance would breach our obligations under the rules or regulations of Nasdaq.In addition,the Investor will not be requiredto purchase any shares of the Companys Common Shares if such sale would result in the Investors bene

232、ficial ownershipexceeding 4.99%of the then issued and outstanding shares of the Companys Common Shares.Our inability to access a part or allof the amount available under the ELOC Purchase Agreement,in the absence of any other financing sources,could have a materialadverse effect on our business.Inve

233、stors who buy ELOC Shares from the Investor at different times will likely pay different prices.Pursuant to the ELOC Purchase Agreement,we will have discretion,to vary the timing,price and number of shares sold to theInvestor.If and when we elect to sell the ELOC Shares to the Investor pursuant to t

234、he ELOC Purchase Agreement,after theInvestor has acquired such ELOC Shares,the Investor may resell all,some or none of such shares at any time or from time to timein its sole discretion and at different prices.As a result,investors who purchase shares from the Investor in this offering at differentt

235、imes will likely pay different prices for those shares,and so may experience different levels of dilution and in some casessubstantial dilution and different outcomes in their investment results.Investors may experience a decline in the value of the sharesthey purchase from the Investor in this offe

236、ring as a result of future sales made by us to Investor at prices lower than the prices suchinvestors paid for their shares in this offering.In addition,if we sell a substantial number of shares to the Investor under the ELOCPurchase Agreement,or if investors expect that we will do so,the actual sal

237、es of shares or the mere existence of our arrangementwith the Investor may make it more difficult for us to sell equity or equity-related securities in the future at a time and at a pricethat we might otherwise wish to effect such sales.The sale of a substantial amount of ELOC Shares and Shares in t

238、he public market could adversely affect the prevailing marketprice of our Common Shares.We are registering for resale an aggregate of up to$12,811,735 out of the total$18,000,000 of ELOC Shares.Sales of substantialamounts of our Common Shares in the public market,or the perception that such sales mi

239、ght occur,could adversely affect themarket price of our Common Shares.We cannot predict if and when the Investor may sell such shares in the public markets.Furthermore,in the future,we may issue additional Common Shares or other equity or debt securities convertible into CommonShares.Any such issuan

240、ce could result in substantial dilution to our existing shareholders and could cause our share price todecline.Outstanding warrants and future sales of our Securities may further dilute the Common Shares and adversely impact the priceof our Common Shares.As of May 19,2025,we had 5,097,185 Common Sha

241、res issued and outstanding.As of May 19,2025,we have outstandingunexercised warrants to purchase 150 Common Shares as of May 19,2025 that expire between September 25,2025 until infinity(as 56 warrants have no expiry date).If the holder of our free trading shares wanted to sell these shares,there mig

242、ht not be enoughpurchasers to maintain the market price of our Common Shares on the date of such sales.Any such sales,or the fear of such sales,could substantially decrease the market price of our Common Shares and the value of your investment.You may experience future dilution as a result of future

243、 equity offerings.In order to raise additional capital,we may in the future offer additional Common Shares or other securities convertible into orexchangeable for our Common Shares that could result in further dilution to the investor purchasing our Common Shares in thisoffering or result in downwar

244、d pressure on the price of our Common Shares.We may sell our Common Shares or other securities inany other offering at prices that are higher or lower than the prices paid by the investor in this offering,and the investor purchasingshares or other securities in the future could have rights superior

245、to existing shareholders.Moreover,to the extent that we issueoptions or warrants to purchase,or securities convertible into or exchangeable for,our Common Shares in the future and thoseoptions,warrants or other securities are exercised,converted or exchanged,stockholders may experience further dilut

246、ion.162025/5/21 15:00sec.gov/Archives/edgar/data/1649009/000121390025046029/ea0242872-f1_siyata.htmhttps:/www.sec.gov/Archives/edgar/data/1649009/000121390025046029/ea0242872-f1_siyata.htm27/65 The market for our Common Shares may not provide investors with adequate liquidity.Liquidity of the market

247、 for our Common Shares depends on a number of factors,including our financial condition and operatingresults,the number of holders of our Common Shares,the market for similar securities and the interest of securities dealers inmaking a market in the securities.We cannot predict the extent to which i

248、nvestor interest in the Company will maintain a tradingmarket in our Common Shares,or how liquid that market will be.If an active market is not maintained,investors may havedifficulty selling Common Shares that they hold.Since we do not expect to pay any cash dividends for the foreseeable future,inv

249、estors may be forced to sell their stock in orderto obtain a return on their investment.We do not anticipate declaring or paying in the foreseeable future any cash dividends on our capital stock.Instead,we plan to retainany earnings to finance our operations and growth plans discussed elsewhere or i

250、ncorporated by reference in this prospectus.Accordingly,investors must rely on sales of their Common Shares after price appreciation,which may never occur,as the only wayto realize any return on their investment.As a result,investors seeking cash dividends should not purchase our Common Shares.The t

251、rading price of our Common Shares has been and is likely to continue to be highly volatile and could be subject to widefluctuations in response to various factors,some of which are beyond our control.Our share price is highly volatile.During the period from January 1,2025 to May 20,2025,the closing

252、price of our CommonShares ranged from a high of$9.85 per share to a low of$0.98 per share.The stock market in general has experienced extremevolatility that has often been unrelated to the operating performance of particular companies.As a result of this volatility,you maynot be able to sell your Co

253、mmon Shares at or above the public offering price and you may lose some or all of your investment.Our management will have broad discretion over the use of the proceeds we receive from the sale of the ELOC Shares madepursuant to the ELOC Purchase Agreement in ways with which you may not agree or in

254、ways which may not yield a significantreturn.We will have broad discretion over the use of proceeds from sales of the ELOC Shares made pursuant to the ELOC PurchaseAgreement,and you will not have the opportunity,as part of your investment decision,to assess whether the proceeds are beingused appropr

255、iately.However,we have not determined the specific allocation of any net proceeds among these potential uses,andthe ultimate use of the net proceeds may vary from the currently intended uses.The net proceeds may be used for corporatepurposes that do not enhance our operating results or the value of

256、our Common Shares.If we are not able to comply with the applicable continued listing requirements or standards of Nasdaq,Nasdaq could delist ourCommon Shares and Prior Warrants.In order to maintain the listing of our Common Shares and Prior Warrants on the Nasdaq Capital Market,we must satisfy minim

257、umfinancial and other continued listing requirements and standards,including those regarding director independence and independentcommittee requirements,minimum stockholders equity,minimum share price,and certain corporate governance requirements.There can be no assurances that we will be able to co

258、mply with such applicable listing standards.In addition,pursuant to Nasdaq Listing Rule 5810(c)(3)(A)(iii),if the Companys Common Shares trade below$0.10 per share for10 consecutive trading days,the Company could be subject to a Nasdaq delisting notification which could result in the delisting ofthe

259、 Companys Common Shares from the Nasdaq Capital Market immediately unless appealed or unless the Nasdaq provides acompliance period in which to cure such bid price deficiency.If the Common Shares are not listed on Nasdaq at any time after this offering,we could face significant material adverseconse

260、quences,including:a limited availability of market quotations for our securities;172025/5/21 15:00sec.gov/Archives/edgar/data/1649009/000121390025046029/ea0242872-f1_siyata.htmhttps:/www.sec.gov/Archives/edgar/data/1649009/000121390025046029/ea0242872-f1_siyata.htm28/65 reduced liquidity;a determina

261、tion that the Common Shares are a“penny stock”which will require brokers trading in our shares to adhere tomore stringent rules,possibly resulting in a reduced level of trading activity in the secondary trading market for theCommon Shares;a limited amount of news and analyst coverage for our Company

262、;and a decreased ability to issue additional securities or obtain additional financing in the future.Upon delisting from the Nasdaq Capital Market,our Common Shares would be traded over-the-counter inter-dealer quotationsystem,more commonly known as the OTC.OTC transactions involve risks in addition

263、 to those associated with transactions insecurities traded on the securities exchanges,such as the Nasdaq Capital Market,or Exchange-listed Stocks.Many OTC stockstrade less frequently and in smaller volumes than Exchange-listed Stocks.Accordingly,our stock would be less liquid than it wouldbe otherw

264、ise.Also,the values of OTC stocks are often more volatile than Exchange-listed Stocks.Additionally,institutionalinvestors are usually prohibited from investing in OTC stocks,and it might be more challenging to raise capital when needed.In addition,if our Common Shares are delisted,your ability to tr

265、ansfer or sell your Common Shares may be limited and the valueof those securities will be materially adversely affected.If our Common Shares become subject to the penny stock rules,it may be more difficult to sell our Common Shares.The Securities and Exchange Commission(“SEC”or the“Commission”)has a

266、dopted rules that regulate broker-dealer practices inconnection with transactions in penny stocks.Penny stocks are generally equity securities with a price of less than$5.00(otherthan securities registered on certain national securities exchanges or authorized for quotation on certain automated quot

267、ationsystems,provided that current price and volume information with respect to transactions in such securities is provided by theexchange or system).The OTC Bulletin Board does not meet such requirements and if the price of our Common Shares is less than$5.00 and our Common Shares are no longer lis

268、ted on a national securities exchange such as Nasdaq,our stock may be deemed apenny stock.The penny stock rules require a broker-dealer,at least two business days prior to a transaction in a penny stock nototherwise exempt from those rules,to deliver to the customer a standardized risk disclosure do

269、cument containing specifiedinformation and to obtain from the customer a signed and dated acknowledgment of receipt of that document.In addition,thepenny stock rules require that prior to effecting any transaction in a penny stock not otherwise exempt from those rules,a broker-dealer must make a spe

270、cial written determination that the penny stock is a suitable investment for the purchaser and receive:(i)thepurchasers written acknowledgment of the receipt of a risk disclosure statement;(ii)a written agreement to transactions involvingpenny stocks;and(iii)a signed and dated copy of a written suit

271、ability statement.These disclosure requirements may have the effectof reducing the trading activity in the secondary market for our Common Shares,and therefore shareholders may have difficultyselling their shares.Because we are a foreign private issuer and are exempt from certain Nasdaq corporate go

272、vernance standards applicable toU.S.issuers,you will have less protection than you would have if we were a domestic issuer.Nasdaq Listing Rules require listed companies to have,among other things,a majority of its board members be independent.As aforeign private issuer,however,we are permitted to,an

273、d we may follow home country practice in lieu of the above requirements,or we may choose to comply with the above requirement within one year of listing.The corporate governance practice in our homecountry does not require a majority of our board to consist of independent directors.Thus,although a d

274、irector must act in the bestinterests of the Company,it is possible that fewer board members will be exercising independent judgment and the level of boardoversight on the management of our company may decrease as a result.In addition,Nasdaq Listing Rules also require foreignprivate issuers to have

275、a compensation committee,a nominating/corporate governance committee composed entirely ofindependent directors,and an audit committee with a minimum of three members.We,as a foreign private issuer,are not subject tothese requirements.Nasdaq Listing Rules may require shareholder approval for certain

276、corporate matters,such as requiring thatshareholders be given the opportunity to vote on all equity compensation plans and material revisions to those plans,and certainCommon Share issuances.We intend to comply with the requirements of Nasdaq Listing Rules in determining whether shareholderapproval

277、is required on such matters and to appoint a nominating and corporate governance committee.We may,however,considerfollowing home country practice in lieu of the requirements under Nasdaq Listing Rules with respect to certain corporategovernance standards which may afford less protection to investors

278、.182025/5/21 15:00sec.gov/Archives/edgar/data/1649009/000121390025046029/ea0242872-f1_siyata.htmhttps:/www.sec.gov/Archives/edgar/data/1649009/000121390025046029/ea0242872-f1_siyata.htm29/65 We may issue additional debt and equity securities,which are senior to our Common Shares as to distributions

279、and inliquidation,which could materially adversely affect the market price of our Common Shares.In the future,we may attempt to increase our capital resources by entering into additional debt or debt-like financing that is securedby all or up to all of our assets,or issuing debt or equity securities

280、,which could include issuances of commercial paper,medium-term notes,senior notes,subordinated notes or shares.In the event of our liquidation,our lenders and holders of our debt securitieswould receive a distribution of our available assets before distributions to our shareholders.Any additional pr

281、eferred securities,if issued by our company,may have a preference with respect to distributions and uponliquidation,which could further limit our ability to make distributions to our common shareholders.Because our decision to incurdebt and issue securities in our future offerings will depend on mar

282、ket conditions and other factors beyond our control,we cannotpredict or estimate the amount,timing or nature of our future offerings and debt financing.Further,market conditions could require us to accept less favorable terms for the issuance of our securities in the future.Thus,youwill bear the ris

283、k of our future offerings reducing the value of your common shares and diluting your interest in us.In addition,wecan change our leverage strategy from time to time without approval of holders of our common shares,which could materiallyadversely affect the market share price of our common shares.We

284、are governed by the corporate laws of British Columbia,Canada which in some cases have a different effect onshareholders than the corporate laws of the United States.We are governed by the Business Corporations Act(British Columbia)(the“Business Corporations Act”)and other relevant laws,which may af

285、fect the rights of shareholders differently than those of a company governed by the laws of a U.S.jurisdiction,andmay,together with our charter documents,have the effect of delaying,deferring or discouraging another party from acquiringcontrol of our company by means of a tender offer,a proxy contes

286、t or otherwise,or may affect the price an acquiring party wouldbe willing to offer in such an instance.The material differences between the Business Corporations Act and Delaware GeneralCorporation Law(the“DGCL”)that may have the greatest such effect include,but are not limited to,the following:(i)f

287、or certaincorporate transactions(such as mergers and amalgamations or amendments to our articles)the Business Corporations Act generallyrequires the voting threshold to be a special resolution approved by 6623%of shareholders,or as set out in the articles,asapplicable,whereas DGCL generally only req

288、uires a majority vote;and(ii)under the Business Corporations Act a holder of 5%ormore of our common shares can requisition a special meeting of shareholders,whereas such right does not exist under the DGCL.We cannot predict whether investors will find our company and our common shares less attractiv

289、e because we are governed byforeign laws.U.S.holders of the Companys shares may suffer adverse tax consequences if we are characterized as a passive foreigninvestment company.The rules governing“passive foreign investment companies”(“PFICs”)can have adverse effects on U.S.Holders(as definedbelow in“

290、Material U.S.Federal Income Tax Considerations”)for U.S.federal income tax purposes.Generally,if,for any taxableyear,at least 75%of our gross income is passive income,or at least 50%of the value of our assets(generally,using a quarterlyaverage)is attributable to assets that produce passive income or

291、 are held for the production of passive income(including cash),wewould be characterized as a PFIC for U.S.federal income tax purposes.The determination of whether we are a PFIC,which mustbe made annually after the close of each taxable year,depends on the particular facts and circumstances and may a

292、lso be affectedby the application of the PFIC rules,which are subject to differing interpretations.Our status as a PFIC will depend on thecomposition of our income and the composition and value of our assets(including goodwill and other intangible assets),which willbe affected by how,and how quickly

293、,we spend any cash that is raised in this offering or in any other subsequent financingtransaction.192025/5/21 15:00sec.gov/Archives/edgar/data/1649009/000121390025046029/ea0242872-f1_siyata.htmhttps:/www.sec.gov/Archives/edgar/data/1649009/000121390025046029/ea0242872-f1_siyata.htm30/65 If we are a

294、 PFIC,a U.S.Holder would be subject to adverse U.S.federal income tax consequences,such as ineligibility for certainpreferred tax rates on capital gains or on actual or deemed dividends,interest charges on certain taxes treated as deferred,andadditional reporting requirements under U.S.federal incom

295、e tax laws and regulations.A U.S.Holder may in certain circumstancesmitigate adverse tax consequences of the PFIC rules by filing an election to treat the PFIC as a qualified electing fund,or QEF,or,if shares of the PFIC are“marketable stock,”which such term includes the Common Shares,for purposes o

296、f the PFIC rules,bymaking a mark-to-market election with respect to the shares of the PFIC.U.S.Holders should be aware that,for each tax year,ifany,that we are a PFIC,we can provide no assurances that we will satisfy the record keeping requirements of a PFIC,or that wewill make available to U.S.Hold

297、ers the information such U.S.Holders require to make a QEF election with respect to us,and as aresult,a QEF election may not be available to U.S.Holders.For more information,see the discussion below under“Material U.S.Federal Income Tax ConsiderationsPassive Foreign Investment Company Considerations

298、.”You should consult your own taxadvisors regarding the potential consequences to you if we were or were to become a PFIC,including the availability,andadvisability,of,and procedure for making,QEF elections and mark-to-market elections.The unfavorable outcome of any future litigation,arbitration or

299、administrative action could have a significant adverse impacton our financial condition or results of operations.From time to time,we are a party to litigation,arbitration,or administrative actions.Our financial results and reputation could benegatively impacted by unfavorable outcomes to any future

300、 litigation or administrative actions,including those related to theForeign Corrupt Practices Act,the U.K.Bribery Act,or other anti-corruption laws.There can be no assurances as to the favorableoutcome of any litigation or administrative proceedings.In addition,it can be very costly to defend litiga

301、tion or administrativeproceedings and these costs could negatively impact our financial results.If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business,ourstock price and trading volume could decline.The trading market for our secur

302、ities will depend in part on the research and reports that securities or industry analysts publishabout us or our business.Securities and industry analysts do not currently,and may never,publish research on our company.If nosecurities or industry analysts commence coverage of our company,the trading

303、 price for our securities would likely be negativelyimpacted.In the event securities or industry analysts initiate coverage,if one or more of the analysts who covers us downgrades ourstock or publishes inaccurate or unfavorable research about our business,our stock price may decline.If one or more o

304、f theseanalysts ceases coverage of our company or fails to publish reports on us regularly,demand for our securities could decrease,which might cause our stock price and trading volume to decline.We may lose our foreign private issuer status in the future,which could result in significant additional

305、 costs and expenses.As discussed above,we are a foreign private issuer,and therefore,we are not required to comply with all of the periodic disclosureand current reporting requirements of the Securities Exchange Act of 1934,as amended,or the Exchange Act.In the future,wewould lose our foreign privat

306、e issuer status if(i)more than 50%of our outstanding voting securities are owned by U.S.residentsand(ii)a majority of our directors or executive officers are U.S.citizens or residents,or we fail to meet additional requirementsnecessary to avoid loss of foreign private issuer status.If we lose our fo

307、reign private issuer status,we will be required to file withthe SEC periodic reports and registration statements on U.S.domestic issuer forms,which are more detailed and extensive than theforms available to a foreign private issuer.We will also have to mandatorily comply with U.S.federal proxy requi

308、rements,and ourofficers,directors and principal shareholders will become subject to the short-swing profit disclosure and recovery provisions ofSection 16 of the Exchange Act.In addition,we will lose our ability to rely upon exemptions from certain corporate governancerequirements under the listing

309、rules of the Nasdaq Capital Market.As a U.S.listed public company that is not a foreign privateissuer,we will incur significant additional legal,accounting and other expenses that we will not incur as a foreign private issuer.We are an“emerging growth company,”and any decision on our part to comply

310、only with certain reduced reporting anddisclosure requirements applicable to emerging growth companies could make our common shares less attractive to investors.We are an“emerging growth company,”as defined in the federal securities laws.For as long as we continue to be an“emerginggrowth company,”we

311、 may choose to take advantage of exemptions from various reporting requirements applicable to other publiccompanies that are not“emerging growth companies,”including,but not limited to,not being required to have our independentregistered public accounting firm audit our internal control over financi

312、al reporting under Section 404 of the Sarbanes-Oxley Act of2002,reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements andexemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of

313、any golden parachute payments not previously approved.We can remain an“emerging growth company”for up to five fiscal yearsfrom the completion of our initial public offering in September 2020,although,if we have more than US$1.235 billion in annualrevenue,if the market value of our common shares held

314、 by non-affiliates exceeds US$700 million as of June 30 of any year,or weissue more than US$1.0 billion of non-convertible debt over a three-year period before the end of that five-year period,we wouldcease to be an“emerging growth company”as of the following December 31.Investors could find our com

315、mon shares lessattractive if we choose to rely on these exemptions.If some investors find our common shares less attractive as a result of any2025/5/21 15:00sec.gov/Archives/edgar/data/1649009/000121390025046029/ea0242872-f1_siyata.htmhttps:/www.sec.gov/Archives/edgar/data/1649009/000121390025046029

316、/ea0242872-f1_siyata.htm31/65choices to reduce future disclosure,there may be a less active trading market for our common shares and our share price may bemore volatile.We have elected not to take advantage of the extended transition period allowed for emerging growth companies forcomplying with new

317、 or revised accounting guidance as allowed by Section 7(a)(2)(B)of the Securities Act.202025/5/21 15:00sec.gov/Archives/edgar/data/1649009/000121390025046029/ea0242872-f1_siyata.htmhttps:/www.sec.gov/Archives/edgar/data/1649009/000121390025046029/ea0242872-f1_siyata.htm32/65 We incur significant inc

318、reased costs as a result of operating as a public company in the United States,and our management isrequired to devote substantial time to new compliance initiatives.As a public company in the United States,we incur significant legal,accounting and other expenses that we did not incurpreviously.We a

319、re subject to the reporting requirements of the Securities Exchange Act of 1934,as amended,which requires,among other things,that we file with the SEC annual,quarterly and current reports with respect to our business and financialcondition.In addition,the Sarbanes-Oxley Act,as well as rules subseque

320、ntly adopted by the SEC and Nasdaq to implementprovisions of the Sarbanes-Oxley Act,impose significant requirements on public companies,including requiring establishment andmaintenance of effective disclosure and financial controls and changes in corporate governance practices.Further,in July 2010,t

321、heDodd-Frank Wall Street Reform and Consumer Protection Act,or the Dodd-Frank Act,was enacted.There are significant corporategovernance and executive-compensation-related provisions in the Dodd-Frank Act that require the SEC to adopt additional rulesand regulations in these areas.Recent legislation

322、permits emerging growth companies to implement many of these requirementsover a longer period and up to five years from the pricing of their initial public offering.We intend to take advantage of this newlegislation but cannot assure you that we will not be required to implement these requirements s

323、ooner than planned and therebyincur unexpected expenses.Stockholder activism,the current political environment and the current high level of governmentintervention and regulatory reform may lead to substantial new regulations and disclosure obligations,which may lead to additionalcompliance costs an

324、d impact the manner in which we operate our business in ways we cannot currently anticipate.We expect the rules and regulations applicable to public companies to substantially increase our legal and financial compliancecosts and to make some activities more time-consuming and costly.If these require

325、ments divert the attention of our managementand personnel from other business concerns,they could have a material adverse effect on our business,financial condition andresults of operations.The increased costs will decrease our net income or increase our consolidated net loss and may require us tore

326、duce costs in other areas of our business or increase the prices of our products or services.For example,we expect these rules andregulations to make it more difficult and more expensive for us to obtain director and officer liability insurance and we may berequired to incur substantial costs to mai

327、ntain the same or similar coverage.We cannot predict or estimate the amount or timing ofadditional costs we may incur to respond to these requirements.The impact of these requirements could also make it more difficultfor us to attract and retain qualified persons to serve on our board of directors,o

328、ur board committees or as executive officers.If we fail to maintain proper and effective internal controls,our ability to produce accurate financial statements on a timelybasis could be impaired.We are subject to the reporting requirements of the Securities Exchange Act of 1934,as amended,the Sarban

329、es-Oxley Act and therules and regulations of Nasdaq.The Sarbanes-Oxley Act requires,among other things,that we maintain effective disclosurecontrols and procedures and internal controls over financial reporting.Internal control over financial reporting is a processdesigned to provide reasonable assu

330、rance regarding the reliability of financial reporting and the preparation of financial statementsin accordance with International Financial Reporting Standards.In connection with the audit of our consolidated financial statements for the years ended December 31,2024,2023 and 2022,ourindependent reg

331、istered public accountants identified 3,3,and 4 material weaknesses,respectively,in our internal control overfinancial reporting.We have taken steps to remediate these material weaknesses,and to further strengthen our accounting staff and internal controls,asdescribed above.These measures have only

332、partially remediated the material weaknesses identified in 2024 and 2023 as discussedabove.We cannot be certain that other material weaknesses and control deficiencies will not be discovered in the future.Anyfailure to maintain internal control over financial reporting could severely inhibit our abi

333、lity to accurately report our financialcondition or results of operations.If our efforts are not successful or other material weaknesses or control deficiencies occur in thefuture,we may be unable to report our financial results accurately on a timely basis or help prevent fraud,which could cause ourreported financial results to be materially misstated and result in the loss of investor confidence