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    SEC Form F-1MEF filed by Siyata Mobile Inc.

    4/29/25 4:05:36 PM ET
    $SYTA
    Telecommunications Equipment
    Telecommunications
    Get the next $SYTA alert in real time by email
    F-1MEF 1 formf-1mef.htm

     

    As filed with the U.S. Securities and Exchange Commission on April 29, 2025

    Registration No. 333-

     

     

     

    UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION

    WASHINGTON, D.C. 20549

     

    FORM F-1
    REGISTRATION STATEMENT UNDER
    THE 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 of
    incorporation or organization)
      (Primary Standard Industrial
    Classification Code Number)
      (I.R.S. Employer
    Identification Number)

     

    7404 King George Blvd., Suite 200, King’s Cross

    Surrey, British Columbia V3W 1N6, Canada

    (514) 500-1181

    (Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

     

    Cogency Global Inc.

    122 East 42nd Street, 18th Floor

    New 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 to:

     

    Sichenzia Ross Ference Carmel LLP

    1185 Avenue of the Americas, 31st Floor

    New York, NY 10036

    (212) 930-9700

     

    Copies to:

     

    Ross David Carmel, Esq.

    Thiago Spercel, Esq.

    Mohit Agrawal, Esq.

    Sichenzia Ross Ference Carmel LLP

    1185 Avenue of the Americas, 31st Floor

    New York, NY 10036

    Tel: (212) 930-9700

    Fax: (212) 930 9725

     

    Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes 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 under the Securities Act of 1933, check 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 check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒ (File No. 333-284396)

     

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

     

    If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

     

    Indicate 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 the registrant has elected not to use the extended transition period for comply with any new or revised financial accounting standards† provided 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 Standards Board 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 effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to such Section 8(a), may determine.

     

     

     

     

     

     

    EXPLANATORY NOTE

    AND

    INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

     

    This Registration Statement (the “Registration Statement”) is being filed with the Securities and Exchange Commission (the “Commission”) with respect to the registration of additional shares of common shares, no par value per share, of Siyata Mobile Inc. (the “Registrant”), pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Securities Act”). This Registration Statement incorporates by reference the contents of, including all amendments and exhibits thereto, the Registration Statement on Form F-1, as amended (File No. 333-284396) (collectively, the “Prior Registration Statement”), which the Commission declared effective on January 27, 2025. This Registration Statement is being filed solely for the purpose of increasing the number of shares to be offered under the Equity Line of Credit (as defined in the Registration Statement) by 547,859 shares of common shares. The additional shares of common shares that are being registered for sale are in an amount and at a price that together represent no more than 20% of the maximum aggregate offering price set forth in the Calculation of Registration Fee table contained in the Prior Registration Statement.

     

    The required opinion and consents are listed on the Exhibit Index attached hereto and filed herewith.

     

    EXHIBIT INDEX

     

    Exhibit No.   Description
    5.1   Opinion of CC Corporate Counsel Professional Corporation
    5.2   Opinion of Opinion of Sichenzia Ross Ference Carmel LLP
    23.1   Consent of Barzily and Co., CPA’s
    23.2   Consent of CC Corporate Counsel Professional Corporation (included in Exhibit 5.1)
    23.3   Consent of Sichenzia Ross Ference Carmel LLP (included in Exhibit 5.2)
    24.1   Power of Attorney (included on the signature page of this registration statement)
    107   Exhibit Filing Fees

     

     

     

     

    SIGNATURES

     

    Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Montreal, Quebec, Canada, on this 29th day of April, 2025.

     

      SIYATA MOBILE INC.
       
      By: /s/ Marc Seelenfreund
       

    Marc Seelenfreund

    Chief Executive Officer and Director

     

    POWER OF ATTORNEY

     

    KNOW ALL BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Marc Seelenfreund or Gerald Bernstein as his true and lawful attorney-in-fact and agent, with the full power of substitution, for him and in his name, place or stead, in any and all capacities, to sign any and all amendments to this registration statement (including post-effective amendments), and to sign any registration statement for the same offering covered by this registration statement that is to be effective upon filing pursuant to Rule 462 promulgated under the Securities Act, and all post-effective amendments thereto, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agents or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     

    Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

     

    SIGNATURE   TITLE   DATE
             
    /s/ Marc Seelenfreund   Chief Executive Officer and Director   April 29, 2025
    Marc Seelenfreund   (principal executive officer)    
             
    /s/ Gerald Bernstein   Chief Financial Officer (principal financial   April 29, 2025
    Gerald Bernstein   and accounting officer)    
             
    /s/ Gary Herman   Chairman of the Board, and Director   April 29, 2025
    Gary Herman        
             
    /s/ Lourdes Felix   Director   April 29, 2025
    Lourdes Felix        
             
    /s/ Campbell Becher   Director   April 29, 2025
    Campbell Becher        

     

    SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

     

    Pursuant to the Securities Act of 1933 as amended, the undersigned, the duly authorized representative in the United States of America of Siyata Mobile Inc., has signed this registration statement on April 29, 2025.

     

      Authorized U.S. Representative
       
      /s/ Colleen A. De Vries
      Name: Colleen A. De Vries
      Title: Senior Vice-President on behalf of Cogency Global Inc.

     

     

     

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