SYTAW Siyata Mobile Inc

As filed with the U.S. Securities and Exchange Commission on January 6, 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. 333-282880)

 

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. 333-282880) (collectively, the “Prior Registration Statement”), which the Commission declared effective on November 13, 2024, and a post-effective amendment to the Prior Registration Statement, which the Commission subsequently declared effective on November 20, 2024. 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 111,891 shares of common shares (adjusted for the 1-for-10 reverse share split, effected on December 27, 2024). 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 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 6^th day of January, 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		January 6, 2025
Marc Seelenfreund		(principal executive officer)
/s/ Gerald Bernstein		Chief Financial Officer (principal financial		January 6, 2025
Gerald Bernstein		and accounting officer)
/s/ Gary Herman		Chairman of the Board, and Director		January 6, 2025
Gary Herman
/s/ Lourdes Felix		Director		January 6, 2025
Lourdes Felix
/s/ Campbell Becher		Director		January 6, 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 January 6, 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.

 

 

Exhibit 5.1

 

 

January 6, 2025

 

Siyata Mobile Inc.

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

Surrey British Columbia

V3W 1N6, Canada

 

Re: Siyata Mobile Inc. – Form F-1 Registration Statement

 

We have acted as Canadian legal counsel to Siyata Mobile Inc., a British Columbia corporation (the “Company”), in connection with (i) the Registration Statement on Form F-1 (File No. 333-282880) (as amended, including post-effectively, through the date hereof, the “Initial Registration Statement”) filed by the Company with the Securities and Exchange Commission (the “Commission”) under the United States Securities Act of 1933, as amended (the “Securities Act”), and (ii) the second Registration Statement on Form F-1 filed by the Company pursuant to Rule 462(b) under the Securities Act (the “462(b) Registration Statement,” and together with the Initial Registration Statement, the “Registration Statement”). This opinion letter is furnished to you in connection with the filing of the 462(b) Registration Statement, relating to the registration of up to 111,891 shares of the common shares, no par value per share, of the Company, which includes shares issuable under the equity purchase agreement dated October 21, 2024 (the “EPA”) entered into by and between the Company and the selling shareholder as identified in the Initial Registration Statement.

 

In connection with this opinion, we have reviewed and relied upon the Registration Statement, the 462(b) Registration Statement, the Company’s Notice of Articles, the Company’s Articles, records of the Company’s corporate proceedings in connection with the EPA, and such other documents, records, certificates, memoranda and other instruments as we deem necessary as a basis for this opinion. With respect to the foregoing documents, we have assumed: (i) the authenticity of all records, documents, and instruments submitted to us as originals; (ii) the genuineness of all signatures on all agreements, instruments and other documents submitted to us; (iii) the legal capacity and authority of all persons or entities (other than the Company) executing all agreements, instruments or other documents submitted to us; (iv) the authenticity and the conformity to the originals of all records, documents, and instruments submitted to us as copies; (v) that the statements contained in the certificates and comparable documents of public officials, officers and representatives of the Company and other persons on which we have relied for purposes of this opinion are true and correct; and (vi) the due authorization, execution and delivery of all agreements, instruments and other documents by all parties thereto (other than the due authorization, execution and delivery of each such agreement, instrument and document by the Company). We have also obtained from officers of the Company certificates as to certain factual matters and, insofar as this opinion is based on matters of fact, we have relied on such certificates without independent investigation.

 

 

 

888.476.5291

www.corpcounsel.ca

CC Corporate Counsel Professional Corporation

20 Great Gulf Dr., Suite 14, Vaughan, Ontario, L4K 0K7

 

 

Our opinion is limited to Canadian securities laws and the law of the Province of British Columbia, including all applicable provisions of the British Columbia Business Corporations Act. We have not considered, and have not expressed any opinion with regard to, or as to the effect of, any other law, rule, or regulation, state or federal, applicable to the Company. In particular, we express no opinion as to United States federal securities laws.

 

This opinion is rendered to you in connection with the filing of the Registration Statement. This opinion may not be relied upon for any other purpose, or furnished to, quoted or relied upon by any other person, firm or corporation for any purpose, without our prior written consent.

 

We hereby consent to your filing this opinion as an exhibit to the 462(b) Registration Statement and to the use of our name therein and in the related prospectus under the caption “Legal Matters.” In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.

 

Yours very truly,

 

/signed/ CC Corporate Counsel Professional Corporation

 

 

 

 

 

Exhibit 5.2

 

 

January 6, 2025

 

Siyata Mobile Inc.

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

Surrey, British Columbia V3W 1N6, Canada

 

Re: Siyata Mobile Inc. - Registration Statement on Form F-1

 

Ladies and Gentlemen:

 

We have acted as counsel to Siyata Mobile Inc., a company incorporated under the laws of the Province of British Columbia, Canada (the “Company”), in connection with (i) the Registration Statement on Form F-1 (File No. 333-282880) (as amended, including post-effectively, through the date hereof, the “Initial Registration Statement”) filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), and (ii) the second Registration Statement on Form F-1 filed by the Company pursuant to Rule 462(b) under the Securities Act (the “462(b) Registration Statement,” and together with the Initial Registration Statement, the “Registration Statement”). This opinion letter is furnished to you in connection with the filing of the 462(b) Registration Statement, relating to the registration of up to 111,891 shares of the common shares, no par value per share, of the Company, which includes shares issuable under the equity purchase agreement dated October 21, 2024 (the “EPA”) entered into by and between the Company and the selling shareholder as identified in the Initial Registration Statement.

 

We are acting as U.S. securities counsel for the Company in connection with the Registration Statement. We have examined the Registration Statement, and the EPA and have also examined and relied upon such other documents as we have deemed necessary for purposes of rendering the opinion hereinafter set forth.

 

In our examination of the foregoing documents, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as copies, the authenticity of the originals of such latter documents and the legal competence of all signatories to such documents. We are rendering this opinion as to New York law. We are admitted to practice in the State of New York, and we express no opinion as to any matters governed by any law other than the law of the State of New York. In particular, we do not purport to pass on any matter governed by the laws of Canada.

 

The opinion set forth herein is rendered as of the date hereof, and we assume no obligation to update such opinion to reflect any facts or circumstances which may hereafter come to our attention or any changes in the law which may hereafter occur (which may have retroactive effect). In addition, the foregoing opinions are qualified to the extent that (a) enforceability may be limited by and be subject to general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law (including, without limitation, concepts of notice and materiality), and by bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ and debtors’ rights generally (including, without limitation, any state or federal law in respect of fraudulent transfers); and (b) no opinion is expressed herein as to compliance with or the effect of federal or state securities or blue sky laws.

 

 

 

 

 

This opinion is rendered to you in connection with the filing of the Registration Statement. This opinion may not be relied upon for any other purpose, or furnished to, quoted or relied upon by any other person, firm or corporation for any purpose, without our prior written consent.

 

We hereby consent to your filing this opinion as an exhibit to the 462(b) Registration Statement and to the use of our name therein and in the related prospectus under the caption “Legal Matters.” In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.

 

	Very truly yours,
	/s/ Sichenzia Ross Ference Carmel LLP
	Sichenzia Ross Ference Carmel LLP

 

 

 

 

  

1185 AVENUE OF THE AMERICAS | 31ST FLOOR | NEW YORK, NY | 10036

T (212) 930-9700 | F (212) 930-9725 | WWW.SRFC.LAW

 

 

Exhibit 23.1

 

 

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We consent to the use in this Registration Statement on Form F-1 of our report dated April 3, 2024, relating to the consolidated financial statements of Siyata Mobile Inc., which is part of this Registration Statement.

 

We also consent to the reference to us under the caption “Experts” in the Registration Statement.

 

/s/ Barzily and Co.

 

Barzily and Co.

Certified Public Accountants (Isr)

 

Jerusalem, Israel

January 6, 2025

 

Exhibit 107

 

Calculation of Filing Fee Tables

 

Form F-1

 

Siyata Mobile Inc.

(Exact Name of Registrant as Specified in its Charter)

 

Table 1: Newly Registered and Carry Forward Securities

 

		Security Type		Security Class Title(1)		Fee Calculation Rule			Amount Registered				Proposed Maximum Offering Price Per Share				Maximum Aggregate Offering				Fee Rate				Amount of Registration Fee
Fees to Be Paid		Equity		Common Share, no par value per share		457(c)				111,891	(1)		$	13.00	(2)		$	1,454,583.00				0.00015310			$	222.70	(3)
				Total Offering Amounts													$	1,454,583.00				0.00015310			$	222.70
				Total Fees Previously Paid
				Total Fee Offsets
				Net Fee Due																					$	222.70

 

1.

Represents only the additional number of the Registrant’s Common Shares being registered. Does not include the Common Shares that the Registrant previously registered on the Registration Statement on Form F-1 (File No. 333-282880) (the “Registration Statement”), which was declared effective by the Securities and Exchange Commission on November 13, 2024 and the Post Effective Amendment No.1 to the Registration Statement on Form F-1, as amended (File No. 333-282880) which was declared effective by the Securities and Exchange Commission on November 20, 2024.

2.

Calculated pursuant to Rule 457(c) under the Securities Act, based on an estimate of the proposed maximum aggregate offering price. The Registrant previously registered 559,461 Common Shares (adjusted for 1-for-10 reverse share split, effected on December 27, 2024) on the Registration Statement, for which the Registrant previously paid a filing fee of $1,113.50. In accordance with Rule 462(b) under the Securities Act, an additional amount of Common Shares having the proposed maximum aggregate offering price of $1,454,583 is hereby registered.

3.	Calculated pursuant to Rule 457 of the Securities Act by multiplying the proposed maximum aggregate offering price of securities to be registered by 0.00015310.

 

 

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