SEC Comment Letter 0000000000-23-011399 to Core AI Holdings, Inc. (CHAI)
Core AI Holdings, Inc.
Date: Oct. 18, 2023 · CIK: 0001649009 · Accession: 0000000000-23-011399
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-274927
Letter
United States securities and exchange commission logo October 18, 2023 Gerald Bernstein Chief Financial Officer 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 S-1 Filed October 10, 2023 File No. 333-274927 Dear Gerald Bernstein: We have conducted a limited review of your registration statement and have the following comment. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments. Form S-1 filed October 10, 2023 Cover Page 1.Please revise your cover page to disclose the volume of securities you will be offering on a best-efforts basis as required by Item 501(b)(2) of Regulation S-K. Given that this is a best-efforts, no minimum offering in which your placement agent is not required to arrange for the purchase and sale of any specific number or dollar amount of shares and that you may not sell the entire amount of common stock and warrants being offered, please delete references to the total amount of proceeds you may receive from the offering on the cover page of the prospectus. Also, please include a statement on the cover page that you may not sell all of the shares of common stock in this offering. Finally, please ensure the legal opinion references the total number of shares being offered rather than a dollar amount. For additional guidance, refer to Securities Act Rules Compliance and Disclosure Interpretations 227.02
FirstName LastNameGerald Bernstein Comapany NameSiyata Mobile Inc. October 18, 2023 Page 2 FirstName LastName Gerald Bernstein Siyata Mobile Inc. October 18, 2023 Page 2 We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. Please contact Mariam Mansaray at 202-551-5176 or Matthew Derby at 202-551-3334 with any other questions. Sincerely, Division of Corporation Finance Office of Technology cc: Ross Carmel, Esq.
Show Raw Text
United States securities and exchange commission logo
October 18, 2023
Gerald Bernstein
Chief Financial Officer
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 S-1
Filed October 10, 2023
File No. 333-274927
Dear Gerald Bernstein:
We have conducted a limited review of your registration statement and have the
following comment.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Form S-1 filed October 10, 2023
Cover Page
1.Please revise your cover page to disclose the volume of securities you will be offering on
a best-efforts basis as required by Item 501(b)(2) of Regulation S-K. Given that this is a
best-efforts, no minimum offering in which your placement agent is not required to
arrange for the purchase and sale of any specific number or dollar amount of shares and
that you may not sell the entire amount of common stock and warrants being offered,
please delete references to the total amount of proceeds you may receive from the offering
on the cover page of the prospectus. Also, please include a statement on the cover page
that you may not sell all of the shares of common stock in this offering. Finally, please
ensure the legal opinion references the total number of shares being offered rather than a
dollar amount. For additional guidance, refer to Securities Act Rules Compliance and
Disclosure Interpretations 227.02
FirstName LastNameGerald Bernstein
Comapany NameSiyata Mobile Inc.
October 18, 2023 Page 2
FirstName LastName
Gerald Bernstein
Siyata Mobile Inc.
October 18, 2023
Page 2
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
Please contact Mariam Mansaray at 202-551-5176 or Matthew Derby at 202-551-3334
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc: Ross Carmel, Esq.