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Correspondence 0001213900-24-095453 from Core AI Holdings, Inc. (CHAI)

Core AI Holdings, Inc.
Date: Nov. 7, 2024 · CIK: 0001649009 · Accession: 0001213900-24-095453

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File numbers found in text: 333-282880

Referenced dates: November 6, 2024

Date
November 7, 2024
Author
/s/ Ross Carmel
Form
CORRESP
Company
Core AI Holdings, Inc.

Letter

Via EDGAR Division of Corporation Finance Office of Technology Attn: Mr. Uwem Bassey and Mr. Jan Woo Re: Siyata Mobile Inc. Registration Statement on Form F-1, submitted October 29, 2024 File No. 333-282880

Dear Mr. Bassey and Mr. Woo:

On behalf of Siyata Mobile Inc. (the “Company”), we have set forth below responses to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”) contained in its letter dated November 6, 2024, with respect to the Company’s Registration Statement on Form F-1 (the “Form F-1”) as noted above.

For your convenience, the text of the Staff’s comments is set forth below in italics, followed in each case by the Company’s response(s). Please note that all references to page numbers in the responses are references to the page numbers in Amendment No. 1 to the Form F-1 (the “F-1/A”) submitted concurrently with the submission of this letter in response to the Staff’s comments.

Form F-1 filed October 29, 2024

Exhibits Index, page II-3

1. Please revise to provide a materially complete description of the ELOC purchase agreement including the calculation of the purchase price and assignability provisions. We note, for example, that there is a minimum pricing provision and a minimum and maximum amount of puts required as part of the agreement. We also note that the agreement cannot be assigned.

Response: In response to the Staff’s comment, the Company has revised its disclosure to the ELOC purchase agreement in the F-1/A.

We trust that the above is responsive to your comments.

Should you have any questions relating to the foregoing or wish to discuss any aspect of the Company’s filing, please contact me at 646-838-1310.

Sincerely,
/s/ Ross Carmel

Show Raw Text
CORRESP
1
filename1.htm

November 7, 2024

Via EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

100 F Street, N.E.

Washington, D.C. 20549

    Attn:
    Mr. Uwem Bassey and Mr. Jan Woo

    Re:
    Siyata Mobile Inc.

    Registration Statement on Form F-1, submitted October 29, 2024

    File No. 333-282880

Dear Mr. Bassey and Mr. Woo:

On behalf of Siyata Mobile Inc. (the “Company”),
we have set forth below responses to the comments of the staff (the “Staff”) of the Securities and Exchange Commission
(the “SEC”) contained in its letter dated November 6, 2024, with respect to the Company’s Registration Statement
on Form F-1 (the “Form F-1”) as noted above.

For your convenience, the text of the Staff’s
comments is set forth below in italics, followed in each case by the Company’s response(s). Please note that all references to page
numbers in the responses are references to the page numbers in Amendment No. 1 to the Form F-1 (the “F-1/A”) submitted
concurrently with the submission of this letter in response to the Staff’s comments.

Form F-1 filed October 29, 2024

Exhibits Index, page II-3

1. Please revise to provide a materially complete
description of the ELOC purchase agreement including the calculation of the purchase price and assignability provisions. We note, for
example, that there is a minimum pricing provision and a minimum and maximum amount of puts required as part of the agreement. We also
note that the agreement cannot be assigned.

Response: In response to the Staff’s
comment, the Company has revised its disclosure to the ELOC purchase agreement in the F-1/A.

We trust that the above is responsive to your
comments.

Should you have any questions relating to the
foregoing or wish to discuss any aspect of the Company’s filing, please contact me at 646-838-1310.

    Sincerely,

    /s/ Ross Carmel

    Ross Carmel, Esq.

    Sichenzia Ross Ference Carmel LLP

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