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Letter Text
Core AI Holdings, Inc.
Orphan - no UPLOAD in window
1 company response(s)
Low - unmatched response
Core AI Holdings, Inc.
Response Received
1 company response(s)
High - file number match
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Core AI Holdings, Inc.
Response Received
1 company response(s)
Medium - date proximity
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Core AI Holdings, Inc.
Response Received
1 company response(s)
High - file number match
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Core AI Holdings, Inc.
Response Received
2 company response(s)
High - file number match
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Company responded
2024-11-07
Core AI Holdings, Inc.
References: November 6, 2024
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Core AI Holdings, Inc.
Response Received
2 company response(s)
High - file number match
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Core AI Holdings, Inc.
Response Received
14 company response(s)
High - file number match
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Company responded
2024-06-18
Core AI Holdings, Inc.
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Company responded
2024-06-18
Core AI Holdings, Inc.
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2024-06-18
Core AI Holdings, Inc.
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2024-06-18
Core AI Holdings, Inc.
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2024-06-21
Core AI Holdings, Inc.
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2024-06-21
Core AI Holdings, Inc.
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2024-06-24
Core AI Holdings, Inc.
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2024-06-24
Core AI Holdings, Inc.
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2024-06-24
Core AI Holdings, Inc.
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2024-06-24
Core AI Holdings, Inc.
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2024-06-25
Core AI Holdings, Inc.
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2024-06-25
Core AI Holdings, Inc.
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2024-06-26
Core AI Holdings, Inc.
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2024-06-26
Core AI Holdings, Inc.
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Core AI Holdings, Inc.
Orphan - no UPLOAD in window
1 company response(s)
Low - unmatched response
Company responded
2024-05-07
Core AI Holdings, Inc.
Summary
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Core AI Holdings, Inc.
Orphan - no UPLOAD in window
1 company response(s)
Low - unmatched response
Company responded
2024-05-07
Core AI Holdings, Inc.
Summary
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Core AI Holdings, Inc.
Orphan - no UPLOAD in window
1 company response(s)
Low - unmatched response
Company responded
2024-05-06
Core AI Holdings, Inc.
Summary
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Core AI Holdings, Inc.
Orphan - no UPLOAD in window
1 company response(s)
Low - unmatched response
Company responded
2024-05-06
Core AI Holdings, Inc.
Summary
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Core AI Holdings, Inc.
Orphan - no UPLOAD in window
1 company response(s)
Low - unmatched response
Company responded
2024-05-02
Core AI Holdings, Inc.
Summary
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Core AI Holdings, Inc.
Orphan - no UPLOAD in window
1 company response(s)
Low - unmatched response
Company responded
2024-05-02
Core AI Holdings, Inc.
Summary
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Core AI Holdings, Inc.
Response Received
3 company response(s)
High - file number match
SEC wrote to company
2023-10-18
Core AI Holdings, Inc.
Summary
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2023-10-20
Core AI Holdings, Inc.
References: October 18, 2023
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2023-10-24
Core AI Holdings, Inc.
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2023-10-24
Core AI Holdings, Inc.
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Core AI Holdings, Inc.
Response Received
2 company response(s)
High - file number match
SEC wrote to company
2023-06-08
Core AI Holdings, Inc.
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2023-06-22
Core AI Holdings, Inc.
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Company responded
2023-06-22
Core AI Holdings, Inc.
Summary
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Core AI Holdings, Inc.
Orphan - no UPLOAD in window
1 company response(s)
Low - unmatched response
Company responded
2023-03-28
Core AI Holdings, Inc.
Summary
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Core AI Holdings, Inc.
Response Received
1 company response(s)
High - file number match
SEC wrote to company
2022-11-28
Core AI Holdings, Inc.
Summary
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2022-12-12
Core AI Holdings, Inc.
Summary
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Core AI Holdings, Inc.
Response Received
1 company response(s)
High - file number match
SEC wrote to company
2022-07-07
Core AI Holdings, Inc.
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2022-07-14
Core AI Holdings, Inc.
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Core AI Holdings, Inc.
Response Received
6 company response(s)
High - file number match
SEC wrote to company
2021-12-17
Core AI Holdings, Inc.
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2022-01-04
Core AI Holdings, Inc.
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2022-01-04
Core AI Holdings, Inc.
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2022-01-05
Core AI Holdings, Inc.
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2022-01-05
Core AI Holdings, Inc.
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2022-01-06
Core AI Holdings, Inc.
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2022-01-06
Core AI Holdings, Inc.
Summary
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Core AI Holdings, Inc.
Orphan - no UPLOAD in window
1 company response(s)
Low - unmatched response
Company responded
2021-12-02
Core AI Holdings, Inc.
Summary
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Core AI Holdings, Inc.
Awaiting Response
0 company response(s)
Medium
SEC wrote to company
2020-09-28
Core AI Holdings, Inc.
Summary
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Core AI Holdings, Inc.
Response Received
4 company response(s)
High - file number match
SEC wrote to company
2020-09-11
Core AI Holdings, Inc.
Summary
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Company responded
2020-09-15
Core AI Holdings, Inc.
References: September 11, 2020
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2020-09-21
Core AI Holdings, Inc.
References: September 11, 2020
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2020-09-23
Core AI Holdings, Inc.
Summary
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Company responded
2020-09-23
Core AI Holdings, Inc.
Summary
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Core AI Holdings, Inc.
Response Received
1 company response(s)
Medium - date proximity
SEC wrote to company
2020-08-31
Core AI Holdings, Inc.
Summary
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Company responded
2020-09-08
Core AI Holdings, Inc.
References: August 31, 2020
Summary
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Core AI Holdings, Inc.
Response Received
1 company response(s)
Medium - date proximity
SEC wrote to company
2020-07-22
Core AI Holdings, Inc.
Summary
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2020-08-24
Core AI Holdings, Inc.
References: August 19, 2020
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Core AI Holdings, Inc.
Awaiting Response
0 company response(s)
Medium
SEC wrote to company
2020-03-26
Core AI Holdings, Inc.
Summary
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Summary
| Date | Type | Company | Location | File No | Link |
|---|---|---|---|---|---|
| 2025-11-19 | Company Response | Core AI Holdings, Inc. | British Columbia, Canada | N/A | Read Filing View |
| 2025-06-23 | Company Response | Core AI Holdings, Inc. | British Columbia, Canada | N/A | Read Filing View |
| 2025-06-20 | SEC Comment Letter | Core AI Holdings, Inc. | British Columbia, Canada | 333-288063 | Read Filing View |
| 2025-05-21 | Company Response | Core AI Holdings, Inc. | British Columbia, Canada | N/A | Read Filing View |
| 2025-05-14 | SEC Comment Letter | Core AI Holdings, Inc. | British Columbia, Canada | 377-07981 | Read Filing View |
| 2025-01-27 | Company Response | Core AI Holdings, Inc. | British Columbia, Canada | N/A | Read Filing View |
| 2025-01-24 | SEC Comment Letter | Core AI Holdings, Inc. | British Columbia, Canada | 333-284396 | Read Filing View |
| 2024-11-08 | Company Response | Core AI Holdings, Inc. | British Columbia, Canada | N/A | Read Filing View |
| 2024-11-07 | Company Response | Core AI Holdings, Inc. | British Columbia, Canada | N/A | Read Filing View |
| 2024-11-06 | SEC Comment Letter | Core AI Holdings, Inc. | British Columbia, Canada | 333-282880 | Read Filing View |
| 2024-08-12 | Company Response | Core AI Holdings, Inc. | British Columbia, Canada | N/A | Read Filing View |
| 2024-08-12 | Company Response | Core AI Holdings, Inc. | British Columbia, Canada | N/A | Read Filing View |
| 2024-08-09 | SEC Comment Letter | Core AI Holdings, Inc. | British Columbia, Canada | 333-281218 | Read Filing View |
| 2024-06-26 | Company Response | Core AI Holdings, Inc. | British Columbia, Canada | N/A | Read Filing View |
| 2024-06-26 | Company Response | Core AI Holdings, Inc. | British Columbia, Canada | N/A | Read Filing View |
| 2024-06-25 | Company Response | Core AI Holdings, Inc. | British Columbia, Canada | N/A | Read Filing View |
| 2024-06-25 | Company Response | Core AI Holdings, Inc. | British Columbia, Canada | N/A | Read Filing View |
| 2024-06-24 | Company Response | Core AI Holdings, Inc. | British Columbia, Canada | N/A | Read Filing View |
| 2024-06-24 | Company Response | Core AI Holdings, Inc. | British Columbia, Canada | N/A | Read Filing View |
| 2024-06-24 | Company Response | Core AI Holdings, Inc. | British Columbia, Canada | N/A | Read Filing View |
| 2024-06-24 | Company Response | Core AI Holdings, Inc. | British Columbia, Canada | N/A | Read Filing View |
| 2024-06-21 | Company Response | Core AI Holdings, Inc. | British Columbia, Canada | N/A | Read Filing View |
| 2024-06-21 | Company Response | Core AI Holdings, Inc. | British Columbia, Canada | N/A | Read Filing View |
| 2024-06-18 | Company Response | Core AI Holdings, Inc. | British Columbia, Canada | N/A | Read Filing View |
| 2024-06-18 | Company Response | Core AI Holdings, Inc. | British Columbia, Canada | N/A | Read Filing View |
| 2024-06-18 | Company Response | Core AI Holdings, Inc. | British Columbia, Canada | N/A | Read Filing View |
| 2024-06-18 | Company Response | Core AI Holdings, Inc. | British Columbia, Canada | N/A | Read Filing View |
| 2024-06-12 | SEC Comment Letter | Core AI Holdings, Inc. | British Columbia, Canada | 333-280002 | Read Filing View |
| 2024-05-07 | Company Response | Core AI Holdings, Inc. | British Columbia, Canada | N/A | Read Filing View |
| 2024-05-07 | Company Response | Core AI Holdings, Inc. | British Columbia, Canada | N/A | Read Filing View |
| 2024-05-06 | Company Response | Core AI Holdings, Inc. | British Columbia, Canada | N/A | Read Filing View |
| 2024-05-06 | Company Response | Core AI Holdings, Inc. | British Columbia, Canada | N/A | Read Filing View |
| 2024-05-02 | Company Response | Core AI Holdings, Inc. | British Columbia, Canada | N/A | Read Filing View |
| 2024-05-02 | Company Response | Core AI Holdings, Inc. | British Columbia, Canada | N/A | Read Filing View |
| 2023-10-24 | Company Response | Core AI Holdings, Inc. | British Columbia, Canada | N/A | Read Filing View |
| 2023-10-24 | Company Response | Core AI Holdings, Inc. | British Columbia, Canada | N/A | Read Filing View |
| 2023-10-20 | Company Response | Core AI Holdings, Inc. | British Columbia, Canada | N/A | Read Filing View |
| 2023-10-18 | SEC Comment Letter | Core AI Holdings, Inc. | British Columbia, Canada | N/A | Read Filing View |
| 2023-06-22 | Company Response | Core AI Holdings, Inc. | British Columbia, Canada | N/A | Read Filing View |
| 2023-06-22 | Company Response | Core AI Holdings, Inc. | British Columbia, Canada | N/A | Read Filing View |
| 2023-06-08 | SEC Comment Letter | Core AI Holdings, Inc. | British Columbia, Canada | N/A | Read Filing View |
| 2023-03-28 | Company Response | Core AI Holdings, Inc. | British Columbia, Canada | N/A | Read Filing View |
| 2022-12-12 | Company Response | Core AI Holdings, Inc. | British Columbia, Canada | N/A | Read Filing View |
| 2022-11-28 | SEC Comment Letter | Core AI Holdings, Inc. | British Columbia, Canada | N/A | Read Filing View |
| 2022-07-14 | Company Response | Core AI Holdings, Inc. | British Columbia, Canada | N/A | Read Filing View |
| 2022-07-07 | SEC Comment Letter | Core AI Holdings, Inc. | British Columbia, Canada | N/A | Read Filing View |
| 2022-01-06 | Company Response | Core AI Holdings, Inc. | British Columbia, Canada | N/A | Read Filing View |
| 2022-01-06 | Company Response | Core AI Holdings, Inc. | British Columbia, Canada | N/A | Read Filing View |
| 2022-01-05 | Company Response | Core AI Holdings, Inc. | British Columbia, Canada | N/A | Read Filing View |
| 2022-01-05 | Company Response | Core AI Holdings, Inc. | British Columbia, Canada | N/A | Read Filing View |
| 2022-01-04 | Company Response | Core AI Holdings, Inc. | British Columbia, Canada | N/A | Read Filing View |
| 2022-01-04 | Company Response | Core AI Holdings, Inc. | British Columbia, Canada | N/A | Read Filing View |
| 2021-12-17 | SEC Comment Letter | Core AI Holdings, Inc. | British Columbia, Canada | N/A | Read Filing View |
| 2021-12-02 | Company Response | Core AI Holdings, Inc. | British Columbia, Canada | N/A | Read Filing View |
| 2020-09-28 | SEC Comment Letter | Core AI Holdings, Inc. | British Columbia, Canada | N/A | Read Filing View |
| 2020-09-23 | Company Response | Core AI Holdings, Inc. | British Columbia, Canada | N/A | Read Filing View |
| 2020-09-23 | Company Response | Core AI Holdings, Inc. | British Columbia, Canada | N/A | Read Filing View |
| 2020-09-21 | Company Response | Core AI Holdings, Inc. | British Columbia, Canada | N/A | Read Filing View |
| 2020-09-15 | Company Response | Core AI Holdings, Inc. | British Columbia, Canada | N/A | Read Filing View |
| 2020-09-11 | SEC Comment Letter | Core AI Holdings, Inc. | British Columbia, Canada | N/A | Read Filing View |
| 2020-09-08 | Company Response | Core AI Holdings, Inc. | British Columbia, Canada | N/A | Read Filing View |
| 2020-08-31 | SEC Comment Letter | Core AI Holdings, Inc. | British Columbia, Canada | N/A | Read Filing View |
| 2020-08-24 | Company Response | Core AI Holdings, Inc. | British Columbia, Canada | N/A | Read Filing View |
| 2020-07-22 | SEC Comment Letter | Core AI Holdings, Inc. | British Columbia, Canada | N/A | Read Filing View |
| 2020-03-26 | SEC Comment Letter | Core AI Holdings, Inc. | British Columbia, Canada | N/A | Read Filing View |
| Date | Type | Company | Location | File No | Link |
|---|---|---|---|---|---|
| 2025-06-20 | SEC Comment Letter | Core AI Holdings, Inc. | British Columbia, Canada | 333-288063 | Read Filing View |
| 2025-05-14 | SEC Comment Letter | Core AI Holdings, Inc. | British Columbia, Canada | 377-07981 | Read Filing View |
| 2025-01-24 | SEC Comment Letter | Core AI Holdings, Inc. | British Columbia, Canada | 333-284396 | Read Filing View |
| 2024-11-06 | SEC Comment Letter | Core AI Holdings, Inc. | British Columbia, Canada | 333-282880 | Read Filing View |
| 2024-08-09 | SEC Comment Letter | Core AI Holdings, Inc. | British Columbia, Canada | 333-281218 | Read Filing View |
| 2024-06-12 | SEC Comment Letter | Core AI Holdings, Inc. | British Columbia, Canada | 333-280002 | Read Filing View |
| 2023-10-18 | SEC Comment Letter | Core AI Holdings, Inc. | British Columbia, Canada | N/A | Read Filing View |
| 2023-06-08 | SEC Comment Letter | Core AI Holdings, Inc. | British Columbia, Canada | N/A | Read Filing View |
| 2022-11-28 | SEC Comment Letter | Core AI Holdings, Inc. | British Columbia, Canada | N/A | Read Filing View |
| 2022-07-07 | SEC Comment Letter | Core AI Holdings, Inc. | British Columbia, Canada | N/A | Read Filing View |
| 2021-12-17 | SEC Comment Letter | Core AI Holdings, Inc. | British Columbia, Canada | N/A | Read Filing View |
| 2020-09-28 | SEC Comment Letter | Core AI Holdings, Inc. | British Columbia, Canada | N/A | Read Filing View |
| 2020-09-11 | SEC Comment Letter | Core AI Holdings, Inc. | British Columbia, Canada | N/A | Read Filing View |
| 2020-08-31 | SEC Comment Letter | Core AI Holdings, Inc. | British Columbia, Canada | N/A | Read Filing View |
| 2020-07-22 | SEC Comment Letter | Core AI Holdings, Inc. | British Columbia, Canada | N/A | Read Filing View |
| 2020-03-26 | SEC Comment Letter | Core AI Holdings, Inc. | British Columbia, Canada | N/A | Read Filing View |
| Date | Type | Company | Location | File No | Link |
|---|---|---|---|---|---|
| 2025-11-19 | Company Response | Core AI Holdings, Inc. | British Columbia, Canada | N/A | Read Filing View |
| 2025-06-23 | Company Response | Core AI Holdings, Inc. | British Columbia, Canada | N/A | Read Filing View |
| 2025-05-21 | Company Response | Core AI Holdings, Inc. | British Columbia, Canada | N/A | Read Filing View |
| 2025-01-27 | Company Response | Core AI Holdings, Inc. | British Columbia, Canada | N/A | Read Filing View |
| 2024-11-08 | Company Response | Core AI Holdings, Inc. | British Columbia, Canada | N/A | Read Filing View |
| 2024-11-07 | Company Response | Core AI Holdings, Inc. | British Columbia, Canada | N/A | Read Filing View |
| 2024-08-12 | Company Response | Core AI Holdings, Inc. | British Columbia, Canada | N/A | Read Filing View |
| 2024-08-12 | Company Response | Core AI Holdings, Inc. | British Columbia, Canada | N/A | Read Filing View |
| 2024-06-26 | Company Response | Core AI Holdings, Inc. | British Columbia, Canada | N/A | Read Filing View |
| 2024-06-26 | Company Response | Core AI Holdings, Inc. | British Columbia, Canada | N/A | Read Filing View |
| 2024-06-25 | Company Response | Core AI Holdings, Inc. | British Columbia, Canada | N/A | Read Filing View |
| 2024-06-25 | Company Response | Core AI Holdings, Inc. | British Columbia, Canada | N/A | Read Filing View |
| 2024-06-24 | Company Response | Core AI Holdings, Inc. | British Columbia, Canada | N/A | Read Filing View |
| 2024-06-24 | Company Response | Core AI Holdings, Inc. | British Columbia, Canada | N/A | Read Filing View |
| 2024-06-24 | Company Response | Core AI Holdings, Inc. | British Columbia, Canada | N/A | Read Filing View |
| 2024-06-24 | Company Response | Core AI Holdings, Inc. | British Columbia, Canada | N/A | Read Filing View |
| 2024-06-21 | Company Response | Core AI Holdings, Inc. | British Columbia, Canada | N/A | Read Filing View |
| 2024-06-21 | Company Response | Core AI Holdings, Inc. | British Columbia, Canada | N/A | Read Filing View |
| 2024-06-18 | Company Response | Core AI Holdings, Inc. | British Columbia, Canada | N/A | Read Filing View |
| 2024-06-18 | Company Response | Core AI Holdings, Inc. | British Columbia, Canada | N/A | Read Filing View |
| 2024-06-18 | Company Response | Core AI Holdings, Inc. | British Columbia, Canada | N/A | Read Filing View |
| 2024-06-18 | Company Response | Core AI Holdings, Inc. | British Columbia, Canada | N/A | Read Filing View |
| 2024-05-07 | Company Response | Core AI Holdings, Inc. | British Columbia, Canada | N/A | Read Filing View |
| 2024-05-07 | Company Response | Core AI Holdings, Inc. | British Columbia, Canada | N/A | Read Filing View |
| 2024-05-06 | Company Response | Core AI Holdings, Inc. | British Columbia, Canada | N/A | Read Filing View |
| 2024-05-06 | Company Response | Core AI Holdings, Inc. | British Columbia, Canada | N/A | Read Filing View |
| 2024-05-02 | Company Response | Core AI Holdings, Inc. | British Columbia, Canada | N/A | Read Filing View |
| 2024-05-02 | Company Response | Core AI Holdings, Inc. | British Columbia, Canada | N/A | Read Filing View |
| 2023-10-24 | Company Response | Core AI Holdings, Inc. | British Columbia, Canada | N/A | Read Filing View |
| 2023-10-24 | Company Response | Core AI Holdings, Inc. | British Columbia, Canada | N/A | Read Filing View |
| 2023-10-20 | Company Response | Core AI Holdings, Inc. | British Columbia, Canada | N/A | Read Filing View |
| 2023-06-22 | Company Response | Core AI Holdings, Inc. | British Columbia, Canada | N/A | Read Filing View |
| 2023-06-22 | Company Response | Core AI Holdings, Inc. | British Columbia, Canada | N/A | Read Filing View |
| 2023-03-28 | Company Response | Core AI Holdings, Inc. | British Columbia, Canada | N/A | Read Filing View |
| 2022-12-12 | Company Response | Core AI Holdings, Inc. | British Columbia, Canada | N/A | Read Filing View |
| 2022-07-14 | Company Response | Core AI Holdings, Inc. | British Columbia, Canada | N/A | Read Filing View |
| 2022-01-06 | Company Response | Core AI Holdings, Inc. | British Columbia, Canada | N/A | Read Filing View |
| 2022-01-06 | Company Response | Core AI Holdings, Inc. | British Columbia, Canada | N/A | Read Filing View |
| 2022-01-05 | Company Response | Core AI Holdings, Inc. | British Columbia, Canada | N/A | Read Filing View |
| 2022-01-05 | Company Response | Core AI Holdings, Inc. | British Columbia, Canada | N/A | Read Filing View |
| 2022-01-04 | Company Response | Core AI Holdings, Inc. | British Columbia, Canada | N/A | Read Filing View |
| 2022-01-04 | Company Response | Core AI Holdings, Inc. | British Columbia, Canada | N/A | Read Filing View |
| 2021-12-02 | Company Response | Core AI Holdings, Inc. | British Columbia, Canada | N/A | Read Filing View |
| 2020-09-23 | Company Response | Core AI Holdings, Inc. | British Columbia, Canada | N/A | Read Filing View |
| 2020-09-23 | Company Response | Core AI Holdings, Inc. | British Columbia, Canada | N/A | Read Filing View |
| 2020-09-21 | Company Response | Core AI Holdings, Inc. | British Columbia, Canada | N/A | Read Filing View |
| 2020-09-15 | Company Response | Core AI Holdings, Inc. | British Columbia, Canada | N/A | Read Filing View |
| 2020-09-08 | Company Response | Core AI Holdings, Inc. | British Columbia, Canada | N/A | Read Filing View |
| 2020-08-24 | Company Response | Core AI Holdings, Inc. | British Columbia, Canada | N/A | Read Filing View |
2025-11-19 - CORRESP - Core AI Holdings, Inc.
CORRESP 1 filename1.htm CORE AI HOLDINGS, INC. 25 SE 2 nd Avenue, Suite 550 Miami, FL 33131 November 19, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Re: Core AI Holdings, Inc. Registration Statement on Form F-3, File No. 333-291487 REQUEST FOR ACCELERATION OF EFFECTIVENESS Requested Date: November 21, 2025 Requested Time: 4:15 pm, Eastern Time Ladies and Gentlemen: Core AI Holdings, Inc. (the "Company") hereby requests that the effective date of the Company's Registration Statement on Form F-3 (File No. 333-291487), be accelerated pursuant to Rule 461 under the Securities Act of 1933, as amended, so that it is declared and becomes effective at 4:15 pm Eastern Time on November 21, 2025, or as soon thereafter as possible. Please contact our counsel, Steven Lipstein of Lucosky Brookman LLP at (732) 395-4416 with any questions you may have regarding this request. In addition, the Company requests that you kindly notify Mr. Lipstein by telephone when this request for acceleration has been granted. Sincerely yours, CORE AI HOLDINGS, INC. /s/ Aitan Zacharin Aitan Zacharin Chief Executive Officer
2025-06-23 - CORRESP - Core AI Holdings, Inc.
CORRESP 1 filename1.htm Siyata Mobile Inc. 7404 King George Blvd., Suite 200, King's Cross Surrey, British Columbia V3W 1N6, Canada June 23, 2025 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Mr. Jeff Kauten Re: Siyata Mobile Inc. Registration Statement on Form F-1, as amended. File No. 333-288063 Ladies and Gentlemen: Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the " Act "), Siyata Mobile Inc. (the " Company ") respectfully requests that the effective date of the registration statement referred to above (the " Registration Statement ") be accelerated so that it will become effective at 9:00 a.m., Eastern Time, on Wednesday, June 25, 2025, or as soon thereafter as possible. In making this acceleration request, the Company acknowledges that it is aware of its responsibilities under the Act. Once the Registration Statement is effective, please orally confirm the event with our counsel, Sichenzia Ross Ference Carmel LLP by calling Thiago Spercel at 929-639-7631. We also respectfully request that a copy of the written order from the Securities and Exchange Commission verifying the effective time and date of the Registration Statement be sent to our counsel, Sichenzia Ross Ference Carmel LLP, Attention: Thiago Spercel, by facsimile to (212) 930-9725 or email at tspercel@srfc.law. If you have any questions regarding this request, please contact Thiago Spercel, Esq., of Sichenzia Ross Ference Carmel LLP at 929-639-7631. Very Truly Yours, By: /s/ Marc Seelenfreund Name: Marc Seelenfreund Title: Chief Executive Officer cc: Thiago Spercel, Sichenzia Ross Ference Carmel LLP
2025-06-20 - UPLOAD - Core AI Holdings, Inc. File: 333-288063
<DOCUMENT> <TYPE>TEXT-EXTRACT <SEQUENCE>2 <FILENAME>filename2.txt <TEXT> June 20, 2025 Marc Seelenfreund Chief Executive 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 F-1 Filed June 16, 2025 File No. 333-288063 Dear Marc Seelenfreund: This is to advise you that we have not reviewed and will not review your registration statement. Please refer to Rule 461 regarding requests for acceleration. 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. Please contact Jeff Kauten at 202-551-3447 with any questions. Sincerely, Division of Corporation Finance Office of Technology cc: Mohit Agrawal </TEXT> </DOCUMENT>
2025-05-21 - CORRESP - Core AI Holdings, Inc.
CORRESP 1 filename1.htm Siyata Mobile Inc. 7404 King George Blvd., Suite 200, King's Cross Surrey, British Columbia V3W 1N6, Canada May 21, 2025 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Mr. Matthew Derby, Staff Attorney Re: Siyata Mobile Inc. Registration Statement on Form F-1. File No. 333-287441 Ladies and Gentlemen: Pursuant to Rules 460 and 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the " Act "), Siyata Mobile Inc. (the " Company ") respectfully requests that the effective date of the registration statement referred to above (the " Registration Statement ") be accelerated so that it will become effective at 8:00 a.m., Eastern Time, on Friday, May 23, 2025, or as soon thereafter as possible. In making this acceleration request, the Company acknowledges that it is aware of its responsibilities under the Act. Once the Registration Statement is effective, please orally confirm the event with our counsel, Sichenzia Ross Ference Carmel LLP by calling Ross Carmel, Esq., at 646-838-1310; or Mohit Agrawal, Esq. at 646-267-5506. We also respectfully request that a copy of the written order from the Securities and Exchange Commission verifying the effective time and date of the Registration Statement be sent to our counsel, Sichenzia Ross Ference Carmel LLP, Attention: Ross Carmel, by facsimile to (646) 838-1314 or email at rcarmel@srfc.law. If you have any questions regarding this request, please contact Ross Carmel, Esq., of Sichenzia Ross Ference Carmel LLP at 646-838-1310, or Mohit Agrawal, Esq. of Sichenzia Ross Ference Carmel LLP at 646-267-5506. Very Truly Yours, By: /s/ Marc Seelenfreund Name: Marc Seelenfreund Title: Chief Executive Officer cc: Ross Carmel, Sichenzia Ross Ference Carmel LLP
2025-05-14 - UPLOAD - Core AI Holdings, Inc. File: 377-07981
<DOCUMENT> <TYPE>TEXT-EXTRACT <SEQUENCE>2 <FILENAME>filename2.txt <TEXT> May 14, 2025 Marc Seelenfreund Chief Executive Officer Siyata Mobile Inc. 7404 King George Blvd., Suite 200, King s Cross Surrey, British Columbia V3W 1N6, Canada Re: Siyata Mobile Inc. Draft Registration Statement on Form F-1 Submitted May 7, 2025 CIK: 0001649009 Dear Marc Seelenfreund: This is to advise you that we do not intend to review your registration statement. We request that you publicly file your registration statement at least two business days prior to the requested effective date and time. Please refer to Rules 460 and 461 regarding requests for acceleration. 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. Please contact Matthew Derby at 202-551-3334 with any questions. Sincerely, Division of Corporation Finance Office of Technology </TEXT> </DOCUMENT>
2025-01-27 - CORRESP - Core AI Holdings, Inc.
CORRESP
1
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Siyata Mobile Inc.
7404 King George Blvd., Suite 200, King’s
Cross
Surrey, British Columbia V3W 1N6, Canada
January 27, 2025
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Ms. Alexandra Barone, Staff Attorney
Re: Siyata Mobile Inc.
Registration Statement on Form F-1.
File No. 333-284396
Ladies and Gentlemen:
Pursuant to Rules 460 and
461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), Siyata Mobile
Inc. (the “Company”) respectfully requests that the effective date of the registration statement referred to above
(the “Registration Statement”) be accelerated so that it will become effective at 4:01 p.m., Eastern Time, on Monday,
January 27, 2025, or as soon thereafter as possible. In making this acceleration request, the Company acknowledges that it is aware of
its responsibilities under the Act.
Once the Registration Statement
is effective, please orally confirm the event with our counsel, Sichenzia Ross Ference Carmel LLP by calling Ross Carmel at 646-838-1310.
We also respectfully request that a copy of the written order from the Securities and Exchange Commission verifying the effective time
and date of the Registration Statement be sent to our counsel, Sichenzia Ross Ference Carmel LLP, Attention: Ross Carmel, by facsimile
to (646) 838-1314 or email at rcarmel@srfc.law.
If you have any questions
regarding this request, please contact Ross Carmel, Esq., of Sichenzia Ross Ference Carmel LLP at 646-838-1310.
Very Truly Yours,
By:
/s/ Marc Seelenfreund
Name:
Marc Seelenfreund
Title:
Chief Executive Officer
cc: Ross Carmel, Sichenzia Ross Ference Carmel LLP
2025-01-24 - UPLOAD - Core AI Holdings, Inc. File: 333-284396
January 24, 2025
Marc Seelenfreund
Chief Executive 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 F-1
Filed January 21, 2025
File No. 333-284396
Dear Marc Seelenfreund:
This is to advise you that we have not reviewed and will not review your registration
statement.
Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
Please contact Alexandra Barone at 202-551-8816 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Ross David Carmel, Esq.
2024-11-08 - CORRESP - Core AI Holdings, Inc.
CORRESP
1
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Siyata Mobile Inc.
7404 King George Blvd., Suite 200, King’s
Cross
Surrey, British Columbia V3W 1N6, Canada
November 8, 2024
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Mr. Uwem Bassey, Staff Attorney
Re: Siyata Mobile Inc.
Registration Statement on Form F-1, as amended.
File No. 333-282880
Ladies and Gentlemen:
Pursuant to Rules 460 and 461
of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), Siyata Mobile Inc.
(the “Company”) respectfully requests that the effective date of the registration statement referred to above (the
“Registration Statement”) be accelerated so that it will become effective at 9:00 a.m., Eastern Time, on Wednesday,
November 13, 2024, or as soon thereafter as possible. In making this acceleration request, the Company acknowledges that it is aware of
its responsibilities under the Act.
Once the Registration Statement
is effective, please orally confirm the event with our counsel, Sichenzia Ross Ference Carmel LLP by calling Ross Carmel at 646-838-1310.
We also respectfully request that a copy of the written order from the Securities and Exchange Commission verifying the effective time
and date of the Registration Statement be sent to our counsel, Sichenzia Ross Ference Carmel LLP, Attention: Ross Carmel, by facsimile
to (646) 838-1314 or email at rcarmel@srfc.law.
If you have any questions regarding
this request, please contact Ross Carmel, Esq., of Sichenzia Ross Ference Carmel LLP at 646-838-1310.
Very Truly Yours,
By:
/s/ Marc Seelenfreund
Name:
Marc Seelenfreund
Title:
Chief Executive Officer
cc: Ross Carmel, Sichenzia Ross Ference Carmel LLP
2024-11-07 - CORRESP - Core AI Holdings, Inc.
CORRESP
1
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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
1185 AVENUE OF THE AMERICAS | 31ST FLOOR | NEW
YORK, NY | 10036
T (212) 930-9700 | F (212) 930-9725 | WWW.SRFC.LAW
2024-11-06 - UPLOAD - Core AI Holdings, Inc. File: 333-282880
November 6, 2024
Marc Seelenfreund
Chief Executive Officer
Siyata Mobile Inc.
7404 King George Blvd., Suite 200
King's Cross, Surrey, BC V3W 1N6
Canada
Re:Siyata Mobile Inc.
Registration Statement on Form F-1
Filed October 29, 2024
File No. 333-282880
Dear Marc Seelenfreund:
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 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.
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.
November 6, 2024
Page 2
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 Uwem Bassey at 202-551-3433 or Jan Woo at 202-551-3453 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Ross David Carmel
2024-08-12 - CORRESP - Core AI Holdings, Inc.
CORRESP
1
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August 12, 2024
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Mr. Edwin Kim, Staff Attorney
Re:
Siyata Mobile Inc.
Registration Statement
on Form F-1, as amended.
File No. 333-281218
Ladies and Gentlemen:
In accordance with Rule 461
under the Securities Act of 1933, as amended (the “Act”), Dominari Securities LLC, as sole placement agent on a best efforts
basis in an offering pursuant to the Registration Statement on Form F-1 (File No. 333-281218) (the “Registration
Statement”), hereby joins Siyata Mobile Inc., (the “Company”) in requesting that the Securities and Exchange Commission
take appropriate action to cause to become effective on August 13, 2024, at 4:30 p.m., Eastern Time, or as soon thereafter as practicable,
or at such other time as the Company or its outside counsel, Sichenzia Ross Ference Carmel LLP, request by telephone that such Registration
Statement be declared effective.
Very truly yours,
Spartan Capital Securities, LLC
By:
/s/ Kim Monchik
Name:
Kim Monchik
Title:
Chief Administrative Officer
2024-08-12 - CORRESP - Core AI Holdings, Inc.
CORRESP
1
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Siyata Mobile Inc.
7404 King George Blvd., Suite 200, King’s
Cross
Surrey, British Columbia V3W 1N6, Canada
August 12, 2024
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Mr. Edwin Kim, Staff Attorney
Re: Siyata Mobile Inc.
Registration Statement on Form F-1, as amended.
File No. 333-281218
Ladies and Gentlemen:
Pursuant to Rules 460 and
461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), Siyata Mobile
Inc. (the “Company”) respectfully requests that the effective date of the registration statement referred to above
(the “Registration Statement”) be accelerated so that it will become effective at 4:30 p.m., Eastern Time, on Tuesday,
August 13, 2024, or as soon thereafter as possible. In making this acceleration request, the Company acknowledges that it is aware of
its responsibilities under the Act.
Once the Registration Statement
is effective, please orally confirm the event with our counsel, Sichenzia Ross Ference Carmel LLP by calling Ross Carmel at 646-838-1310.
We also respectfully request that a copy of the written order from the Securities and Exchange Commission verifying the effective time
and date of the Registration Statement be sent to our counsel, Sichenzia Ross Ference Carmel LLP, Attention: Ross Carmel, by facsimile
to (646) 838-1314 or email at rcarmel@srfc.law.
If you have any questions
regarding this request, please contact Ross Carmel, Esq., of Sichenzia Ross Ference Carmel LLP at 646-838-1310.
Very Truly Yours,
By:
/s/ Marc Seelenfreund
Name:
Marc Seelenfreund
Title:
Chief Executive Officer
cc: Ross Carmel, Sichenzia Ross Ference Carmel LLP
2024-08-09 - UPLOAD - Core AI Holdings, Inc. File: 333-281218
August 9, 2024
Marc Seelenfreund
Chief Executive 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 F-1
Filed August 2, 2024
File No. 333-281218
Dear Marc Seelenfreund:
This is to advise you that we have not reviewed and will not review your registration
statement.
Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
Please contact Edwin Kim at 202-551-3297 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Ross David Carmel, Esq,
2024-06-26 - CORRESP - Core AI Holdings, Inc.
CORRESP
1
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June 26, 2024
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Ms. Mariam Mansaray, Staff Attorney
Re: Siyata Mobile Inc.
Registration Statement
on Form F-1, as amended.
File No. 333-280002
Ladies and Gentlemen:
In accordance with Rule 461
under the Securities Act of 1933, as amended (the “Act”), Dominari Securities LLC, as sole placement agent on a best efforts
basis in an offering pursuant to the Registration Statement on Form F-1 (File No. 333-280002) (the “Registration
Statement”), hereby joins Siyata Mobile Inc., (the “Company”) in requesting that the Securities and Exchange Commission
take appropriate action to cause to become effective on June 26, 2024, at 4:30 p.m., Eastern Time, or as soon thereafter as practicable,
or at such other time as the Company or its outside counsel, Sichenzia Ross Ference Carmel LLP, request by telephone that such Registration
Statement be declared effective.
Very truly yours,
Dominari Securities LLC
By:
/s/ Cosme Ordonez
Name:
Dr. Cosme Ordonez
Title:
Head of Investment Banking
2024-06-26 - CORRESP - Core AI Holdings, Inc.
CORRESP
1
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Siyata Mobile Inc.
7404 King George Blvd., Suite 200, King’s
Cross
Surrey, British Columbia V3W 1N6, Canada
June 26, 2024
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Ms. Mariam Mansaray, Staff Attorney
Re: Siyata Mobile Inc.
Registration Statement on Form F-1, as amended.
File No. 333-280002
Ladies and Gentlemen:
Pursuant to Rules 460 and
461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), Siyata Mobile
Inc. (the “Company”) respectfully requests that the effective date of the registration statement referred to above
(the “Registration Statement”) be accelerated so that it will become effective at 4:30 p.m., Eastern Time, on Wednesday,
June 26, 2024, or as soon thereafter as possible. In making this acceleration request, the Company acknowledges that it is aware of its
responsibilities under the Act.
Once the Registration Statement
is effective, please orally confirm the event with our counsel, Sichenzia Ross Ference Carmel LLP by calling Ross Carmel at 646-838-1310.
We also respectfully request that a copy of the written order from the Securities and Exchange Commission verifying the effective time
and date of the Registration Statement be sent to our counsel, Sichenzia Ross Ference Carmel LLP, Attention: Ross Carmel, by facsimile
to (646) 838-1314 or email at rcarmel@srfc.law.
If you have any questions
regarding this request, please contact Ross Carmel, Esq., of Sichenzia Ross Ference Carmel LLP at 646-838-1310.
Very Truly Yours,
By:
/s/ Marc Seelenfreund
Name:
Marc Seelenfreund
Title:
Chief Executive Officer
cc: Ross Carmel, Sichenzia Ross Ference Carmel LLP
2024-06-25 - CORRESP - Core AI Holdings, Inc.
CORRESP
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WITHDRAWAL REQUEST
Dominari Securities LLC
725 Fifth Avenue, 23rd Floor
New York, NY 10022
June 25, 2024
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549
Attention: Ms. Mariam Mansaray, Staff Attorney
Re: Siyata Mobile Inc.
Request for Withdrawal
of Registration Statement on Form F-1
File No. 333-280002
Ladies and Gentlemen:
In accordance
with Rule 461 under the Securities Act of 1933, as amended (the “Act”), Dominari Securities LLC, as sole placement agent on
a best-efforts basis, hereby joins Siyata Mobile Inc., (the “Company”) in withdrawing its request submitted on June 24, 2024
for acceleration of the effectiveness of the Registration Statement on Form F-1 (File No. 333-280002) (the “Registration Statement”)
for June 25, 2024 at 4:30 p.m., Eastern Time.
Should
you have any comments or questions regarding this matter, please contact our counsel at Lucosky Brookman LLP, Scott E. Linsky, at (732)
395-4400.
Thank
you for your assistance in this matter.
Very truly yours,
Dominari Securities LLC
By:
/s/ Cosme Ordonez
Name:
Dr. Cosme Ordonez
Title:
Head of Investment Banking
2024-06-25 - CORRESP - Core AI Holdings, Inc.
CORRESP
1
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Siyata Mobile Inc.
7404 King George Blvd., Suite 200, King’s
Cross
Surrey, British Columbia V3W 1N6, Canada
June 25, 2024
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Ms. Mariam Mansaray, Staff Attorney
Re: Siyata Mobile Inc.
Withdrawal of Acceleration Request for Registration Statement
on Form F-1
File No. 333-280002
Ladies and Gentlemen:
Ms. Mansaray:
Reference is made to our letter, dated June
24, 2024, in which we requested acceleration of the effective date of the above referenced Registration Statement to 4:30 PM
Eastern Time on June 25, 2024. We are no longer requesting that such Registration Statement be declared effective at such time, and we
hereby formally, and with immediate effect, withdraw our request for acceleration of the effective date.
Very Truly Yours,
By:
/s/ Marc Seelenfreund
Name:
Marc Seelenfreund
Title:
Chief Executive Officer
cc: Ross Carmel, Sichenzia Ross Ference Carmel LLP
2024-06-24 - CORRESP - Core AI Holdings, Inc.
CORRESP
1
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June 24, 2024
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Ms. Mariam Mansaray, Staff Attorney
Re:
Siyata Mobile Inc.
Registration Statement on
Form F-1, as amended.
File No. 333-280002
Ladies and Gentlemen:
In accordance with Rule 461
under the Securities Act of 1933, as amended (the “Act”), Dominari Securities LLC, as sole placement agent on a best efforts
basis in an offering pursuant to the Registration Statement on Form F-1 (File No. 333-280002) (the “Registration
Statement”), hereby joins Siyata Mobile Inc., (the “Company”) in requesting that the Securities and Exchange Commission
take appropriate action to cause to become effective on June 25, 2024, at 4:30 p.m., Eastern Time, or as soon thereafter as practicable,
or at such other time as the Company or its outside counsel, Sichenzia Ross Ference Carmel LLP, request by telephone that such Registration
Statement be declared effective.
Very truly yours,
Dominari Securities LLC
By:
/s/ Cosme Ordonez
Name:
Dr. Cosme Ordonez
Title:
Head of Investment Banking
2024-06-24 - CORRESP - Core AI Holdings, Inc.
CORRESP
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WITHDRAWAL REQUEST
Dominari Securities LLC
725 Fifth Avenue, 23rd Floor
New York, NY 10022
June 24, 2024
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549
Attention: Ms. Mariam Mansaray, Staff Attorney
Re: Siyata Mobile Inc.
Request for Withdrawal
of Registration Statement on Form F-1
File No. 333-280002
Ladies and Gentlemen:
In
accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), Dominari Securities LLC, as sole placement
agent on a best-efforts basis, hereby joins Siyata Mobile Inc., (the “Company”) in withdrawing its request submitted on June
21, 2024 for acceleration of the effectiveness of the Registration Statement on Form F-1 (File No. 333-280002) (the “Registration
Statement”) for June 24, 2024 at 4:30 p.m., Eastern Time.
Should
you have any comments or questions regarding this matter, please contact our counsel at Lucosky Brookman LLP, Scott E. Linsky, at (732)
395-4400.
Thank
you for your assistance in this matter.
Very truly yours,
Dominari Securities LLC
By:
/s/ Cosme Ordonez
Name:
Dr. Cosme Ordonez
Title:
Head of Investment Banking
2024-06-24 - CORRESP - Core AI Holdings, Inc.
CORRESP
1
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Siyata Mobile Inc.
7404 King George Blvd., Suite 200, King’s
Cross
Surrey, British Columbia V3W 1N6, Canada
June 24, 2024
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Ms. Mariam Mansaray, Staff Attorney
Re: Siyata Mobile Inc.
Withdrawal of Acceleration Request for Registration Statement
on Form F-1
File No. 333-280002
Ladies and Gentlemen:
Ms. Mansaray:
Reference is made to our letter, dated June 21,
2024, in which we requested acceleration of the effective date of the above referenced Registration Statement to 4:30 PM Eastern
Time on June 24, 2024. We are no longer requesting that such Registration Statement be declared effective at such time, and we hereby
formally, and with immediate effect, withdraw our request for acceleration of the effective date.
Very Truly Yours,
By:
/s/ Marc Seelenfreund
Name:
Marc Seelenfreund
Title:
Chief Executive Officer
cc: Ross Carmel, Sichenzia Ross Ference Carmel LLP
2024-06-24 - CORRESP - Core AI Holdings, Inc.
CORRESP
1
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Siyata Mobile Inc.
7404 King George Blvd., Suite 200, King’s
Cross
Surrey, British Columbia V3W 1N6, Canada
June 24, 2024
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Ms. Mariam Mansaray, Staff Attorney
Re: Siyata Mobile Inc.
Registration Statement on Form F-1, as amended.
File No. 333-280002
Ladies and Gentlemen:
Pursuant to Rules 460 and
461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), Siyata Mobile
Inc. (the “Company”) respectfully requests that the effective date of the registration statement referred to above
(the “Registration Statement”) be accelerated so that it will become effective at 4:30 p.m., Eastern Time, on Tuesday,
June 25, 2024, or as soon thereafter as possible. In making this acceleration request, the Company acknowledges that it is aware of its
responsibilities under the Act.
Once the Registration Statement
is effective, please orally confirm the event with our counsel, Sichenzia Ross Ference Carmel LLP by calling Ross Carmel at 646-838-1310.
We also respectfully request that a copy of the written order from the Securities and Exchange Commission verifying the effective time
and date of the Registration Statement be sent to our counsel, Sichenzia Ross Ference Carmel LLP, Attention: Ross Carmel, by facsimile
to (646) 838-1314 or email at rcarmel@srfc.law.
If you have any questions
regarding this request, please contact Ross Carmel, Esq., of Sichenzia Ross Ference Carmel LLP at 646-838-1310.
Very Truly Yours,
By:
/s/ Marc Seelenfreund
Name:
Marc Seelenfreund
Title:
Chief Executive Officer
cc: Ross Carmel, Sichenzia Ross Ference Carmel LLP
2024-06-21 - CORRESP - Core AI Holdings, Inc.
CORRESP
1
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June 21, 2024
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Ms. Mariam Mansaray, Staff Attorney
Re:
Siyata Mobile Inc.
Registration Statement
on Form F-1, as amended.
File No. 333-280002
Ladies and Gentlemen:
In accordance with Rule 461
under the Securities Act of 1933, as amended (the “Act”), Dominari Securities LLC, as sole placement agent on a best efforts
basis in an offering pursuant to the Registration Statement on Form F-1 (File No. 333-280002) (the “Registration
Statement”), hereby joins Siyata Mobile Inc., (the “Company”) in requesting that the Securities and Exchange Commission
take appropriate action to cause to become effective on June 24, 2024, at 4:30 p.m., Eastern Time, or as soon thereafter as practicable,
or at such other time as the Company or its outside counsel, Sichenzia Ross Ference Carmel LLP, request by telephone that such Registration
Statement be declared effective.
Very truly yours,
Dominari Securities LLC
By:
/s/ Cosme Ordonez
Name:
Dr. Cosme Ordonez
Title:
Head of Investment Banking
2024-06-21 - CORRESP - Core AI Holdings, Inc.
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Siyata Mobile Inc.
7404 King George Blvd., Suite 200, King’s
Cross
Surrey, British Columbia V3W 1N6, Canada
June 21, 2024
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Ms. Mariam Mansaray, Staff Attorney
Re: Siyata Mobile Inc.
Registration Statement on Form F-1, as amended.
File No. 333-280002
Ladies and Gentlemen:
Pursuant to Rules 460 and
461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), Siyata Mobile
Inc. (the “Company”) respectfully requests that the effective date of the registration statement referred to above
(the “Registration Statement”) be accelerated so that it will become effective at 4:30 p.m., Eastern Time, on Monday,
June 24, 2024, or as soon thereafter as possible. In making this acceleration request, the Company acknowledges that it is aware of its
responsibilities under the Act.
Once the Registration Statement
is effective, please orally confirm the event with our counsel, Sichenzia Ross Ference Carmel LLP by calling Ross Carmel at 646-838-1310.
We also respectfully request that a copy of the written order from the Securities and Exchange Commission verifying the effective time
and date of the Registration Statement be sent to our counsel, Sichenzia Ross Ference Carmel LLP, Attention: Ross Carmel, by facsimile
to (646) 838-1314 or email at rcarmel@srfc.law.
If you have any questions
regarding this request, please contact Ross Carmel, Esq., of Sichenzia Ross Ference Carmel LLP at 646-838-1310.
Very Truly Yours,
By:
/s/ Marc Seelenfreund
Name:
Marc Seelenfreund
Title:
Chief Executive Officer
cc: Ross Carmel, Sichenzia Ross Ference Carmel LLP
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Siyata Mobile Inc.
7404 King George Blvd., Suite 200, King’s
Cross
Surrey, British Columbia V3W 1N6, Canada
June 18, 2024
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Ms. Mariam Mansaray, Staff Attorney
Re: Siyata Mobile Inc.
Withdrawal of Acceleration Request for Registration Statement
on Form F-1
File No. 333-280002
Ladies and Gentlemen:
Ms. Mansaray:
Reference is made to our letter, dated June 18,
2024, in which we requested acceleration of the effective date of the above referenced Registration Statement to 9:00 AM Eastern
Time on June 20, 2024. We are no longer requesting that such Registration Statement be declared effective at such time, and we hereby
formally, and with immediate effect, withdraw our request for acceleration of the effective date.
Very Truly Yours,
By:
/s/ Marc Seelenfreund
Name:
Marc Seelenfreund
Title:
Chief Executive Officer
cc: Ross Carmel, Sichenzia Ross Ference Carmel LLP
2024-06-18 - CORRESP - Core AI Holdings, Inc.
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Spartan Capital Securities, LLC
45 Broadway, 19th Floor,
New York, NY 10006
June 18, 2024
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Mr. Matthew Crispino, Staff Attorney
Re: Siyata Mobile Inc.
Registration Statement
on Form F-1, as amended.
File No. 333-280002
Ladies and Gentlemen:
In accordance with Rule 461
under the Securities Act of 1933, as amended (the “Act”), Spartan Capital Securities, LLC., as sole placement agent on a
best efforts basis in an offering pursuant to the Registration Statement on Form F-1 (File No. 333-280002) (the “Registration
Statement”), hereby joins Siyata Mobile Inc., (the “Company”) in requesting that the Securities and Exchange Commission
take appropriate action to cause to become effective on June 20, 2024, at 9:00 a.m., Eastern Time, or as soon thereafter as practicable,
or at such other time as the Company or its outside counsel, Sichenzia Ross Ference Carmel LLP, request by telephone that such Registration
Statement be declared effective.
Very truly yours,
Spartan Capital Securities LLC
By:
/s/ Kim Monchik
Name:
Kim Monchik
Title:
Chief Administrative Officer
2024-06-18 - CORRESP - Core AI Holdings, Inc.
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Siyata Mobile Inc.
7404 King George Blvd., Suite 200, King’s
Cross
Surrey, British Columbia V3W 1N6, Canada
June 18, 2024
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Ms. Mariam Mansaray, Staff Attorney
Re: Siyata Mobile Inc.
Registration Statement on Form F-1, as amended.
File No. 333-280002
Ladies and Gentlemen:
Pursuant to Rules 460 and
461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), Siyata Mobile
Inc. (the “Company”) respectfully requests that the effective date of the registration statement referred to above
(the “Registration Statement”) be accelerated so that it will become effective at 9:00 a.m., Eastern Time, on Thursday,
June 20, 2024, or as soon thereafter as possible. In making this acceleration request, the Company acknowledges that it is aware of its
responsibilities under the Act.
Once the Registration Statement
is effective, please orally confirm the event with our counsel, Sichenzia Ross Ference Carmel LLP by calling Ross Carmel at 646-838-1310.
We also respectfully request that a copy of the written order from the Securities and Exchange Commission verifying the effective time
and date of the Registration Statement be sent to our counsel, Sichenzia Ross Ference Carmel LLP, Attention: Ross Carmel, by facsimile
to (646) 838-1314 or email at rcarmel@srfc.law.
If you have any questions
regarding this request, please contact Ross Carmel, Esq., of Sichenzia Ross Ference Carmel LLP at 646-838-1310.
Very Truly Yours,
By:
/s/ Marc Seelenfreund
Name:
Marc Seelenfreund
Title:
Chief Executive Officer
cc: Ross Carmel, Sichenzia Ross Ference Carmel LLP
2024-06-18 - CORRESP - Core AI Holdings, Inc.
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WITHDRAWAL REQUEST
Spartan Capital Securities LLC
45 Broadway, 19th Floor
New York, NY 10006
June 18, 2024
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549
Attention: Ms. Mariam Mansaray, Staff Attorney
Re: Siyata Mobile Inc.
Request for Withdrawal
of Registration Statement on Form F-1
File No. 333-280002
Ladies and Gentlemen:
In
accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), Spartan Capital Securities LLC, as sole
placement agent on a best-efforts basis, hereby joins Siyata Mobile Inc., (the “Company”) in withdrawing its request submitted
on June 18, 2024 for acceleration of the effectiveness of the Registration Statement on Form F-1 (File No. 333-280002) (the “Registration
Statement”) for June 20, 2024 at 9:00 a.m., Eastern Time.
Should
you have any comments or questions regarding this matter, please contact our counsel at Lucosky Brookman LLP, Scott E. Linsky, at (732)
395-4400.
Thank
you for your assistance in this matter.
Very truly yours,
Spartan Capital Securities LLC
By:
/s/ Kim Monchik
Name:
Kim Monchik
Title:
Chief Administrative Officer
2024-06-12 - UPLOAD - Core AI Holdings, Inc. File: 333-280002
United States securities and exchange commission logo
June 12, 2024
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 F-1
Filed June 6, 2024
File No. 333-280002
Dear Gerald Bernstein:
This is to advise you that we have not reviewed and will not review your registration
statement.
Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
Please contact Mariam Mansaray at 202-551-6356 or Matthew Derby at 202-551-3334
with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc: Ross Carmel, Esq.
2024-05-07 - CORRESP - Core AI Holdings, Inc.
CORRESP
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Siyata
Mobile Inc.
7404
King George Blvd., Suite 200, King’s Cross
Surrey,
British Columbia V3W 1N6, Canada
May
7, 2024
VIA
EDGAR
United
States Securities and Exchange Commission
Division
of Corporation Finance
100
F Street, N.E.
Washington,
D.C. 20549
Attention:
Mr. Matthew Crispino, Staff Attorney
Re:
Siyata Mobile Inc.
Registration
Statement on Form F-1, as amended.
File
No. 333-278697
Ladies
and Gentlemen:
Pursuant to Rules 460 and 461
of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), Siyata Mobile Inc.
(the “Company”) respectfully requests that the effective date of the registration statement referred to above (the
“Registration Statement”) be accelerated so that it will become effective at 4:30 p.m., Eastern Time, on Tuesday, May
7, 2024, or as soon thereafter as possible. In making this acceleration request, the Company acknowledges that it is aware of its responsibilities
under the Act.
Once
the Registration Statement is effective, please orally confirm the event with our counsel, Sichenzia Ross Ference Carmel LLP by calling
Ross Carmel at 646-838-1310. We also respectfully request that a copy of the written order from the Securities and Exchange Commission
verifying the effective time and date of the Registration Statement be sent to our counsel, Sichenzia Ross Ference Carmel LLP, Attention:
Ross Carmel, by facsimile to (646) 838-1314 or email at rcarmel@srfc.law.
If
you have any questions regarding this request, please contact Ross Carmel, Esq., of Sichenzia Ross Ference Carmel LLP at 646-838-1310.
Very Truly Yours,
By:
/s/
Marc Seelenfreund
Name:
Marc Seelenfreund
Title:
Chief Executive Officer
cc:
Ross Carmel, Sichenzia Ross Ference Carmel LLP
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Spartan Capital Securities, LLC
45 Broadway, 19th Floor,
New York, NY 10006
May 7, 2024
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Mr. Matthew Crispino, Staff Attorney
Re: Siyata Mobile Inc.
Registration Statement
on Form F-1, as amended.
File No. 333-278697
Ladies and Gentlemen:
In accordance with Rule 461
under the Securities Act of 1933, as amended (the “Act”), Spartan Capital Securities, LLC., as sole placement agent on a best
efforts basis in an offering pursuant to the Registration Statement on Form F-1 (File No. 333-278697) (the “Registration
Statement”), hereby joins Siyata Mobile Inc., (the “Company”) in requesting that the Securities and Exchange Commission
take appropriate action to cause to become effective on May 7, 2024, at 4:30 p.m., Eastern Time, or as soon thereafter as practicable,
or at such other time as the Company or its outside counsel, Sichenzia Ross Ference Carmel LLP, request by telephone that such Registration
Statement be declared effective.
Very truly yours,
Spartan Capital Securities LLC
By:
/s/
Kim Monchik
Name:
Kim Monchik
Title:
Chief Administrative Officer
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Siyata Mobile Inc.
7404 King George Blvd., Suite 200, King’s
Cross
Surrey, British Columbia V3W 1N6, Canada
May 6, 2024
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Mr. Matthew Crispino, Staff Attorney
Re: Siyata Mobile Inc.
Withdrawal of Acceleration Request for Registration Statement
on Form F-1
File No. 333-278697
Ladies and Gentlemen:
Mr. Crispino:
Reference is made to our letter, dated May 2,
2024, in which we requested acceleration of the effective date of the above referenced Registration Statement to 5:00 PM Eastern
Time on May 6, 2024. We are no longer requesting that such Registration Statement be declared effective at such time, and we hereby formally,
and with immediate effect, withdraw our request for acceleration of the effective date.
Very Truly Yours,
By:
/s/ Marc Seelenfreund
Name:
Marc Seelenfreund
Title:
Chief Executive Officer
cc: Ross Carmel, Sichenzia Ross Ference Carmel LLP
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WITHDRAWAL REQUEST
Spartan Capital Securities LLC
45 Broadway, 19th Floor
New York, NY 10006
May 6, 2024
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549
Attention: Matthew Crispino
Re: Siyata Mobile Inc.
Request for Withdrawal
of Registration Statement on Form F-1
File No. 333-278697
Ladies and Gentlemen:
In
accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), Spartan Capital Securities LLC, as sole
placement agent on a best efforts basis, hereby joins Siyata Mobile Inc., (the “Company”) in withdrawing its request submitted
on May 2, 2024 for acceleration of the effectiveness of the Registration Statement on Form F-1 (File No. 333-278697) (the “Registration
Statement”) for May 6, 2024 at 5:00 p.m., Eastern Time.
Should
you have any comments or questions regarding this matter, please contact our counsel at Lucosky Brookman LLP, Scott E. Linsky, at (732)
395-4400.
Thank
you for your assistance in this matter.
Very truly yours,
Spartan Capital Securities LLC
By:
/s/ Kim Monchik
Name:
Kim Monchik
Title:
Chief Administrative Officer
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Siyata Mobile Inc.
7404 King George Blvd., Suite 200, King’s
Cross
Surrey, British Columbia V3W 1N6, Canada
May 2, 2024
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Mr. Matthew Crispino, Staff Attorney
Re: Siyata Mobile Inc.
Registration Statement on Form F-1, as amended.
File No. 333-278697
Ladies and Gentlemen:
Pursuant to Rules 460 and
461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), Siyata Mobile
Inc. (the “Company”) respectfully requests that the effective date of the registration statement referred to above
(the “Registration Statement”) be accelerated so that it will become effective at 5:00 p.m., Eastern Time, on Monday,
May 6, 2024, or as soon thereafter as possible. In making this acceleration request, the Company acknowledges that it is aware of its
responsibilities under the Act.
Once the Registration Statement
is effective, please orally confirm the event with our counsel, Sichenzia Ross Ference Carmel LLP by calling Ross Carmel at 646-838-1310.
We also respectfully request that a copy of the written order from the Securities and Exchange Commission verifying the effective time
and date of the Registration Statement be sent to our counsel, Sichenzia Ross Ference Carmel LLP, Attention: Ross Carmel, by facsimile
to (646) 838-1314 or email at rcarmel@srfc.law.
If you have any questions
regarding this request, please contact Ross Carmel, Esq., of Sichenzia Ross Ference Carmel LLP at 646-838-1310.
Very Truly Yours,
By:
/s/ Marc Seelenfreund
Name:
Marc Seelenfreund
Title:
Chief Executive Officer
cc: Ross Carmel, Sichenzia Ross Ference Carmel LLP
2024-05-02 - CORRESP - Core AI Holdings, Inc.
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Spartan Capital Securities, LLC
45 Broadway, 19th Floor,
New York, NY 10006
May 2, 2024
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Mr. Matthew Crispino, Staff Attorney
Re:
Siyata Mobile Inc.
Registration Statement on Form F-1, as amended.
File No. 333-278697
Ladies and Gentlemen:
In accordance with Rule 461
under the Securities Act of 1933, as amended (the “Act”), Spartan Capital Securities, LLC., as sole placement agent on a best
efforts basis in an offering pursuant to the Registration Statement on Form F-1 (File No. 333-278697) (the “Registration
Statement”), hereby joins Siyata Mobile Inc., (the “Company”) in requesting that the Securities and Exchange Commission
take appropriate action to cause to become effective on May 6, 2024, at 5:00 p.m., Eastern Time, or as soon thereafter as practicable,
or at such other time as the Company or its outside counsel, Sichenzia Ross Ference Carmel LLP, request by telephone that such Registration
Statement be declared effective.
Very truly yours,
Spartan Capital Securities LLC
By:
/s/ Kim Monchik
Name:
Kim Monchik
Title:
Chief Administrative Officer
2023-10-24 - CORRESP - Core AI Holdings, Inc.
CORRESP 1 filename1.htm October 24, 2023 Securities and Exchange Commission 100 F. Street, NE Washington, D.C. 20549 Re: Siyata Mobile Inc. Registration Statement on Form F-1 File No. 333-274927 VIA EDGAR Ladies and Gentlemen: Pursuant to Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended, Maxim Group LLC, as placement agent, hereby requests acceleration of the effective date of the above-referenced Registration Statement so that it will become effective at 5:00 p.m., Washington D.C. time, on Thursday, October 26, 2023, or as soon thereafter as practicable. MAXIM GROUP LLC By: /s/ Clifford A. Teller Name: Clifford A. Teller Title: Co-President
2023-10-24 - CORRESP - Core AI Holdings, Inc.
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Siyata Mobile Inc.
7404 King George Blvd., Suite 200, King’s
Cross
Surrey, British Columbia V3W 1N6, Canada
October 24,
2023
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Ms. Mariam Mansaray, Staff Attorney
Re: Siyata Mobile Inc.
Registration Statement on Form F-1, as amended.
File No. 333-274927
Ladies and Gentlemen:
Pursuant to Rules 460 and 461
of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), Siyata Mobile Inc.
(the “Company”) respectfully requests that the effective date of the registration statement referred to above (the
“Registration Statement”) be accelerated so that it will become effective at 5:00 p.m., Eastern Time, on Thursday,
October 26, 2023, or as soon thereafter as possible. In making this acceleration request, the Company acknowledges that it is aware of
its responsibilities under the Act.
Once the Registration Statement
is effective, please orally confirm the event with our counsel, Sichenzia Ross Ference Carmel LLP by calling Ross Carmel at 646-838-1310.
We also respectfully request that a copy of the written order from the Securities and Exchange Commission verifying the effective time
and date of the Registration Statement be sent to our counsel, Sichenzia Ross Ference Carmel LLP, Attention: Ross Carmel, by facsimile
to (646) 838-1314 or email at rcarmel@srfc.law.
If you have any questions regarding
this request, please contact Ross Carmel, Esq., of Sichenzia Ross Ference Carmel LLP at 646-838-1310.
Very Truly Yours,
By:
/s/ Marc Seelenfreund
Name:
Marc Seelenfreund
Title:
Chief Executive Officer
cc: Ross Carmel, Sichenzia Ross Ference Carmel LLP
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October 20, 2023
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: Ms.
Mariam Mansaray / Mr. Matthew Derby
Re: Siyata
Mobile Inc.
Registration
Statement on Form F-1, submitted October 10, 2023
File
No. 333-274927
Dear Ms. Mansaray and Mr. Derby:
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 October 18, 2023 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 the 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 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
Response: In response to the Staff’s
comment, the Company has revised its disclosure to the cover page and to several other places in the F-1/A. In addition to the foregoing
and in response to the Staff’s comment, the Company has also additionally revised and/or amended references to the total amount
of proceeds we may receive from the offering and have included a statement on the cover page that we may not sell all of the shares of
common stock in this offering. We have also made these changes to our legal opinion, as suggested by the Staff.
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
1185 AVENUE OF THE AMERICAS
| 31ST FLOOR | NEW YORK, NY | 10036
T (212) 930-9700 | F (212)
930-9725 | WWW.SRFC.LAW
2023-10-18 - UPLOAD - Core AI Holdings, Inc.
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.
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Siyata Mobile Inc.
1751 Richardson Street, Suite #2207,
Montreal, Quebec H3K-1G6, Canada
June 22, 2023
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Ms. Mariam Mansaray, Staff Attorney
Re: Siyata Mobile Inc.
Registration Statement on Form F-1, as amended
File No. 333-272512
Ladies and Gentlemen:
Pursuant to Rules 460 and
461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), Siyata Mobile
Inc. (the “Company”) respectfully requests that the effective date of the registration statement referred to above
(the “Registration Statement”) be accelerated so that it will become effective at 5:00 p.m., Eastern Time, on Monday,
June 26, 2022, or as soon thereafter as possible. In making this acceleration request, the Company acknowledges that it is aware of its
responsibilities under the Act.
Once the Registration Statement is effective, please orally confirm the event with our counsel, Carmel,
Milazzo & Feil LLP by calling Ross Carmel at 646-838-1310. We also respectfully request that a copy of the written order from the
Securities and Exchange Commission verifying the effective time and date of the Registration Statement be sent to our counsel, Carmel,
Milazzo & Feil LLP, Attention: Ross Carmel, by facsimile to (646) 838-1314 or email at rcarmel@cmfllp.com.
If you have any questions regarding
this request, please contact Ross Carmel, Esq., of Carmel, Milazzo & Feil LLP at 646-838-1310.
Very Truly Yours,
By:
/s/ Marc Seelenfreundp
Name:
Marc Seelenfreund
Title:
Chief Executive Officer
cc: Ross Carmel, Carmel, Milazzo & Feil LLP
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June 22, 2023
Securities and Exchange Commission
100 F. Street, NE
Washington, D.C. 20549
Re: Siyata Mobile Inc.
Registration
Statement on Form F-1
File No. 333-272512
VIA EDGAR
Ladies and Gentlemen:
Pursuant to Rule 461 of the General Rules
and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended, Maxim Group LLC, as placement
agent, hereby requests acceleration of the effective date of the above-referenced Registration Statement so that it will become effective
at 5:00 p.m., Washington D.C. time, on Monday, June 26, 2023, or as soon thereafter as practicable.
MAXIM GROUP LLC
By:
/s/ Clifford A. Teller
Name:
Title:
Clifford A. Teller
Co-President
2023-06-08 - UPLOAD - Core AI Holdings, Inc.
United States securities and exchange commission logo
June 8, 2023
Marc Seelenfreund
Chief Executive Officer
Siyata Mobile Inc.
1751 Richardson Street, Suite #2207
Montreal , Quebec Canada H3K-1G6
Re:Siyata Mobile Inc.
Registration Statement on Form F-1
Filed June 8, 2023
File No. 333-272512
Dear Marc Seelenfreund:
This is to advise you that we have not reviewed and will not review your registration
statement.
Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
Please contact Mariam Mansaray, Staff Attorney, at (202) 551-6356 or Jeff Kauten, Staff
Attorney, at (202) 551-3447 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc: Ross Carmel, Esq.
2023-03-28 - CORRESP - Core AI Holdings, Inc.
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SIYATA
MOBILE INC.
1751
Richardson Street, Suite #2207
Montreal, Quebec Canada H3K-1G6
+1-514-500-1181
March 28, 2023
VIA EDGAR
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Attn: Ms. Miriam Mansaray, Esq., Staff Attorney
Re: Siyata Mobile Inc.
Registration Statement on Form F-1
File No. 333-269814
Dear Ms. Mansaray:
Pursuant to Rule 461 of the General Rules and Regulations under the Securities
Act of 1933, as amended (the “Act”), Siyata Mobile Inc. (the “Company”) respectfully requests that the effective
date of the Registration Statement referred to above be accelerated so that it will be declared effective at 4:30 p.m., Eastern Time,
on Thursday, March 30, 2023, or as soon as thereafter possible.
In making this
acceleration request, the Company acknowledges that it is aware of its responsibilities under the Act.
Once the Registration
Statement is effective, please orally confirm the event with our counsel, Carmel, Milazzo & Feil LLP by calling Mr. Ross Carmel at
(646) 838-1310. We also respectfully request that a copy of the written order from the Securities and Exchange Commission verifying the
effective time and date of the Registration Statement be sent to our counsel, Carmel, Milazzo & Feil LLP, Attention: Ross Carmel
by email to rcarmel@cmfllp.com.
If you have
any questions regarding this request, please contact Ross Carmel of Carmel, Milazzo & Feil LLP at (646) 838-1310.
Very truly yours,
SIYATA MOBILE INC.
By:
/s/ Marc Seelenfreund
Marc Seelenfreund
Chief Executive
Officer
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SIYATA MOBILE INC.
1751 Richardson Street, Suite #2207
Montreal, Quebec Canada H3K-1G6
+1-514-500-1181
December 12, 2022
VIA EDGAR
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Attn: Mr. Kyle Wiley, Staff Attorney
Re:
Siyata Mobile Inc.
Registration Statement on Form F-1
File No. 333-268536
Dear Mr. Wiley:
Pursuant to Rule 461 of the General Rules and
Regulations under the Securities Act of 1933, as amended (the “Act”), Siyata Mobile Inc. (the “Company”) respectfully
requests that the effective date of the Registration Statement referred to above be accelerated so that it will be declared effective
at 4:30 p.m., Eastern Time, on Thursday, December 15, 2022, or as soon as thereafter possible.
In making this acceleration request, the Company
acknowledges that it is aware of its responsibilities under the Act.
Once the Registration Statement is effective,
please orally confirm the event with our counsel, Carmel, Milazzo & Feil LLP by calling Mr. Ross Carmel at (646) 838-1310. We also
respectfully request that a copy of the written order from the Securities and Exchange Commission verifying the effective time and date
of the Registration Statement be sent to our counsel, Carmel, Milazzo & Feil LLP, Attention: Ross Carmel by email to rcarmel@cmfllp.com.
If you have any questions regarding this request,
please contact Ross Carmel of Carmel, Milazzo & Feil LLP at (646) 838-1310.
Very truly yours,
SIYATA MOBILE INC.
By:
/s/ Marc Seelenfreund
Marc Seelenfreund
Chief Executive Officer
2022-11-28 - UPLOAD - Core AI Holdings, Inc.
United States securities and exchange commission logo
November 28, 2022
Marc Seelenfreund
Chief Executive Officer
Siyata Mobile Inc.
1751 Richardson Street, Suite #2207
Montreal, Quebec Canada H3K-1G6
Re:Siyata Mobile Inc.
Registration Statement on Form F-1
Filed November 22, 2022
File No. 333-268536
Dear Marc Seelenfreund:
This is to advise you that we have not reviewed and will not review your registration
statement.
Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
Please contact Kyle Wiley, Staff Attorney, at 202-344-5791 or Jan Woo, Legal Branch
Chief, at 202-551-3453 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc: Ross Carmel
2022-07-14 - CORRESP - Core AI Holdings, Inc.
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SIYATA MOBILE INC.
1001 Lenoir Street, Suite A-414
Montreal, Quebec, Canada, H4C
2Z6
+1-514-500-1181
July 14, 2022
VIA EDGAR
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Attn: Mr. Mitchell Austin, Staff Attorney
Re: Siyata Mobile Inc.
Registration Statement on Form F-3
File No. 333-265998
Dear Mr. Austin:
Pursuant to Rule 461 of the General Rules
and Regulations under the Securities Act of 1933, as amended (the “Act”), Siyata Mobile Inc. (the “Company”)
respectfully requests that the effective date of the Registration Statement referred to above be accelerated so that it will be
declared effective at 4:30 p.m., Eastern Daylight Time, on Monday, July 18, 2022, or as soon as thereafter possible.
In making this acceleration request, the
Company acknowledges that it is aware of its responsibilities under the Act.
Once the Registration Statement is effective,
please orally confirm the event with our counsel, Carmel, Milazzo & Feil LLP by calling Mr. Ross Carmel at (646) 838-1310.
We also respectfully request that a copy of the written order from the Securities and Exchange Commission verifying the effective
time and date of the Registration Statement be sent to our counsel, Carmel, Milazzo & Feil LLP, Attention: Ross Carmel by email
to rcarmel@cmfllp.com.
If you have any questions regarding this
request, please contact Ross Carmel of Carmel, Milazzo & Feil LLP at (646) 838-1310.
Very truly yours,
SIYATA MOBILE INC.
By:
/s/Marc Seelenfreund
Marc Seelenfreund
Chief Executive Officer
2022-07-07 - UPLOAD - Core AI Holdings, Inc.
United States securities and exchange commission logo
July 7, 2022
Gerald Bernstein
Chief Executive Officer
Siyata Mobile Inc.
1001 Lenoir Street, Suite A-414
Montreal, Quebec, Canada, H4C 2Z6
Re:Siyata Mobile Inc.
Registration Statement on Form F-3
Filed July 1, 2022
File No. 333-265998
Dear Mr. Bernstein:
This is to advise you that we have not reviewed and will not review your registration
statement.
Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
Please contact Mitchell Austin, Staff Attorney, at (202) 551-3574 or, in his absence, Jan
Woo, Legal Branch Chief, at (202) 551-3453 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc: Ross David Carmel, Esq.
2022-01-06 - CORRESP - Core AI Holdings, Inc.
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Siyata Mobile Inc.
1001 Lenoir St Suite A-414
Montreal, QC H4C 2Z6
Canada
January 6, 2022
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Ms. Alexandra Barone
Re: Siyata Mobile Inc.
Registration Statement on Form F-1, as amended
File No. 333-261644
Ladies and Gentlemen:
Pursuant to Rules 460
and 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), Siyata
Mobile Inc. (the “Company”) respectfully requests that the effective date of the registration statement referred to
above (the “Registration Statement”) be accelerated so that it will become effective at 5:00 p.m., Eastern Time, on
Thursday, January 6, 2022, or as soon thereafter as possible. In making this acceleration request, the Company acknowledges that it is
aware of its responsibilities under the Act.
Once the Registration
Statement is effective, please orally confirm the event with our counsel, Carmel, Milazzo & Feil LLP by calling Jeffrey Koeppel at
(301) 785-4319. We also respectfully request that a copy of the written order from the Securities and Exchange Commission verifying the
effective time and date of the Registration Statement be sent to our counsel, Carmel, Milazzo & Feil LLP, Attention: Jeffrey Koeppel,
by facsimile to (646) 838-1314 or email at jkoeppel@cmfllp.com.
If you have any questions
regarding this request, please contact Jeffrey Koeppel, Esq., of Carmel, Milazzo & Feil LLP at (301) 785-4319.
Very Truly Yours,
By: /s/ Marc Seelenfreundp
Name: Marc Seelenfreund
Title: Chief Executive Officer
cc: Jeffrey Koeppel, Carmel, Milazzo & Feil LLP
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January 6, 2022
Securities and Exchange Commission
100 F. Street, NE
Washington, D.C. 20549
Re:
Siyata Mobile Inc.
Registration Statement on Form F-1
File No. 333-261644
VIA EDGAR
Ladies and Gentlemen:
Pursuant to Rule 461 of the General Rules and Regulations of the U.S. Securities
and Exchange Commission under the Securities Act of 1933, as amended, Maxim Group LLC, as representative of the underwriters, hereby requests
acceleration of the effective date of the above-referenced Registration Statement so that it will become effective at 5:00 p.m., Eastern
Time, on Thursday, January 6, 2022, or as soon thereafter as practicable.
The following is supplemental information supplied under Rule 418(a)(7)
and Rule 460 under the Securities Act of 1933:
(i)
Date of preliminary prospectus: January 5, 2022.
(ii)
Dates of distribution: January 5, 2022 through the date hereof.
(iii)
Number of prospective underwriters and selected dealers to whom the preliminary prospectus was furnished: 1.
(iv)
Number of prospectuses so distributed: 240.
The undersigned confirms that it has complied with and will continue to
comply with, and it has been informed or will be informed by participating dealers that they have complied with or will comply with, Rule
15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in connection with the above-referenced issue.
MAXIM GROUP LLC
By:
/s/ Clifford A. Teller
Name:
Clifford A. Teller
Title:
Executive Managing Director
Head of Investment Banking
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Siyata Mobile Inc.
1001 Lenoir St Suite A-414
Montreal, QC H4C 2Z6
Canada
January 5, 2022
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Ms. Alexandra Barone
Re: Siyata Mobile Inc.
Registration Statement on Form F-1, as amended
File No. 333-261644
Ladies and Gentlemen:
Reference is made to our
letter, filed as correspondence via EDGAR on January 4, 2022, in which we requested the acceleration of the effective date of the above-referenced
Registration Statement on Form F-1 for 5:00 p.m., Eastern Time, on Wednesday, January 5, 2022, in accordance with Rule 461 under the Securities
Act of 1933, as amended.
We are no longer requesting
that such Registration Statement be declared effective at that time and we hereby formally withdraw that request for acceleration of the
effective date.
If you have any questions
regarding this request, please contact Jeffrey Koeppel, Esq., of Carmel, Milazzo & Feil LLP at (301) 785-4319.
Very Truly Yours,
By: /s/ Marc Seelenfreundp
Name: Marc Seelenfreund
Title: Chief Executive Officer
cc: Jeffrey Koeppel, Carmel, Milazzo & Feil LLP
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January 5, 2022
Securities and Exchange Commission
100 F. Street, NE
Washington, D.C. 20549
Re:
Siyata Mobile Inc.
Registration Statement on Form F-1
File No. 333-261644
VIA EDGAR
Ladies and Gentlemen:
Reference is made to our letter, filed as correspondence via EDGAR on January
4, 2022, in which we, Maxim Group LLC, as representative of the underwriters, joined the Company’s request for acceleration of the
effective date of the above-referenced Registration Statement for Wednesday January 5, 2022, at 5:00 p.m. Eastern Time. The Company is
no longer requesting that such Registration Statement be declared effective at this time and we hereby formally withdraw our request for
acceleration of the effective date.
MAXIM GROUP LLC
By:
/s/ Clifford A. Teller
Name:
Title:
Clifford A. Teller
Executive Managing Director
Head of Investment Banking
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January 4, 2022
Securities and Exchange Commission
100 F. Street, NE
Washington, D.C. 20549
Re:
Siyata Mobile Inc
Registration Statement on Form F-1
File No. 333-261644
VIA EDGAR
Ladies and Gentlemen:
Pursuant to Rule 461 of the General Rules and Regulations of the U.S. Securities
and Exchange Commission under the Securities Act of 1933, as amended, Maxim Group LLC, as representative of the underwriters, hereby requests
acceleration of the effective date of the above-referenced Registration Statement so that it will become effective at 5:00 p.m., Washington
D.C. time, on Wednesday, January 5, 2022, or as soon thereafter as practicable.
The following is supplemental information supplied under Rule 418(a)(7)
and Rule 460 under the Securities Act of 1933:
(i)
Date of preliminary prospectus: January 4, 2022.
(ii)
Dates of distribution: January 4, 2022 through the date hereof.
(iii)
Number of prospective underwriters and selected dealers to whom the preliminary prospectus was furnished: 1.
(iv)
Number of prospectuses so distributed: 240.
The undersigned confirms that it has complied with and will continue to
comply with, and it has been informed or will be informed by participating dealers that they have complied with or will comply with, Rule
15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in connection with the above-referenced issue.
MAXIM GROUP LLC
By: /s/ Clifford
A. Teller
Name: Clifford A. Teller
Title: Executive Managing Director
Head of Investment Banking
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Siyata Mobile Inc.
1001 Lenoir St Suite A-414
Montreal, QC H4C 2Z6
Canada
January 4, 2022
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Ms. Alexandra Barone
Re: Siyata Mobile Inc.
Registration Statement on Form F-1, as amended
File No. 333-261644
Ladies and Gentlemen:
Pursuant to Rules 460 and 461 of
the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), Siyata Mobile Inc.
(the “Company”) respectfully requests that the effective date of the registration statement referred to above (the
“Registration Statement”) be accelerated so that it will become effective at 5:00 p.m., Eastern Time, on Wednesday,
January 5, 2022, or as soon thereafter as possible. In making this acceleration request, the Company acknowledges that it is aware of
its responsibilities under the Act.
Once the Registration Statement
is effective, please orally confirm the event with our counsel, Carmel, Milazzo & Feil LLP by calling Jeffrey Koeppel at (301) 785-4319.
We also respectfully request that a copy of the written order from the Securities and Exchange Commission verifying the effective time
and date of the Registration Statement be sent to our counsel, Carmel, Milazzo & Feil LLP, Attention: Jeffrey Koeppel, by facsimile
to (646) 838-1314 or email at jkoeppel@cmfllp.com.
If you have any questions regarding
this request, please contact Jeffrey Koeppel, Esq., of Carmel, Milazzo & Feil LLP at (301) 785-4319.
Very Truly Yours,
By:
/s/ Marc Seelenfreundp
Name:
Marc Seelenfreund
Title:
Chief Executive Officer
cc: Jeffrey Koeppel, Carmel, Milazzo & Feil LLP
2021-12-17 - UPLOAD - Core AI Holdings, Inc.
United States securities and exchange commission logo
December 17, 2021
Gerald Bernstein
Chief Financial Officer
Siyata Mobile Inc.
1001 Lenoir St Suite A-414
Montreal, QC H4C 2Z6
Re:Siyata Mobile Inc.
Registration Statement on Form F-1
Filed December 14, 2021
File No. 333-261644
Dear Mr. Bernstein:
This is to advise you that we have not reviewed and will not review your registration
statement.
Please refer to Rule 461 regarding requests for acceleration. 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.
Please contact Alexandra Barone, Staff Attorney, at (202) 551-8816 or Jan Woo, Legal
Branch Chief, at (202) 551-3453 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc: Ross Carmel, Esq.
2021-12-02 - CORRESP - Core AI Holdings, Inc.
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SIYATA MOBILE INC.
1001 Lenoir St Suite A-414
Montreal, QC H4C 2Z6
December 2, 2021
United States Securities and
Exchange Commission
Department of Corporation
Finance
100 F Street, N.E.
Washington, D.C. 20549
Attn: Alexandra Barone, Esq.
Re:
Siyata Mobile Inc.
Registration Statement on Form F-1
File No. 333-261190
Originally filed on November 18, 2021
Ladies and Gentlemen:
Pursuant to Rule
461 promulgated under the Securities Act of 1933, as amended, Siyata Mobile Inc. (the “Company”) hereby respectfully requests
acceleration of the effectiveness of the above-referenced Registration Statement so that such Registration Statement will become effective
as of 4:00 PM Eastern Time, December 3, 2021, or as soon as practicable thereafter.
We respectfully
request that we be notified of such effectiveness by a telephone call to our counsel, Peter Gennuso at McCarter & English, LLP, at
(212) 609-6862.
Sincerely,
/s/ Marc Seelenfreund
Marc Seelenfreund, Chief Executive Officer
2020-09-28 - UPLOAD - Core AI Holdings, Inc.
United States securities and exchange commission logo
August 19, 2020
Marc Seelenfreund
Chief Executive Officer
Siyata Mobile Inc.
1001 Lenoir St Suite A-414
Montreal, QC H4C 2Z6
Re:Siyata Mobile Inc.
Amendment No. 2 to
Draft Registration Statement on Form F-1
Submitted August 10, 2020
File No. 377-03097
Dear Mr. Seelenfreund:
We have reviewed your amended draft registration statement and have the following
comments. In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, our references to prior comments are to comments in our
July 22, 2020 letter.
Draft Amended Registration Statement on Form F-1 filed on August 10, 2020
Capitalization, page 41
1.We note the disclosure under Recent Developments on page 3. It appears you should also
give effect to the private placement transaction completed on August 4th. Please revise
and advise us.
2.On a separate line-item within the Capitalization table, please disclose the total amount of
outstanding debt as of the most recent balance sheet date and pro forma amount after
giving effect to the financings.
FirstName LastNameMarc Seelenfreund
Comapany NameSiyata Mobile Inc.
August 19, 2020 Page 2
FirstName LastName
Marc Seelenfreund
Siyata Mobile Inc.
August 19, 2020
Page 2
Management's Discussion and Analysis
Results of Operations for the Year Ended December 31, 2019
Revenues and Cost of Goods Sold, page 50
3.We note in the second paragraph of page 50 that you attribute declining revenues to two
offsetting factors, both unquantified. In the fourth paragraph of page 50 you similarly
attribute improved gross margins to two offsetting factors, improved margins and lower
sales volume, both factors are unquantified. Please revise your MD&A to quantify the
impact of each these material factors.
Business, page 57
4.We note your response to prior comment 1. Please identify the customer that accounted
for 15% of your revenues in 2019 and discuss the material terms of any agreements with
this customer. Please also include a risk factor that 49% of your revenues in 2019 were
generated from four customers.
5.We note your response to prior comment 7. Please clarify whether any individual channel
partner generated a material amount of your revenue. If so, describe the material terms of
your arrangements with those channel partners.
Financial Statements
3. Significant Accounting Policies, page F-10
6.Please disclose the nature of the balance sheet line-item identified as "Reserves" and
advise us.
You may contact Joseph Kempf, Staff Accountant, at (202) 551-3352 or Robert
Littlepage, Accounting Branch Chief, at (202) 551-3361 if you have questions regarding
comments on the financial statements and related matters. Please contact Michael C. Foland,
Attorney-Advisor, at (202) 551-6711 or Jan Woo, Legal Branch Chief, at (202) 551- 3453 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc: Joseph M. Lucosky
2020-09-23 - CORRESP - Core AI Holdings, Inc.
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September
23, 2020
Securities
and Exchange Commission
100
F. Street, NE
Washington,
D.C. 20549
Re:
Siyata Mobile Inc.
Registration Statement on Form F-1
File No. 333-248254
VIA
EDGAR
Ladies
and Gentlemen:
Pursuant
to Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933,
as amended, Maxim Group LLC, as representative of the underwriters, hereby requests acceleration of the effective date of the
above-referenced Registration Statement so that it will become effective at 5:00 p.m., Washington D.C. time, on Thursday, September
24, 2020, or as soon thereafter as practicable.
The
following is supplemental information supplied under Rule 418(a)(7) and Rule 460 under the Securities Act of 1933:
(i)
Date
of preliminary prospectus: September 22, 2020.
(ii)
Dates
of distribution: September 22, 2020 through the date hereof.
(iii)
Number
of prospective underwriters and selected dealers to whom the preliminary prospectus was furnished: 5.
(iv)
Number
of prospectuses so distributed: 266.
The
undersigned confirms that it has complied with and will continue to comply with, and it has been informed or will be informed
by participating dealers that they have complied with or will comply with, Rule 15c2-8 promulgated under the Securities Exchange
Act of 1934, as amended, in connection with the above-referenced issue.
[Signature
Page Follows]
MAXIM
GROUP LLC
By:
/s/
Clifford A. Teller
Name:
Clifford
A. Teller
Title:
Executive
Managing Director
Head
of Investment Banking
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Siyata Mobile Inc.
1001 Lenoir St Suite
A-414
Montreal, QC H4C
2Z6
September 23, 2020
VIA EDGAR
United States Securities and Exchange Commission
Department of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention:
Michael C. Foland
Joseph Kempf
Re:
Siyata Mobile Inc.
Registration Statement on Form F-1
File No. 333-248254
Ladies and Gentlemen:
Pursuant to Rule 461 of
the General Rules and Regulations under the Securities Act of 1933, as amended (the “Securities Act”), Siyata Mobile
Inc. (the “Company”) respectfully requests that the effective date of the registration statement referred to above
(the “Registration Statement”) be accelerated so that it will become effective at 5:00 p.m., Eastern Time, on Thursday,
September 24, 2020, or as soon thereafter as possible.
Please notify Scott Linsky
of Lucosky Brookman LLP, counsel to the Company, at (732) 395-4408 as soon as possible as to the time the Registration Statement
has been declared effective pursuant to this acceleration request.
Respectfully submitted,
Siyata Mobile Inc.
By:
/s/ Marc Seelenfreund
Name:
Marc Seelenfreund
Title:
Chief Executive Officer
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SIYATA MOBILE
INC.
1001 Lenoir
St. Suite A-414
Montreal,
QC H4C 2Z6
September
21, 2020
Joseph Kempf
U.S. Securities
& Exchange Commission
100 F Street,
N.E.
Washington,
D.C. 20549
Re:
Siyata
Mobile Inc.
Amendment
No. 1 to
Registration
Statement on Form F-1
Filed
September 8, 2020
File
No. 333-248254
Dear
Mr. Kempf:
By letter dated
September 11, 2020, the staff (the “Staff,” “you” or “your”) of the U.S.
Securities & Exchange Commission (the “Commission”) provided Siyata Mobile Inc. (the “Company,”
“we,” “us” or “our”) with its comments to the Company’s Amendment
No. 1 to Registration Statement on Form F-1 filed on September 8, 2020. We are in receipt of your letter and set forth below are
the Company’s responses to the Staff’s comments. For your convenience, the comments are listed below, followed by
the Company’s responses in bold.
Amended Registration
Statement on Form F-1 filed on September 8, 2020
Recent Developments, page 3
1.
We note your response to prior comment 1. In
an amended Form F-1 filed prior to requesting effectiveness, update your disclosures throughout the document to reflect the
actual reverse stock split approved by your Board of Directors.
Response:
We
have updated the Company’s Amendment No. 3 to the Registration Statement (the “Registration Statement”) to reflect
the actual reverse stock split that has been approved by our Board of Directors.
Consolidated Financial Statements,
page F-1
2. We
note your response to prior comment 1. In an amended Form F-1 filed prior to requesting
effectiveness, update your disclosures throughout the document to reflect the actual
reverse stock split approved by your Board of Directors.
Response:
We
have updated the disclosures throughout the Registration Statement to reflect the actual reverse stock split amount approved by
the Board of Directors.
Thank you for
your assistance in reviewing this filing.
Very Truly Yours,
Marc Seelenfreund
Chief Executive
Officer
Siyata Mobile
Inc.
1001 Lenoir
St. Suite A-414
Montreal, QC
H4C 2Z6
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SIYATA MOBILE INC.
1001 Lenoir St. Suite A-414
Montreal, QC H4C 2Z6
September 14,
2020
Joseph Kempf
U.S. Securities & Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re:
Siyata Mobile Inc.
Amendment No. 1 to
Registration Statement on Form F-1
Filed September 8, 2020
File No. 333-248254
Dear Mr. Kempf:
By letter dated September 11, 2020, the
staff (the “Staff,” “you” or “your”) of the U.S. Securities & Exchange
Commission (the “Commission”) provided Siyata Mobile Inc. (the “Company,” “we,”
“us” or “our”) with its comments to the Company’s Amendment No. 1 to Registration Statement
on Form F-1 filed on September 8, 2020. The current Amendment No. 2 that we have filed does not address the comments that were
raised by the Staff in the Letter, and is intended to address other items not discussed in the Letter. We will be filing an amended
registration statement in the future that will directly the Staff’s comments in the Letter.
Thank you for your assistance in reviewing
this filing.
Very Truly Yours,
/s/ Marc Seelenfreund
Marc Seelenfreund
Chief Executive Officer
Siyata Mobile Inc.
1001 Lenoir St. Suite A-414
Montreal, QC H4C 2Z6
2020-09-11 - UPLOAD - Core AI Holdings, Inc.
United States securities and exchange commission logo
September 11, 2020
Marc Seelenfreund
Chief Executive Officer
Siyata Mobile Inc.
1001 Lenoir St Suite A-414
Montreal, QC H4C 2Z6
Re:Siyata Mobile Inc.
Amendment No. 1 to
Registration Statement on Form F-1
Filed September 8, 2020
File No. 333-248254
Dear Mr. Seelenfreund:
We have reviewed your amended registration statement and have the following
comments. In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe our comments apply 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 these comments, we may have additional comments. Unless we note
otherwise, our references to prior comments are to comments in our August 31, 2020 letter.
Amended Registration Statement on Form F-1 filed on September 8, 2020
Recent Developments, page 3
1.We note your response to prior comment 1. In an amended Form F-1 filed prior to
requesting effectiveness, update your disclosures throughout the document to reflect the
actual reverse stock split approved by your Board of Directors.
Consolidated Financial Statements, page F-1
2.We note your response to prior comment 1. Present on the face of your income
statement pro forma loss per share to give effect to the reverse stock split approved by
your Board of Directors. Disclose the facts and circumstances of the stock split, the
FirstName LastNameMarc Seelenfreund
Comapany NameSiyata Mobile Inc.
September 11, 2020 Page 2
FirstName LastName
Marc Seelenfreund
Siyata Mobile Inc.
September 11, 2020
Page 2
impact on your capitalization and your calculation of pro forma loss per share in a
footnote to your financial statements. You should provide similar pro forma per share
data within the Summary Financial Data and elsewhere where per share information is
disclosed.
You may contact Joseph Kempf, Staff Accountant, at (202) 551-3352 or Robert
Littlepage, Accounting Branch Chief, at (202) 551-3361 if you have questions regarding
comments on the financial statements and related matters. Please contact Michael C. Foland,
Attorney-Advisor, at (202) 551-6711 or Jan Woo, Legal Branch Chief, at (202) 551- 3453 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc: Joseph M. Lucosky
2020-09-08 - CORRESP - Core AI Holdings, Inc.
CORRESP
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filename1.htm
SIYATA MOBILE INC.
1001 Lenoir St. Suite A-414
Montreal, QC H4C 2Z6
September 7, 2020
Joseph Kempf
U.S. Securities & Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re:
Siyata Mobile Inc.
Amendment No. 3 to
Draft Registration Statement on Form
F-1
Submitted August 24, 2020
File No. 377-03097
Dear Mr. Kempf:
By letter dated August 31, 2020, the staff
(the “Staff,” “you” or “your”) of the U.S. Securities & Exchange Commission
(the “Commission”) provided Siyata Mobile Inc. (the “Company,” “we,” “us”
or “our”) with its comments to the Company’s Amendment No. 3 to Registration Statement on Form F-1 filed
on August 24, 2020. We are in receipt of your letter and set forth below are the Company’s responses to the Staff’s
comments. For your convenience, the comments are listed below, followed by the Company’s responses in bold.
Amendment No. 3 to Draft Registration
Statement on Form F-1 filed on August 24, 2020
Recent Developments, page 3
1.
Complete the disclosure of the reverse stock split approved by shareholders on July 28, 2020 in the last bullet on page 3, page 7, and elsewhere as applicable. You should also disclose the reverse stock split and how you accounted for it in your financial statements under subsequent events
Response:
We have updated the Company’s
Amendment No. 4 Registration Statement (the “Registration Statement”) to reflect that the exact amount of reverse stock
split has not been approved by our Board of Directors and the for the purposes of the Registration Statement, we have assumed a
reverse stock split of the authorized and outstanding common shares in the amount of 80-for-1. Accordingly, the reverse stock split
will not be accounted for in our financial statements under subsequent events.
The reverse stock split has yet to be approved by the Board
of Directors as at the date the financial statements were authorized for issue. In accordance with IAS 33.64, a retrospective
adjustment only takes place “if these changes occur after the reporting period but before the financial statements are authorized
for issue.” Since the transaction is yet to be approved by the Board, the reverse stock split remains contemplated as at
the date the financial statements were authorized for issue and no disclosure is necessary.
Summary Financial Data, page 8
2.
Indicate in the line-item description that you are reporting a net loss per share, not diluted net income per share.
Response:
We have made the Staff’s requested
edits in the Company’s Registration Statement.
Capitalization, page 41
3.
Please disclose why the issuance of $1,580 in new debentures resulted in total outstanding long-term debt increasing by only $217 on a pro forma basis.
Response:
The Company added a footnote on page 41, by the Total Outstanding
Long-Term Debt line item on the Capitalization table, to disclose the information requested by the Staff.
4.
Indicate that the information is presented in thousands of Canadian $.
Response:
The Company supplemented the Registration
Statement with the information requested by the Staff.
We urge all persons
who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information
of the Securities Exchange Act of 1934 and all applicable Exchange Act rules require. Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the
disclosures that they have made.
The Company acknowledges that
●
The Company is responsible for the adequacy and accuracy of the disclosure in the filing;
●
Staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and
●
The Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
Thank you for your assistance in reviewing
this filing.
Very Truly Yours,
Marc Seelenfreund
Chief Executive Officer
Siyata Mobile Inc.
1001 Lenoir St. Suite A-414
Montreal, QC H4C 2Z6
2
2020-08-31 - UPLOAD - Core AI Holdings, Inc.
United States securities and exchange commission logo
August 31, 2020
Marc Seelenfreund
Chief Executive Officer
Siyata Mobile Inc.
1001 Lenoir St Suite A-414
Montreal, QC H4C 2Z6
Re:Siyata Mobile Inc.
Registration Statement on Form F-1
Submitted August 24, 2020
File No. 377-03097
Dear Mr. Seelenfreund:
We have reviewed your registration statement and have the following comments. In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe our comments apply 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 these comments, we may have additional comments.
Form F-1 filed August 24, 2020
Recent Developments, page 3
1.Complete the disclosure of the reverse stock split approved by shareholders on July 28,
2020 in the last bullet on page 3, page 7, and elsewhere as applicable. You should also
disclose the reverse stock split and how you accounted for it in your financial statements
under subsequent events.
Summary Financial Data, page 8
2.Indicate in the line-item description that you are reporting a net loss per share, not diluted
net income per share.
FirstName LastNameMarc Seelenfreund
Comapany NameSiyata Mobile Inc.
August 31, 2020 Page 2
FirstName LastName
Marc Seelenfreund
Siyata Mobile Inc.
August 31, 2020
Page 2
Capitalization, page 41
3.Please disclose why the issuance of $1,580 in new debentures resulted in total outstanding
long-term debt increasing by only $217 on a pro forma basis.
4.Indicate that the information is presented in thousands of Canadian $.
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.
You may contact Joseph Kempf, Staff Accountant, at (202) 551-3352 or Robert
Littlepage, Accounting Branch Chief, at (202) 551-3361 if you have questions regarding
comments on the financial statements and related matters. Please contact Michael C.
Foland, Attorney-Advisor, at (202) 551-6711 or Jan Woo, Legal Branch Chief, at (202) 551-
3453 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc: Joseph M. Lucosky
2020-08-24 - CORRESP - Core AI Holdings, Inc.
CORRESP
1
filename1.htm
SIYATA
MOBILE INC.
1001
Lenoir St. Suite A-414
Montreal,
QC H4C 2Z6
August
24, 2020
Joseph
Kempf
U.S.
Securities & Exchange Commission
100
F Street, N.E.
Washington,
D.C. 20549
Re:
Siyata Mobile
Inc.
Amendment
No. 2 to
Draft
Registration Statement on Form F-1
Submitted August
10-, 2020
File No. 377-03097
Dear
Mr. Kempf:
By
letter dated August 19, 2020, the staff (the “Staff,” “you” or “your”)
of the U.S. Securities & Exchange Commission (the “Commission”) provided Siyata Mobile Inc. (the “Company,”
“we,” “us” or “our”) with its comments to the Company’s Amendment
No. 2 to Registration Statement on Form F-1 filed on August 10, 2020. We are in receipt of your letter and set forth below are
the Company’s responses to the Staff’s comments. For your convenience, the comments are listed below, followed by
the Company’s responses in bold.
Amendment
No. 2 to Draft Registration Statement on Form F-1 filed on August 10, 2020
Capitalization,
page 41
1.
We note the disclosure
under Recent Developments on page 3. It appears you should also give effect to the private placement transaction completed
on August 4th. Please revise and advise us.
Response:
The
column of the capitalization table titled “Pro Forma as Adjusted for June and August 2020 Private Placement Financing”
in the Registration Statement on Form F-1 (the “Registration Statement”) includes the effect of the private placement
transactions completed on both June 23, 2020 Convertible Debenture financing and the August 4, 2020 share capital raise. We have
inserted a footnote to further clarify this fact.
2.
On
a separate line-item within the Capitalization table, please disclose the total amount of outstanding debt as of the most recent
balance sheet date and pro forma amount after giving effect to the financings
Response:
We
have made the Staff’s requested edits in the Company’s Registration Statement.
Management’s
Discussion and Analysis
Results
of Operations for the Year Ended December 31, 2019
Revenues
and Cost of Goods Sold, page 50
3.
We
note in the second paragraph of page 50 that you attribute declining revenues to two offsetting factors, both unquantified.
In the fourth paragraph of page 50 you similarly attribute improved gross margins to two offsetting factors, improved margins
and lower sales volume, both factors are unquantified. Please revise your MD&A to quantify the impact of each these
material factors
Response:
We
have provided the additional information requested by the Staff in the MD&A section of the Registration Statement.
Business,
page 57
4.
We
note your response to prior comment 1. Please identify the customer that accounted for 15% of your revenues in 2019 and
discuss the material terms of any agreements with this customer. Please also include a risk factor that 49% of your revenues
in 2019 were generated from four customers.
Response:
AT&T
is the customer that accounted for 15% of our revenue in 2019. We disclosed this information, as well as the material terms of
its agreements with AT&T, on page 57 of the Registration Statement. Additionally, in accordance with the Staff’s comments,
we provided a risk factor on page 14 to disclose that 49% of our revenues in 2019 were generated from four customers.
5.
We
note your response to prior comment 7. Please clarify whether any individual channel partner generated a material amount of your
revenue. If so, describe the material terms of your arrangements with those channel partners.
Response:
Our
channel partners are our clients. We do not sell our products directly to the end-users but rather sells directly to its channel
partners. As disclosed in the previous response in this letter, AT&T represented 15% of our revenues in 2019, with four channel
partners/customers representing 49% of our revenues in 2019.
2
Financial
Statements
3.
Significant Accounting Policies, page F-10
6.
Please
disclose the nature of the balance sheet line-item identified as “Reserves” and advise us.
Response:
The
purpose of our Reserve account is to track the valuation of equity instruments issued other than common shares (i.e. the value
of stock options, warrants, and equity components of convertible debt). This value of these equity instruments is recorded in
Reserves until the instrument is exercised into common shares, at which time the original value of the instrument is re-classified
into share capital. This presentation is common under IFRS, and similar to the usage of Additional Paid-In-Capital in the United
States. Because the Company’s shares do not have a par value, all valuations of equity instruments other than common shares
get booked into the Reserve account.
The
Company provided additional guidance in footnotes on page 8 and 41 of the Registration Statement to further clarify the purpose
of the Reserve account.
We
urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing
includes the information of the Securities Exchange Act of 1934 and all applicable Exchange Act rules require. Since the company
and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures that they have made.
The
Company acknowledges that
●
The
Company is responsible for the adequacy and accuracy of the disclosure in the filing;
●
Staff
comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with
respect to the filing; and
●
The
Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.
Thank
you for your assistance in reviewing this filing.
Very
Truly Yours,
Marc
Seelenfreund
Chief
Executive Officer
Siyata
Mobile Inc.
1001
Lenoir St. Suite A-414
Montreal,
QC H4C 2Z6
3
2020-07-22 - UPLOAD - Core AI Holdings, Inc.
United States securities and exchange commission logo
July 22, 2020
Marc Seelenfreund
Chief Executive Officer
Siyata Mobile Inc.
1001 Lenoir St Suite A-414
Montreal, QC H4C 2Z6
Re:Siyata Mobile Inc.
Amendment No. 1 to
Draft Registration Statement on Form F-1
Submitted June 25, 2020
File No. 377-03097
Dear Mr. Seelenfreund:
We have reviewed your amended draft registration statement and have the following
comments. In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 1 to Draft Registration Statement on Form F-1 filed on June 25, 2020
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
42
1.We note that a single customer accounts for approximately 15% of your revenues for 2019
and your top four customers account for approximately 49% of your revenues for 2019.
Please clarify whether any other customers individually contributed a material amount of
revenue. To the extent material, please identify these significant customers and discuss
the terms of any agreements.
FirstName LastNameMarc Seelenfreund
Comapany NameSiyata Mobile Inc.
July 22, 2020 Page 2
FirstName LastNameMarc Seelenfreund
Siyata Mobile Inc.
July 22, 2020
Page 2
Significant Highlights, page 43
2.We note that you have been granted licensing agreements with Uniden® America Corp,
Via Licensing, and Wilson Electronics, LLC. Please disclose the material financial
obligations under those agreements, including but not limited to, the minimum royalty
payments. Please file the agreement with Via Licensing as an exhibit or provide an
analysis supporting your determination that you are not required to provide the contract.
Refer to Item 601(b)(10) of Regulation S-K.
Outlook, page 45
3.Please discuss the known trends and uncertainties from the COVID-19 pandemic on your
future results of operations, liquidity and capital resources. Address how the COVID-19
pandemic may impact your ability to continue as a going concern and how management
plans to address these uncertainties.
Results of Operations for the Year Ended December 31, 2019, page 48
4.Please quantify in MD&A each material factor identified in your discussion as having a
significant impact on your results of operations. You should replace vague terms such as
“mainly” in favor of specific quantifications.
5.We note you discuss the impact of the initial demand for your Uniden® UV350 4G In-
vehicle product in North America offset by a drop in sales of legacy 3G products. Please
expand your discussion to focus on such known trends or uncertainties that you
reasonably expect will have a material impact on your future net sales, revenues and
income from continuing operations. Describe and quantify your historic reliance of 3G
and other legacy products for your revenues and the anticipated impact from any declines
in such sales on your future revenues and margins.
Liquidity and Capital Resources, page 51
6.We note that you had convertible debentures coming due on June 28, 2020. Please see the
guidance provided by Section III.C of Release 33-6835 and expand your discussions of
liquidity and capital resources to address these balloon payments as well as other material
payments coming due on long-term debt. Disclose proposed sources of funding required
to satisfy such obligations.
Business, page 56
7.Please revise to provide more details concerning your channel partners and clarify how
much of your revenue is derived from these sources as compared to direct sales. For
example, please clarify whether any of your channel partners generates a material amount
of your revenue and describe the material terms of those relationships, including the
identity of those channel partners.
FirstName LastNameMarc Seelenfreund
Comapany NameSiyata Mobile Inc.
July 22, 2020 Page 3
FirstName LastNameMarc Seelenfreund
Siyata Mobile Inc.
July 22, 2020
Page 3
8.We note your statement that you obtained industry data and forecasts from market
research, publicly available information, and industry publications. Where you have
included industry or market data in the prospectus, please either identify the sources or
attribute the information to your own company, based on your own research.
Management, page 63
9.We note that the four director nominees appear to be currently serving on the board based
on the information on your website. Please revise to disclose the dates on which the
directors were appointed.
Financial Statements
Consolidated Statements of Loss and Comprehensive Loss, page F-4
10.Revise your income statement to include the impairment of intangible assets in the
calculation of net operating income (loss).
4. Trade and Other Receivables, page F-18
11.Tell us why the days-sales-outstanding in your trade receivables, as of December 31,
2019, appears to be over 2-1/2 times that of December 31, 2018. Material trends in sales
and collectability of receivables should be addressed in your Management's Discussion of
Analysis in accordance with the guidance provided by Securities Act Release No. 33-
6835.
7. Intangible Assets, page F-19
12.In light of your policy of amortizing development costs on a straight-line basis using
useful lives of 5 - 6 years, it is unclear how you calculated the $950,383 of amortization
expense for the year ended December 31, 2019. Please advise and provide us your
calculations. Also, please disclose and tell us how much of the deferred development
costs and related accumulated amortization represents 3G and 4G technologies.
Exhibits
13.Please file the employment agreements with Gerald Bernstein and the consulting
agreement with Glenn Kennedy as exhibits. See Item 601(b)(10)(iii) of Regulation S-K.
General
14.Please supplementally provide us with copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf,
present to potential investors in reliance on Section 5(d) of the Securities Act, whether or
not they retain copies of the communications.
FirstName LastNameMarc Seelenfreund
Comapany NameSiyata Mobile Inc.
July 22, 2020 Page 4
FirstName LastName
Marc Seelenfreund
Siyata Mobile Inc.
July 22, 2020
Page 4
You may contact Joseph Kempf, Staff Accountant, at (202) 551-3352 or Robert
Littlepage, Accounting Branch Chief, at (202) 551-3361 if you have questions regarding
comments on the financial statements and related matters. Please contact Michael C. Foland,
Attorney-Advisor, at (202) 551-6711 or Jan Woo, Legal Branch Chief, at (202) 551- 3453 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc: Joseph M. Lucosky
2020-03-26 - UPLOAD - Core AI Holdings, Inc.
March 26, 2020
Marc Seelenfreund
Chief Executive Officer
Siyata Mobile Inc.
1001 Lenoir St Suite A-414
Montreal, QC H4C 2Z6
Re:Siyata Mobile Inc.
Draft Registration Statement on Form F-1
Submitted March 19, 2020
File No. 377-03097
Dear Mr. Seelenfreund:
Our initial review of your registration statement indicates that it fails in numerous
material respects to comply with the requirements of the Securities Act of 1933, the rules and
regulations thereunder and the requirements of the form. More specifically,
We note that you have not included the audit opinions for all periods for which audited
financial statements are required. Ensure that the financial statements are audited in accordance
with PCAOB Standards and that your auditor complies with the Commission’s standards for
auditor independence. Refer to Instruction 2 to Item 8.A.2 of Form 20-F and Article 2 of
Regulation S-X.
We will provide more detailed comments relating to your registration statement
following our review of a substantive amendment that addresses these deficiencies.
Please contact Joseph Kempf, Senior Staff Accountant, at (202) 551-3352 or Michael
Foland, Attorney-Advisor, at (202) 551-6711 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc: Joseph M. Lucosky