Siyata Mobile Inc美股招股说明书(2025-01-29版)

2,739,296 Common Shares This prospectus relates to resale from time to time by Hudson Global Ventures, LLC, a Nevada limited liabilitycompany (“Investor”) of our common shares, no par value (the “Common Shares”), in an offering amount of up to$18,000,000.00 (the “ELOC Shares”), which would represent approximately 2,639,296 Common Shares based onthe closing price of our shares on the Nasdaq Capital Market, LLC, or “Nasdaq”, on January 17, 2025 of $6.82 pershare, that have been or may be issued by us to the Investor pursuant to an equity purchase agreement, dated as ofJanuary 14, 2025, by and between us and the Investor (the “ELOC Purchase Agreement”) establishing a committedequity facility (the “Facility” or “Equity Line of Credit”), together with 100,000 Common Shares issuable upon theconversion of 540 shares of Class C preferred stock of the Company (the “Commitment Shares”, together with theELOC Shares hereinafter referred to as the “Shares”). We are not selling any securities under this prospectus andwill not receive any of the proceeds from the sale of the ELOC Shares by the Investor. However, we may receive upto $18 million in aggregate gross proceeds from the Investor under the ELOC Purchase Agreement in connectionwith sales of the ELOC Shares to the Investor pursuant to the ELOC Purchase Agreement after the date of thisprospectus. See “Plan of Description” for a description of the ELOC Purchase Agreement and the Facility and“Selling Shareholder” for additional information regarding the Investor. The Investor may offer, sell or distribute all or a portion of the ELOC Shares hereby registered publicly or throughprivate transactions at prevailing market prices or at negotiated prices. We will bear all costs, expenses and fees inconnection with the registration of these ELOC Shares, including with regard to compliance with state securities or“blue sky” laws. The timing and amount of any sale are within the sole discretion of the Investor. The Investor is anunderwriter under the Securities Act of 1933, as amended (the “Securities Act”) and will pay or assume anydiscounts, commissions or concessions received by them except as set forth in the ELOC Purchase Agreement.Although the Investor is obligated to purchase our ELOC Shares under the terms of the ELOC Purchase Agreementto the extent we choose to sell such ELOC Shares to it (subject to certain conditions), there can be no assurances thatthe Investor will sell any or all of the ELOC Shares purchased under the ELOC Purchase Agreement pursuant to thisprospectus. This prospectus describes the general manner in which the Shares may be offered and sold by the Investor. Ifnecessary, the specific manner in which the Shares may be offered and sold will be described in a supplement to thisprospectus. Any such prospectus supplement may also add, update or change information in this prospectus. Youshould carefully read this prospectus and any applicable prospectus supplement carefully before you invest. Foradditional information on the methods of sale, you should refer to the section entitled “Plan of Distribution” in thisprospectus. Given the relative lack of liquidity in our stock, sales of our Common Shares under the registration statement ofwhich this prospectus is a part could result in a significant decline in the market price of our securities. OurCommon Shares are listed on the Nasdaq under the symbol “SYTA.” On January 17, 2025, the last reported saleprice of our Ordinary Shares on Nasdaq was $6.82 per share. In addition to our Common Shares, we also have ourwarrants that were issued in connection with our initial public offering (“Prior Warrants”) and are listed on theNasdaq Capital Market under the symbol “SYTAW”. Investing in our Securities involves a high degree of risk. See the “Risk Factors” section beginning on page 27of this prospectus. We are both an “emerging growth company” and a “foreign private issuer” as defined under the federal securitieslaws and as such, may elect to comply with reduced public company reporting requirements. See “ProspectusSummary - Implications of Our Being an Emerging Growth Company” and “Prospectus Summary - Foreign PrivateIssuer Status”. Neither the Securities and Exchange Commission nor any state securities commission has approved ordisapproved of these Securities or determined if this prospectus is truthful or complete. Any representation tothe contrary is a criminal offense. The date of this prospectus is January 27, 2025 TABLE OF CONTENTS PagePROSPECTUS SUMMARY1RISK FACTORS27CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS61USE OF PROCEEDS62DIVIDEND POLICY63MANAGEMENT64EXECUTIVE COMPENSATION69CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS75SELLING SHAREHOLDERS76PRINCIPAL SHAREHOLDERS77DESCRIPTION OF SECURITIES78MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS89CANADIAN TAX IMPLICATIONS FOR NON-CANADIAN HOLDERS94PLAN OF DISTRIBUTION97LEGAL MATTERS98EXPERTS98DISCLOSURE OF COMMISSION POSITION O