SEC – ‘UPLOAD’ from 9/28/20 re: Siyata Mobile Inc. – ‘TEXT-EXTRACT’

On:  Monday, 9/28/20, at 3:56pm ET   ·   Delayed-Release:  Filing ¶  –  Release Delayed   ·   Accession #:  0-20-9110

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Delayed-Release Comment or Other Letter from the SEC
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: LETTER      Comment or Other Letter from the SEC                 PDF     30K 
 2: TEXT-EXTRACT  Comment or Other Letter from the SEC - PDF's         3±    10K 
                Text                                                             

‘TEXT-EXTRACT’   —   Comment or Other Letter from the SEC – PDF’s Text

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.                                                                     
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,
FirstName LastNameMarc Seelenfreund                                             
                                                   Division of
Corporation Finance                                                             
Comapany NameSiyata Mobile Inc.                                                 
                                                 Office of
Technology                                                                      
August 19, 2020 Page 2                                                          
cc:       Joseph M. Lucosky                                                     
FirstName LastName                                                              

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘UPLOAD’ Filing		Date		Other Filings
Filed on:		9/28/20		424B4,  UPLOAD
		8/19/20		UPLOAD
		8/10/20		D,  DRS/A,  DRSLTR,  UPLOAD
		7/22/20		UPLOAD
		12/31/19		UPLOAD
				List all Filings