Group 1 - Siyata Mobile Inc. has entered into an Amended and Restated Merger Agreement with Core Gaming, which will make Core Gaming a wholly owned subsidiary of Siyata Mobile [1][2] - The merger is expected to expand Siyata Mobile's presence in the AI gaming sector, with projected revenues reaching $100 million by 2025, a significant increase from $13.2 million in 2021 [3] - Core Gaming's revenue growth will be driven by in-app purchases, AI subscriptions, advertising, and brand partnerships [3] Group 2 - Siyata Mobile specializes in cellular communication systems, particularly Push-to-Talk over Cellular (PoC) devices aimed at enterprise and first responder markets [4] - The company's product offerings include rugged handsets and in-vehicle devices like the UV350, designed for instant communication over cellular networks [4]

Core Viewpoint - Siyata Mobile Inc. and ESChat will provide mission-critical communication solutions using SD7 handsets at Burning Man 2025, ensuring safety and coordination in a challenging environment [1][2][3] Company Overview - Siyata Mobile Inc. is a global developer of Push-to-Talk over Cellular (PoC) handsets and accessories, focusing on rugged devices for first responders and enterprise workers [6][8] - The company’s SD7 handsets are designed for high-stakes environments and are trusted by emergency crews across North America [2][6] Partnership and Technology - The collaboration between Siyata and ESChat combines rugged hardware with proven software to meet the demands of mission-critical operations [3] - ESChat provides a FedRAMP® Authorized broadband Push-to-Talk service, ensuring secure and reliable communication across various wireless carriers [5] Event Context - Burning Man is a unique cultural event that presents logistical and environmental challenges, requiring robust communication systems for safety and coordination [2] - Tens of thousands of attendees create a temporary metropolis in Nevada's Black Rock Desert, necessitating effective communication among event personnel [2] Financial and Strategic Developments - Siyata has signed a definitive merger agreement with Core Gaming, Inc., a gaming developer with approximately $80 million in revenues for 2024, subject to regulatory approval [9]

[Management Discussion and Analysis](index=1&type=section&id=Management%20Discussion%20and%20Analysis) This section provides management's perspective on the company's financial condition and operational performance [Cautionary Note Regarding Forward-Looking Statements](index=2&type=section&id=CAUTIONARY%20NOTE%20REGARDING%20FORWARD-LOOKING%20STATEMENTS) This section warns readers about forward-looking statements, emphasizing inherent risks and uncertainties that could cause actual results to differ materially [Forward-Looking Statements](index=2&type=section&id=Forward-Looking%20Statements) This section advises that the report contains forward-looking statements about future events and performance, which are subject to significant risks and uncertainties - Forward-looking statements are identified by words like "may," "should," "expects," "anticipates," and similar expressions, relating to future events, financial performance, strategies, and competitive environment[2](index=2&type=chunk) - Such statements are not guarantees of future performance and are subject to significant risks and uncertainties that could cause actual results to differ materially[2](index=2&type=chunk) - Important factors causing differences include market size and growth, product acceptance, sales organization expansion, regulatory changes, competition, funding ability, and strategic partnerships[4](index=4&type=chunk) - The company undertakes no obligation to publicly update or revise any forward-looking statement, except as required by applicable laws or rules[6](index=6&type=chunk) [Item 1. Identity of Directors, Senior Management and Advisers](index=4&type=section&id=Item%201.%20Identity%20of%20Directors%2C%20Senior%20Management%20and%20Advisers) This section addresses the identity of directors, senior management, and advisers [Not applicable](index=4&type=section&id=Not%20applicable) Information regarding the identity of directors, senior management, and advisers is not applicable for this report [Item 2. Offer Statistics and Expected Timetable](index=4&type=section&id=Item%202.%20Offer%20Statistics%20and%20Expected%20Timetable) This section covers offer statistics and the expected timetable for the report [Not applicable](index=4&type=section&id=Not%20applicable) Information on offer statistics and expected timetable is not applicable [Item 3. Key Information](index=4&type=section&id=Item%203.%20Key%20Information) This section presents key information relevant to the company's operations and financial standing [A. [Reserved]](index=4&type=section&id=A.%20%5BReserved%5D) This section is reserved and contains no information [B. Capitalization and Indebtedness](index=4&type=section&id=B.%20Capitalization%20and%20Indebtedness) Information regarding capitalization and indebtedness is not applicable [C. Reasons for the Offer and Use of Proceeds](index=4&type=section&id=C.%20Reasons%20for%20the%20Offer%20and%20Use%20of%20Proceeds) Information on reasons for the offer and use of proceeds is not applicable [D. Risk Factors](index=4&type=section&id=D.%20Risk%20Factors) This section outlines various risks that could materially affect the company's business, financial condition, and securities price, covering financial, operational, and regulatory aspects - The risks described are not exhaustive, and additional unknown or currently immaterial risks may also adversely affect the business[14](index=14&type=chunk) - If any of these risks occur, the company's business and financial condition could suffer, and the price of its Common Shares and Warrants could decline[14](index=14&type=chunk) [Summary of Risk Factors](index=4&type=section&id=Summary%20of%20Risk%20Factors) This section provides a concise overview of the primary risk factors affecting the company [Risks Related to Our Financial Condition and Capital Requirements](index=4&type=section&id=Risks%20Related%20to%20Our%20Financial%20Condition%20and%20Capital%20Requirements) The company faces significant financial risks, including operating losses, going concern doubts, capital requirements, and material weaknesses in internal controls over financial reporting - The company has a history of operating losses, with an accumulated deficit of **$123,573,435** as of June 30, 2025[28](index=28&type=chunk) - The independent registered public accounting firm has included a "going concern" explanatory paragraph, expressing substantial doubt about the company's ability to continue as an ongoing business for the next twelve months[29](index=29&type=chunk)[31](index=31&type=chunk) - Material weaknesses in internal controls over financial reporting were identified in 2024, 2023, 2022, and 2021, related to revenue recognition, inventory controls, and capitalization of development costs, with remediation efforts only partially successful[32](index=32&type=chunk)[33](index=33&type=chunk)[35](index=35&type=chunk)[36](index=36&type=chunk)[39](index=39&type=chunk)[40](index=40&type=chunk)[43](index=43&type=chunk) [Risks Related to Our Business and Industry](index=4&type=section&id=Risks%20Related%20to%20Our%20Business%20and%20Industry) The business is highly dependent on channel partners, faces intense competition, and is vulnerable to product defects, technological changes, and geopolitical conflicts - Over **72%** of revenues for the three months ended June 30, 2025, were generated through channel partners, primarily wireless carriers, with no firm purchase volume commitments[48](index=48&type=chunk) - The company faces significant competition from larger, more experienced competitors with greater financial and technical resources in both non-rugged and rugged mobile device markets[55](index=55&type=chunk)[57](index=57&type=chunk) - Defects in products or software could lead to loss of sales, delayed market acceptance, reputational damage, and increased warranty costs[58](index=58&type=chunk)[59](index=59&type=chunk) - The Middle East War and the Russian invasion of Ukraine could adversely affect the company's financial condition, results of operations, and cash flows due to potential supply chain disruptions, increased commodity prices, and broader economic instability[80](index=80&type=chunk)[81](index=81&type=chunk)[82](index=82&type=chunk)[83](index=83&type=chunk) [Risks Related to our Reliance on Third Parties](index=6&type=section&id=Risks%20Related%20to%20our%20Reliance%20on%20Third%20Parties) Operations heavily rely on third-party vendors and a concentrated customer base, posing risks of supply chain disruptions, demand forecasting inaccuracies, and reputational damage - Inaccurate demand forecasting for inventory and supply needs could lead to additional costs, manufacturing delays, reduced gross margins, or lost sales[86](index=86&type=chunk) - Dependence on third-party suppliers for key components creates risks of supply interruptions, reduced control over pricing, and potential inability to obtain adequate supplies, especially since many components are from single or limited sources[88](index=88&type=chunk) - For fiscal years ended December 31, 2024 and 2023, **64%** and **52%** of revenue, respectively, were derived from five customers/channel partners, making the company highly vulnerable to the loss of any of these relationships[91](index=91&type=chunk) - Risks associated with sourcing and manufacturing include reliance on a concentrated number of independent suppliers, potential product defects, and vulnerability to events affecting suppliers (e.g., financial instability, natural disasters, trade policies)[96](index=96&type=chunk)[97](index=97&type=chunk)[98](index=98&type=chunk)[102](index=102&type=chunk) [Risks Related to Government Regulation](index=6&type=section&id=Risks%20Related%20to%20Government%20Regulation) The company faces risks from evolving government regulations, including trade policies, anti-corruption laws, and product/data privacy regulations, which could increase costs and liabilities - Potential changes in customs, tariffs, and trade policies, particularly between the U.S. and China, could significantly increase import costs and adversely impact financial performance[120](index=120&type=chunk)[121](index=121&type=chunk)[130](index=130&type=chunk) - Non-compliance with anti-corruption, anti-bribery, anti-money laundering, economic sanctions, and export control laws can lead to criminal or civil liability, significant fines, reputational harm, and operational disruptions[131](index=131&type=chunk)[135](index=135&type=chunk) - The company is subject to a wide range of product regulatory and safety, consumer, worker safety, and environmental laws, as well as evolving privacy and data security laws (e.g., GDPR, CCPA), which can increase compliance costs and restrict business operations[136](index=136&type=chunk)[137](index=137&type=chunk)[140](index=140&type=chunk)[141](index=141&type=chunk)[142](index=142&type=chunk) - Changes in telecommunication bandwidth laws and regulations could increase costs, require product modifications, or limit market access[139](index=139&type=chunk) [Risks Related to Our Intellectual Property](index=7&type=section&id=Risks%20Related%20to%20Our%20Intellectual%20Property) The company's competitive position is vulnerable to intellectual property infringement claims, challenges in protection, and risks associated with open-source software usage - Inability to successfully protect intellectual property through patents, confidentiality, and contractual provisions could harm the company's competitive position[145](index=145&type=chunk) - The company faces risks of intellectual property infringement claims from third parties, which could result in costly litigation, damages, product shipment delays, or the need for royalty/licensing agreements[146](index=146&type=chunk) - Use of open-source software, including Android, could subject the company to litigation if license terms are not complied with, or impair product development if third parties cease development or restrict access[147](index=147&type=chunk)[148](index=148&type=chunk) - Failure to obtain and maintain necessary third-party licenses for new products or enhancements could seriously harm the business, financial condition, and results of operations[149](index=149&type=chunk) [Risks Related to our Locations in Israel and Canada and Our International Operations](index=7&type=section&id=Risks%20Related%20to%20our%20Locations%20in%20Israel%20and%20Canada%20and%20Our%20International%20Operations) Operating in Israel, Canada, and internationally exposes the company to geopolitical risks, enforcement challenges for U.S. judgments, and various operational complexities including currency fluctuations - Operations in Israel are directly affected by economic, political, geopolitical, and military conditions, including armed conflicts and terrorist activities, which can disrupt operations, supply chains, and employee availability (e.g., military reserve duty call-ups)[150](index=150&type=chunk)[153](index=153&type=chunk)[154](index=154&type=chunk)[157](index=157&type=chunk)[160](index=160&type=chunk)[161](index=161&type=chunk)[163](index=163&type=chunk) - Enforcing U.S. judgments against the company or its non-U.S. resident officers and directors in Israel or Canada may be difficult due to jurisdictional differences and legal complexities[164](index=164&type=chunk)[166](index=166&type=chunk) - Operations in China expose the company to risks such as increasing labor costs, political and legal uncertainties, changes in trade regulations, and potential disclosure of confidential information or intellectual property by third-party suppliers[168](index=168&type=chunk)[169](index=169&type=chunk) - General risks of international operations include managing distant operations, foreign currency fluctuations, volatility in foreign credit markets, violations of anti-corruption/privacy laws, and tax disputes[171](index=171&type=chunk) [Risks Related to Ownership of Our Securities](index=7&type=section&id=Risks%20Related%20to%20Ownership%20of%20Our%20Securities) The company's securities face risks of illiquidity, price volatility, dilution from future issuances, and potential delisting due to non-compliance with Nasdaq requirements - An active, liquid, and orderly trading market for Common Shares or Warrants may not develop, making it difficult for investors to sell shares quickly or at market price[175](index=175&type=chunk) - The stock price is expected to fluctuate significantly due to market conditions, financial results, new products, sales of large blocks of stock, analyst reports, and geopolitical events[177](index=177&type=chunk)[180](index=180&type=chunk) - The company does not anticipate paying cash dividends, meaning investors must rely on stock price appreciation for returns[179](index=179&type=chunk) - Outstanding warrants and future sales of Common Shares may further dilute existing shareholders and adversely impact the stock price[181](index=181&type=chunk)[182](index=182&type=chunk) - Failure to comply with Nasdaq continued listing requirements (e.g., minimum bid price) could result in delisting, leading to reduced liquidity and potential classification as a 'penny stock', despite reverse stock splits in August and December 2023 to regain compliance[183](index=183&type=chunk)[184](index=184&type=chunk)[185](index=185&type=chunk)[186](index=186&type=chunk)[188](index=188&type=chunk) [General Risk Factors](index=41&type=section&id=General%20Risk%20Factors) General risks include adverse litigation outcomes, negative analyst coverage, increased costs from losing foreign private issuer status, and the burdens of public company compliance - Unfavorable outcomes in future litigation, arbitration, or administrative actions could significantly impact financial condition or results of operations[195](index=195&type=chunk) - Lack of research coverage or unfavorable research by securities/industry analysts could negatively impact the stock price and trading volume[196](index=196&type=chunk) - Losing foreign private issuer status would require compliance with more extensive U.S. domestic issuer reporting requirements, leading to significant additional legal, accounting, and compliance costs[197](index=197&type=chunk) - Operating as a public company in the U.S. incurs significant increased costs and requires substantial management time for compliance initiatives (e.g., Sarbanes-Oxley Act, Dodd-Frank Act)[198](index=198&type=chunk)[199](index=199&type=chunk) [Item 4. Information on the Company](index=43&type=section&id=Item%204.%20Information%20on%20the%20Company) This section provides comprehensive information about the company's history, business operations, and organizational structure [A. History and Development of the Company](index=43&type=section&id=A.%20History%20and%20Development%20of%20the%20Company) This section details the company's corporate history, including name changes, acquisitions, Nasdaq listing, and auditor's going concern doubt - Incorporated on October 15, 1986, as Big Rock Gold Ltd., the company underwent several name changes, becoming Siyata Mobile Inc. on July 24, 2015, after acquiring an Israel-based cellular technology company[205](index=205&type=chunk)[206](index=206&type=chunk) - Acquired Signifi Mobile Inc. on June 7, 2016, for **CAD$200,000** cash and **1,000,000** Common Shares (**6,897** shares after splits)[207](index=207&type=chunk) - Delisted from TSX Venture Exchange on October 19, 2020, and listed on the Nasdaq Capital Market on September 25, 2020[208](index=208&type=chunk) - The auditor's report for fiscal year ended December 31, 2024, includes a "going concern" explanatory paragraph, raising substantial doubt about the company's ability to continue as an ongoing business[209](index=209&type=chunk) [B. Business Overview](index=45&type=section&id=B.%20Business%20Overview) Siyata Mobile is a B2B PoC handset and accessory vendor for first responders and enterprises, recently diversifying into mobile gaming through a merger with Core Gaming, Inc - Siyata Mobile Inc. is a B2B global developer and vendor of next-generation Push-To-Talk over Cellular (PoC) handsets and accessories, including rugged PTT handsets, in-vehicle solutions, and cellular booster systems[214](index=214&type=chunk)[215](index=215&type=chunk) - The company sells its products through leading U.S. cellular carriers and international carriers/distributors in Canada, Europe, Australia, and the Middle East[215](index=215&type=chunk) - Core Gaming, Inc., acquired in June 2024, is a mobile gaming developer and publisher focused on casual games, generating revenue through in-game ads and leveraging AI tools for content generation and marketing[255](index=255&type=chunk)[256](index=256&type=chunk)[257](index=257&type=chunk)[265](index=265&type=chunk)[266](index=266&type=chunk) - The mobile gaming industry is projected to reach **$126 billion** in 2025, with a **5.6% CAGR** to **$157 billion** by 2029, and **2.4 billion** users worldwide by 2029[258](index=258&type=chunk) [Products](index=45&type=section&id=Products) Siyata Mobile offers rugged PoC smartphones, in-vehicle communication devices, and cellular boosters for enterprise and first responder markets - Siyata develops, markets, and sells rugged handheld PoC smartphone devices (e.g., SD7, SD7 Ultra) targeting enterprise customers and first responders, offering wide-area cellular coverage as an upgrade from traditional Land Mobile Radios (LMR)[216](index=216&type=chunk)[217](index=217&type=chunk)[225](index=225&type=chunk) - The VK7 Vehicle Kit, a patent-pending solution, integrates with the SD7 Handset for in-vehicle communication, providing features like a 10-watt speaker and external antenna connection[219](index=219&type=chunk) - Siyata Real Time View is a mobile DVR solution for monitoring first responder vehicles, offering video streaming from multiple cameras[222](index=222&type=chunk) - The company offers Uniden Cellular boosters and accessories for various markets, designed to improve cellular signal reception indoors and in vehicles, supporting multiple cellular technologies and carriers[229](index=229&type=chunk)[231](index=231&type=chunk) [Customers and Channels](index=49&type=section&id=Customers%20and%20Channels) Siyata serves cellular network operators and distributors globally, with its SD7 Handset approved by major North American and international carriers, targeting a $19 billion market - Siyata's SD7 Handset has secured North American wireless carrier approvals from AT&T, FirstNet, Verizon, T-Mobile, USCellular, and Bell Mobility, and international approvals from Telstra (Australia) and KPN (Netherlands)[233](index=233&type=chunk) - As of August 2024, the SD7 Handset is "stocked" at AT&T, Verizon, USCellular, and Bell Mobility, allowing for marketing promotions and pricing subsidies[234](index=234&type=chunk) - The North American market for rugged handsets and in-vehicle solutions is estimated to be over **$19 billion**, targeting approximately **47 million** enterprise task and public sector workers[236](index=236&type=chunk) [Our Pricing](index=49&type=section&id=Our%20Pricing) Siyata sells to carriers and distributors who set retail prices, often subsidizing devices or bundling services to increase ARPU, with competitive MSRPs - Siyata sells products to wireless carriers and distributors, who determine the final retail price[237](index=237&type=chunk) - Carriers often subsidize device costs or bundle them with SIM card and PTT services to secure new activations and increase ARPU[237](index=237&type=chunk) - Siyata's unsubsidized MSRPs are competitive with LMR hardware, and subsidized/bundled pricing offers even greater capital and operational expense benefits[238](index=238&type=chunk) [Competition](index=49&type=section&id=Competition) Siyata competes in rugged handsets against Sonim, Kyocera, and Samsung, in-vehicle solutions against indirect alternatives, and in cellular boosters against Wilson, Nextivity, and SureCall - Direct competitors in rugged handsets include Sonim Technologies, Kyocera, and Samsung, but Siyata differentiates with its SD7 Handset's LMR upgrade focus and unique VK7 Vehicle Kit[239](index=239&type=chunk) - Indirect competition for handsets comes from low-cost Chinese PoC devices (not approved by North American carriers) and traditional two-way LMR radios, which PoC solutions aim to replace due to wider coverage and lower cost[240](index=240&type=chunk)[241](index=241&type=chunk) - Siyata claims no direct competitors for its dedicated cellular-based in-vehicle devices approved by North American carriers, but faces indirect competition from third-party car kits, rugged tablets, and LMR radios[242](index=242&type=chunk)[243](index=243&type=chunk)[244](index=244&type=chunk)[245](index=245&type=chunk)[246](index=246&type=chunk) - Direct competitors in the Cellular Booster category include Wilson Electronics, LLC, Nextivity Inc., and SureCall Company[247](index=247&type=chunk) [Intellectual Property](index=51&type=section&id=Intellectual%20Property) Siyata Mobile owns two M2M cellular amplifier patents and holds licensing agreements for cellphone boosters, Android software, and LTE/4G network access, incurring royalty fees - Siyata owns two patents acquired from ClearRF: RF Passive Bypass technology (enables tethered devices to communicate even if amplifier loses power) and Auto Gain & Oscillation Control (self-adjusts output power for maximum signal strength)[252](index=252&type=chunk)[253](index=253&type=chunk) - A licensing agreement with Wilson Electronics, LLC, grants the right to use cellphone booster-related patents in exchange for a **4.5%** royalty fee on booster sales[249](index=249&type=chunk) - Two licensing agreements with Via Licensing Corporation allow the use of worldwide patents for Android software coding/decoding and LTE/4G network access, with quarterly royalty fees based on product sales[250](index=250&type=chunk) - An Asset Purchase Agreement with eWave Mobile Ltd. provides distribution rights for cellular devices in Israel, involving cash, common stock, and a share of net profits[251](index=251&type=chunk) [Seasonality](index=52&type=section&id=Seasonality) The company's business does not experience seasonality, as products are designed for all weather conditions, ensuring consistent sales patterns - The company does not experience seasonality in its business, as products are designed for all weather conditions, resulting in stable sales patterns[254](index=254&type=chunk) [Core Gaming, Inc.](index=52&type=section&id=Core%20Gaming%2C%20Inc.) Core Gaming, Inc. is a mobile gaming developer and publisher leveraging AI for casual game development and monetization, targeting a rapidly growing market - Core Gaming, Inc. was founded in 2024 and acquired Newbyera Technology Limited, reaching over **40 million** active users monthly with over **600 million** app downloads[256](index=256&type=chunk) - The company's mission is to become a leading casual mobile game developer and publisher, leveraging its expertise, industry relationships, and proprietary AI-driven BI platform[257](index=257&type=chunk)[262](index=262&type=chunk)[263](index=263&type=chunk) - The mobile gaming industry is projected to grow from **$126 billion** in 2025 to **$157 billion** by 2029, with **2.4 billion** users worldwide[258](index=258&type=chunk) - Core Gaming's AI tools streamline mobile game production, reducing production time by over **40%** and enhancing content quality, including AI Comic Video Generator, Portrait & Avatar Creator, and Automated Scene Design[264](index=264&type=chunk)[270](index=270&type=chunk) [Overview](index=52&type=section&id=Overview) This section provides a general overview of Core Gaming, Inc.'s business and operations [Industry and Market Opportunity](index=52&type=section&id=Industry%20and%20Market%20Opportunity) This section describes the mobile gaming industry landscape and market opportunities for Core Gaming, Inc [Competition](index=53&type=section&id=Competition) This section outlines the competitive landscape within the mobile gaming industry for Core Gaming, Inc [Competitive Advantages](index=53&type=section&id=Competitive%20Advantages) This section highlights Core Gaming, Inc.'s key competitive advantages in the mobile gaming market [Business Model](index=54&type=section&id=Business%20Model) This section details Core Gaming, Inc.'s approach to generating revenue and operating its business [Employees](index=55&type=section&id=Employees) This section provides information regarding Core Gaming, Inc.'s employee structure and workforce [Research and Development](index=55&type=section&id=Research%20and%20Development) This section describes Core Gaming, Inc.'s research and development activities and strategies [C. Organizational Structure](index=58&type=section&id=C.%20Organizational%20Structure) The company's organizational structure includes active subsidiaries for R&D and distribution, alongside several inactive entities Subsidiaries as of June 30, 2025 | Name of Subsidiary | Principal Activities | Place of Incorporation | | :----------------- | :------------------- | :--------------------- | | Queensgate Resources Corp | Inactive | British Columbia, Canada | | Queensgate Resources US Corp | Inactive | Nevada, USA | | Siyata Mobile (Canada) Inc. | Inactive | British Columbia, Canada | | Siyata Mobile Israel Ltd. | R&D and wholesale distribution | Israel | | Signifi Mobile Inc. | Wholesale distribution | Quebec, Canada | | ClearRf Nevada Ltd. | Inactive | Nevada, USA | | ClearRF LLC | Inactive | Washington, USA | | Siyata PTT | Inactive | Calyman Islands | [D. Property, Plant and Equipment](index=58&type=section&id=D.%20Property%2C%20Plant%20and%20Equipment) The company leases Canadian sales headquarters and warehouse facilities in Quebec, totaling **8,453** square feet, with leases expiring May 31, 2024 - Canadian sales headquarters and warehouse in Montreal, Quebec: **5,616 sq ft**, leased until May 31, 2024, at **$2.00/sq ft/annum**[286](index=286&type=chunk) - Additional warehouse space in Chateauguay, Quebec: **2,837 sq ft**, leased until May 31, 2024, at **$11.50/sq ft/annum**[286](index=286&type=chunk) - Existing facilities are deemed adequate, with suitable additional space expected to be available for future expansion[287](index=287&type=chunk) [Item 4A. Unresolved Staff Comments](index=58&type=section&id=Item%204A.%20Unresolved%20Staff%20Comments) This section addresses any unresolved comments from the staff regarding the report [None](index=58&type=section&id=None) There are no unresolved staff comments to report [Item 5. Operating and Financial Review and Prospects](index=58&type=section&id=Item%205.%20Operating%20and%20Financial%20Review%20and%20Prospects) This section provides a detailed review of the company's operating results, financial condition, and future prospects [A. Operating Results](index=58&type=section&id=A.%20Operating%20Results) This section reviews operating results for Q2 and H1 2025, noting revenue growth, improved gross margin for Q2, reduced net loss, and negative Adjusted EBITDA - The company develops, markets, and sells rugged handheld Push-to-Talk over Cellular (PoC) smartphone devices for B2B environments, including first responders and various industries[290](index=290&type=chunk) - Significant highlights include Core Gaming's launch of the AI COMIC app and Nowifi, a strategic partnership with Guangzhou WeiXuan, and Siyata's SD7 handset earning "Verizon Frontline Verified" designation[295](index=295&type=chunk)[296](index=296&type=chunk)[297](index=297&type=chunk)[298](index=298&type=chunk)[299](index=299&type=chunk) - A definitive merger agreement was signed with Core Gaming, Inc., involving a share exchange based on a calculated exchange ratio[294](index=294&type=chunk)[302](index=302&type=chunk) [Overview](index=59&type=section&id=Overview) This section provides a general overview of the company's operating performance and key financial highlights [Significant Highlights](index=59&type=section&id=Significant%20Highlights) This section outlines the most important achievements and developments during the reporting period [Merger](index=60&type=section&id=Merger) This section details the recent merger activity and its implications for the company [Summary Of Quarterly Results](index=61&type=section&id=Summary%20Of%20Quarterly%20Results) This section presents a summary of the company's financial performance on a quarterly basis [Quarterly Financial Performance](index=61&type=section&id=Quarterly%20Financial%20Performance) This section provides detailed financial performance data for recent quarters | Quarter Ended | June 30, 2025 ($) | March 31, 2025 ($) | Dec 31, 2024 ($) | Sep 30, 2024 ($) | June 30, 2024 ($) | March 31, 2024 ($) | Dec 31, 2023 ($) | Sep 30, 2023 ($) | | :-------------- | :---------------- | :----------------- | :--------------- | :--------------- | :---------------- | :----------------- | :--------------- | :--------------- | | Income (loss) and Comprehensive loss for the period | $(3,808,196) | $(3,789,068) | $(8,923,245) | $(626,329) | $(12,924,120) | $(2,797,020) | $(3,865,005) | $(1,855,173) | | Loss per share | $(0.62) | $(2.35) | $(18.55) | $(3.96) | $(1,161.93) | $(882.62) | $(1,501.56) | $(1,303.71) | [Results of Operations for the Three Month Period Ended June 30, 2025](index=61&type=section&id=RESULTS%20OF%20OPERATIONS%20FOR%20THE%20THREE%20MONTH%20PERIOD%20ENDED%20JUNE%2030%2C%202025) Q2 2025 revenues grew **7.6%** to **$2,034,779**, with gross margin improving to **14.6%**, and net loss significantly reduced by **$9,115,924** YoY, despite negative Adjusted EBITDA Key Financials (Three Months Ended June 30) | Metric | 2025 ($) | 2024 ($) | Change ($) | Change (%) | | :---------------------------------- | :----------- | :----------- | :----------- | :--------- | | Revenues | $2,034,779 | $1,890,968 | $143,811 | 7.6% | | Cost of sales | $1,737,451 | $1,694,154 | $43,297 | 2.6% | | Gross margin dollars | $297,328 | $196,814 | $100,514 | 51.1% | | Gross margin percentage | 14.6% | 10.4% | 4.2% pts | - | | Amortization and depreciation costs | $416,822 | $433,129 | $(16,307) | -3.8% | | Development expenses | $165,000 | $NIL | $165,000 | - | | Selling and marketing costs | $1,099,592 | $954,388 | $145,204 | 15.2% | | Equity promotion and marketing costs | $455,500 | $2,000,000 | $(1,544,500) | -77.2% | | General and administrative costs | $1,369,049 | $1,033,301 | $335,748 | 32.5% | | Bad debts | $59,308 | $NIL | $59,308 | - | | Share-based compensation costs | $NIL | $83,762 | $(83,762) | -100% | | Finance expenses | $646,242 | $942,283 | $(296,041) | -31.4% | | Foreign exchange loss (gain) | $148,011 | $(1,706) | $149,717 | - | | Change in reserve for claims | $254,000 | $NIL | $254,000 | - | | Loss on issuance | $NIL | $6,129,282 | $(6,129,282) | -100% | | Loss on extinguishment of financial liability | $NIL | $601,163 | $(601,163) | -100% | | Change in fair value of warrant/preferred share liability | $NIL | $31,986 | $(31,986) | -100% | | Transaction costs | $NIL | $977,318 | $(977,318) | -100% | | Net loss and comprehensive loss | $(3,808,196) | $(12,924,120) | $9,115,924 | -70.5% | | Adjusted EBITDA | $(2,851,121) | $(3,790,875) | $(939,756) | -24.8% | [Results of Operations for the Six Month Period Ended June 30, 2025](index=63&type=section&id=RESULTS%20OF%20OPERATIONS%20FOR%20THE%20SIX%20MONTH%20PERIOD%20ENDED%20JUNE%2030%2C%202025) H1 2025 revenues increased **6.0%** to **$4,503,110**, gross margin declined to **18.4%**, and net loss significantly decreased by **$8,123,876** YoY, with negative Adjusted EBITDA Key Financials (Six Months Ended June 30) | Metric | 2025 ($) | 2024 ($) | Change ($) | Change (%) | | :---------------------------------- | :----------- | :----------- | :----------- | :--------- | | Revenues | $4,503,110 | $4,248,847 | $254,263 | 6.0% | | Cost of sales | $3,675,546 | $3,188,616 | $486,930 | 15.3% | | Gross margin dollars | $827,564 | $1,060,231 | $(232,667) | -21.9% | | Gross margin percentage | 18.4% | 25.0% | -6.6% pts | - | | Amortization and depreciation costs | $831,802 | $837,787 | $(5,985) | -0.7% | | Development expenses | $331,600 | $35,000 | $296,600 | 847.4% | | Selling and marketing costs | $2,238,228 | $2,102,406 | $135,822 | 6.5% | | Equity promotion and marketing costs | $938,750 | $2,150,000 | $(1,211,250) | -56.3% | | General and administrative costs | $2,640,496 | $2,071,853 | $568,643 | 27.4% | | Bad debts | $68,499 | $18,858 | $49,641 | 263.2% | | Share-based compensation costs | $NIL | $200,886 | $(200,886) | -100% | | Finance expenses | $1,763,864 | $1,722,039 | $41,825 | 2.4% | | Foreign exchange loss (gain) | $95,880 | $(10,651) | $106,531 | - | | Change in reserve for claims | $484,609 | $NIL | $484,609 | - | | Loss on issuance | $NIL | $6,129,282 | $(6,129,282) | -100% | | Loss on extinguishment of financial liability | $NIL | $601,163 | $(601,163) | -100% | | Change in fair value of warrant/preferred share liability | $NIL | $54,570 | $(54,570) | -100% | | Transaction costs | $NIL | $977,318 | $(977,318) | -100% | | Net loss and comprehensive loss | $(7,597,264) | $(15,723,140) | $8,123,876 | -51.7% | | Adjusted EBITDA | $(5,427,209) | $(5,317,886) | $(109,323) | 2.1% | [B. Liquidity and Capital Resources](index=65&type=section&id=B.%20Liquidity%20and%20Capital%20Resources) The company's liquidity improved significantly by June 30, 2025, with increased cash and positive working capital, driven by financing activities, despite ongoing going concern doubts - As of June 30, 2025, the company had a cash balance of **$6,483,881** (vs. **$181,730** at Dec 31, 2024) and positive working capital of **$7,212,633** (vs. negative **$4,947,281** at Dec 31, 2024)[345](index=345&type=chunk) - Net cash used in operating activities for the six months ended June 30, 2025, decreased to negative **$7,930,660** (vs. negative **$8,452,619** in 2024)[346](index=346&type=chunk) - Net cash from financing activities for the six months ended June 30, 2025, was **$15,651,032** (vs. **$10,806,179** in 2024), primarily due to **$19,301,987** from shares issued under an equity line of credit[349](index=349&type=chunk) - The company's financial statements are prepared under the going concern assumption, despite the auditor's expression of substantial doubt about its ability to continue in existence[351](index=351&type=chunk) [Share Capital](index=66&type=section&id=SHARE%20CAPITAL) The company's share capital increased significantly by June 30, 2025, due to equity line issuances and preferred share conversions, following multiple reverse stock splits Common Share Activity (January 1, 2025 - June 30, 2025) | | of shares | $ ($) | | :--------------------------------------- | :---------- | :---------- | | Opening Balance January 1, 2025 | 787,733 | 104,916,073 | | Shares issued under the Equity Line of credit | 10,467,140 | 22,998,716 | | Conversion of Class C preferred shares into common shares | 811,743 | 1,206,355 | | Closing Balance June 30, 2025 | 12,066,616 | 129,121,144 | Common Share Activity (After June 30, 2025) | | of shares | $ ($) | | :--------------------------------------- | :---------- | :---------- | | Opening Balance July 1, 2025 | 12,066,616 | 129,121,144 | | Shares issued under the Equity Line of credit | 12,364 | 34,245 | | Conversion of Class C preferred shares into common shares | 308,243 | 252,941 | | Closing Balance at the date of the MD&A | 12,387,223 | 129,408,330 | - The company has undergone several reverse stock splits: **10-for-1** on Dec 27, 2024; **18-for-1** on Aug 2, 2024; **7-for-1** on Dec 4, 2023; **100-for-1** on Aug 3, 2023; and **145-for-1** on Sep 24, 2020[357](index=357&type=chunk)[358](index=358&type=chunk)[359](index=359&type=chunk)[360](index=360&type=chunk) Class C Preferred Share Activity (January 1, 2025 - June 30, 2025) | | of Units | $ Pref Share Liability ($) | | :-------------------------- | :--------- | :------------------------- | | Opening Balance January 1, 2025 | 909 | $1,069,413 | | Issuance | 540 | 635,294 | | Redemptions-conversions | (1,234) | (1,452,571) | | Closing Balance-June 30, 2025 | 215 | $252,136 | - As of the MD&A date, all **215** outstanding Class "C" preferred shares were converted into **308,243** common shares, resulting in NIL Class "C" preferred shares outstanding[363](index=363&type=chunk)[364](index=364&type=chunk) [Stock Options](index=68&type=section&id=Stock%20Options) The company's stock option plan reserves up to **15%** of fully diluted common shares, with **11** options outstanding as of June 30, 2025, at a weighted average exercise price of **$250,854.55** - The stock option plan reserves up to **15%** of total issued and outstanding Common Shares (fully diluted) for issuance, with exercise prices not less than market price less a discount of up to **25%**[365](index=365&type=chunk) Stock Option Activity (December 31, 2023 - June 30, 2025) | | Number of Stock Options | Weighted Average Exercise Price ($) | | :-------------------------- | :---------------------- | :-------------------------------- | | Outstanding options, December 31, 2023 | 12 | $38,903.00 | | Expired/Cancelled | (1) | $2,268.44 | | Outstanding options, December 31, 2024 | 11 | $250,854.55 | | Granted | - | - | | Expired/Cancelled | - | - | | Outstanding options, June 30, 2025 | 11 | $250,854.55 | Stock Options Outstanding as at June 30, 2025 | Grant Date | Number of options outstanding | Number of options exercisable | Weighted Average Exercise Price ($) | Expiry date | Remaining contractual life (years) | | :--------- | :---------------------------- | :---------------------------- | :-------------------------------- | :---------- | :------------------------------- | | 15-Nov-20 | 1 | 1 | 756,000.00 | 15-Nov-30 | 5.38 | | 15-Nov-20 | 1 | 1 | 756,000.00 | 15-Nov-25 | 0.38 | | 13-Apr-22 | 6 | 6 | 138,600.00 | 13-Apr-27 | 1.79 | | 12-Jul-22 | 3 | 3 | 138,600.00 | 12-Jul-25 | 0.03 | | Total | 11 | 11 | $250,854.55 | | 1.51 | [Restricted Share Units ("RSUs")](index=69&type=section&id=Restricted%20Share%20Units%20%28%22RSUs%22%29) The company's equity incentive plan includes RSUs, with **24** outstanding as of June 30, 2025, at a weighted average issue price of **$132,352.50** - The company's equity incentive plan, amended on February 14, 2022, permits the issuance of restricted share units (RSUs)[368](index=368&type=chunk) Restricted Share Unit Activity (December 31, 2023 - June 30, 2025) | | Number of RSU's | Weighted Average Issue Price ($) | | :-------------------------- | :-------------- | :--------------------------- | | Outstanding RSU, December 31, 2023 | 24 | $132,063.75 | | Granted | - | - | | Exercised/cancelled | - | - | | Outstanding RSU, December 31, 2024 | 24 | $132,352.50 | | Granted | - | - | | Exercised/cancelled | - | - | | Outstanding RSU, June 30, 2025 | 24 | $132,352.50 | Restricted Share Units Outstanding as at June 30, 2025 | Grant Date | Number of RSU's outstanding | Number of RSU's exercisable | Weighted Average Issue Price ($) | | :--------- | :-------------------------- | :-------------------------- | :--------------------------- | | 9-Mar-22 | 17 | 17 | $129,780.00 | | 13-Apr-22 | 7 | 7 | $138,600.00 | | Outstanding RSU, June 30, 2025 | 24 | 24 | $132,352.50 | [Agent's options](index=69&type=section&id=Agent%27s%20options) As of June 30, 2025, **101** agent's options were outstanding and exercisable, with a weighted average exercise price of **$35,640.85** Agent's Options Activity (December 31, 2023 - June 30, 2025) | | Number of options | Weighted average exercise price ($) | | :------------------------------ | :---------------- | :-------------------------------- | | Outstanding agent options, December 31, 2023 | 103 | $4,986.08 | | Expired | (2) | $144,900.00 | | Outstanding agent options, December 31, 2024 | 101 | $35,640.85 | | Expired | - | - | | Outstanding agent options, June 30, 2025 | 101 | $35,640.85 | Agent's Options Outstanding and Exercisable as at June 30, 2025 | Grant Date | Number of options outstanding | Number of options exercisable | Weighted Average Exercise Price ($) | Expiry date | Remaining contractual life (years) | | :--------- | :---------------------------- | :---------------------------- | :-------------------------------- | :---------- | :------------------------------- | | 29-Sep-20 | 1 | 1 | $831,600.00 | 28-Sep-25 | 0.25 | | 29-Sep-20 | 2 | 2 | $863,100.00 | 28-Sep-25 | 0.25 | | 11-Jan-22 | 3 | 3 | $318,780.00 | 11-Jan-27 | 1.53 | | 31-Oct-23 | 95 | 95 | $900.90 | 31-Oct-28 | 3.34 | | Total Agent options at June 30, 2025 | 101 | 101 | $35,640.85 | | 3.19 | [Share Purchase Warrants](index=70&type=section&id=Share%20Purchase%20Warrants) As of June 30, 2025, **150** share purchase warrants were outstanding and exercisable, with a weighted average exercise price of **$235,120.70** Share Purchase Warrant Activity (January 1, 2025 - June 30, 2025) | | Number of Warrants | Weighted average exercise price ($) | | :-------------------------- | :----------------- | :-------------------------------- | | Outstanding, December 31, 2023 | 310 | $162,219.95 | | Granted | 300,681 | $1,231.33 | | Expired | (10) | $(1,449,000.00) | | Exercised/Exchanged | (300,831) | $(640.06) | | Outstanding, Dec 31, 2024 | 150 | $235,120.70 | | Granted | - | - | | Expired | - | - | | Outstanding, June 30, 2025 and date of MD&A | 150 | $235,120.70 | Share Purchase Warrants Outstanding and Exercisable as of June 30, 2025 | Grant Date | Number of Warrants outstanding and exercisable | Exercise Price ($) | Expiry date | | :--------- | :--------------------------------------------- | :----------------- | :---------- | | 29-Sep-20 | 14 | $863,100.00 | 28-Sep-25 | | 11-Jan-22 | 80 | $289,800.00 | 10-Jan-27 | | 31-Oct-23 | 56 | $12.60 | none | | Total | 150 | $235,120.70 | | [Financial Instruments](index=71&type=section&id=FINANCIAL%20INSTRUMENTS) The company manages financial instrument fair values, monitors credit risk from customer concentration, maintains liquidity for **90** days, and actively monitors currency and equity price risks - Fair values of cash, trade and other receivables, accounts payable, accrued liabilities, and long-term debt approximate their carrying values[373](index=373&type=chunk) - Credit risk on cash balances is low. However, **38%** of Q2 2025 revenue (vs. **19%** in Q2 2024) was from a single customer, indicating concentration risk[375](index=375&type=chunk) - Liquidity risk is managed by ensuring sufficient cash and unused credit facilities to meet operational expenses for **90** days, excluding extreme circumstances[379](index=379&type=chunk)[381](index=381&type=chunk) - The company is exposed to currency risk from foreign exchange rate fluctuations and equity price risk from stock market movements, which are actively monitored[383](index=383&type=chunk)[384](index=384&type=chunk) [C. Research and Development, Patents and Licenses, etc.](index=72&type=section&id=C.%20Research%20and%20development%2C%20patents%20and%20licenses%2C%20etc.) The company conducts R&D, holds two M2M cellular amplifier patents, and maintains licensing agreements for Android/LTE/4G and cellphone booster technologies - The company conducts R&D internally with Israeli engineering teams and uses subcontractors for hardware and software development, focusing on market trends and emerging wireless technologies[385](index=385&type=chunk) - The company owns two patents acquired from ClearRF, related to M2M cellular amplifiers, specifically RF Passive Bypass technology and Auto Gain & Oscillation Control[386](index=386&type=chunk)[387](index=387&type=chunk) - Licensing agreements include Via Licensing Corporation for Android software and LTE/4G network patents (percentage-based royalty on sales) and Wilson Electronics, LLC for cellphone booster patents (**4.5%** royalty on booster sales)[388](index=388&type=chunk)[390](index=390&type=chunk) [Research and development](index=72&type=section&id=Research%20and%20development) This section describes the company's research and development activities and strategic focus [Patents](index=73&type=section&id=Patents) This section details the patents held by the company and their significance [Licensing Agreements](index=73&type=section&id=Licensing%20Agreements) This section outlines the company's various licensing agreements and their terms [D. Trend Information](index=74&type=section&id=D.%20Trend%20Information) Trend information is referenced to Subsection A. "Outlook" within Item 5 of the report - Trend information is referenced to Item 5.A. "Outlook" within the report[391](index=391&type=chunk) [E. Critical Accounting Estimates](index=74&type=section&id=E.%20Critical%20Accounting%20Estimates) Financial statement preparation involves critical accounting estimates and judgments regarding income taxes, fair values, development costs, inventory, and the going concern assumption - Critical accounting estimates include income taxes, fair value of stock options and warrants, capitalization and amortization of development costs, inventory valuation, estimated product returns, and impairment of non-financial assets[392](index=392&type=chunk) - Critical accounting judgments involve the useful life of intangible assets, future purchase consideration, deferred income taxes, functional currency determination, and the going concern assumption[394](index=394&type=chunk) - Changes in estimates or underlying assumptions can significantly affect reported financial performance[392](index=392&type=chunk) [Critical accounting estimates](index=74&type=section&id=Critical%20accounting%20estimates) This section details the key accounting estimates that require significant management judgment [Critical accounting judgments](index=75&type=section&id=Critical%20accounting%20judgments) This section outlines the critical accounting judgments made in preparing the financial statements [Recent Accounting Pronouncements](index=75&type=section&id=RECENT%20ACCOUNTING%20PRONOUNCEMENTS) This section discusses recent accounting pronouncements and their potential impact on the company [Related Party Transactions](index=76&type=section&id=RELATED%20PARTY%20TRANSACTIONS) Key management personnel received **$572,215** in salaries and fees for Q2 2025, an increase from the prior year, with no share-based payments Key Personnel Compensation (Three Months Ended June 30) | Payments to key management personnel: | 2025 ($) | 2024 ($) | | :------------------------------------ | :------- | :------- | | Salaries, consulting and directors' fees | $572,215 | $401,653 | | Share-based payments | - | $63,680 | | Total | $572,215 | $465,333 | Key Personnel Compensation by Type of Service (Three Months Ended June 30) | Type of Service | Nature of Relationship | 2025 ($) | 2024 ($) | | :-------------------------- | :--------------------- | :------- | :------- | | Selling and marketing expenses | VP Technology/VP Sales International | $109 | $148 | | General and administrative expense | Companies controlled by the CEO, CFO and Directors | $463 | $254 | [C. Off-Balance Sheet Arrangements](index=76&type=section&id=C.%20Off-Balance%20Sheet%20Arrangements) The company currently has no off-balance sheet arrangements - The company currently has no off-balance sheet arrangements[396](index=396&type=chunk) [Additional Information](index=76&type=section&id=Additional%20Information) Additional company information is available on SEDAR at www.sedar.com - Additional information about the company is available on SEDAR at www.sedar.com[397](index=397&type=chunk)

Core Viewpoint - Siyata Mobile Inc. reported its financial results for the second quarter of 2025, highlighting improvements in revenue and net loss compared to the previous year [1][8]. Financial Performance - Revenues for the second quarter of 2025 were $2.0 million, an increase from $1.9 million in the same period last year [8]. - The net loss for the quarter was $3.8 million, significantly reduced from a net loss of $12.9 million in the prior year [8]. - Adjusted EBITDA improved to ($2.9) million, compared to ($3.8) million in the year-ago period [8]. Company Overview - Siyata Mobile Inc. specializes in developing and selling Push-to-Talk over Cellular (PoC) handsets and accessories, primarily targeting B2B markets [3][4]. - The company's products are utilized by various organizations, including police, fire, ambulance services, schools, and utilities, enhancing communication and situational awareness [3]. - Siyata also provides enterprise-grade in-vehicle solutions and cellular booster systems to improve communication in low-signal areas [4].

Core Viewpoint - Siyata Mobile Inc. plans to release its financial results for the second quarter ended June 30, 2025, on or around August 14, 2025, after market close [1] Company Overview - Siyata Mobile Inc. is a global developer and vendor of mission-critical Push-to-Talk over Cellular (PoC) handsets and accessories, primarily serving first responders and enterprise workers [3] - The company offers a portfolio of rugged PTT handsets and accessories that enhance communication over nationwide cellular networks, aimed at increasing situational awareness and saving lives [3] - Siyata's products are utilized by various organizations, including police, fire, ambulance services, schools, utilities, security companies, hospitals, and waste management companies [3] Product Offerings - In addition to PTT handsets, Siyata provides enterprise-grade In-Vehicle solutions and Cellular Booster systems to ensure effective communication in vehicles and areas with weak cellular signals [4] - The company sells its products through leading North American cellular carriers and international distributors [4] Stock Information - Siyata's common shares are traded on the Nasdaq under the ticker symbol "SYTA," while its previously issued common warrants trade under "SYTAW" [5]

Core Viewpoint - Siyata Mobile is advancing towards a $185 million merger with Core Gaming, pending Nasdaq approval, positioning itself as a significant player in the $5 billion Push-to-Talk over Cellular (PoC) market projected to grow at a 12% CAGR through 2030 [1][2] Group 1: Company Strengths - Siyata has a strong IP portfolio and hardware design capabilities, with multiple patents in mobile integration, which could synergize with Core Gaming's AI-driven content [3] - The company has carrier-grade mobile tech expertise, having collaborated with Tier 1 telecom partners like Verizon, AT&T, and T-Mobile, enhancing its enterprise PoC position [4] - Siyata's device contracts with law enforcement and EMS provide recurring revenue opportunities [5] - The launch of the SD7 ULTRA, a rugged 5G PoC device integrating AI, aligns with the expected growth of the PoC market to $10 billion by 2028 [6] - Siyata has demonstrated cost discipline and operational restructuring over the past 18 months [7] - The strategic realignment towards digital expansion indicates a shift from legacy hardware to AI-powered content and infrastructure [8] - The company has access to defense, public safety, and logistics markets, leveraging its ties to first responders and industrial buyers [9] - Plans to relocate U.S. manufacturing in 2025 aim to reduce supply chain risks and capitalize on domestic incentives [10] Group 2: Leadership and Market Position - Siyata's leadership team possesses extensive capital markets experience, essential for Core Gaming's growth phase [12] - The existing Nasdaq listing of Siyata provides a foundation for Core Gaming's public market entry, facilitating regulatory access and institutional visibility [13] Group 3: Market Outlook - The merger aims to create a hybrid telecom-AI gaming company with a target of $100 million in combined revenue for 2025, leveraging Siyata's operational backbone and Core Gaming's content capabilities [14]

Core Viewpoint - Siyata Mobile and Core Gaming are advancing their merger plans, aiming to leverage the growth of the $28 billion AI gaming market while maintaining Siyata's telecommunications business [3][5]. Company Developments - The merger is on track with key milestones achieved and is pending final approval by NASDAQ, with both companies collaborating with regulators and advisors [3]. - Siyata Mobile has expanded its distribution network in North America and Europe, enhancing visibility in sectors such as first responders, transportation, and construction [4]. - Core Gaming has expanded its portfolio and developed original content, achieving 790 million cumulative downloads and attracting 43 million monthly active users [5][11]. Financial Highlights - Core Gaming is valued at $185 million, driven by its AI-based business intelligence platform for tailored ads and optimized user revenue [5]. - Siyata's legacy shareholders will retain at least 10% equity in the combined entity, with a goal to exceed $100 million in revenue in 2025 [6]. Product and Market Positioning - The Siyata SD7 handset received "Verizon Frontline Verified" designation, and Siyata was named a key partner in T-Mobile's first responder program [8]. - Strategic partnerships have been formed with industry leaders to enhance in-vehicle solutions for Siyata's handsets [8].

Core Insights - Siyata Mobile Inc. has announced a strategic partnership with RAM® Mounts to deliver advanced in-vehicle solutions for its SD7 and SD7 ULTRA handsets, which will be showcased at APCO 2025 [1][2][3] Group 1: Partnership Details - The collaboration aims to combine Siyata's Push-to-Talk (PoC) handsets with RAM®'s high-performance mounting systems, targeting first responders, transportation fleets, utility workers, and enterprise customers [2][3] - The integrated solutions will be demonstrated at RAM's booth 2714 during APCO 2025, highlighting the SD7, SD7 ULTRA, and compatible RAM® mounting systems [3] Group 2: Company Background - Siyata Mobile Inc. specializes in next-generation Push-To-Talk over Cellular handsets and accessories, enhancing communication for first responders and enterprise workers [6][7] - RAM® Mounts, established in 1990, is recognized for its rugged and versatile mounting solutions, offering approximately 5,000 modular components designed for various applications [4][5][6]

Core Insights - Siyata Mobile's SD7 device has achieved "Verizon Frontline Verified" status, qualifying it for use by first responders on Verizon's public safety network, enhancing its position as a communications partner across major U.S. carriers [1][3] - The SD7 is designed to replace legacy land mobile radio systems, offering secure and reliable communication for emergency personnel, and is already utilized by Verizon's Crisis Response Team [2][3] - The recognition from Verizon follows a rigorous vetting process, ensuring the SD7 meets high standards for reliability, security, and performance, and its multi-carrier compatibility allows for broad agency deployment [3][4] Company Developments - Siyata is awaiting final regulatory and exchange approvals for a proposed $185 million reverse merger with Core Gaming, which has over 40 million monthly active users [5][6] - If the merger is approved, Core Gaming will become the majority owner of Siyata, with existing shareholders receiving at least a 10% equity stake through a special stock dividend [5][6] - The merger is expected to finalize without prior notice, taking effect three business days after the final certificate of merger is submitted [6] Market Positioning - Siyata's market positioning is evolving as it stands at the intersection of national infrastructure and digital scale, two sectors that are rarely combined in a publicly traded micro-cap [7]

Core Insights - Siyata Mobile is nearing the completion of its $185 million merger with Core Gaming, pending Nasdaq approval, as indicated by a recent Form 6-K filing with the SEC [1][2][9] - The merger represents a strategic shift for Siyata Mobile, transitioning from enterprise-grade communication devices to the high-growth sectors of AI, gaming, and digital media [5] Core Gaming Overview - Core Gaming, founded in 2020, has established itself as a leader in the mobile and AI gaming industry, with a cross-platform ecosystem that includes over 2,100 mobile games and applications [3][12] - The company has achieved significant user engagement, with 790 million cumulative downloads and 43 million monthly active users across 140 countries [6][12] Financial Performance - Core Gaming's revenue has shown substantial growth, with projections indicating an increase from $57 million in 2023 to over $100 million in 2025 [7][8] - The revenue streams are diversified, including in-app purchases, AI subscriptions, and advertising, with expectations for brand partnerships to enhance monetization [4] Strategic Implications - The merger will allow Core Gaming to access capital markets, facilitating growth and potential strategic acquisitions, while ensuring a 10% equity stake for legacy Siyata shareholders [8][10] - The Form 6-K filing signals that final regulatory approvals are imminent, with a subsequent Form 8-K filing expected to confirm the merger's completion [9][15]