SIYATA PTT

What the company does

Siyata PTT is a leading global developer of innovative cellular-based communications solutions over advanced 4G/LTE and 5G mobile networks under the Siyata brands to global first responders and enterprise customers. PTT's two complementary product categories include rugged handheld mobile devices and in-vehicle communications solutions for first responders, military, enterprise customers, commercial fleet vehicles and industrial workers. Siyata PTT is a Cayman Islands exempted company that provides high-level management services through its board of directors and funds the operations of its subsidiaries, which include entities in Montreal, Israel, Nevada and Washington responsible for sales, marketing, distribution, product development, procurement and quality control.

Use of proceeds

We will not receive any proceeds from the sale of Class A Shares by the selling shareholders. The selling shareholders will pay any underwriting discounts and commissions and expenses incurred by them for brokerage, accounting, tax or legal services or any other expenses incurred by them in disposing of the shares. We will bear all other costs, fees and expenses incurred in effecting the registration of the shares covered by this prospectus.

Underwriters

The completed effective-prospectus read stated no underwriters.

Extracted from F-1/A 0001213900-26-101154, filed Sep 18, 2026 and verified against that filing text.

Key risk factors

• Listing without firm-commitment underwriting may increase volatility

  “Further, the listing of our Class A Shares on Nasdaq, without a firm-commitment underwritten offering may result in the trading volume and share price of our Class A Shares being more volatile than if our Class A Shares were initially listed in connection with an initial public offering underwritten on a firm-commitment basis.”

• No public market and limited trading history

  “No public market for our Class A Shares currently exists, and Class A Shares have a limited history of trading in private transactions.”

• Risk of Nasdaq listing not being approved

  “There can be no assurance that we will satisfy those requirements, or that our Class A Shares will ever begin trading on Nasdaq.”

• Foreign private issuer with reduced reporting obligations

  “As a foreign private issuer, we will not be required to file periodic reports and financial statements with the SEC as frequently or as promptly as domestic registrants whose securities are registered under the Exchange Act.”

• Reliance on subsidiaries for cash and financing

  “As a holding company, we may rely on dividends and other distributions on equity paid by our subsidiaries for our cash and financing requirements.”

• Possible HFCAA-related trading prohibition

  “If the PCAOB is unable to inspect our auditor for three consecutive years, we could be subject to the trading prohibition under the HFCAA, which could materially and adversely affect the market for, and the market price of, our Class A Shares.”

• No expected dividends

  “We do not expect to declare or pay dividends in the foreseeable future.”