6-K - CHAI - Equibles

UNITEDSTATESSECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM6-K

REPORTOF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of July, 2025

Commission File Number 001-39557

SiyataMobile Inc.****(Translation of registrant’s name into English)

7404King George Blvd., Suite 200, King’s Cross

Surrey,British Columbia V3W 1N6, Canada

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

☒ Form 20-F ☐ Form 40-F

Merger Agreement with CoreGaming – Updated Financial Statements

As previously disclosed, on February 26, 2025, Siyata Mobile Inc., a corporation existing under the laws of the Province of British Columbia (“Siyata”), entered into a Merger Agreement with Core Gaming, Inc., a Delaware corporation (“Core”), and Siyata Core Acquisition U.S., Inc., a Delaware Corporation and wholly-owned subsidiary of Siyata (“Merger Sub”), pursuant to which Core will merge with and into Merger Sub, with Core surviving as a wholly owned subsidiary of Siyata (the “Merger”).

This Form 6-K is intended to provide further information regarding Core and the Merger.

Core was incorporated in the State of Delaware on May 10, 2024. On August 2, 2024, Core acquired Newbyera Technology Limited, a limited company incorporated under the laws of Hong Kong (“Newbyera”).

The following financial statements are attached as exhibits hereto:

1.	An<br> audited balance sheet of Newbyera as of July 31, 2024 and December 31, 2023 and an unaudited<br> statement of operations and comprehensive income (loss) of Newbyera for the seven months<br> ended July 31, 2024.
2.	Audited<br> financial statements of Core from inception through December 31, 2024.
3.	Unaudited<br> Statements of Operations and Comprehensive Income (Loss) of Newbyera for the year ended December<br> 31, 2024.
4.	Unaudited<br> financial statements of Core for the three months ended March 31, 2025.
5.	Unaudited<br> pro forma combined financial statements for Siyata and Core for the three months ended March<br> 31, 2025 and unaudited combined pro forma combined statement of loss for the year ended December<br> 31, 2024.

EXHIBITINDEX

Exhibit No.	Description
99.1	Newbyera<br> Technology Limited Audited Balance Sheets as of July 31, 2024 and December 31, 2023 and Unaudited Statement of Operations and Comprehensive<br> Income (Loss) for the Seven Months Ended July 31, 2024.
99.2	Core Gaming, Inc. Audited Financial Statements for the Period from Inception through December 31, 2024.
99.3	Newbyera Technology Limited<br> Unaudited Statements of Operations and Comprehensive Income (Loss) for the Year Ended December 31, 2024.
99.4	Core Gaming, Inc. Unaudited Financial Statements for the Three Months Ended March 31, 2025.
99.5	Unaudited Pro Forma Condensed Combined Balance Sheet and Statement of Loss of Core Gaming, Inc. and Siyata Mobile Inc. as of and for the Three Months Ended March 31, 2025 and Pro Forma Condensed Combined Unaudited Statement of Loss for the Year Ended December 31, 2024.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date:<br> July 10, 2025	SIYATA MOBILE INC.
	By:	/s/ Marc Seelenfreund
	Name:	Marc<br> Seelenfreund
	Title:	Chief<br> Executive Officer

Exhibit 99.1

Newbyera Technology Limited

BALANCE SHEETS

	July 31, 2024	December 31, 2023
	(Audited)	(Audited)
ASSETS
Current assets
Prepayments, net
Other receivables, net
Accounts receivable, net
Cash and cash equivalents
Total current assets
Non-current assets
Intangible assets
Total assets
LIABILITIES AND EQUITY
Current liabilities
Account and other payables
Taxes Payable
Amounts due to related parties
Total current liabilities
Total liabilities
Equity
Share capital
Other reserves
Retained earnings
Total Equity
Total liabilities and equity

All values are in US Dollars.

Newbyera Technology Limited

STATEMENTSOF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

	Seven Months EndedJuly 31, 2024<br>(Unaudited)

Revenue	44,630,454
Cost of providing services	(44,468,585
Gross profit	161,869
General and administrative expenses	(656,160
Net impairment losses on financial and contract assets	(241,353
Other income	333,881
Foreign gain/(loss) - net	34,489
Operating (loss)/profit	(367,274
Interest income	4,348
Finance cost	(10,167
Finance cost - net	(5,819
Profit before income tax	(373,093
Income tax expenses	-
Profit for the period	(373,093
Other comprehensive income	(20,237
Total comprehensive income	(393,330

All values are in US Dollars.

Exhibit99.2

CoreGaming, Inc. And Its Subsidiary

ConsolidatedFinancial Statements

ForThe Finance Period Ended December 31, 2024

TABLE OF CONTENTS	PAGE
Report of Independent Registered Public Accounting Firm	2<br> - 3
Consolidated Statement of financial position	4
Consolidated Statements of profit or loss and other comprehensive income	5
Consolidated Statement of change in equity	6
Consolidated Statement of cash flows	7
Notes to the consolidated financial statements	8<br> - 17

| 1 |

| --- |

Reportof Independent Registered Public Accounting Firm

Board of Directors and Shareholders

Core Gaming, Inc.

Opinionon the Financial Statements

We have audited the accompanying consolidated statement of financial position of Core Gaming, Inc as of December 31, 2024, and the related consolidated statement of profit or loss and other comprehensive income, consolidated statement of change in equity, and cash flows for the year then ended, and the related notes (collectively referred to as the “financial statements”). In addition, we have audited the financial position of Newbyera Technology Limited as of July 31, 2024 and the financial statements as of December 31, 2023, which comprise the financial position as of December 31, 2023, the related statement of profit or loss and other comprehensive income, statement of changes in equity and cash flows for the year then ended and, the related notes. In our opinion, the financial statements present fairly, in all material respects, the financial position of Core Gaming, Inc. as of December 31, 2024, and the results of its operations and its cash flows for the year then ended, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board (IASB). Additionally, in our opinion, the balance sheet of Newbyera Technology Limited as of July 31, 2024, and the financial statements as of December 31, 2023, as defined above present fairly, in all material respects, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board (IASB).

Basisfor Opinion

The financial statements are the responsibility of the entity’s management. Our responsibility is to express an opinion on the entity’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to Core Gaming, Inc in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Core Gaming, Inc is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

CriticalAudit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Acquisitionof Newbyera

On 2 August 2024, the Group acquired a 100% equity interest in Newbyera Technology Limited (“Newbyera”). The principal activity of Newbyera is that of developing and publishing mobile games. The purchase agreement was to issue 250,000 common shares to Moremo Network Limited in exchange for the 10,000 shares held of Newbyera.

| 2 |

| --- |

We identified the accounting for this acquisition as a critical audit matter because of the significant judgment required by management in determining: (1) whether the Company obtained control of Newbyera, (2) the appropriate acquisition date, (3) the fair value of consideration transferred, and (4) the identification and valuation of assets acquired, and liabilities assumed. Auditing these elements involved especially challenging, subjective, and complex auditor judgment due to the nature and significance of the transaction and the extent of audit effort required, including the involvement of valuation professionals.

Our audit procedures related to the Company’s accounting for the acquisition included the following, among others:

●	Obtaining<br> and reviewing the Purchase Agreement and related documents to understand the terms<br> and conditions of the transaction
●	Evaluating<br> management’s determination of the acquisition date and whether control was obtained
●	Testing<br> management’s valuation of the consideration transferred
●	Assessing<br> the completeness and valuation of identified assets acquired and liabilities assumed
●	Evaluating<br> the methodology and significant assumptions used by management to determine fair values
●	Testing<br> the mathematical accuracy of management’s calculations
●	Evaluating<br> the adequacy of the Company’s disclosures related to the acquisition

Bush & Associates CPA LLC

We have served as the Company’s auditor since 2024.

Henderson, Nevada

July 09, 2025

PCAOB ID Number 6797

| 3 |

| --- |

CoreGaming, Inc. And Its Subsidiary

ConsolidatedStatement of Financial Position

AsAt December 31, 2024

(ExpressedIn United States Dollars)

	Note

ASSETS
Current<br> assets
Prepayments,<br> net
Other<br> receivables, net
Accounts<br> receivable, net
Cash<br> and cash equivalents
Total<br> current assets
Non-current<br> assets
Intangible<br> assets	6
Investment<br> in subsidiaries
Total<br> non-current assets
Total<br> assets
LIABILITIES<br> AND EQUITY
Current<br> liabilities
Account<br> and other payables
Taxes<br> Payable
Total<br> current liabilities
Total<br> liabilities
Equity
Share<br> capital	7
Share<br> premium	7
Other<br> reserves		)
Accumulated<br> loss		)
Total<br> Equity
Total<br> liabilities and equity

All values are in US Dollars.

Theaccompanying notes form an integral part of and should be read in conjunction with these financial statements.

| 4 |

| --- |

CoreGaming, Inc. And Its Subsidiary

ConsolidatedStatement of Profit or Loss and Other Comprehensive Income

ForThe Financial Period Ended December 31, 2024

(ExpressedIn United States Dollars)

	Note

Revenue
Cost<br> of providing services	4	)
Gross<br> profit
General<br> and administrative expenses	4	)
Net<br> impairment losses on financial and contract assets		)
Other<br> income
Foreign<br> exchange loss - net		)
Operating<br> loss		)
Interest<br> income
Finance<br> cost		)
Finance<br> cost - net		)
Profit<br> before income tax		)
Income<br> tax expenses	5	)
Loss<br> for the period		)
Other<br> comprehensive loss		)
Total<br> comprehensive loss		)

All values are in US Dollars.

Theaccompanying notes form an integral part of and should be read in conjunction with these financial statements.

| 5 |

| --- |

CoreGaming, Inc. And Its Subsidiary

ConsolidatedStatement of Change in Equity

ForThe Financial Period Ended December 31, 2024

(ExpressedIn United States Dollars)

	Note
****	****	****	****	****
Balance<br> as of May 10, 2024
Share<br> issuance	7
Net<br> loss		)		)
Foreign<br> currency translation loss			)	)
Balance<br> as of December 31, 2024		)	)

All values are in US Dollars.

Theaccompanying notes form an integral part of and should be read in conjunction with these financial statements.

| 6 |

| --- |

CoreGaming, Inc. And Its Subsidiary

ConsolidatedStatement Of Cash Flows

ForThe Financial Period Ended December 31, 2024

(ExpressedIn United States Dollars)

	Note

Net<br> Profit		)
Adjustments<br> for
Amortization
Changes<br> in operating assets and liabilities:
Accounts<br> receivable
Prepayment
Other<br> receivables
Accounts<br> payable and accrued liabilities		)
Tax<br> payables		)
Cash<br> flow used for operation		)
Net<br> cash used for operating activities		)
Cash<br> used for investing activities
Purchase<br> of intangible asset		)
Acquisition<br> of subsidiary, net of cash acquired	8
Net<br> cash generated from investing activities
Cash<br> flow from financing activities
Capital<br> contribution from shareholders
Net<br> cash generated from financing activities
Foreign<br> exchange		)
Net<br> increase in cash
Cash<br> and Cash Equivalent at beginning of the period
Cash<br> and Cash Equivalent at end of the period

All values are in US Dollars.

Theaccompanying notes form an integral part of and should be read in conjunction with these financial statements.

| 7 |

| --- |

CoreGaming, Inc. And Its Subsidiary

Notesto The Consolidated Financial Statements

ForThe Financial Period Ended December 31, 2024

(ExpressedIn United States Dollars)

1.	Basis of Presentation and Summary of Significant Accounting Policies

Corporateinformation

Core Gaming, Inc. (the “Company”) is incorporated under the laws of the State of Delaware. Its registered and principal executive offices are located at 25 SE 2nd Avenue Ste. 550 Miami, Florida 33131.

The principle activities of the Company are development, distribution, and monetization of casual games, which are delivered as apps for mobile phones, and generates revenue through the display of ads in the games.

Basisof Presentation

The accompanying consolidated financial statements of Core Gaming, Inc. and its subsidiary (the “Group”) have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB) and interpretations issued by the IFRS Interpretations Committee (IFRS IC) applicable to companies reporting under IFRS.

The financial statements have been prepared on a historical cost basis.

Newand amended standards adopted by the Group

The Group has adopted the new or amended IFRS and Interpretations of FRS (“INT IFRS”) that are mandatory for application for the financial period. Changes to the Group’s accounting policies have been made as required, in accordance with the transitional provisions in the respective SFRS and INT SFRS.

The adoption of these new or amended SFRS and INT SFRS did not result in substantial changes to the Group’s accounting policies and had no material effect on the amounts reported for the current financial period.

Newstandards and interpretations not yet adopted

Certain amendments to accounting standards have been published that are not mandatory for 31 December 2024 reporting periods and have not been early adopted by the Group. These amendments are not expected to have a material impact on the entity in the current or future reporting periods and on foreseeable future transactions.

Summaryof Significant Accounting Policies

1)Group accounting

Consolidation

Subsidiaries are all entities (including structured entities) over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date on that control ceases.

In preparing the consolidated financial statements, transactions, balances and unrealized gains on transactions between group entities are eliminated. Unrealized losses are also eliminated unless the transaction provides evidence of an impairment indicator of the transferred asset. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group.

| 8 |

| --- |

Core Gaming, Inc. And Its Subsidiary

Notesto The Consolidated Financial Statements

ForThe Financial Period Ended December 31, 2024

(ExpressedIn United States Dollars)

Acquisitions

The acquisition method of accounting is used to account for business combinations entered into by the Group.

The consideration transferred for the acquisition of a subsidiary or business comprises the fair value of the assets transferred, the liabilities incurred and the equity interests issued by the Group. The consideration transferred also includes any contingent consideration arrangement and any pre-existing equity interest in the subsidiary measured at their fair values at the acquisition date.

Acquisition-related costs are expensed as incurred.

Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are, with limited exceptions, measured initially at their fair values at the acquisition date.

The excess of (a) the consideration transferred, the amount of any non-controlling interest in the acquiree and the acquisition-date fair value of any previous equity interest in the acquiree over the (b) fair value of the identifiable net assets acquired is recorded as goodwill.

2)Foreign Currency Translation

The Company’s function currency is United States dollars. The Group translates the financial statements of the Group entities (none of which has the currency of a hyperinflationary economy) that have a different functional currency different from the presentation currency into United States dollars. Assets and liabilities denominated in foreign currencies are translated at the exchange rates in effect at the consolidated balance sheet dates. Revenues and expenses are translated at the average exchange rates prevailing during the period. Unrealized gains or losses arising from currency translation are included in other comprehensive income/(loss).

3)Revenue and Account Receivables

The Group generates its income through publishing advertisements on various advertising platforms. The Group’s performance obligation is to provide customers with access to the advertising solutions. The transaction price is the product of either the number of completions of agreed upon actions or advertisements displayed and the contractually agreed upon price per advertising unit. Revenues are recognized at the point-in-time the advertisements are displayed in the game or the services has been completed as the customer simultaneously receives and consumes the benefits provided from these services. The revenue is estimated based on advertising data for each month and revised after confirmation of revenues with various advertising agencies.

4)Account and Other Payables

Accounts Payable primarily consist of amounts due to advertising platforms and agencies for marketing services, as well as game development fees owed to third-party game suppliers. Other payables represent liabilities for goods and services provided to the Group prior to the end of financial year which are unpaid. These payables are typically settled within the standard payment terms contracted with the respective suppliers. These payables do not bear interests.

Trade and other payables are initially recognized at fair value, and subsequently carried at amortized cost using the effective interest method.

5)Cash and Cash Equivalents

Cash consists of cash on hand and cash in banks. The Company considers highly liquid investments such as time deposits and certificates of deposit with original maturities of three months or less to be cash equivalents.

| 9 |

| --- |

Core Gaming, Inc. And Its Subsidiary

Notesto The Consolidated Financial Statements

ForThe Financial Period Ended December 31, 2024

(ExpressedIn United States Dollars)

6)Income Taxes

Income tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the financial year. Taxable profit differs from profit as reported profit or loss because it excludes items of income or expense that are taxable or deductible in other financial years and it further excludes items that are not taxable or tax deductible. The Group’s liability for current tax is calculated using tax rates (and tax laws) that have been enacted or substantively enacted in countries where the Group operates by the end of the financial year.

Deferred income tax is recognized for temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements except when the deferred income tax arises from the initial recognition of goodwill or an asset or liability in a transaction that is not a business combination and affects neither accounting nor taxable profit or loss at the time of the transaction. Deferred income tax asset is recognized to the extent that it is probable that future taxable profit will be available against which the deductible temporary differences and tax losses can be utilized.

7)Financial assets

(a) Classification and measurement

The Group classifies its financial assets in the following measurement categories:

● Amortized cost;

● Fair value through other comprehensive income (FVOCI); and

● Fair value through profit or loss (FVPL).

The classification depends on the Group’s business model for managing the financial assets as well as the contractual terms of the cash flows of the financial asset.

Atinitial recognition

At initial recognition, the Group measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss, transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at fair value through profit or loss are expensed in profit or loss.

Atsubsequent measurement

Cash and cash equivalents, trade and other receivables are carried at amortized cost subsequently.

(b) Derecognition

Financial assets are derecognized when the rights to receive cash flows from the financial assets have expired or have been transferred and the Group has transferred substantially all risks and rewards of ownership.

8)Impairment of financial assets

The Group recognizes an allowance for expected credit losses (ECLs) for all debt instruments not held at FVPL. ECLs are based on the difference between the contractual cash flows due in accordance with the contract and all the cash flows that the Group expects to receive, discounted at an approximation of the original effective interest rate. The expected cash flows will include cash flows from the sale of collateral held or other credit enhancements that are integral to the contractual terms.

ECLs are recognized in two stages. For credit exposures for which there has not been a significant increase in credit risk since initial recognition, ECLs are provided for credit losses that result from default events that are possible within the next 12-months (a 12-month ECL). For those credit exposures for which there has been a significant increase in credit risk since initial recognition, a loss allowance is recognized for credit losses expected over the remaining life of the exposure, irrespective of timing of the default (a lifetime ECL).

| 10 |

| --- |

Core Gaming, Inc. And Its Subsidiary

Notesto The Consolidated Financial Statements

ForThe Financial Period Ended December 31, 2024

(ExpressedIn United States Dollars)

For trade receivables, the Group applies a simplified approach in calculating ECLs. Therefore, the Group does not track changes in credit risk, but instead recognizes a loss allowance based on lifetime ECLs at each reporting date. The Group has established a provision matrix that is based on its historical credit loss experience, adjusted for forward-looking factors specific to the debtors and the economic environment which could affect debtors’ ability to pay.

The Group considers a financial asset in default when contractual payments are long past due. However, in certain cases, the Group may also consider a financial asset to be in default when internal or external information indicates that the Group is unlikely to receive the outstanding contractual amounts in full before taking into account any credit enhancements held by the Group. A financial asset is written off when there is no reasonable expectation of recovering the contractual cash flows.

9)Intangible assets

Patents and licenses

Cost for applying and registering patents, trade mark and license are capitalized at cost and are subsequently carried at cost less accumulated amortization and accumulated impairment losses. These costs are amortized to profit or loss using the straight-line method over 20 years, which is the shorter of their estimated useful lives and periods of contractual rights.

10)Lease

The Group has elected to not recognize right-of-use assets and lease liabilities for short-term leases that have lease terms of 12 months or less and leases of low value leases. Lease payments relating to these leases are expensed to profit or loss on a straight-line basis over the lease term.

11)Provision

Provisions are recognized when the Group has a present legal or constructive obligation as a result of past events, it is more likely than not that an outflow of resources will be required to settle the obligation, and the amount has been reliably estimated.

2.	Significant accounting judgements and estimates

The preparation of the Group’s financial statements requires management to make judgments, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the disclosure of contingent liabilities at the end of each reporting period. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of the asset or liability affected in the future periods.

Impairment of trade receivables

Based on the Group’s historical credit loss experience, trade receivables exhibited different loss patterns for each receivable aging group. Accordingly, management has determined the expected loss rates by grouping the receivables by aging groups. A loss allowance of $491,245 for trade receivables was recognized as at 31 December 2024.

| 11 |

| --- |

Core Gaming, Inc. And Its Subsidiary

Notesto The Consolidated Financial Statements

ForThe Financial Period Ended December 31, 2024

(ExpressedIn United States Dollars)

3.	Revenue

Revenues consist of the following items:

	May<br> 10, 2024<br> -December 31, 2024

Advertisement<br> publishing service

All values are in US Dollars.

4.	Expense by nature
	May<br> 10, 2024<br> -December 31, 2024
---	---

Advertisement<br> publishing cost
Software<br> technology cost
Other<br> service cost
Cost<br> of providing services
Staff<br> cost
Promotion<br> cost
Office<br> expense
Professional<br> fees
Others
General<br> and administrative expenses

All values are in US Dollars.

5.	Income tax
	May<br> 10, 2024<br> -December 31, 2024
---	---

Income<br> tax expense:
Current<br> year

All values are in US Dollars.

The income tax on the results for the financial year differs from the amount of income tax determined by applying the Hong Kong standard rate of income tax, where the Group’s primary operation is based, due to the following factors:

	May<br> 10, 2024<br> -December 31, 2024

Profit<br> before income tax		)
Tax<br> at the applicable tax rate of 16.5%		)
Tax<br> effect of:
-<br> non-deductible expenses
-<br> non-taxable income		)
-<br> others		)
Income<br> tax expense

All values are in US Dollars.

| 12 |

| --- |

CoreGaming, Inc. And Its Subsidiary

Notesto The Consolidated Financial Statements

ForThe Financial Period Ended December 31, 2024

(ExpressedIn United States Dollars)

6.	Intangible assets

Intangible assets consist of capitalized patent application fees.

	Trade<br> Mark & Patents	Total

Cost
At<br> May 10, 2024
Additions
At<br> December 31, 2024
Accumulated<br> depreciation
At<br> May 10, 2024
Depreciation
At<br> December 31, 2023
Carrying<br> amount
At<br> May 10, 2024
At<br> December 31, 2024

All values are in US Dollars.

7.	Share capital
	Number of ordinary shares		Par<br> value	Share<br> premium
---	---	---	---	---

Issued<br> and fully paid:
At<br> May 10, 2024		-
Issue<br> of shares		1,000,000
At<br> December 31, 2024		1,000,000

All values are in US Dollars.

8.	Business combination

On 2 August 2024, the Group acquired a 100% equity interest in Newbyera Technology Limited (“Newbyera”). The principal activity of Newbyera is that of developing and publishing mobile games. Details of the consideration paid, the assets acquired and liabilities assumed, and the effects on the cash flows of the Group, at the acquisition date, are as follows:

(a) Purchase consideration

The total purchase consideration was as follows:

Consideration<br> Transferred	Amount

250,000<br> shares of common stock issued

All values are in US Dollars.

No cash consideration was paid, and there were no contingent consideration arrangements.

| 13 |

| --- |

CoreGaming, Inc. And Its Subsidiary

Notesto The Consolidated Financial Statements

ForThe Financial Period Ended December 31, 2024

(ExpressedIn United States Dollars)

(b) Identifiable assets acquired and liabilities assumed

	At<br> fair value

Prepayments
Other<br> receivables
Accounts<br> receivable
Cash<br> and cash equivalents
Total<br> assets
Account<br> and other payables
Taxes<br> Payable
Total<br> liabilities
Total<br> identifiable net assets
Goodwill
Consideration<br> transferred

All values are in US Dollars.


Cash<br> paid
Add:<br> Cash and bank balances in subsidiary acquired
Cash<br> inflow from the acquisition

All values are in US Dollars.

9.	Investment in subsidiary
	2024
---	---

Unquoted<br> shares, at cost

All values are in US Dollars.

The details of the subsidiary as at 31 December 2024 are:

Name of Group<br> <br>(Country of incorporation)	Principal<br> activities	Cost<br> of<br> investment	Percentage<br> of<br><br> equity held by the<br><br> Parent		Percentage<br> of<br><br> equity held by the<br><br> Group
		12.31.2024	12.31.2024		12.31.2024
			%		%
Newbyera<br> Technology Limited (Hong Kong)	Mobile<br> game developing and publishing			100		100

All values are in US Dollars.

10.	Financial instruments and financial risks

The Group’s activities expose it to a variety of financial risks from its operation. The key financial risk relevant to the Group is credit risk.

The management team reviews and agrees policies and procedures for the management of financial risks. There has been no change to the Group’s exposure to the financial risks or the manner in which it manages and measures the risks.

| 14 |

| --- |

CoreGaming, Inc. And Its Subsidiary

Notesto The Consolidated Financial Statements

ForThe Financial Period Ended December 31, 2024

(ExpressedIn United States Dollars)

Creditrisk

Credit risk refers to the risk that the counterparty will default on its contractual obligations resulting in a loss to the Group. The Group’s exposure to credit risk arises primarily from trade and other receivables. For other financial assets (including cash and cash equivalents), the Group minimizes credit risk by dealing exclusively with high credit rating counterparties.

The Group has adopted a policy of only dealing with creditworthy counterparties. The Group performs ongoing credit evaluation of its counterparties’ financial condition and generally does not require a collateral.

The Group considers the probability of default upon initial recognition of assets and whether there has been a significant increase in credit risk on an ongoing basis throughout each reporting period.

Payment terms are specified in agreements between the Group and the platforms and agencies. The Group generally reconciles with the platforms and agencies at the end of each month for the price of impressions filled in that month. Specific payment terms may vary by agreement but are generally sixty days or less.

As at 31 December 2024, Accounts receivables amounted to $9,120,543, and are unsecured, and do not bear interest. The allowance for doubtful accounts is reviewed monthly, requires judgment, and is based on the best estimate of the amount of probable credit losses in existing accounts receivable. The Group reviews the status of the then-outstanding accounts receivable on a customer-by-customer basis, taking into consideration the aging schedule of receivables, its historical collection experience, current information regarding the client, subsequent collection history, and other relevant data, in establishing the allowance for doubtful accounts. Accounts receivables are presented net of an allowance for doubtful accounts. Accounts receivables are written off against the allowance for doubtful accounts when the Group determines amounts are no longer collectible.

The movements in credit loss allowance are as follows:

	Credit<br> loss allowance

Balance<br> as at May 10, 2024
Asset<br> acquired
Changes<br> in credit risk
Written<br> off		)
Balance<br> as at December 31, 2024

All values are in US Dollars.

Liquidityrisk

Liquidity risks refer to the risks in which the Group and Group encounters difficulties in meeting its short-term obligations. Liquidity risks are managed by matching the payment and receipt cycle.

The table below summarizes the maturity profile of the Group and Group’s financial assets and liabilities at the reporting date based on contractual undiscounted repayment obligations:

	Less<br> than 1 year	More<br> than 1 years but less than 5 years	More<br> than 5 years	Total
Group
Financial<br> assets
Cash<br> and cash equivalents
Other<br> receivables
Trade<br> receivables
As<br> at December 31, 2024
Financial<br> liabilities
Trade<br> and other payables
Taxes<br> payables
As<br> at December 31, 2024
Net<br> undiscounted financial assets as at December 31, 2024

All values are in US Dollars.

| 15 |

| --- |

CoreGaming, Inc. And Its Subsidiary

Notesto The Consolidated Financial Statements

ForThe Financial Period Ended December 31, 2024

(ExpressedIn United States Dollars)

Marketrisks

Market risk is the risk that changes in market prices, such as interest rates and foreign exchange rates that will affect the Group’s income or the value of its holdings of financial instruments. The Group’s activities expose it primarily to the financial risks of changes in foreign currency exchange rates. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimizing the return on risk.

The Group entities transact business in certain foreign currencies, mainly United State dollars, other than the respective functional currencies of the Group entities, and hence is exposed to foreign currency risks. Since the financial assets and liabilities of the Group entities are short-term in nature, their exposure to foreign currency risk is not significant. The Group ensures that the net exposure is kept to an acceptable level by buying or selling foreign currencies at spot rates where necessary to address short-term imbalances.

11.	Fair value of assets and liabilities

The fair values of applicable assets and liabilities, are determined and categorized using a fair value hierarchy as follows:

(a)	Level<br> 1 - the fair values of assets and liabilities with standard terms and conditions and which<br> trade in active markets that the Group can access at the measurement date are determined<br> with reference to quoted market prices (unadjusted).
(b)	Level<br> 2 - in the absence of quoted market prices, the fair values of the assets and liabilities<br> are determined using the other observable, either directly or indirectly, inputs such as<br> quoted prices for similar assets/liabilities in active markets or included within Level 1,<br> quoted prices for identical or similar assets/liabilities in non-active markets.
(c)	Level<br> 3 - in the absence of quoted market prices included within Level 1 and observable inputs<br> included within Level 2, the fair values of the remaining assets and liabilities are determined<br> in accordance with generally accepted pricing models.

Fair value measurements that use inputs of different hierarchy levels are categorized in its entirety in the same level of the fair value hierarchy as the lowest level input that is significant to the entire measurement.

Except as disclosed in the respective notes, the carrying amounts of the current financial assets and financial liabilities, including cash and bank balances, trade and other receivables, trade and other payables approximate their respective fair values due to their short maturity nature.

12.	Commitments and Contingencies

The Group’s agreements with platforms and agencies typically obligate the Group to provide indemnity and defense for losses resulting from claims of intellectual property infringement, damages to property or persons, business losses, or other liabilities. No material demands have been made upon the Group to provide indemnification under such agreements and there are no claims that the Group is aware that could have a material effect on the Group’s financial statements.

| 16 |

| --- |

CoreGaming, Inc. And Its Subsidiary

Notesto The Consolidated Financial Statements

ForThe Financial Period Ended December 31, 2024

(ExpressedIn United States Dollars)

13.	Events occurring after balance sheet date

Pursuant to the Merger Agreement, the Parties will effect the following transactions:

a) The Company will merge (the “Merger”) with and into Merger Sub, with the Company continuing as the surviving entity and a wholly owned subsidiary of Purchaser;

b) In exchange for the outstanding shares of the Company’s common stock, Purchaser will issue common shares to the shareholders of the Company based on an exchange ratio calculated as $160,000,000 divided by the volume-weighted average closing price of Purchaser’s common shares on the Nasdaq Stock Market LLC for the 10-day trading period immediately preceding the effective time of the Merger;

c) On the Closing Date (as defined in the Merger Agreement), the Parties will cause a certificate of merger (the “Certificate of Merger”) to be executed and filed with the Secretary of State of Delaware. The Merger will become effective on the date and time specified in the Certificate of Merger (the “Effective Time”); and

d) At the Effective Time, all assets, properties, rights, privileges, powers, and franchises of the Company and Merger Sub will vest in the Company as the surviving corporation in the Merger.

As this event occurred after the reporting period, it is considered a non-adjusting event and accordingly, the financial statements as at and for the year ended 31 December 2024 have not been adjusted to reflect this change.

| 17 |

| --- |

Exhibit 99.3

Newbyera Technology Limited

STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

	For the Year Ended December 31, 2024<br> (Unaudited)

Revenue
Cost of providing services		)
Gross profit
General and administrative expenses		)
Net impairment losses on financial and contract assets		)
Other income
Foreign gain/(loss) - net
Operating (loss)/profit		)
Interest income
Finance cost		)
Finance cost - net		)
Profit before income tax		)
Income tax expenses		)
Profit for the period		)
Other comprehensive income		)
Total comprehensive income		)

All values are in US Dollars.

Exhibit99.4

CoreGaming, Inc. And Its Subsidiary

ConsolidatedFinancial Statements

ForThe Three Months Ended March 31, 2025

TABLE OF CONTENTS	PAGE
Consolidated<br> Statement of financial position as of March 31, 2025 (Unaudited) and as of December 31,<br> 2024 (Audited)	2
Consolidated<br> Statement of profit or loss and other comprehensive income (Unaudited)	3
Consolidated<br> Statement of change in equity (Unaudited)	4
Consolidated<br> Statement of cash flows (Unaudited)	5
Notes<br> to the consolidated financial statements (Unaudited)	6<br> - 14

| 1 |

| --- |

CoreGaming, Inc. And Its Subsidiary

ConsolidatedStatement of Financial Position

AsAt March 31, 2025 and December 31, 2024

(ExpressedIn United States Dollars)

	Note

ASSETS
Current assets
Prepayments, net
Other receivables, net
Accounts receivable, net
Cash and cash equivalents
Total<br> current assets
Non-current assets
Intangible assets	5
Total<br> non-current assets
Total<br> assets
LIABILITIES AND EQUITY
Current liabilities
Account and other payables
Taxes Payable
Total<br> current liabilities
Total<br> liabilities
Equity
Share capital	6
Share premium	6
Other reserves		)	)
Accumulated loss		)	)
Total<br> Equity
Total<br> liabilities and equity

All values are in US Dollars.

Theaccompanying notes form an integral part of and should be read in conjunction with these financial statements.

| 2 |

| --- |

CoreGaming, Inc. And Its Subsidiary

ConsolidatedStatement of Profit or Loss and Other Comprehensive Income

ForThe Three Months Ended March 31, 2025

(ExpressedIn United States Dollars)

	Note

Revenue
Cost of providing services	4	)
Gross<br> profit		)
General and administrative expenses	4	)
Net impairment reversal on financial and contract<br> assets
Other income
Foreign exchange loss<br> - net		)
Operating<br> loss		)
Interest income
Finance cost		)
Finance<br> cost - net		)
Loss<br> before income tax		)
Income tax expenses
Loss<br> for the period		)
Other comprehensive income
Total<br> comprehensive loss		)

All values are in US Dollars.

Theaccompanying notes form an integral part of and should be read in conjunction with these financial statements.

| 3 |

| --- |

CoreGaming, Inc. And Its Subsidiary

ConsolidatedStatement of Change in Equity

ForThe Three Months Ended March 31, 2025 (Unaudited)

(ExpressedIn United States Dollars)

	Note
****	****	****	****	****
Balance as<br> of January 1, 2025		)	)
Net loss		)		)
Foreign currency translation loss
Balance as of March 31,<br> 2025		)	)

All values are in US Dollars.

Theaccompanying notes form an integral part of and should be read in conjunction with these financial statements.

| 4 |

| --- |

CoreGaming, Inc. And Its Subsidiary

ConsolidatedStatement of Cash Flows

ForThe Three Months Ended March 31, 2025

(ExpressedIn United States Dollars)

	Note	Three<br> Months Ended<br> March<br> 31, 2025<br> (Unaudited)

Net Profit			)
Adjustments for
Amortization
Changes in operating assets<br> and liabilities:
Accounts receivable
Prepayment			)
Other receivables
Accounts payable and accrued liabilities			)
Tax payables
Cash<br> flow generated from operation
Net<br> cash generated from operating activities
Cash used for investing<br> activities
Net<br> cash generated from investing activities
Cash flow from financing<br> activities
Net<br> cash generated from financing activities
Foreign exchange
Net increase in cash
Cash and Cash Equivalent<br> at beginning of the period
Cash<br> and Cash Equivalent at end of the period

All values are in US Dollars.

Theaccompanying notes form an integral part of and should be read in conjunction with these financial statements.

| 5 |

| --- |

CoreGaming, Inc. And Its Subsidiary

Notes to The Consolidated Financial Statements

ForThe Three Months Ended March 31, 2025 (Unaudited)

(Expressed InUnited States Dollars)

1.	Basis of Presentation and Summary of Significant Accounting Policies

Corporateinformation

Basisof Presentation

The financial statements have been prepared on a historical cost basis.

Newand amended standards adopted by the Group

Newstandards and interpretations not yet adopted

Certain amendments to accounting standards have been published that are not mandatory for March 31, 2025 reporting periods and have not been early adopted by the Group. These amendments are not expected to have a material impact on the entity in the current or future reporting periods and on foreseeable future transactions.

Summaryof Significant Accounting Policies

1)Group accounting

Consolidation

| 6 |

| --- |

CoreGaming, Inc. And Its Subsidiary

Notes to The Consolidated Financial Statements

ForThe Three Months Ended March 31, 2025 (Unaudited)

(Expressed InUnited States Dollars)

Acquisitions

The acquisition method of accounting is used to account for business combinations entered into by the Group.

Acquisition-related costs are expensed as incurred.

2)Foreign Currency Translation

3)Revenue and Account Receivables

4)Account and Other Payables

Trade and other payables are initially recognized at fair value, and subsequently carried at amortized cost using the effective interest method.

5)Cash and Cash Equivalents

| 7 |

| --- |

CoreGaming, Inc. And Its Subsidiary

Notes to The Consolidated Financial Statements

ForThe Three Months Ended March 31, 2025 (Unaudited)

(Expressed InUnited States Dollars)

6)Income Taxes

Income tax expense represents the sum of the tax currently payable and deferred tax.

7)Financial assets

(a) Classification and measurement

The Group classifies its financial assets in the following measurement categories:

● Amortized cost;

● Fair value through other comprehensive income (FVOCI); and

● Fair value through profit or loss (FVPL).

The classification depends on the Group’s business model for managing the financial assets as well as the contractual terms of the cash flows of the financial asset.

Atinitial recognition

Atsubsequent measurement

Cash and cash equivalents, trade and other receivables are carried at amortized cost subsequently.

(b) Derecognition

8)Impairment of financial assets

ECLs are recognized in two stages. For credit exposures for which there has not been a significant increase in credit risk since initial recognition, ECLs are provided for credit losses that result from default events that are possible within the next 12 months (a 12-month ECL). For those credit exposures for which there has been a significant increase in credit risk since initial recognition, a loss allowance is recognized for credit losses expected over the remaining life of the exposure, irrespective of timing of the default (a lifetime ECL).

| 8 |

| --- |

CoreGaming, Inc. And Its Subsidiary

Notes to The Consolidated Financial Statements

ForThe Three Months Ended March 31, 2025 (Unaudited)

(Expressed InUnited States Dollars)

9)Intangible assets

Patents and licenses

Cost for applying and registering patents, trademark and license are capitalized at cost and are subsequently carried at cost less accumulated amortization and accumulated impairment losses. These costs are amortized to profit or loss using the straight-line method over 20 years, which is the shorter of their estimated useful lives and periods of contractual rights.

10)Lease

11)Provision

2.	Significant accounting judgements and estimates

Impairment of trade receivables

Based on the Group’s historical credit loss experience, trade receivables exhibited different loss patterns for each receivable aging group. Accordingly, management has determined the expected loss rates by grouping the receivables by aging groups. A loss allowance of $242,891 for trade receivables was recognized as at March 31, 2025.

| 9 |

| --- |

CoreGaming, Inc. And Its Subsidiary

Notes to The Consolidated Financial Statements

ForThe Three Months Ended March 31, 2025 (Unaudited)

(Expressed InUnited States Dollars)

3.	Revenue

Revenues consist of the following items:

	Three<br> Months Ended March 31, 2025

Advertisement publishing service

All values are in US Dollars.

4.	Expense by nature
	Three<br> Months Ended March 31, 2025
---	---

Advertisement publishing cost
Software technology cost
Other service cost
Cost<br> of providing services
Staff cost
Office expense
Others
General<br> and administrative expenses

All values are in US Dollars.

5.	Intangible assets

Intangible assets consist of capitalized patent application fees.

	Trademark<br> & Patents	Total

Cost
At January 1, 2025
Exchange difference
At March 31, 2025
Accumulated depreciation
At January 1, 2025
Depreciation
At March 31, 2025
Carrying amount
At January 1, 2025
At March 31, 2025

All values are in US Dollars.

6.	Share capital
	Number<br> <br>of ordinary shares		Par<br> value	Share<br> premium
---	---	---	---	---

Issued and fully paid:
At January<br> 1, 2025 & March 31, 2025		1,000,000

All values are in US Dollars.

| 10 |

| --- |

CoreGaming, Inc. And Its Subsidiary

Notes to The Consolidated Financial Statements

ForThe Three Months Ended March 31, 2025 (Unaudited)

(Expressed InUnited States Dollars)

7.	Investment in subsidiary
	2024
---	---
	$
Unquoted<br> shares, at cost	2,569,491

The details of the subsidiary as at March 31, 2025 are:

Name of Group<br> <br>(Country of incorporation)	Principal<br> activities	Cost<br> of investment	Percentage<br> of equity held by the Parent		Percentage<br> of equity held by the Group
		03.31.2025	03.31.2025		03.31.2025
			%		%
Newbyera<br> Technology Limited (Hong Kong)	Mobile game<br> developing and publishing			100		100

All values are in US Dollars.

8.	Financial instruments and financial risks

The Group’s activities expose it to a variety of financial risks from its operation. The key financial risk relevant to the Group is credit risk.

Creditrisk

As at March 31, 2025, Accounts receivables amounted to $7,311,895, and are unsecured, and do not bear interest. The allowance for doubtful accounts is reviewed monthly, requires judgment, and is based on the best estimate of the amount of probable credit losses in existing accounts receivable. The Group reviews the status of the then-outstanding accounts receivable on a customer-by-customer basis, taking into consideration the aging schedule of receivables, its historical collection experience, current information regarding the client, subsequent collection history, and other relevant data, in establishing the allowance for doubtful accounts. Accounts receivables are presented net of an allowance for doubtful accounts. Accounts receivables are written off against the allowance for doubtful accounts when the Group determines amounts are no longer collectible.

| 11 |

| --- |

CoreGaming, Inc. And Its Subsidiary

Notes to The Consolidated Financial Statements

ForThe Three Months Ended March 31, 2025 (Unaudited)

(Expressed InUnited States Dollars)

The movements in credit loss allowance are as follows:

	Credit<br> loss allowance

Balance as at January 1, 2025
Changes in credit risk		)
Balance as at March<br> 31, 2025

All values are in US Dollars.

Liquidityrisk

Liquidity risks refer to the risks in which the Group and Group encounters difficulties in meeting its short-term obligations. Liquidity risks are managed by matching the payment and receipt cycle.

The table below summarizes the maturity profile of the Group and Group’s financial assets and liabilities at the reporting date based on contractual undiscounted repayment obligations:

Group	Less<br> than 1 year	More<br> than 1 years but less than 5 years	More<br> than 5 years	Total

Financial assets
Cash and cash equivalents
Other receivables
Trade receivables
As at March 31, 2025
Financial liabilities
Trade and other payables
Taxes payables
As at March 31, 2025
Net undiscounted financial<br> assets as at March 31, 2025

All values are in US Dollars.

Group	Less<br> than 1 year	More<br> than 1 years but less than 5 years	More<br> than 5 years	Total

Financial assets
Cash and cash equivalents
Other receivables
Trade receivables
As at December 31, 2024
Financial liabilities
Trade and other payables
Taxes payables
As at December 31, 2024
Net undiscounted financial<br> assets as at December 31, 2024

All values are in US Dollars.

| 12 |

| --- |

CoreGaming, Inc. And Its Subsidiary

Notes to The Consolidated Financial Statements

ForThe Three Months Ended March 31, 2025 (Unaudited)

(Expressed InUnited States Dollars)

Marketrisks

9.	Fair value of assets and liabilities

The fair values of applicable assets and liabilities, are determined and categorized using a fair value hierarchy as follows:

(a)	Level<br> 1 - the fair values of assets and liabilities with standard terms and conditions and which<br> trade in active markets that the Group can access at the measurement date are determined<br> with reference to quoted market prices (unadjusted).
(b)	Level<br> 2 - in the absence of quoted market prices, the fair values of the assets and liabilities<br> are determined using the other observable, either directly or indirectly, inputs such as<br> quoted prices for similar assets/liabilities in active markets or included within Level 1,<br> quoted prices for identical or similar assets/liabilities in non-active markets.
(c)	Level<br> 3 - in the absence of quoted market prices included within Level 1 and observable inputs<br> included within Level 2, the fair values of the remaining assets and liabilities are determined<br> in accordance with generally accepted pricing models.

10.	Commitments and Contingencies

| 13 |

| --- |

CoreGaming, Inc. And Its Subsidiary

Notes to The Consolidated Financial Statements

ForThe Three Months Ended March 31, 2025 (Unaudited)

(Expressed InUnited States Dollars)

11.	Significant Ongoing Transaction – Proposed Merger

On 26 February 2025, Core Gaming, Inc. entered into a Merger Agreement (the “Merger Agreement”) with Siyata Mobile Inc., a corporation existing under the laws of the Province of British Columbia (“Purchaser”), and Siyata Core Acquisition U.S., Inc., a Delaware corporation and wholly owned subsidiary of Purchaser (“Merger Sub”).

Pursuant to the Merger Agreement:

●	The<br> Company will merge with and into Merger Sub (the “Merger”), with the Company<br> continuing as the surviving entity and becoming a wholly owned subsidiary of Purchaser.
●	In<br> exchange for the outstanding shares of the Company’s common stock, Purchaser will issue<br> common shares to the shareholders of the Company based on an exchange ratio calculated as<br> $160,000,000 divided by the volume-weighted average closing price of Purchaser’s common<br> shares on the Nasdaq Stock Market LLC for the 10-day trading period immediately preceding<br> the effective time of the Merger.
●	On<br> the Closing Date (as defined in the Merger Agreement), a certificate of merger will be filed<br> with the Secretary of State of Delaware, and the Merger will become effective at the time<br> specified therein (the “Effective Time”).
●	At<br> the Effective Time, all assets, properties, rights, privileges, powers, and franchises of<br> the Company and Merger Sub will vest in the Company as the surviving corporation.

As at the reporting date, the Merger had not yet been completed and remains subject to the satisfaction of customary closing conditions and regulatory approvals. Accordingly, no accounting recognition has been made to the financial statements for the period ended 31 March 2025 in respect of this proposed transaction.

| 14 |

| --- |

Exhibit99.5

COREGAMING INC. and SIYATA MOBILE INC.

UNAUDITEDPRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Introduction

On February 26, 2025, Core Gaming, Inc. entered into a Merger Agreement (the “Merger Agreement”) with Siyata Mobile Inc., a corporation existing under the laws of the Province of British Columbia (“Siyata Mobile”), and Siyata Core Acquisition U.S., Inc., a wholly-owned subsidiary of Siyata Mobile (“Merger Sub”), pursuant to which (i) Core Gaming will merge (the “Merger”) with and into Merger Sub, with Core Gaming continuing as the surviving entity and a wholly owned subsidiary of Siyata Mobile, (ii) in exchange for the outstanding shares of Core Gaming’s common stock, Siyata Mobile will issue common shares to the shareholders of Core Gaming based on an exchange ratio calculated as $160,000,000 divided by the volume-weighted average closing price of Siyata Mobile’s common shares on the Nasdaq Stock Market LLC for the 10-day trading period immediately preceding the effective time of the Merger, (iii) on the Closing Date (as defined in the Merger Agreement), the parties will cause a certificate of merger to be executed and filed with the Secretary of State of Delaware, with the Merger becoming effective on the date and time specified in the certificate of merger (the “Effective Time”), and (iv) at the Effective Time, all assets, properties, rights, privileges, powers, and franchises of Core Gaming and Merger Sub will vest in Core Gaming as the surviving corporation in the Merger. Newbyera Technology Limited (“Newbyera”) is the sole operating subsidiary of Core Gaming.

UNAUDITEDPRO FORMA CONDENSED COMBINED BALANCE SHEET

ASOF MARCH 31, 2025

							Notes
Assets
Current
Cash	5,773,801		547,254					6,321,055
Trade And Other Receivables	11,106,137		888,672					11,994,809
Prepaid Expenses	901,552		607,271		(900,804	)	[2G]	608,019
Inventory	-		2,788,697					2,788,697
Advance To Suppliers	-		103,542		900,804		[2G]	1,004,346
	17,781,490		4,935,436					22,716,926
Long Term Receivable	-		178,116					178,116
Right Of Use Assets	-		492,166					492,166
Equipment	-		152,654					152,654
Intangible Assets	1,166		8,701,733					8,702,899
Goodwill	-		-		11,688,871		[2A]	11,688,871
Total<br> Assets	17,782,656		14,460,105					43,931,632
Liabilities and Shareholders’<br> Equity
Current
Loans to Financial Institutions	-		354,493					354,493
Sale of future receipts	-		1,541,621					1,541,621
Tax payable	21,299		-		(21,299	)	[2G]	-
Accounts Payable And Accrued Liabilities	15,677,888		5,194,102		1,000,000		[2B]	21,893,289
					21,299		[2G]
Short Term Lease Liability	-		297,968					297,968
Warrant Liability	-		731,534					731,534
	15,699,187		8,119,718					24,818,905
Long Term Lease Liability	-		251,480					251,480
	-		251,480					251,480
Total<br> Liabilities	15,699,187		8,371,198					25,070,385
Shareholders’ Equity
Share Capital	2,569,566		110,872,775		(110,872,775	)	[2C]	20,347,344
					17,777,778		[2C]
Reserves			14,927,501		(14,927,501	)	[2D]	-
Accumulated Other Comprehensive Loss	(13,520	)	98,870		(98,870	)	[2E]	(13,520	)
Retained Deficit	(472,577	)	(119,810,239	)	119,810,239		[2F]	(1,472,577	)
					(1,000,000	)	[2B]
	2,083,469		6,088,907					18,861,247
Total<br> Liabilities and Shareholders’ Equity	17,782,656		14,460,105					43,931,632

UNAUDITEDPRO FORMA CONDENSED COMBINED STATEMENT OF LOSS

FORTHE THREE MONTH ENDED MARCH 31, 2025

							Notes
Revenue	14,509,763		2,468,331					16,978,094
Cost Of Sales	(14,738,105	)	(1,938,095	)				(16,676,200	)
Gross Profit	(228,342	)	530,236					301,894
Expenses
Amortization And Depreciation	-		414,980					414,980
Development Expenses	-		166,600					166,600
Selling And Marketing	-		1,138,636					1,138,636
Equity promotion and marketing			483,250					483,250
General And Administrative	198,833		1,271,447					1,470,280
Inventory Impairment	-		37,200					37,200
Bad Debts (Recovered)	(316,514	)	9,191					(307,323	)
Foreign Exchange	28,803		-		(28,803	)	[2G]	-
Other income	(52,598	)	-		52,598		[2G]	-
Total<br> Operating Expenses	(141,476	)	3,521,304					3,403,623
Net Operating Loss	(86,866	)	(2,991,068	)				(3,101,729	)
Other income
Investment income	-		-		52,598		[2G]	52,598
Other Expenses
Finance Expense - net	13,391		1,117,622					1,131,013
Foreign Exchange			(52,131	)	28,803		[2G]	(23,328	)
Change In Reserve for Claim	-		(230,609	)				(230,609	)
Change In Fair Value of Warrant Liability	-		(36,882	)				(36,882	)
Total<br> Other Expenses	13,391		798,000					840,194
Profit Before Income Tax	(100,257	)	(3,789,068	)				(3,889,325	)
Income tax expense	-		-					-
Net Loss for The Period	(100,257	)	(3,789,068	)				(3,889,325	)
Other Comprehensive Income	3,132		-					3,132
Comprehensive Income/(Loss)<br> For the Period	(97,125	)	(3,789,068	)				(3,886,193	)
Weighted average shares	27,148,671		1,612,202					28,760,873
Basic and diluted earning/(loss) per share	0.00		(2.35	)				(0.14	)

UNAUDITEDPRO FORMA CONDENSED COMBINED STATEMENT OF LOSS

FORTHE YEAR ENDED DECEMBER 31, 2024

							Notes
Revenue	79,465,587		11,629,572					91,095,159
Cost Of Sales	(77,812,937	)	(9,487,165	)				(87,300,102	)
Gross Profit	1,652,650		2,142,407					3,795,057
Expenses
Amortization And Depreciation	-		1,679,839					1,679,839
Development Expenses	-		625,023					625,023
Selling And Marketing	-		4,480,013					4,480,013
Equity promotion and marketing	-		5,920,239					5,920,239
Inventory Impairment	-		230,312					230,312
General And Administrative	1,182,360		4,859,690					6,042,050
Bad Debts (Recovered)	1,570,860		6,926					1,577,786
Impairment of intangibles	-		279,828					279,828
Share-Based Payments	-		283,301					283,301
Foreign Exchange	(28,206	)	-		28,206		[2G]	-
Other income	(335,697	)	-		335,697		[2G]	-
Total<br> Operating Expenses	2,389,317		18,365,171					21,118,391
Net Operating Loss	(736,667	)	(16,222,764	)				(17,323,334	)
Other income
Investment income	-		-		335,697		[2G]	335,697
Other Expenses
Finance Expense	6,915		3,541,594					3,548,509
Loss on issuance	-		6,267,400					6,267,400
Loss on extinguishment of financial liability	-		601,163					601,163
Impairment of investment	-		1,300,000					1,300,000
Foreign Exchange	-		8,523		(28,206	)	[2G]	(19,683	)
Change in preferred share liability	-		(386,022	)				(386,022	)
Gain on settlement of derivative	-		(3,723,827	)				(3,723,827	)
Change In Fair Value of Warrant Liability	-		(48,681	)				(48,681	)
Transaction Costs	-		1,487,800		1,000,000		[2B]	2,487,800
Total<br> Other Expenses	6,915		9,047,950					10,026,659
Profit Before Income Tax	(743,582	)	(25,270,714	)				(27,014,296	)
Income tax expense	2,070		-					2,070
Net Loss for The Period	(745,652	)	(25,270,714	)				(27,016,366	)
Other Comprehensive Income	(36,650	)	-					(36,650	)
Comprehensive Income/(Loss)<br> For the Period	(782,302	)	(25,270,714	)				(27,053,016	)
Weighted average shares	27,148,671		163,397					27,312,068
Basic and diluted loss per share	(0.03	)	(154.66	)				(0.99	)

Note1 – Basis of Presentation

The accompanying unaudited pro forma condensed combined financial information was prepared in accordance with Article 11 of SEC Regulation S-X.

The unaudited pro forma condensed combined balance sheet was prepared using the historical balance sheet of Siyata Mobile as of March 31, 2025 and the historical balance sheet of Core Gaming, Inc. as of March 31, 2025, taking into account the pro forma effect of the Merger. Siyata Mobile’s, Core Gaming’s and Newbyera’s fiscal years end on December 31.

Core Gaming, Inc. was incorporated on May 10, 2024, and acquired Newbyera in August 2024. Core Gaming’s primary activity through March 31, 2025 has been through its holdings of Newbyera. The unaudited pro forma condensed combined statements of loss were prepared using:

● the historical audited consolidated statement of loss of Siyata Mobile for the year ended December 31, 2024;

● the historical unaudited consolidated statement of loss of Siyata Mobile for the three months ended March 31, 2025;

● the historical unaudited statement of loss of Newbyera for the year ended December 31, 2024; and

● the historical unaudited statement of loss of Core Gaming for the three months ended March 31, 2025.

Both Siyata Mobile and Newbyera’s historical financial statements were prepared in accordance with International Financial Reporting Standards and are presented in U.S. dollars. Certain reclassifications have been made to the historical financial statements of Newbyera to conform to the financial statement presentation to be adopted by the combined company. These adjustments are related to the presentation of prepayment, tax payables, foreign currency exchange gain and other incomes. All such adjustments and reclassifications have been included in Pro Forma Adjustments in the Unaudited Pro Forma Condensed Combined Balance Sheet and Unaudited Pro Forma Condensed Combined Statement of Loss.

Because the former stockholders of Core Gaming will own 90% of Siyata Mobile’s outstanding common shares immediately following the closing of the Merger, and the management of Core Gaming will assume key positions in the management of Siyata Mobile, Core Gaming is deemed to be the acquiring company for accounting purposes, and the Merger is accounted for as a reverse acquisition under the acquisition method of accounting for business combinations. Accordingly, the assets and liabilities of Siyata Mobile will be measured at fair value and added to the assets and liabilities of Core Gaming, and the historical results of operations of Core Gaming will be reflected in the results of operations of Siyata Mobile following the Merger.

The total acquisition consideration (for accounting purposes) is equal to fair value of the number of equity interests that Core Gaming would have had to issue to give the owners of Siyata Mobile the same percentage equity interest in the combined company that results from the Merger. The related fair value of equity interests of Core Gaming is based on preliminary management valuations.

Under the acquisition method of accounting, identifiable assets and liabilities of Siyata Mobile will be recorded based on their estimated fair values as of the Effective Time. Goodwill is calculated as the difference between the estimated acquisition consideration and fair values of identifiable net assets acquired.

The estimated acquisition consideration and the preliminary allocation of the estimated acquisition consideration are, in part, based upon a preliminary management valuation, as described below, and Siyata Mobile’s estimates and assumptions, which are subject to change.

	March<br> 31, 2025
Cash		547,254
Trade and other receivables		888,672
Prepaid expenses		607,271
Inventory		2,788,697
Advance to suppliers		103,542
Long Term Receivable		178,116
Right Of Use Assets		492,166
Equipment		152,654
Intangible Assets		8,701,733
Fair value of assets acquired		14,460,105
Loans to Financial Institutions		354,493
Sales of future receipts		1,541,621
Accounts payable and accrued liabilities		5,194,102
Lease obligations		297,968
Warrant and preferred share liability		731,534
Long Term Lease Liability		251,480
Fair value of liabilities<br> acquired		8,371,198
Fair Value of Net Assets acquired		6,088,907
Goodwill		11,688,871
Total estimated consideration<br> (for accounting purpose)		17,777,778

The final determination of the fair value of the identifiable net assets acquired may change significantly from these preliminary estimates. The actual acquisition accounting of the Merger will be based on the fair value of the acquisition consideration and the fair values of Siyata Mobile’s assets and liabilities as of the Effective Time.

Note2 – Pro Forma Adjustments

The pro forma adjustments in the unaudited pro forma condensed combined financial information, which represent only transaction accounting adjustments, are as follows:

[A] To record the goodwill from Core Gaming’s acquisition of Siyata Mobile (for accounting purpose)

[B] To record the transaction costs for the Merger

[C] To record the exchange of Core Gaming’s common stock for Siyata Mobile’s common shares

[D] To eliminate Siyata Mobile’s historical reserves

[E] To eliminate Siyata Mobile’s historical other comprehensive loss

[F] To eliminate Siyata Mobile’s historical deficit

[G] To reclass certain balances to confirm to the combined company’s presentation

Note3 – Loss Per Share

Net loss per share is calculated using the historical weighted average shares outstanding and the issuance of additional shares in connection with the Merger, assuming the shares were outstanding since January 1, 2024. As the Merger is being reflected as if it had occurred at the beginning of the periods presented, the calculation of weighted average shares outstanding for basic and diluted net loss per share assumes that the shares issuable relating to the Merger have been outstanding for the entire periods presented.