DENVER, Colo., May 01, 2025 (247marketnews.com)- Siyata Mobile Inc. (NASDAQ:SYTA) is poised for a transformative leap with its $160 million Core Gaming that’s expected to close this quarter, pending regulatory approval. The merger’s structure, detailed in Siyata’s recent SEC Form 20-F filing, includes a unique safety net for legacy Siyata shareholders.
Core Gaming’s explosive growth trajectory, from $13.2 million in 2021 revenue to projected revenue of $240.8 million by 2026, and ValueScope pegging its enterprise value at $185.9 million, are very impressive, but the merger math is simply the most compelling setup I’ve ever seen on the Nasdaq and the following four price scenarios highlight the potential windfall for Siyata’s record date shareholders.
Merger Structure: A Win for Legacy Shareholders
The reverse takeover will see Core Gaming merge into Siyata Core Acquisition U.S., with Siyata issuing shares to Core Gaming shareholders based on a $160 million valuation, calculated using the 10-day volume-weighted average price (VWAP) of Siyata’s stock pre-closing. Core Gaming shareholders will own ~90% of the combined entity, which will be led by Core Gaming’s CEO, Aitan Zacharin. Siyata’s legacy shareholders are guaranteed at least 10% ownership via a special stock dividend within six months post-closing. This structure guarantees new Siyata shareholders receive a significant stake in a high-growth company, even in adverse premerger price scenarios.
Four Price Scenarios: The Math of Big Wins
Assuming Siyata’s ~4 million fully diluted shares and Core Gaming’s $160 million valuation, the merger’s stock dividend mechanism favors legacy shareholders across four VWAP scenarios at the record date, ordered by likelihood:
I think that a price increase to a 10-day VWAP of about $4 is the most likely scenario, which would be a 300% gain from the $1 level, but we’re not done.
Calculation: $160M ÷ $4 VWAP = 40M shares to Core Gaming and Siyata’s ~4M shares X $4 would mean that SYTA legacy shareholders are already at about 10% ownership of the ~44M combined shares.
Impact: $850M valuation (between ValueScope’s $722.4M-$963.2M projections for 2026 performance) ÷ 50M shares (assuming 6M shares issued for future funding), the stock should trade at ~$17.
What if I’m wrong about the most likely scenario?
We may see a larger price increase to a 10-day VWAP of about $8, which is supported by Siyata’s $7+ February merger announcement price spike.
Calculation: $160M ÷ $8 VWAP = 20M shares to Core Gaming. Siyata’s ~4M shares remain ~4M, but the ownership percentage of the combined company’s ~24M shares increased.
Impact: $850M ÷ 30M shares (post-financing) could grow to about $28.
Trading Flat to a 10-day VWAP of about $1 seems to be even less likely.
Calculation: $160M ÷ $1 VWAP = 160M shares to Core Gaming. Siyata’s 4M shares become ~16M (160M ÷ 10 = 16M), yielding a ~3 share special dividend per record day share and the combined company’s share count would hit ~176M shares.
Impact: $850M ÷ 190M shares, the stock could trade at ~$4.45. Each Siyata record date share becomes ~4 shares with a combined value of ~$18.
Lastly, the price dropping to a 10-day VWAP of about $0.50 seems least likely.
Calculation: $160M ÷ $0.50 VWAP = 320M shares to Core Gaming. Siyata’s ~4M shares become ~32M (320M ÷ 10 = 32M), yielding a ~7 share special dividend. The combined company would have ~352M combined shares.
Impact: At $850M ÷ 375M shares, the stock could trade at ~$2.25. Each Siyata record date share becomes ~8 shares with a combined value of ~$20.
Assumptions and disclosures: The author used round number assumptions, sometimes rounding up and sometimes rounding down, for illustration purposes.
However, ValueScope is one of the industry’s best and it projects a 3x-4x EV/Sales range for Core Gaming’s projected 2026 revenue of $240.8 million, implying a combined company valuation of $722.4 million (3x) to $963.2 million (4x). Peers like AppLovin (NASDAQ:APP) tend to trade at 3x-5x sales and Electronic Arts (NASDAQ:EA) at about 4x justify this range, while Core Gaming’s 50%+ year-over-year growth warrants a premium.
Additional Upside Momentum
The combined company’s valuation will primarily reflect Core Gaming’s performance, but Siyata’s Push-to-Talk (PTT) business adds a bonus. Siyata’s 2024 revenue of $11.6 million (up 41%) and projected breakeven potential in 2025 enhance the bottom line, potentially pushing valuations higher. Partnerships with T-Mobile (NASDAQ:TMUS) that piggyback on Elon Musk’s (NASDAQ:TSLA) Starlink further bolster Siyata’s outlook.
Core’s model and demographics overlaps some of Robinhood’s (NASDAQ:HOOD), which just reported blowout earnings, including 50% year-over-year revenue growth, record net deposits, doubled its net income, and is closing in on its acquisition of TradePMR, which has over $40 billion in assets under administration.
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About Siyata Mobile
Siyata Mobile Inc. is a leading global developer and provider of cellular communications solutions for enterprise customers, including first responders, transportation, logistics, and more. Their mission is to enable effective communication in critical moments through innovative technology.
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