Marti Technologies, Inc. Files 2023 Annual Report on Form 20-F

TL;DR

<b>Marti Technologies filed its 2023 annual report, detailing share structure and warrant redemption.</b>

AI Summary

Marti Technologies, Inc. (MRT) filed a Foreign Annual Report (20-F) with the SEC on April 16, 2024. Marti Technologies, Inc. filed its annual report on Form 20-F for the fiscal year ended December 31, 2023. As of December 31, 2023, the company had 57,036,094 Class A ordinary shares outstanding. The company also had 1,285,283 warrants to purchase Class A ordinary shares outstanding as of December 31, 2023. On January 4, 2024, Marti Technologies completed the redemption of its outstanding warrants for $0.07 per warrant. The warrants were suspended from trading and delisted from the NYSE American on January 4, 2024.

Why It Matters

For investors and stakeholders tracking Marti Technologies, Inc., this filing contains several important signals. The filing provides an update on the company's outstanding share count and warrant status as of year-end 2023. The redemption and delisting of warrants on January 4, 2024, signifies a significant change in the company's capital structure and trading activity.

Risk Assessment

Risk Level: low — Marti Technologies, Inc. shows low risk based on this filing. The filing is an annual report and does not contain new financial performance data or forward-looking statements that would indicate immediate risk.

Analyst Insight

Monitor future filings for updated financial performance and strategic initiatives following the warrant redemption.

Key Numbers

• 57,036,094 — Class A ordinary shares outstanding (As of December 31, 2023)
• 1,285,283 — Warrants to purchase Class A ordinary shares outstanding (As of December 31, 2023)
• 0.07 — Redemption price per warrant (For warrants redeemed on January 4, 2024)

Key Players & Entities

• Marti Technologies, Inc. (company) — Filer of the 20-F report
• NYSE American (company) — Exchange where Class A Ordinary Shares are traded and warrants were delisted
• Oguz Alper Öktem (person) — Chief Executive Officer
• Galata Acquisition Corp. (company) — Former company name
• 001-40588 (regulator) — SEC file number

FAQ

Risk Factors

• Warrant Redemption and Delisting [medium — financial]: The redemption of warrants for $0.07 each and their subsequent delisting from NYSE American on January 4, 2024, impacts the company's capital structure and public trading.

Industry Context

Marti Technologies operates in the automotive services sector, specifically auto rental and leasing without drivers, as indicated by its SIC code.

Regulatory Implications

The filing is a Form 20-F, which is an annual report required by the U.S. Securities and Exchange Commission (SEC) for foreign private issuers.

What Investors Should Do

1. Review the full 20-F filing for detailed financial statements and management discussion.
2. Track any subsequent announcements regarding Marti Technologies' operational performance and strategic direction.
3. Monitor the trading activity and market performance of Marti Technologies' Class A Ordinary Shares (MRT).

Key Dates

• 2023-12-31: Fiscal Year End — Reporting period for the 20-F filing
• 2024-01-04: Warrant Redemption and Delisting — Completion of warrant redemption and suspension from NYSE American
• 2024-04-16: Filing Date — Date the 20-F annual report was filed with the SEC

Year-Over-Year Comparison

This filing is the annual report for fiscal year 2023, following previous filings which would have detailed the company's formation and initial public offering activities.

Key Financial Figures

• $0.07 — warrants for a cash redemption price of $0.07 per warrant. In connection with the red
• $ — ed or the context otherwise requires: "$," "US$," "USD" and "U.S. dollar" each r

Filing Documents

• ea0202410-20f_marti.htm (20-F) — 2431KB
• ea020241001ex2-1_marti.htm (EX-2.1) — 85KB
• ea020241001ex4-10_marti.htm (EX-4.10) — 21KB
• ea020241001ex4-16_marti.htm (EX-4.16) — 131KB
• ea020241001ex4-18_marti.htm (EX-4.18) — 52KB
• ea020241001ex4-19_marti.htm (EX-4.19) — 58KB
• ea020241001ex4-20_marti.htm (EX-4.20) — 38KB
• ea020241001ex8-1_marti.htm (EX-8.1) — 5KB
• ea020241001ex12-1_marti.htm (EX-12.1) — 10KB
• ea020241001ex12-2_marti.htm (EX-12.2) — 14KB
• ea020241001ex13-1_marti.htm (EX-13.1) — 5KB
• ea020241001ex13-2_marti.htm (EX-13.2) — 5KB
• ea020241001ex15-1_marti.htm (EX-15.1) — 3KB
• ea020241001ex15-2_marti.htm (EX-15.2) — 3KB
• ea020241001ex97-1_marti.htm (EX-97.1) — 40KB
• image_001.jpg (GRAPHIC) — 26KB
• image_002.jpg (GRAPHIC) — 34KB
• ex15-2_001.jpg (GRAPHIC) — 7KB
• ex15-2_002.jpg (GRAPHIC) — 4KB
• 0001213900-24-033158.txt (&nbsp;) — 11736KB
• mrt-20231231.xsd (EX-101.SCH) — 150KB
• mrt-20231231_cal.xml (EX-101.CAL) — 52KB
• mrt-20231231_def.xml (EX-101.DEF) — 482KB
• mrt-20231231_lab.xml (EX-101.LAB) — 944KB
• mrt-20231231_pre.xml (EX-101.PRE) — 504KB
• ea0202410-20f_marti_htm.xml (XML) — 1584KB

DESCRIPTION OF SECURITIES

DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES 103 PART II 104 ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES 104 ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS 104 ITEM 15.

CONTROLS AND PROCEDURES

CONTROLS AND PROCEDURES. 104 ITEM 16. [RESERVED] 106 ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT 106 ITEM 16B. CODE OF ETHICS 106 ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES 107 ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES 107 ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS 108 ITEM 16F. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT 108 ITEM 16G. CORPORATE GOVERNANCE 108 ITEM 16H. MINE SAFETY DISCLOSURE 109 ITEM 16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS 109 ITEM 16J. INSIDER TRADING POLICIES 109 ITEM 16K. CYBERSECURITY 109 PART III 111 ITEM 17.

FINANCIAL STATEMENTS

FINANCIAL STATEMENTS 111 ITEM 18.

FINANCIAL STATEMENTS

FINANCIAL STATEMENTS 111 ITEM 19. EXHIBITS 111 i INTRODUCTION In connection with the closing of the Business Combination (as defined herein), on July 10, 2023, we changed our legal name from Galata Acquisition Corp. to Marti Technologies, Inc. All references to (i) "Galata" refer to Galata Acquisition Corp., an exempted company incorporated with limited liability under the laws of the Cayman Islands, prior to the closing of the Business Combination, (ii) "Marti Delaware" refer to Marti Technologies I Inc., a Delaware corporation (formerly known as Marti Technologies Inc.), and its subsidiaries and (iii) "we," "us," our," "Marti," and the "Company" refer to Marti Technologies, Inc., an exempted company incorporated with limited liability under the laws of the Cayman Islands, and its subsidiaries, effective upon the closing of the Business Combination. EXCHANGE RATES In this annual report on Form 20-F ("Annual Report"), unless otherwise specified or the context otherwise requires: "$," "US$," "USD" and "U.S. dollar" each refer to the United States dollar; and "," "TL" and "lira" each refer to the Turkish lira. Certain amounts described herein have been expressed in U.S. dollars for convenience, and when expressed in U.S. dollars in the future, such amounts may be different from those set forth herein due to intervening exchange rate fluctuations. The Company and certain of our subsidiaries use USD as their functional currency and certain of Marti's subsidiaries, including Marti leri Teknoloji A.., use TL as their functional currency. If the legal records are kept in a currency other than the functional currency, the consolidated financial statements are initially translated into the functional currency and then translated into USD. For the companies in Trkiye that book legal records in TL, currency translation from TL to the presentation currency USD is made under the framework described below: Assets and liabilities are translated using the Central B

controls and procedures, we may suffer harm to our reputation and investor confidence levels

controls and procedures, we may suffer harm to our reputation and investor confidence levels. As an exempted company limited by shares incorporated in the Cayman Islands, we are permitted to adopt certain home country practices in relation to corporate governance matters that differ significantly from the NYSE American corporate governance listing standards applicable to domestic U.S. companies; these practices may afford less protection to shareholders than they would enjoy if we complied fully with the NYSE American corporate governance listing standards. An active, liquid trading market for our securities may not be sustained. If securities or industry analysts do not publish enough number of research or publish inaccurate or unfavorable research about our business, the price and trading volume of our securities could decline. vi PART I

IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS Not applicable.

OFFER STATISTICS AND EXPECTED TIMETABLE

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE Not applicable.

KEY INFORMATION

ITEM 3. KEY INFORMATION A. [Reserved] B. Capitalization and Indebtedness Not applicable. C. Reasons for the Offer and Use of Proceeds Not applicable. D. Risk Factors Our business faces significant risks and uncertainties. You should carefully consider all of the information set forth in this Annual Report and in the other documents we file with or furnish to the SEC, including the following risk factors, before deciding to invest in or to maintain an investment in our securities. Our business, financial condition or results of operations could be materially and adversely affected by any of these risks, any of which could have an adverse effect on the trading price of our securities. Additional risks not presently known to us or that we currently deem immaterial may also impair our business, financial condition and results of operations. Risks Related to Our Business and Industry We have a relatively short operating history and a new and evolving business model, which makes it difficult to evaluate our future prospects, forecast financial results and assess the risks and challenges we may face. Our business model is relatively new and rapidly evolving. We were founded in 2018 to offer technology-enabled urban transportation services across Trkiye. We launched operations in 2019 and now have a fully funded fleet of more than 38,000 e-mopeds, e-bikes and e-scooters, serving six cities across Trkiye. We generate revenue mainly from the rides of e-mopeds, e-bikes, and e-scooters completed by our riders. Riders pay an unlock fee to begin a ride and a per minute fee for each minute of the ride. The unlock fee and per minute fee vary by modality, geography, and length of transit. In addition, a small portion of our revenue (less than 1% in 2023, 2022 and 2021) is generated from advance vehicle reservations that enable riders to reserve a vehicle prior to commencing a ride, with a reservation fee charged on a per minute basis. In October 2022, we launched a

View Full Filing

View this 20-F filing on SEC EDGAR