Marti Technologies, Inc. annual report, FY2021

Filing identity and reporting period

Important: The supplied filing is Galata Acquisition Corp.’s Form 10-K, not a filing for Marti Technologies, Inc. It covers the period from incorporation on February 26, 2021 through December 31, 2021; it does not provide standalone 2021 Q4 results.

Galata was a Cayman Islands blank-check company formed to pursue a business combination. It had not begun operating or identified a target by year-end. It stated an intention to focus on technology-enabled financial services in emerging markets, while retaining broad flexibility to pursue other businesses.

Financial results and position

Cash used in operating activities was $356,845; cash used in investing activities was $146,625,000; and cash provided by financing activities was $147,592,771. The filing reports no operating margins. The Class A shares subject to possible redemption, totaling $143,750,000, were classified as temporary equity rather than permanent shareholders’ equity.

Changes, outlook, and key risks

• The IPO and full over-allotment closed in July 2021, raising $143.75 million in public-unit gross proceeds. The Sponsor also purchased $7.25 million of private-placement warrants. The filing presents no prior-year comparable operating period.
• Management reported no business-combination agreement and no operating business. The company had until July 8, 2023 to complete a business combination; otherwise, it was required to cease operations and redeem public shares, subject to creditor claims and other conditions. Warrants would expire worthless if no combination closed.
• The auditor issued an unqualified opinion on the financial statements but included a going-concern explanatory paragraph. Management and the auditor cited substantial doubt about the company’s ability to continue as a going concern, given losses and the need for additional funds to meet obligations and sustain operations.
• Disclosure controls and procedures were assessed as ineffective at December 31, 2021. A material weakness involved controls over evaluating complex equity transactions, resulting in improper accounting classification of certain IPO Class A shares. Management described remediation efforts; the filing does not establish that the weakness was fully remediated.
• Key risks include failure to find or complete a suitable combination, limited funds outside the trust, redemptions and financing constraints, conflicts of interest, COVID-19 and market disruption, potential creditor claims against trust assets, dilution, and the possibility of losing NYSE American listing.
• The company reported no legal proceedings and no off-balance-sheet arrangements at year-end. It provided no financial guidance or forecast.

Important facts for investors to verify

1. Confirm the issuer: this document is for Galata Acquisition Corp. (NYSE American: GLTA), not Marti Technologies, Inc.
2. Review the audited statements and going-concern disclosures, including the company’s limited unrestricted cash and its stated need for additional funding.
3. Examine the material weakness, the IPO share-classification issue, and the status and effectiveness of remediation.
4. Verify any later business-combination developments, deadline changes, redemptions, financing, or changes in trust assets; this report describes year-end 2021 and was signed March 31, 2022.
5. Assess the conditions affecting trust-account recoveries, including deferred fees, taxes, dissolution costs, and potential creditor claims; the filing cautions that public shareholders could receive less than $10.20 per share.