Business Context and Reporting Period
This filing is a Shell Company Report on Form 20-F for Marti Technologies, Inc. (formerly Galata Acquisition Corp.), a Cayman Islands exempted company. The report covers the consummation of a business combination with Marti Technologies Inc. (a Delaware corporation) on July 10, 2023. Following the merger, Marti became a wholly-owned subsidiary of the registrant. The company's Class A Ordinary Shares (MRT) and Warrants (MRTW) commenced trading on the NYSE American on July 11, 2023.
Key Financial Metrics
The filing provides unaudited pro forma combined financial data as of December 31, 2022, reflecting the business combination and PIPE financing. Specific revenue, profit, or cash flow figures for the operating period are not included in this text and are incorporated by reference from the Proxy Statement/Prospectus.
| Metric | Value (US$ in thousands) |
|---|---|
| Cash and Cash Equivalents | 46,814 |
| Total Debt | 66,674 |
| Current Loans and Borrowings | 7,294 |
| Non-Current Loans and Borrowings | 59,380 |
| Equity | (2,434) |
| Total Capitalization | 64,240 |
Capital Structure: As of July 13, 2023, there were 48,574,596 Class A Ordinary Shares and 14,437,489 warrants outstanding. The company is authorized to issue 200,000,000 Class A Ordinary Shares.
Material Changes
- Corporate Structure: The registrant transitioned from a shell company (Galata Acquisition Corp.) to an operating entity following the merger with Marti Technologies Inc.
- Financial Restatement: The audit report for Marti's 2021 and 2020 consolidated financial statements (incorporated by reference) contains an explanatory paragraph stating these statements were restated to correct misstatements.
- Debt Position: The pro forma balance sheet indicates significant indebtedness ($66.7 million) relative to cash ($46.8 million) and negative equity ($2.4 million) as of the pro forma date.
Outlook, Risks, and Contingencies
Management Commentary and Outlook: The filing includes a cautionary note regarding forward-looking statements. Management anticipates benefits and synergies from the combination, including cost savings, but notes that actual results may vary materially. The company operates in the tech-enabled mobility services industry.
Risks and Contingencies:
- Listing Risk: There is no assurance that securities will remain listed on NYSE American; failure to comply with listing requirements could lead to delisting, affecting liquidity and financing ability.
- Operational Risks: Risks include disruption of current plans due to the merger, volatility in the tech-enabled mobility market, dependence on intellectual property, and challenges in managing growth.
- Legal Proceedings: Information regarding legal proceedings is incorporated by reference from the Proxy Statement/Prospectus.
- Going Concern: The financial statements for the predecessor entity (Galata Acquisition Corp.) included an explanatory paragraph regarding substantial doubt about its ability to continue as a going concern prior to the merger.
Investor Verification Checklist
- Verify the details of the financial restatements for Marti's 2020 and 2021 periods referenced in the audit report.
- Review the Proxy Statement/Prospectus (Form F-4) for detailed revenue, profit, and cash flow data, as this filing incorporates that information by reference rather than providing it directly.
- Assess the liquidity position given the pro forma negative equity and high debt load relative to cash reserves.
- Confirm the status of legal proceedings and the specific nature of the "misstatements" corrected in prior financials.
- Monitor compliance with NYSE American listing requirements to avoid potential delisting risks.