Business Context and Reporting Period
Marti Technologies, Inc. (MRT) is a Cayman Islands-incorporated company operating as Turkey's leading urban mobility platform. The company provides ride-hailing, delivery, and two-wheeled electric vehicle (e-scooter, e-bike, e-moped) services via a unified super app. This Form 20-F covers the fiscal year ended December 31, 2025.
As of December 31, 2025, Marti operates in 20 cities across Turkey, serving approximately 3.38 million all-time unique ride-hailing riders and 450,000 registered drivers. The company transitioned to a single operating segment in late 2024 following the launch of a unified subscription-based platform.
Key Financial Metrics (Year Ended Dec 31, 2025)
| Metric | 2025 | 2024 | Change |
|---|---|---|---|
| Revenue | $39.24 million | $18.66 million | +110.3% |
| Net Loss | $(41.45) million | $(73.88) million | -43.9% (Improvement) |
| Gross Profit | $23.99 million | $(2.89) million | Turned Positive |
| Gross Margin | 61.1% | (15.5)% | +76.6 pts |
| Operating Loss | $(28.53) million | $(65.31) million | -56.3% (Improvement) |
| Cash & Equivalents | $7.81 million | $5.15 million | +51.7% |
| Total Debt (Convertible Notes) | $85.81 million | $74.68 million | +14.9% |
Key Operational Metrics:
- Total Trips: 50.84 million (up 60.3% YoY).
- Unique Platform Consumers: 3.08 million (up 44.3% YoY).
- Revenue per Trip: $0.77 (up from $0.59 in 2024).
- Adjusted EBITDA: $(12.10) million (improved from $(19.27) million in 2024).
Material Changes vs. Prior Period
- Revenue Surge: Revenue more than doubled, driven primarily by the October 2024 launch of subscription packages, which now constitute the majority of revenue ($29.37 million in 2025 vs. $3.28 million in 2024).
- Cost Efficiency: Cost of revenues decreased by 29.2% to $15.25 million. This was achieved through AI-enabled cost reductions, decommissioning older two-wheeled vehicle fleets, and reduced maintenance expenses.
- Profitability Improvement: The company moved from a negative gross margin of (15.5)% in 2024 to a positive 61.1% in 2025. Net loss narrowed significantly due to revenue growth and reduced share-based compensation expenses ($11.3 million in 2025 vs. $35.7 million in 2024).
- Debt Structure: Total convertible notes outstanding increased to approximately $85.8 million. Approximately $81.5 million of this amount was "in-the-money" at an exercise price of $1.65 as of year-end.
Guidance, Outlook, and Risks
Outlook and Strategy:
- Going Concern: Management asserts adequate resources to meet cash flow requirements for the next 12 months, supported by existing cash, operating cash flow improvements, and committed debt facilities (including a $100 million commitment for October 2029 notes).
- Growth Focus: The company plans to deepen platform usage in existing cities and optimize dynamic pricing. Fleet expansion is not expected before summer 2027.
- Shareholder Loyalty: A new loyalty program launched in March 2026 offers discounts to long-term retail shareholders.
Material Risks and Contingencies:
- Legal Proceedings: A significant lawsuit filed by the Istanbul Taxi Owners Association regarding unfair competition remains pending. A retrial was adjourned until June 24, 2026, following a court order for additional expert reports.
- Geopolitical & Economic: Operations are heavily exposed to Turkey's macroeconomic volatility, high inflation, and currency fluctuations (Turkish Lira depreciation). Regional conflicts (e.g., involving Iran) pose risks to supply chains and energy costs.
- Internal Controls: The company identified three material weaknesses in internal control over financial reporting (inadequate processes, lack of GAAP-experienced personnel, insufficient risk assessment). Remediation is ongoing but not yet complete.
- Regulatory: The business faces evolving regulations regarding ride-hailing, e-scooter parking, and driver classification in Turkey.
Investor Verification Checklist
- Subscription Sustainability: Verify the retention rates and churn of the new subscription package model, which now drives the majority of revenue.
- Debt Conversion Risk: Assess the potential dilution impact of the $81.5 million in-the-money convertible notes if converted at the $1.65 exercise price.
- Legal Exposure: Monitor the status of the Istanbul Taxi Owners Association lawsuit and potential injunctions or fines.
- Internal Control Remediation: Confirm the timeline for remediation of the identified material weaknesses in financial reporting controls.
- Currency Hedging: Review the company's strategy for managing exposure to Turkish Lira volatility, as they currently do not undertake currency hedging.