MRT

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 tech-enabled transportation services, including ride-hailing (car, motorcycle, and taxi) and two-wheeled electric vehicle sharing (e-scooters, e-bikes, e-mopeds). This Form 20-F covers the fiscal year ended December 31, 2024. Effective October 1, 2024, the company consolidated its reporting into a single operating segment following the launch of a unified subscription-based platform.

Key Financial Metrics (Year Ended Dec 31, 2024)

Note: The 2024 Net Loss includes a significant non-cash share-based compensation expense of $35.7 million. Excluding this, General and Administrative expenses were $12.1 million.

Material Changes vs. Prior Period

• Revenue Decline: Revenue decreased 6.8% to $18.7 million, primarily due to a reduction in the average daily two-wheeled electric vehicles deployed (down 5.7%) as the company streamlined operations to exit lower-performing cities.
• Operating Loss Expansion: Net loss more than doubled to $73.9 million. This was driven by a 225.5% increase in General and Administrative expenses (largely due to $37.2 million in share-based compensation) and a 27.2% increase in Selling and Marketing expenses to support ride-hailing growth.
• Ride-Hailing Growth: Despite the revenue decline, the ride-hailing business saw significant user growth. Unique ride-hailing riders increased 233.5% to 1.66 million, and registered drivers grew 145.9% to 262,000. Monetization via driver subscription packages began in October 2024.
• Cost Reductions: Cost of revenues decreased 10.5% to $21.5 million, aided by reduced depreciation (vehicles fully depreciated but still in use) and lower operating lease expenses from exiting three cities.

Guidance, Outlook, and Risks

Outlook and Strategy:

• Monetization: The company is focused on increasing its take rate through driver subscription packages and dynamic pricing models launched in late 2024/early 2025.
• Efficiency: Management plans to continue optimizing the two-wheeled electric vehicle fleet, with no fleet expansion planned before summer 2026.
• Liquidity: Management asserts it has sufficient resources to meet cash flow requirements for the next 12 months, supported by recent convertible note issuances ($23 million in April 2025).

• Legal Proceedings: A significant lawsuit filed by taxi associations in Istanbul regarding unfair competition resulted in a court order blocking access to the ride-hailing app in July 2024. The decision was overturned on appeal in late 2024, but the case was remanded for retrial with a hearing scheduled for May 2025.
• Going Concern: The company has incurred recurring losses and has a net capital deficiency. Continued operations depend on generating cash from operations or securing additional financing.
• Internal Controls: The company identified material weaknesses in internal controls over financial reporting related to inadequate processes, lack of GAAP-experienced personnel, and insufficient risk assessment. Remediation efforts are ongoing.
• Geopolitical & Economic: Operations are concentrated in Turkey, exposing the company to high inflation, currency volatility (Turkish Lira depreciation), and political instability.

Investor Verification Checklist

• Legal Status of Ride-Hailing: Verify the current status of the Istanbul court case regarding the ride-hailing app block and any potential operational restrictions.
• Convertible Note Dilution: Review the terms of the ~$73 million in convertible notes, specifically the reset conversion price (currently $1.65) and the potential for significant share dilution upon conversion.
• Share-Based Compensation Impact: Assess the sustainability of the business model excluding the $35.7 million non-cash compensation expense recorded in 2024.
• Liquidity Runway: Confirm the company's ability to service its debt obligations (15% interest on notes) given the $5.1 million cash balance and negative operating cash flow of $25.1 million.
• Internal Control Remediation: Monitor progress on remediation of material weaknesses in internal controls to ensure future financial reporting reliability.