Core Viewpoint - Monte Rosa Therapeutics has received FDA clearance for the Investigational New Drug (IND) application of MRT-8102, a NEK7-directed molecular glue degrader aimed at treating inflammatory diseases linked to NLRP3, IL-1β, and IL-6 dysregulation, with initial clinical results expected in H1 2026 [1][2][4] Group 1: Product Development - MRT-8102 is designed to selectively target NEK7, potentially addressing multiple inflammatory diseases, including cardio-immunology, rheumatology, and respiratory conditions [2][4] - The Phase 1 study of MRT-8102 is set to begin shortly, with results anticipated in H1 2026, focusing on safety, pharmacokinetics, NEK7 protein degradation, and key pharmacodynamic markers [1][2] - Preclinical studies have shown MRT-8102's ability to achieve nanomolar-level degradation of NEK7 without off-target activity, indicating a strong safety profile with over a 200-fold exposure margin compared to projected human efficacious doses [2][4] Group 2: Clinical and Preclinical Insights - In non-human primate models, MRT-8102 demonstrated near-complete inhibition of downstream inflammatory markers and improvements in pathological measures in inflammatory disease models [2][4] - In a rabbit gout model, daily oral dosing of MRT-8102 resulted in reduced joint swelling and improved histopathology scores [2] - The company plans to establish initial proof-of-concept for cardio-immunology indications by evaluating changes in C-reactive protein (CRP) and other inflammatory markers in subjects with elevated CRP levels [2] Group 3: Future Directions - Monte Rosa is also advancing a second-generation NEK7 program with enhanced CNS penetration, with an IND submission expected in 2026 [3] - The company retains full worldwide rights to MRT-8102 and its second-generation NEK7 molecular glue degraders [3] - Monte Rosa aims to establish molecular glue degraders as a significant modality in immunology and inflammatory indications, following the success of MRT-6160 [2]

[PART I](index=9&type=section&id=PART%20I) [Key Information](index=9&type=section&id=ITEM%203.%20KEY%20INFORMATION) This section details the significant risks and uncertainties faced by the company, covering operational, competitive, regulatory, and country-specific challenges in Türkiye [Risk Factors](index=9&type=section&id=D.%20Risk%20Factors) This subsection details various risks materially affecting Marti's business, including operational challenges, market competition, regulatory hurdles, Türkiye's economic volatility, and public company burdens like internal control weaknesses - The company has a limited operating history, making future prospects difficult to evaluate [35](index=35&type=chunk) - Marti has a history of significant operating losses and may not achieve or maintain profitability, with revenue decreasing by **6.8% in 2024 to $18.7 million** [39](index=39&type=chunk)[40](index=40&type=chunk) - The business is highly dependent on retaining and attracting drivers and riders, facing intense competition from other mobility platforms [41](index=41&type=chunk)[95](index=95&type=chunk) - Operations concentrated in Türkiye expose the company to significant political, economic, and currency exchange rate risks, including high inflation and lira volatility [219](index=219&type=chunk)[237](index=237&type=chunk)[247](index=247&type=chunk) - As a public company, Marti faces compliance costs and has identified material weaknesses in internal control over financial reporting related to processes, personnel, and risk assessment [285](index=285&type=chunk)[294](index=294&type=chunk) [Information on the Company](index=61&type=section&id=ITEM%204.%20INFORMATION%20ON%20THE%20COMPANY) This section provides a detailed overview of Marti Technologies, Inc., outlining its history, business model, services, market position, and strategic direction as Türkiye's leading urban mobility platform [History and Development of the Company](index=61&type=section&id=A.%20History%20and%20Development%20of%20the%20Company) Marti Technologies, Inc. was formed through a business combination on July 10, 2023, establishing its principal executive office in Istanbul, Türkiye - The company was formed through a business combination between Galata Acquisition Corp. and Marti Delaware, consummated on **July 10, 2023** [312](index=312&type=chunk)[313](index=313&type=chunk) [Business Overview](index=61&type=section&id=B.%20Business%20Overview) Marti is Türkiye's leading urban mobility platform, offering ride-hailing and two-wheeled electric vehicle services through a single app, operating in a growing market with a vertically integrated model and strong brand recognition - Marti offers two main services: ride-hailing (car, motorcycle, taxi) and shared two-wheeled electric vehicles (e-mopeds, e-bikes, e-scooters) [317](index=317&type=chunk) Key User and Fleet Metrics (as of Dec 31, 2024) | Metric | Value | | :--- | :--- | | Unique Riders (Ride-hailing & Two-wheeled) | > 5.9 million | | Total Rides (Ride-hailing & Two-wheeled) | > 109 million | | Unique Ride-hailing Riders | 1.66 million | | Registered Ride-hailing Drivers | 262,000 | | Two-wheeled Electric Vehicle Fleet Size | > 38,000 | - The company operates in the Turkish shared mobility market, estimated at **$10-$15 billion**, and aims to capture a larger share of the total **$55-$65 billion** consumer mobility market [324](index=324&type=chunk) - Marti monetized its ride-hailing service starting in **October 2024** through driver subscription packages and launched a dynamic pricing model in **January 2025** [319](index=319&type=chunk)[328](index=328&type=chunk) - The company emphasizes a vertically integrated business model, handling app development, fleet operations, and vehicle design/assembly in-house [355](index=355&type=chunk)[356](index=356&type=chunk)[357](index=357&type=chunk) - In **February 2024**, Marti acquired the intellectual property and software assets of Zoba, an AI-powered platform for dynamic fleet optimization [390](index=390&type=chunk) [Organizational Structure](index=75&type=section&id=C.%20Organizational%20Structure) Marti Technologies, Inc. is the parent company, holding 100% direct ownership in its Delaware subsidiary, which in turn holds the Turkish subsidiary Significant Subsidiaries | Name of Subsidiary | Country of Incorporation | Proportion of ownership interest | | :--- | :--- | :--- | | Marti Technologies I Inc. | Delaware | 100% (direct) | | Marti İleri Teknoloji A.Ş. | Türkiye | 100% (indirect) | [Property, Plants and Equipment](index=75&type=section&id=D.%20Property,%20Plants%20and%20Equipment) The company's headquarters are in Istanbul, Türkiye, with five warehouses supporting its two-wheeled electric vehicle business, deemed adequate for current operations - The company operates five warehouses with a total area of **6,268 square meters** to support its two-wheeled electric vehicle business [408](index=408&type=chunk) [Operating and Financial Review and Prospects](index=75&type=section&id=ITEM%205.%20OPERATING%20AND%20FINANCIAL%20REVIEW%20AND%20PROSPECTS) This section analyzes Marti's financial performance, highlighting a revenue decrease and widened net loss in FY2024, alongside improved gross profit and a shift to a single reporting segment, with liquidity managed through cash and convertible notes [Operating Results](index=75&type=section&id=A.%20Operating%20Results) In FY2024, Marti's revenue decreased by 6.8% to $18.7 million, while net loss significantly increased to $73.9 million due to share-based compensation, despite improved gross profit and strong ride-hailing growth Consolidated Results of Operations (in thousands) | | Year Ended December 31, | | | | :--- | :--- | :--- | :--- | | | **2024** | **2023** | **2022** | | Revenue | $18,660 | $20,030 | $24,988 | | Gross profit | $(2,889) | $(4,055) | $(2,104) | | Loss from operations | $(65,310) | $(30,603) | $(14,881) | | Net loss for the period | $(73,881) | $(33,815) | $(14,246) | - Revenue decreased by **$1.4 million (6.8%) in 2024**, primarily due to a **5.7% decrease** in the average number of daily two-wheeled electric vehicles deployed [438](index=438&type=chunk) - General and administrative expenses increased by **225.5% in 2024 to $49.2 million**, mainly due to a **$37.2 million** share-based compensation expense [445](index=445&type=chunk) - The number of unique ride-hailing riders grew by **233.5% to 1.66 million in 2024**, and registered drivers increased by **145.9% to 262,000** [440](index=440&type=chunk) Key Metrics and Non-GAAP Measures | Metric (in thousands, except per ride data) | 2024 | 2023 | 2022 | | :--- | :--- | :--- | :--- | | Total Rides (millions) | 31.71 | 21.93 | 28.56 | | Adjusted EBITDA | $(19,274) | $(17,692) | $(3,873) | | Pre-Depreciation Contribution per Ride | $0.17 | $0.24 | $0.22 | [Liquidity and Capital Resources](index=86&type=section&id=B.%20Liquidity%20and%20Capital%20Resources) Marti's liquidity is primarily from operations and financing, with $5.1 million cash at year-end 2024, significant convertible note liabilities, and a share repurchase program authorized to support future operations - As of **December 31, 2024**, the company had **$5.1 million** in cash and cash equivalents [466](index=466&type=chunk) Consolidated Cash Flows (in thousands) | | 2024 | 2023 | 2022 | | :--- | :--- | :--- | :--- | | Net cash (used in) operating activities | $(25,077) | $(14,866) | $(5,466) | | Net cash provided by/(used in) investing activities | $(1,039) | $(4,820) | $(8,160) | | Net cash provided by financing activities | $11,841 | $28,612 | $11,259 | - The company has significant financing through convertible notes, with the total amount reaching approximately **$73.0 million** as of the report date [152](index=152&type=chunk)[485](index=485&type=chunk) - In **January 2024**, the Board authorized a share repurchase program of up to **$2.5 million**, with no shares repurchased as of **December 31, 2024** [505](index=505&type=chunk) [Critical Accounting Estimates](index=94&type=section&id=E.%20Critical%20Accounting%20Estimates) Management's financial statement preparation involves significant estimates for useful lives of assets, legal contingencies, and share-based compensation, with revenue recognition varying for vehicle rentals and driver subscription packages - Critical accounting estimates include useful lives of property and equipment, legal contingencies, valuation of deferred income taxes, and share-based compensation [512](index=512&type=chunk) - Revenue from vehicle rentals is accounted for as operating lease revenue under **ASC 842**, while revenue from driver subscription packages, started in **October 2024**, is recognized under **ASC 606** [515](index=515&type=chunk)[516](index=516&type=chunk)[517](index=517&type=chunk) Estimated Useful Lives of Assets | Asset Type | Estimated Economic Life | | :--- | :--- | | Rental electric scooters | 2–3 years | | Rental electric bikes | 2–3 years | | Rental electric mopeds | 3–4 years | | Furniture and fixtures | 7 years | | Leasehold improvements | 1–5 years | [Directors, Senior Management and Employees](index=97&type=section&id=ITEM%206.%20DIRECTORS,%20SENIOR%20MANAGEMENT%20AND%20EMPLOYEES) This section details the company's leadership, compensation, board practices, and human capital, including executive officers, board composition, incentive plans, and employee count [Directors and Senior Management](index=97&type=section&id=A.%20Directors%20and%20Senior%20Management) The company's executive leadership includes Oğuz Alper Öktem (CEO) and Cankut Durgun (President), supported by a seven-member Board of Directors with diverse expertise and five independent members - The executive leadership includes **Oğuz Alper Öktem** (Founder, CEO, Director), **Cankut Durgun** (Co-founder, President, Director), and **Deniz Terlemez** (Interim CFO) [530](index=530&type=chunk)[531](index=531&type=chunk)[533](index=533&type=chunk)[535](index=535&type=chunk) - The Board of Directors consists of **seven members**, including **five independent directors** with diverse backgrounds [530](index=530&type=chunk) [Compensation](index=99&type=section&id=B.%20Compensation) In 2024, executive officers received $2.6 million in cash compensation and significant equity awards under the 2023 Incentive Award Plan, which also governs non-employee director compensation - Aggregate cash compensation paid to executive officers in **2024** was **$2,600,168** [548](index=548&type=chunk) - In **2024**, directors and executive officers were granted equity awards under the **2023 Plan**, including **7,189,263 RSUs** and **902,399 fully-vested Ordinary Shares** [551](index=551&type=chunk) - The **2023 Incentive Award Plan** has an initial share limit of **17,262,448 Ordinary Shares**, with provisions for automatic increases based on earnout events and performance targets [556](index=556&type=chunk) - The Non-Employee Director Compensation Program includes annual cash retainers and annual equity awards [576](index=576&type=chunk)[578](index=578&type=chunk) [Board Practices](index=104&type=section&id=C.%20Board%20Practices) Marti's seven-member Board of Directors is classified into three staggered terms, with five independent directors and established Audit, Compensation, and Nominating and Corporate Governance Committees, compliant with NYSE American rules - The Board consists of **seven directors**, divided into three classes with staggered three-year terms [581](index=581&type=chunk)[586](index=586&type=chunk) - The Board has three main committees: Audit, Compensation, and Nominating and Corporate Governance, with defined responsibilities and independent members [594](index=594&type=chunk)[597](index=597&type=chunk)[598](index=598&type=chunk) - **Agah Ugur** is designated as the "audit committee financial expert" [594](index=594&type=chunk) [Employees](index=110&type=section&id=D.%20Employees) As of December 31, 2024, Marti employed 442 full-time employees, all based in Türkiye, comprising both white-collar and gray-blue collar staff, with competitive compensation and an employee share ownership plan - As of **December 31, 2024**, the company had **442 full-time employees**, all based in Türkiye [604](index=604&type=chunk) [Major Shareholders and Related Party Transactions](index=110&type=section&id=ITEM%207.%20MAJOR%20SHAREHOLDERS%20AND%20RELATED%20PARTY%20TRANSACTIONS) This section details the company's ownership structure and related party dealings, including major shareholders and significant transactions stemming from the 2023 business combination and subsequent financing activities [Major Shareholders](index=110&type=section&id=A.%20Major%20Shareholders) As of March 31, 2025, major shareholders include 405 MSTV I LP (23.3%), Farragut Investor Entities (17.3%), and co-founders, with directors and executive officers collectively owning 54.8% of outstanding shares Beneficial Ownership of 5% or Greater Shareholders (as of March 31, 2025) | Beneficial Owners | Percentage of all Ordinary Shares | | :--- | :--- | | 405 MSTV I LP | 23.3% | | Farragut Investor Entities | 17.3% | | Esra Unluaslan Durgun | 15.9% | | Sumed Equity Ltd. | 11.3% | | Keystone Group, L.P. | 8.3% | | Funds managed by Weiss Asset Management LP | 6.9% | Beneficial Ownership of Directors and Executive Officers (as of March 31, 2025) | Name | Percentage of all Ordinary Shares | | :--- | :--- | | Oguz Alper Öktem | 15.4% | | Cankut Durgun | 15.9% | | Daniel Freifeld | 18.1% | | All directors and executive officers as a group (8 individuals) | 54.8% | [Related Party Transactions](index=112&type=section&id=B.%20Related%20Party%20Transactions) The company engaged in several related party transactions, primarily linked to its 2023 business combination and financing, including issuance of Founder Shares, Private Placement Warrants, and convertible note agreements with affiliates of directors - The Sponsor purchased **3,593,750 Founder Shares** and **7,250,000 Private Placement Warrants** in connection with the initial public offering of Galata [612](index=612&type=chunk)[618](index=618&type=chunk) - Callaway Capital Management, an affiliate of director **Daniel Freifeld**, has an option to subscribe for up to **$40 million** in Convertible Notes and has made commitments for over **$21 million** [623](index=623&type=chunk)[626](index=626&type=chunk)[628](index=628&type=chunk) - Marti İleri Teknoloji A.Ş. (subsidiary) provided term loan credit facilities to Marti Delaware (parent) and acted as a guarantor for a loan from PFG [640](index=640&type=chunk)[641](index=641&type=chunk)[642](index=642&type=chunk) - In **February 2025**, the company engaged law firm Quinn Emanuel Urquhart & Sullivan, LLP, where director **Alex Spiro** is a partner, for legal services with fees not to exceed **$100,000** [643](index=643&type=chunk) [Financial Information](index=120&type=section&id=ITEM%208.%20FINANCIAL%20INFORMATION) This section references the consolidated financial statements and discusses legal proceedings, including an ongoing lawsuit with Istanbul taxi owners, and the company's policy of retaining all future earnings for business growth - The company is engaged in a significant lawsuit with the Istanbul Otomobilciler Esnaf Odası regarding its ride-hailing services, with the case sent back for retrial and a hearing postponed to **May 23, 2025** [646](index=646&type=chunk)[651](index=651&type=chunk) - The company has never declared or paid cash dividends and intends to retain earnings for growth [652](index=652&type=chunk) [Additional Information](index=123&type=section&id=ITEM%2010.%20ADDITIONAL%20INFORMATION) This section covers corporate and legal information, including material contracts, exchange controls, and a detailed summary of tax considerations for the company, which is treated as a U.S. domestic corporation for federal income tax purposes despite its Cayman Islands incorporation [Taxation](index=123&type=section&id=E.%20Taxation) This subsection details U.S., Türkiye, and Cayman Islands tax considerations, noting Marti is treated as a U.S. domestic corporation for federal income tax purposes, subject to U.S. tax on worldwide income, while its Turkish subsidiary faces a 25% corporate tax rate - Despite being a Cayman Islands company, Marti is treated as a domestic corporation for U.S. federal income tax purposes and is subject to U.S. tax on its worldwide income [676](index=676&type=chunk)[962](index=962&type=chunk) - Distributions to U.S. Holders are generally treated as dividends, potentially qualifying for the dividends received deduction or lower long-term capital gains rates [677](index=677&type=chunk)[678](index=678&type=chunk) - Distributions to non-U.S. Holders are generally subject to a **30% U.S. withholding tax**, unless reduced by an applicable tax treaty [682](index=682&type=chunk) - The Turkish subsidiary is subject to a **25% corporate income tax rate** in Türkiye as of **2023** [698](index=698&type=chunk)[964](index=964&type=chunk) - The Cayman Islands imposes no direct corporate, income, capital gains, or withholding taxes on the company [707](index=707&type=chunk)[961](index=961&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=130&type=section&id=ITEM%2011.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) The company's primary market risk is foreign currency fluctuations between the Turkish Lira and U.S. Dollar, with no significant interest rate risk or use of derivatives, and it utilizes the extended transition period for new accounting standards as an emerging growth company - The primary market risk is foreign currency risk, as the company operates in Türkiye (Turkish Lira) but reports in U.S. dollars [720](index=720&type=chunk) - The company does not have significant exposure to interest rate risk as it has no financial liabilities with a variable interest rate component [719](index=719&type=chunk) - As an emerging growth company, Marti has elected to use the extended transition period for complying with new or revised financial accounting standards [721](index=721&type=chunk) [PART II](index=132&type=section&id=PART%20II) [Controls and Procedures](index=132&type=section&id=ITEM%2015.%20CONTROLS%20AND%20PROCEDURES.) Management concluded that as of December 31, 2024, disclosure controls and procedures were not effective due to three material weaknesses in internal control over financial reporting, though one IT-related weakness was remediated - Management concluded that as of **December 31, 2024**, the company's disclosure controls and procedures were not effective [731](index=731&type=chunk) - Three material weaknesses in internal control over financial reporting were identified as of **December 31, 2024**: inadequate processes, insufficient accounting personnel with GAAP expertise, and insufficient risk assessment [738](index=738&type=chunk)[739](index=739&type=chunk)[741](index=741&type=chunk) - A material weakness from **2023** related to general IT controls was successfully remediated as of **December 31, 2024**, through new IT policies, change management, and additional IT personnel [743](index=743&type=chunk)[746](index=746&type=chunk) [Other Information](index=134&type=section&id=ITEM%2016.%20Other%20Information) This section covers governance and compliance, including principal accountant fees, a share repurchase program, foreign private issuer status, an insider trading policy, and a cybersecurity risk management program overseen by the Audit Committee [Principal Accountant Fees and Services](index=136&type=section&id=ITEM%2016C.%20PRINCIPAL%20ACCOUNTANT%20FEES%20AND%20SERVICES) For FY2024, Grant Thornton served as auditor with $530,000 in audit fees, while KPMG served in FY2023 with $802,546 in audit fees, with no other fees incurred in either year Accountant Fees (in thousands) | Fee Category | 2024 | 2023 | | :--- | :--- | :--- | | Audit Fees | $530,000 | $802,546 | | Audit-Related Fees | $0 | $0 | | Tax Fees | $0 | $0 | | All Other Fees | $0 | $0 | | **Total** | **$530,000** | **$802,546** | [Purchases of Equity Securities by the Issuer and Affiliated Purchasers](index=136&type=section&id=ITEM%2016E.%20PURCHASES%20OF%20EQUITY%20SECURITIES%20BY%20THE%20ISSUER%20AND%20AFFILIATED%20PURCHASERS) In January 2024, Marti's Board authorized a share repurchase program of up to $2.5 million of its Class A ordinary shares, with no shares repurchased as of December 31, 2024 - A share repurchase program of up to **$2.5 million** was authorized in **January 2024** [755](index=755&type=chunk) - As of **December 31, 2024**, no Class A ordinary shares have been repurchased under the program [755](index=755&type=chunk) [Cybersecurity](index=138&type=section&id=ITEM%2016K.%20CYBERSECURITY) Marti has implemented a cybersecurity risk management program based on the NIST framework, with oversight from the Board's Audit Committee and a dedicated Network and Cybersecurity team responsible for threat management - The company has developed a cybersecurity risk management program based on the **National Institute of Standards and Technology Cybersecurity Framework (NIST CSF)** [766](index=766&type=chunk) - The Board's Audit Committee has oversight responsibility for cybersecurity risk and receives regular reports from management [769](index=769&type=chunk)[770](index=770&type=chunk) - A dedicated Network and Cybersecurity team, supervised by the CTO, is responsible for assessing and managing cybersecurity threats and incidents [772](index=772&type=chunk) [PART III](index=140&type=section&id=PART%20III) [Financial Statements](index=140&type=section&id=ITEM%2018.%20FINANCIAL%20STATEMENTS) This section contains the audited consolidated financial statements for Marti Technologies, Inc. for fiscal years 2022-2024, including notes on business combination, going concern, revenue recognition, financial liabilities, share-based compensation, and subsequent events [Note 2 – Basis of Presentation and Going Concern](index=155&type=section&id=NOTE%202%20%E2%80%93%20BASIS%20OF%20PRESENTATION%20AND%20GOING%20CONCERN) The financial statements are prepared under U.S. GAAP, with the company reporting recurring operating losses and an accumulated deficit, yet management believes it can continue as a going concern, and its Turkish subsidiary changed its functional currency to USD due to hyperinflation - The company has experienced recurring operating losses, with a net loss of **$73.9 million** and accumulated deficit of **$139.5 million** as of **December 31, 2024** [822](index=822&type=chunk) - Management has concluded that the company can continue as a going concern for at least the next twelve months, supported by its strategic plan and subsequent financing [823](index=823&type=chunk)[826](index=826&type=chunk) - Due to hyperinflation in Türkiye, the Turkish subsidiary changed its functional currency from Turkish Lira (TL) to U.S. Dollar (USD) effective **March 1, 2022** [820](index=820&type=chunk)[821](index=821&type=chunk) [Note 12 – Short-Term and Long-Term Financial Liabilities](index=175&type=section&id=NOTE%2012%20%E2%80%93%20SHORT-TERM%20AND%20LONG-TERM%20FINANCIAL%20LIABILITIES) As of December 31, 2024, total financial liabilities were $74.7 million, largely comprising long-term convertible notes maturing in 2028 with a 15% annual interest rate and a $1.65 conversion price, with incentive shares treated as a debt discount Financial Liabilities, Net (as of Dec 31) | Liability Type | 2024 | 2023 | | :--- | :--- | :--- | | Term loan, net | $1,679,732 | $6,637,024 | | Convertible notes, short term | $2,876,163 | $5,359,454 | | Convertible notes, long term | $70,119,275 | $53,254,219 | | **Total financial liabilities, net** | **$74,675,170** | **$65,250,697** | - Convertible notes accrue interest at **15.00% per annum** (10.00% cash, 5.00% PIK) and have a conversion price of **$1.65 per share** [921](index=921&type=chunk)[926](index=926&type=chunk) - In **2024**, the company issued incentive shares to convertible note lenders, with a fair value of **$3,760,909** recorded as a debt discount to be amortized over the debt's term [921](index=921&type=chunk) [Note 21 – Share-Based Compensation](index=184&type=section&id=NOTE%2021%20%E2%80%93%20SHARE-BASED%20COMPENSATION) The company recorded $35.7 million in share-based compensation expense in 2024, primarily due to a long-term incentive plan for co-founders, with awards granted under the 2023 Incentive Award Plan Share-Based Compensation Expense | | 2024 | 2023 | 2022 | | :--- | :--- | :--- | :--- | | Long-term incentive plan | $28,279,364 | - | - | | Restricted stock units | $5,349,337 | $1,887,735 | $1,420,763 | | Board of directors compensation | $1,516,887 | - | - | | Stock options given to employees | $514,956 | $101,414 | $215,227 | | **Total** | **$35,660,544** | **$1,991,885** | **$1,662,883** | - The **2023 Incentive Award Plan** authorizes up to **30,002,672 ordinary shares** for issuance, with automatic increases based on performance events [945](index=945&type=chunk) - As of **December 31, 2024**, total unrecognized compensation cost related to unvested employee stock options was **$3,590,372**, to be recognized over a weighted-average period of **3 years** [950](index=950&type=chunk) [Note 25 – Subsequent Events](index=194&type=section&id=NOTE%2025%20%E2%80%93%20SUBSEQUENT%20EVENTS) Following FY2024, Marti extended its share repurchase program, secured an additional $25 million in convertible notes, saw its Istanbul taxi lawsuit sent back for retrial, and granted significant RSUs and shares to co-founders upon achieving performance milestones - In **March and April 2025**, the company secured agreements for an additional **$25 million** in convertible notes [984](index=984&type=chunk)[985](index=985&type=chunk) - The share repurchase program was extended to **October 9, 2025**, and the ceiling price was increased to **$6.00 per share** [982](index=982&type=chunk) - The lawsuit filed by the Istanbul taxi owners' association was overturned on appeal and sent back for retrial, with the next hearing scheduled for **May 23, 2025** [986](index=986&type=chunk)[987](index=987&type=chunk)[988](index=988&type=chunk) - In **January 2025**, the company granted a substantial number of RSUs and fully-vested ordinary shares to its co-founders after achieving specific long-term incentive plan (LTIP) milestones [990](index=990&type=chunk)

Financial Data and Key Metrics Changes - The company generated revenue of $18,700,000 for the year 2024, exceeding the guidance of $16,600,000 by $2,100,000, primarily due to the monetization of the ride-hailing service which began in October 2024 [21][24] - Adjusted EBITDA for 2024 was negative $19,300,000, better than the guidance of negative $22,500,000, driven by operational efficiencies in the two-wheeled electric vehicle service [21][24] - Total rides increased from 21,900,000 in 2023 to 31,700,000 in 2024, with unique riders growing from 1,800,000 to 2,100,000 [21][22] Business Line Data and Key Metrics Changes - The number of unique ride-hailing riders increased from approximately 5,000,000 at the end of 2023 to 1,660,000 at the end of 2024, while registered drivers grew from 107,000 to 262,000 [22][24] - The average daily two-wheeled electric vehicles deployed fell from 34,600 in 2023 to 32,600 in 2024 due to the gradual decommissioning of the fleet [22] Market Data and Key Metrics Changes - The company is the number one urban mobility app in Turkey, serving four of the largest cities, which account for 50% of the country's GDP and 34% of its population [9][10] - Turkey has a significant opportunity for ride-hailing services, with a projected annual revenue potential of $3,000,000,000 in the ride-hailing business [12][14] Company Strategy and Development Direction - The company has shifted its primary focus to ride-hailing, with plans to continue investing in this area while implementing profitability-enhancing measures [5][6] - The strategy includes expanding to additional cities in Turkey and refining the dynamic pricing engine to increase take rates [11][12] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the growth potential of the ride-hailing market in Turkey, citing the lack of existing competition and the high demand for tech-enabled mobility solutions [31][39] - The company aims to almost double its revenue to $34,000,000 in 2025 and achieve positive adjusted EBITDA, excluding any incremental investments [24][25] Other Important Information - The company completed the acquisition of Zoba, an AI-powered software platform, to enhance operational efficiency in its two-wheeled electric vehicle business [15][17] - The share repurchase program allows the company to buy back up to $3,500,000 of its ordinary shares at a price per share of $6 through October 2025 [25] Q&A Session Summary Question: Can you talk about the dynamic pricing and its impact on monetization? - The dynamic pricing algorithm has improved match rates by adjusting prices based on demand and supply fluctuations, leading to better metrics [30] Question: How is the driver supply growing? - The company is experiencing strong growth in driver applications due to the high demand for tech-enabled urban transportation in Turkey [32] Question: How has the competitive environment evolved? - The company holds a first-mover advantage in the ride-hailing market and is prepared for competition, which is expected to be limited to a few players [39] Question: What is the regulatory backdrop for ride-hailing in Turkey? - The company is working on establishing full regulations for ride-hailing, with a belief that the market will eventually align with global standards [42][43] Question: What are the assumptions behind the 2025 revenue guidance? - The guidance assumes continued operations in existing cities without new city launches and a similarly sized general and administrative team [51][52] Question: What is the current cash position and monthly burn rate? - The company reported a cash position of approximately $5,000,000 at the end of the year, with a forecasted EBITDA of $3,000,000 for 2025 [74][75] Question: How does the company balance growth and profitability? - The company remains focused on growth in the ride-hailing market, with plans to explore other verticals only after fully capturing the ride-hailing opportunity [87][88]

Company Strategy & Focus - Marti shifted its company focus to ride-hailing services[9] - The company stabilized its two-wheeled electric vehicle service by enhancing profitability and reducing capital requirements[10] - Marti expects accelerated financial performance in 2025, driven by ride-hailing[11] - The company is bolstering its financial strength through monetization of ride-hailing, enhancing cash generation and capital efficiency[12] Operational Highlights - Marti consistently exceeded operational targets for unique ride-hailing riders and registered drivers[19] - As of December 2024, Marti reached 1663 thousand unique ride-hailing riders and 262 thousand registered drivers[22] - Marti is targeting 2150 thousand unique ride-hailing riders and 310 thousand registered drivers by June 30, 2025[34] - Operational efficiency projects in two-wheeled electric vehicle service led to a 105% year-over-year reduction in the total cost of revenues[51] Financial Performance & Guidance - Marti's actual revenue for 2024 was $187 million, exceeding the guidance of $166 million[74, 80] - Adjusted EBITDA for 2024 was a loss of $193 million, an improvement compared to the guidance loss of $225 million[77, 81] - Marti is on track to almost double revenue to $340 million for FY 2025[20] - The company expects positive Adjusted EBITDA of $30 million in FY 2025, excluding incremental investments to accelerate ride-hailing growth[90]

Financial Data and Key Metrics Changes - The company generated revenue of $18,700,000 for the year 2024, exceeding the guidance of $16,600,000 by $2,100,000, primarily due to the monetization of the ride-hailing service which began in October 2024 [21] - Adjusted EBITDA was negative $19,300,000, better than the guidance of negative $22,500,000, driven by operational efficiencies in the two-wheeled electric vehicle service [21][25] - Total rides increased from 21,900,000 in 2023 to 31,700,000 in 2024, with unique riders growing from 1,800,000 to 2,100,000 [21][22] Business Line Data and Key Metrics Changes - The number of unique ride-hailing riders increased from approximately 499,000 in 2023 to 1,660,000 in 2024, while registered drivers grew from 107,000 to 262,000 [10][22] - The average daily two-wheeled electric vehicles deployed decreased from 34,600 in 2023 to 32,600 in 2024 due to the gradual decommissioning of the fleet [22] Market Data and Key Metrics Changes - The company is the number one urban mobility app in Turkey, serving over 109,400,000 rides to 5,900,000 unique riders since launch [8] - The company operates in four of Turkey's largest cities, which account for 50% of the country's GDP and 34% of its population [9] Company Strategy and Development Direction - The company has shifted its primary focus to ride-hailing, aiming to double revenue to $34,000,000 in 2025 and achieve positive adjusted EBITDA [7][25] - Plans to expand into additional cities in Turkey are being considered for 2025 and beyond, with a focus on capturing a $3,000,000,000 annual revenue opportunity in the ride-hailing business [11][12] Management's Comments on Operating Environment and Future Outlook - Management believes that Turkey's ride-hailing market is underdeveloped and presents significant growth opportunities, with a strong demand for tech-enabled mobility solutions [12][42] - The company is prepared for competition and believes its first-mover advantage will help maintain market leadership [39][40] Other Important Information - The company has implemented a share repurchase program allowing for the purchase of up to $3,500,000 of ordinary shares [25] - The acquisition of Zoba's AI-powered software has improved operational efficiency in the two-wheeled electric vehicle business, achieving higher daily rides per vehicle [17] Q&A Session Summary Question: Can you talk about the dynamic pricing and its impact on ride-hailing monetization? - Management explained that dynamic pricing adjusts based on demand and supply, significantly improving match rates and overall metrics [30][31] Question: How is the driver supply growing on the platform? - Management noted that the demand for ride-hailing is high in Turkey, leading to strong growth in driver applications and increased activity among registered drivers [32][33] Question: How has the competitive environment evolved? - Management stated that they are the first mover in the market and expect to maintain a dominant position despite potential competition [38][39] Question: What is the regulatory backdrop for ride-hailing in Turkey? - Management indicated that Turkey is working on establishing regulations for ride-hailing, which is expected to align with global trends [41][42] Question: Can you discuss the assumptions behind the 2025 revenue guidance? - Management clarified that the guidance assumes continued operations in existing cities without new city launches and a similarly sized G&A team [52][54] Question: What is the company's cash position and monthly burn rate? - The company reported a cash position of approximately $5,000,000 at the end of the year, with a forecasted EBITDA of $3,000,000 for 2025 [71][72] Question: How does the company balance growth versus profitability? - Management emphasized a focus on growth in the ride-hailing market, with plans to explore other verticals only after fully capturing the ride-hailing opportunity [84]

[Full Year 2024 Results Overview](index=1&type=section&id=Full%20Year%202024%20Results%20Overview) This section provides an executive summary of Marti's 2024 performance, highlighting strategic shifts, key financial metrics, and operational achievements [Executive Summary & CEO Remarks](index=1&type=section&id=Executive%20Summary%20%26%20CEO%20Remarks) Marti focused on ride-hailing in 2024, achieving growth and monetization, with the CEO projecting substantial 2025 revenue and Adjusted EBITDA growth - The company is positioned to **almost double its revenue** and achieve **positive Adjusted EBITDA** in 2025, excluding potential incremental investments to accelerate ride-hailing growth[4](index=4&type=chunk) - Marti identifies a potential **$3 billion annual revenue opportunity** in the Turkish ride-hailing market, based on market size estimates and global take-rate benchmarks[5](index=5&type=chunk) - The company began monetizing its ride-hailing service in October 2024 through driver subscription packages[4](index=4&type=chunk)[6](index=6&type=chunk) - In 2024, the company continued to focus on enhancing the profitability of its two-wheeled electric vehicle service through efficiency initiatives[5](index=5&type=chunk) [Key Financial & Operational Highlights](index=1&type=section&id=Key%20Financial%20%26%20Operational%20Highlights) Marti's FY2024 revenue and Adjusted EBITDA surpassed guidance, driven by ride-hailing monetization and significant operational growth in riders and drivers Consolidated Financial and Operational Highlights (2023 vs 2024) | | 2023 | 2024 | ∆ | | :--- | :--- | :--- | :--- | | Number of Total Rides (Millions) | 21.93 | 31.71 | 44.6% | | Number of Unique Ride-hailing Riders (Thousands) | 499 | 1,663 | 233.5% | | Number of Registered Ride-hailing Drivers (Thousands) | 107 | 262 | 145.9% | | Revenue (USD Thousands) | 20,030 | 18,660 | (6.8)% | | Net Loss (USD Thousands) | (33,815) | (73,881) | 118.5% | | Adj. EBITDA (USD Thousands) | (17,692) | (19,274) | 8.9% | - FY'24 revenue of **$18.7M** surpassed guidance of **$16.6M**, primarily due to the monetization of the ride-hailing service starting in October 2024[6](index=6&type=chunk)[11](index=11&type=chunk) - FY'24 Adjusted EBITDA of **$(19.3)M** exceeded guidance of **$(22.5)M**, also driven by the new revenue stream from ride-hailing[6](index=6&type=chunk)[11](index=11&type=chunk) - The number of unique ride-hailing riders grew to **1.66M**, and registered drivers reached **262 thousand** by year-end 2024, outperforming company targets[12](index=12&type=chunk) [Business Outlook & Strategy](index=2&type=section&id=Business%20Outlook%20%26%20Strategy) This section outlines Marti's strategic direction and financial targets for 2025, including ride-hailing growth and profitability initiatives [Full Year 2025 Guidance & Targets](index=4&type=section&id=Full%20Year%202025%20Guidance%20%26%20Targets) Marti reaffirms its 2025 guidance, projecting **$34.0 million** revenue and **$3.0 million** Adjusted EBITDA, with specific ride-hailing growth targets Full Year 2025 Guidance | | 2025 Guidance | | :--- | :--- | | Net Revenue (USD Millions) | $ 34.0M | | Adjusted EBITDA (USD Millions) | $ 3.0M | June 30, 2025 Ride-Hailing Targets | | June 30, 2025 Targets | | :--- | :--- | | Number of Unique Ride-hailing Riders (Millions) | 2.15 million | | Number of Registered Ride-hailing Drivers (Thousands) | 310 thousand | - The 2025 guidance assumes no fleet size expansion for the two-wheeled electric vehicle business and excludes any incremental investments to accelerate ride-hailing growth[17](index=17&type=chunk) [Strategic Initiatives](index=2&type=section&id=Strategic%20Initiatives) Marti implemented strategic initiatives including AI software acquisition, a share repurchase program, and operational adjustments to enhance profitability - In February 2024, Marti acquired the intellectual property and software of Zoba, an AI platform for dynamic fleet optimization. Vehicles deployed with Zoba produced **2.4x higher daily rides per vehicle** in H2'24[8](index=8&type=chunk)[16](index=16&type=chunk) - A share repurchase program, adopted in January 2024, authorizes the company to buy back up to **$2.5 million** of its ordinary shares through October 2025[7](index=7&type=chunk) - The company ceased operations in Kocaeli, Mersin, and Muğla, which accounted for **5% of revenue** but **12% of variable operating costs**, to improve overall profitability[12](index=12&type=chunk) - In January 2025, a dynamic pricing model was launched for the ride-hailing service to improve efficiency, reduce wait times, and enhance driver earnings[12](index=12&type=chunk) [Consolidated Financial Statements](index=7&type=section&id=Consolidated%20Financial%20Statements) This section presents Marti's consolidated balance sheet, income statement, and cash flow statement for the fiscal year 2024 [Consolidated Balance Sheet](index=7&type=section&id=Consolidated%20Balance%20Sheet) Marti's balance sheet as of December 31, 2024, shows decreased assets and cash, increased liabilities, and a widening stockholders' deficit Key Balance Sheet Items (Thousands $) | | Dec 31, 2023 | Dec 31, 2024 | | :--- | :--- | :--- | | Cash and cash equivalents | 19,424 | 5,149 | | Total assets | 40,211 | 20,379 | | Total liabilities | 72,909 | 81,820 | | Total stockholders' equity | (32,698) | (61,441) | [Consolidated Income Statement](index=8&type=section&id=Consolidated%20Income%20Statement) Marti's FY2024 income statement shows a slight revenue decrease and a significant increase in net loss, primarily due to higher general and administrative expenses Key Income Statement Items (Thousands $) | | FY 2023 | FY 2024 | | :--- | :--- | :--- | | Revenue | 20,030 | 18,660 | | Cost of revenues | (24,085) | (21,549) | | General and administrative expenses | (15,130) | (49,249) | | Loss from operations | (30,603) | (65,310) | | Net loss | (33,815) | (73,881) | - General & administrative expenses in 2024 included **$37.2 million** of share-based compensation expense. Excluding this, G&A expenses were **$12.1 million**[29](index=29&type=chunk) [Consolidated Statement of Cash Flows](index=9&type=section&id=Consolidated%20Statement%20of%20Cash%20Flows) Marti's FY2024 cash flow statement shows increased cash used in operations and a net decrease in cash and cash equivalents, despite cash generated from financing activities Key Cash Flow Items (Thousands $) | | FY 2023 | FY 2024 | | :--- | :--- | :--- | | Net cash used in operating activities | (14,866) | (25,077) | | Net cash used in investing activities | (4,820) | (1,039) | | Net cash generated from financing activities | 28,612 | 11,841 | | Net (decrease)/increase in cash | 8,926 | (14,275) | | Cash and cash equivalents at end of year | 19,424 | 5,149 | [Non-GAAP Measures and Reconciliations](index=5&type=section&id=Non-GAAP%20Measures%20and%20Reconciliations) This section defines Marti's non-GAAP financial measures and provides a reconciliation of net loss to Adjusted EBITDA [Definition of Non-GAAP Measures](index=5&type=section&id=Definition%20of%20Non-GAAP%20Measures) Marti defines Adjusted EBITDA and Adjusted EBITDA margin as non-GAAP measures, used by management and investors to assess financial and business trends - Adjusted EBITDA is calculated by adding depreciation, amortization, taxes, net financial expenses, and one-time/non-cash adjustments to net income (loss)[20](index=20&type=chunk) - Adjusted EBITDA margin is calculated as Adjusted EBITDA divided by revenue[21](index=21&type=chunk) [Reconciliation of Net Loss to Adjusted EBITDA](index=10&type=section&id=Reconciliation%20of%20Net%20Loss%20to%20Adjusted%20EBITDA) Marti reconciled its FY2024 GAAP net loss of $(73.9) million to a non-GAAP Adjusted EBITDA of $(19.3) million, primarily adjusted for share-based compensation Consolidated Adjusted EBITDA Reconciliation (Thousands $) | | FY 2023 | FY 2024 | | :--- | :--- | :--- | | Net loss | (33,815) | (73,881) | | Depreciation and amortization | 10,045 | 8,691 | | Financial expense (net) | 3,212 | 8,572 | | Stock based compensation expense | 1,989 | 37,161 | | **Adjusted EBITDA** | **(17,692)** | **(19,274)** | [Other Information](index=5&type=section&id=Other%20Information) This section provides details on the conference call and a cautionary statement regarding forward-looking information [Conference Call Information](index=5&type=section&id=Conference%20Call%20Information) Marti held a conference call and webcast on April 29, 2025, to discuss its full-year 2024 financial and operational results - A conference call to discuss FY 2024 results was held on April 29, 2025, at 8:30 a.m. New York Time[19](index=19&type=chunk) [Cautionary Statement Regarding Forward-Looking Information](index=6&type=section&id=Cautionary%20Statement%20Regarding%20Forward-Looking%20Information) This section includes a cautionary statement that forward-looking statements are subject to risks and uncertainties, and actual results may differ materially from expectations - Statements about anticipated growth, 2025 guidance, and future performance are forward-looking and not guarantees of future results[25](index=25&type=chunk) - Actual results may differ materially due to various risks, including industry competition, regulatory changes, economic conditions, and other factors detailed in SEC filings[26](index=26&type=chunk)

Company Overview - Monte Rosa Therapeutics (NASDAQ: GLUE) is a biotechnology company focused on oncology, autoimmune, and inflammatory diseases [1] - The company utilizes its proprietary Quantitative and Engineered Elimination of Neosubstrates (QuEEN) platform to selectively produce molecular glue degraders [1] Unique Selling Proposition - The QuEEN platform distinguishes Monte Rosa from other biotechnology firms by enabling the targeted degradation of specific proteins, which may lead to innovative treatment options in various disease areas [1]

Group 1 - The article reflects a market outlook as of January 12, 2024, indicating that the views expressed may change over time [2] - There is no current stock, option, or similar derivative position in any of the companies mentioned, but there is a potential for initiating a long position in MRT within the next 72 hours [1] - The article emphasizes that past performance is not indicative of future results, and no specific investment recommendations are provided [3]

Company Overview - Marti Technologies, Inc. (NYSE: MRT) is positioned to potentially lead the emerging ride-hailing market in Turkey, leveraging its strong micromobility and ridesharing capabilities [3]. Investment Strategy - The investment approach focuses on GARP (Growth at a Reasonable Price) and value stocks, emphasizing high-quality businesses with strong competitive advantages and significant growth potential [1]. - The strategy prioritizes fundamental analysis, seeking stocks that are trading at a discount to their intrinsic value, ensuring a clear margin of safety [1]. Market Position - Marti Technologies has made a two-year investment to scale its operations, indicating a commitment to expanding its market presence in the ride-hailing sector [3].

Core Viewpoint - SIMPPLE Ltd. has successfully deployed 89 autonomous cleaning robots across Singapore's MRT system, marking a significant advancement in the facilities management sector and aligning with the government's push for automation and digital transformation [1][2][4]. Company Overview - SIMPPLE Ltd. is a technology provider in the facilities management sector, founded in 2016, and has established a strong presence in Singapore, serving over 60 clients in both public and private sectors [7]. - The company has developed the SIMPPLE Ecosystem, which includes a mix of software and hardware solutions for automated workforce management in building maintenance, surveillance, and cleaning [7]. Industry Context - The deployment of autonomous cleaning robots is part of a broader trend towards automation in response to rising demand for environmental services, driven by urbanization and public expectations for high hygiene standards [4]. - The tight labor market and aging workforce in Singapore are pushing companies like SMRT Trains to adopt new technologies to enhance operational efficiency [4]. Technological Innovation - The autonomous cleaning robots utilize advanced sensors and artificial intelligence to navigate MRT stations, significantly improving cleaning speed and efficiency by cleaning areas three times faster than human workers [3][5]. - The robots are designed to relieve the cleaning workforce from repetitive tasks, allowing them to focus on more complex responsibilities [3][5]. Partnership and Recognition - The partnership with SMRT Trains has led to a cleaner environment and increased productivity, culminating in SMRT Trains receiving the Organisation (Public Sector) of the Year award at the LOO Award Ceremony [5][6]. - SIMPPLE's CEO expressed enthusiasm for the deployment, highlighting the strategic expansion into the rail transport sector and the potential for future collaborations with other rail operators globally [6][7].