Financial Data and Key Metrics Changes - Revenue increased by 70% from $8.4 million in H1 2024 to $14.3 million in H1 2025, primarily due to the monetization of the ride-hailing service [18] - Adjusted EBITDA improved by $5.4 million from negative $11.3 million in H1 2024 to negative $6 million in H1 2025 [20] - Cost of revenues decreased by 25% from $9.9 million in H1 2024 to $7.4 million in H1 2025 [18][19] Business Line Data and Key Metrics Changes - Unique ride-hailing riders grew from 1.1 million to 2.3 million year-over-year in H1 2025, a 107% increase [11] - Registered ride-hailing drivers increased from 171,000 to 327,000, a 92% year-over-year growth [11] - Total rides increased from 13.7 million in H1 2024 to 19.2 million in H1 2025 [17] Market Data and Key Metrics Changes - The company expanded its operations into six new metropolitan areas, increasing its reach to 10 cities, covering approximately half of Türkiye's population [7][8] - The share of riders based outside Istanbul grew from 13% to 24% over the last year, indicating strong demand in new markets [36] Company Strategy and Development Direction - The company is focusing on ride-hailing as its primary strategic direction, with plans to capture a $3 billion annual revenue opportunity in the ride-hailing market [12] - Investments are being made in building organizational capabilities, including AI engineering and performance marketing, to enhance operational efficiency and market position [9][10] - The company aims to reach 3.3 million riders and 450,000 registered drivers by the end of 2025 [11] Management's Comments on Operating Environment and Future Outlook - Management believes 2025 will be pivotal for scale and financial performance, with expectations to nearly double revenue from $18.7 million in 2024 to $34 million in 2025 [5][20] - The company is optimistic about the demand for ride-hailing services in Türkiye, especially in cities that have not previously experienced tech-based mobility solutions [34][35] Other Important Information - The company is the largest electric vehicle operator in Türkiye and the number one urban mobility app on both iOS and Android platforms [6] - The average App Store rating is 4.9 out of 5, reflecting positive user sentiment and engagement [10] Q&A Session Summary Question: What is the target level for two-wheeled electric vehicles deployed? - Management indicated that two-wheeled electric vehicles are integral to the service offering and will be reevaluated in summer 2026 based on customer needs and traffic to ride-hailing [22][23][24] Question: How is driver supply and AI engineering impacting the business? - There are no constraints in onboarding additional drivers, with driver supply increasing year-over-year. AI engineering is critical for optimizing pricing and enhancing rider and driver experiences [26][29] Question: What are the current take rates compared to global benchmarks? - Current take rates are in the high single digits, with significant upside potential for future increases [33] Question: How does the company balance growth and profitability? - The company is focused on growth while maintaining low take rates to capture market share, with plans to reassess the balance between fundraising and take rates in the future [42][64] Question: What is the strategy regarding the regulatory environment in Türkiye? - The company believes it is uniquely positioned to introduce and regulate new transportation services in Türkiye [48] Question: How does the company view its crypto treasury strategy? - The crypto strategy is designed to diversify non-operating cash, primarily held in USD, with a small fraction in Bitcoin as a store of value [50][51]

Financial Data and Key Metrics Changes - Revenue increased by 70% from $8.4 million in the first half of 2024 to $14.3 million in the first half of 2025, primarily due to the monetization of the ride-hailing service [18] - Adjusted EBITDA improved by $5.4 million from negative $11.3 million in the first half of 2024 to negative $6 million in the first half of 2025 [20] - Cost of revenues decreased by 25% from $9.9 million in the first half of 2024 to $7.4 million in the first half of 2025 [18][19] Business Line Data and Key Metrics Changes - Unique ride-hailing riders increased from 1.1 million to 2.3 million year-over-year in the first half of 2025, a growth of 107% [11] - Registered ride-hailing drivers grew by 92% year-over-year, from 171,000 to 327,000 [11] - Total rides increased from 13.7 million in the first half of 2024 to 19.2 million in the first half of 2025 [17] Market Data and Key Metrics Changes - The company expanded its operations into six additional metropolitan areas, bringing its total to ten cities, which represent approximately half of Türkiye's population and nearly two-thirds of its GDP [7][8] - The share of riders based outside of Istanbul grew from 13% to 24% over the last year, indicating strong demand in new markets [36] Company Strategy and Development Direction - The company is focusing on ride-hailing as its primary strategic direction, with plans to capture an estimated $3 billion annual revenue opportunity in the ride-hailing business [12] - Investments are being made in building organizational capabilities to support rapid growth in ride-hailing, including the introduction of new departments such as AI engineering and performance marketing [9][10] - The company aims to reach 3.3 million riders and 450,000 registered drivers by the end of 2025 [11] Management's Comments on Operating Environment and Future Outlook - Management believes that 2025 will be a pivotal year for scale and financial performance, with strong revenue growth and significant improvement in adjusted EBITDA [4] - The company is optimistic about the demand for ride-hailing services in Türkiye, especially in secondary cities that have not previously experienced tech-based mobility solutions [34][35] - The management is confident in the operational advantages of local companies in the mobility market, which enhances their competitive position [7] Other Important Information - The company has served over 128.6 million rides to 6.4 million unique riders since its launch [6] - The average App Store rating is 4.9 out of 5, reflecting positive user sentiment [10] - The company has raised an additional convertible note financing of $23 million in April, which fully funds the growth of the business for the next 12 months [64] Q&A Session Summary Question: What is the target level for two-wheeled electric vehicles deployed? - Management believes two-wheeled electric vehicle operations are integral to their service offering and will reevaluate the fleet size in summer 2026 [23][24] Question: How is driver supply and AI engineering impacting the business? - There are no constraints in onboarding additional drivers, and the AI engineering team is critical for optimizing pricing and enhancing rider and driver experiences [26][29] Question: What are the current take rates compared to global benchmarks? - Current take rates are in the high single digits, with significant upside potential for future increases [33] Question: How does the company balance growth and profitability? - The company is focused on growth while maintaining low take rates to capture market share, with plans to optimize profitability as the market matures [42] Question: What is the regulatory environment for ride-hailing in Türkiye? - The company believes it is well-positioned to introduce and regulate new transportation services in Türkiye [48] Question: What is the strategy regarding crypto treasury? - The company is diversifying its non-operating cash into USD and Bitcoin as a store of value, while the majority remains in USD [51] Question: What are the unit economics for rider and driver incentives? - Rider and driver incentives are limited, with low acquisition costs due to the existing brand presence and user base [56]

Financial Data and Key Metrics Changes - Revenue increased by 70% from $8.4 million in the first half of 2024 to $14.3 million in the first half of 2025, primarily due to the monetization of the ride-hailing service [18] - Adjusted EBITDA improved by $5.4 million from -$11.3 million in the first half of 2024 to -$6 million in the first half of 2025 [20] - Cost of revenues decreased by 25% from $9.9 million in the first half of 2024 to $7.4 million in the first half of 2025 [18][19] Business Line Data and Key Metrics Changes - Unique ride-hailing riders grew from 1.1 million to 2.3 million year-over-year, a 107% increase [11] - Registered ride-hailing drivers increased from 171,000 to 327,000, a 92% increase [11] - Total rides increased from 13.7 million in the first half of 2024 to 19.2 million in the first half of 2025 [17] Market Data and Key Metrics Changes - The company expanded its operations to six additional metropolitan areas in 2025, bringing total operations to 10 cities, covering approximately half of Türkiye's population [7][8] - The share of riders based outside of Istanbul grew from 13% to 24% over the last year [36] Company Strategy and Development Direction - The company is focusing on ride-hailing as its primary business model, transitioning from two-wheeled electric vehicles to ride-hailing services [3][4] - A significant investment plan for 2025-2026 has been announced, aimed at expanding ride-hailing services and enhancing operational capabilities [7][20] - The introduction of a dynamic pricing model in January 2025 is expected to enhance efficiency and satisfaction for riders and drivers [3] Management's Comments on Operating Environment and Future Outlook - Management believes 2025 will be a pivotal year for scale and financial performance, with expectations to nearly double revenue from $18.7 million in 2024 to $34 million in 2025 [5][20] - The company anticipates capturing a $3 billion annual revenue opportunity in the ride-hailing business as it scales operations [12] Other Important Information - The company is the largest electric vehicle operator in Türkiye and the number one urban mobility app on both iOS and Android [6] - The average App Store rating is 4.9 out of 5, indicating strong user sentiment [10] Q&A Session Summary Question: What is the target level for two-wheeled electric vehicles deployed? - Management believes two-wheeled electric vehicle operations are integral to the service offering and will reevaluate the fleet size in summer 2026 [22][23] Question: How is driver supply and AI engineering impacting the business? - There are no constraints in onboarding additional drivers, with a year-over-year increase in driver signups [26][27] - AI engineering is critical for optimizing pricing and enhancing rider and driver experiences [29] Question: What are the current take rates compared to global benchmarks? - Current take rates are in the high single-digits, with significant upside potential for future increases [33] Question: How does the company view growth versus profitability? - The company is focused on growth while maintaining low take rates to capture market share, with plans to optimize profitability as the market matures [41][42] Question: What is the regulatory environment for ride-hailing in Türkiye? - The company believes it is well-positioned to introduce and regulate new transportation services in Türkiye [48] Question: How is the company approaching its crypto treasury strategy? - The strategy involves diversifying non-operating cash into USD and Bitcoin as a store of value, with the majority still held in USD [51]

Financial Data and Key Metrics Changes - Revenue increased by 70% from $8.4 million in H1 2024 to $14.3 million in H1 2025, primarily due to the monetization of the ride-hailing service [18][20] - Adjusted EBITDA improved from negative $11.3 million in H1 2024 to negative $6 million in H1 2025, indicating a significant reduction in operating losses [20] - Cost of revenues decreased by 25% from $9.9 million in H1 2024 to $7.4 million in H1 2025, reflecting efficiency measures [18][20] Business Line Data and Key Metrics Changes - Unique ride-hailing riders grew from 1.1 million to 2.3 million year-over-year, a 107% increase [10][17] - Registered ride-hailing drivers increased from 171,000 to 327,000, a 92% increase [10][17] - Average daily two-wheeled electric vehicles deployed decreased from 34.6 thousand to 24.8 thousand due to fleet decommissioning [18] Market Data and Key Metrics Changes - The company expanded its operations to six new metropolitan areas, increasing its reach to 10 cities, covering approximately half of Türkiye's population [6][7] - The share of riders based outside Istanbul grew from 13% to 24%, indicating strong demand in secondary markets [36][37] Company Strategy and Development Direction - The company is focusing on ride-hailing as its primary business model, transitioning from two-wheeled electric vehicles to capture the growing mobility market in Türkiye [3][4] - A significant investment plan for 2025-2026 aims to enhance operational capabilities and expand into new cities [6][21] - The introduction of AI engineering teams is expected to optimize pricing and improve rider and driver experiences [28][30] Management Comments on Operating Environment and Future Outlook - Management expressed confidence in achieving nearly double revenue from $18.7 million in 2024 to $34 million in 2025, driven by ride-hailing growth [4][20] - The company anticipates capturing a $3 billion annual revenue opportunity in the ride-hailing market as it scales operations [11][13] - Management highlighted the importance of local market knowledge and operational advantages in competing against global players [6] Other Important Information - The company is the largest electric vehicle operator in Türkiye and the number one urban mobility app on both iOS and Android [5] - The app redesign has improved user engagement, with weekly and monthly active users increasing by 16% and 12%, respectively [9] Q&A Session Summary Question: What is the target level for two-wheeled electric vehicles? - Management indicated that two-wheeled electric vehicles are integral to the service offering and will be reevaluated in summer 2026 based on customer needs and traffic to ride-hailing [24][25] Question: How is driver supply being managed? - There are no constraints in onboarding additional drivers, with driver acquisition costs being recouped within a month of service [27] Question: What are the current take rates compared to global benchmarks? - Current take rates are in the high single digits, with significant upside potential for future increases [34] Question: How does the company view growth versus profitability? - The company is prioritizing growth while maintaining low take rates to capture market share, with plans to optimize profitability in the future [42][43] Question: What is the regulatory environment for ride-hailing in Türkiye? - The company believes it is well-positioned to introduce and regulate new transportation services in Türkiye [49] Question: How is the company approaching its crypto treasury strategy? - The strategy involves diversifying non-operating cash into USD and Bitcoin as a store of value, with the majority still held in USD [52]

Financial Performance - Marti is on track to almost double revenue to $34 million for FY 2025[15] - Marti projects a $23 million improvement in Adjusted EBITDA for 2025[79] compared to an Adjusted EBITDA loss of $(193) million in 2024[76] - In 1H 2025, Marti's revenue increased by 704% to $14326 million[69] from $8409 million in 1H 2024[69] - Marti's Adjusted EBITDA improved by 474% to $(5955) million in 1H 2025[69] from $(11328) million in 1H 2024[69] - Gross profit margin improved to 49% in 1H 2025[55] from (18)% in 1H 2024[97] due to increased focus on ride-hailing[55] Operational Highlights - Marti is the 1 urban mobility app in Türkiye with 64 million all-time unique riders[17] - Marti has 228 million unique ride-hailing riders[17] and 327K registered ride-hailing drivers as of June 30, 2025[17] - Total rides increased by 409% to 1923 million in 1H 2025[69] from 1365 million in 1H 2024[69] - Unique ride-hailing riders increased by 1072% to 2280 million in 1H 2025[69] from 1101 million in 1H 2024[69] - Registered ride-hailing drivers increased by 919% to 327K in 1H 2025[69] from 171K in 1H 2024[69]

Financial Performance - Marti Technologies reported significant growth in ride-hailing services, achieving 2.28 million unique riders, which represents a 107% year-over-year increase [1] - The company also registered 327 thousand ride-hailing drivers, marking a 92% increase compared to the previous year [1] Operational Highlights - The rapid growth in the ride-hailing segment indicates strong market demand and operational efficiency within the company [1]

Core Viewpoint - Marti Technologies, Inc. is set to announce its financial and operational results for the first half of 2025 on September 22, 2025, before U.S. markets open [1] Company Summary - Marti Technologies is recognized as Türkiye's leading mobility super app [1] - The announcement will include a conference call and live webcast for analysts and investors to discuss the results [1]

Group 1 - The article highlights the significant opportunity in next-generation mobility solutions, particularly in countries with underdeveloped mobility systems, such as Türkiye [1] - Marti is identified as a company aiming to capitalize on the ride-hailing and micromobility market in Türkiye [1] - The Aerospace Forum, led by Dhierin, focuses on discovering investment opportunities in the aerospace, defense, and airline industries, providing data-informed analysis to support investment theses [1]

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)