Part I [Business](index=6&type=section&id=ITEM%201.%20BUSINESS) The company is a blank check entity focused on technology-enabled financial services in emerging markets, with a deadline to complete a business combination - The company is a **blank check company** formed on February 26, 2021, to effect a merger, asset acquisition, or similar business combination[19](index=19&type=chunk) - The company focuses on **technology-enabled financial services** businesses in emerging markets, including insurance, asset management, and payment processing[20](index=20&type=chunk) Initial Public Offering (IPO) and Trust Account Details | Metric | Value/Details | | :--- | :--- | | **IPO Date** | July 9, 2021 | | **Units Offered** | 12,500,000 Units at $10.00/unit | | **Over-allotment** | 1,875,000 additional Units exercised in full | | **Total Gross Proceeds** | $143,750,000 ($125M + $18.75M) | | **Private Placement Warrants** | 7,250,000 warrants at $1.00 each to the Sponsor | | **Amount in Trust Account** | $146,625,000 | - The company must complete its initial business combination by **July 8, 2023**, or it will be required to liquidate and redeem all public shares[35](index=35&type=chunk) - The initial business combination must have a fair market value of at least **80% of the assets held in the Trust Account**[31](index=31&type=chunk) [Risk Factors](index=16&type=section&id=ITEM%201A.%20RISK%20FACTORS) The company faces significant risks, including the potential failure to complete a business combination, impacts from COVID-19, and a material weakness in internal controls - The company may not complete its initial business combination within the prescribed timeframe, which would render **warrants worthless**[65](index=65&type=chunk)[66](index=66&type=chunk) - The **COVID-19 pandemic** could adversely affect the search for and consummation of a business combination[61](index=61&type=chunk) - A potential **conflict of interest** exists as the Sponsor will lose its entire investment if a business combination is not completed[94](index=94&type=chunk)[95](index=95&type=chunk) - As a **Cayman Islands company**, investors may face difficulties in protecting their interests through U.S. federal courts[190](index=190&type=chunk)[191](index=191&type=chunk) - A **material weakness in internal control** over financial reporting was identified related to accounting for complex equity transactions[196](index=196&type=chunk)[197](index=197&type=chunk) [Unresolved Staff Comments](index=69&type=section&id=ITEM%201B.%20UNRESOLVED%20STAFF%20COMMENTS) The company reports no unresolved comments from the staff of the Securities and Exchange Commission - Not applicable[200](index=200&type=chunk) [Property](index=69&type=section&id=ITEM%202.%20PROPERTY) The company utilizes office space provided by its Sponsor at no cost for its current operations - The company's executive office space is provided by the Sponsor **at no charge**[201](index=201&type=chunk) [Legal Proceedings](index=69&type=section&id=ITEM%203.%20LEGAL%20PROCEEDINGS) The company is not currently a party to any material legal proceedings - None[202](index=202&type=chunk) [Mine Safety Disclosures](index=69&type=section&id=ITEM%204.%20MINE%20SAFETY%20DISCLOSURES) This section is not applicable as the company's operations do not involve mining activities - Not applicable[203](index=203&type=chunk) Part II [Market for Common Equity and Related Shareholder Matters](index=70&type=section&id=ITEM%205.%20MARKET%20FOR%20COMMON%20EQUITY%20AND%20RELATED%20SHAREHOLDER%20MATTERS%20AND%20ISSUER%20PURCHASES%20OF%20EQUITY%20SECURITIES) The company's securities are listed on the NYSE American, and it has not paid any dividends - The company's units, Class A Ordinary Shares, and warrants are listed on the **NYSE American** under symbols GLTA.U, GLTA, and GLTA WS, respectively[206](index=206&type=chunk) - The company **has not paid any cash dividends** and does not intend to do so prior to a business combination[208](index=208&type=chunk) - Approximately **$500,000 of proceeds** held outside the Trust Account are available for working capital[213](index=213&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=72&type=section&id=ITEM%207.%20MANAGEMENT'S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) The company is a pre-revenue entity with a net loss of $841,299 for the period ending December 31, 2021 - The company is an early-stage, pre-revenue entity with all activities to date related to its formation and IPO[215](index=215&type=chunk)[217](index=217&type=chunk) Financial Highlights as of December 31, 2021 | Metric | Value | | :--- | :--- | | **Net Loss** | $841,299 | | **Cash (outside trust)** | $610,926 | | **Cash used in operating activities** | $356,845 | | **Deferred underwriting commission** | $5,031,250 | - The company adopted ASU 2020-06 for convertible instruments, which had **no material impact** on its financial statements[236](index=236&type=chunk) - Class A ordinary shares subject to possible redemption, totaling **$143,750,000**, are classified as temporary equity[235](index=235&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=76&type=section&id=ITEM%207A.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) This section is not applicable as the company qualifies as a smaller reporting company - The company is a smaller reporting company and is **not required to provide this information**[238](index=238&type=chunk) [Financial Statements and Supplementary Data](index=76&type=section&id=ITEM%208.%20FINANCIAL%20STATEMENTS%20AND%20SUPPLEMENTARY%20DATA) This section incorporates the company's audited financial statements, which include a going concern paragraph - The financial statements cover the period from February 26, 2021 (inception) through December 31, 2021[239](index=239&type=chunk)[305](index=305&type=chunk) [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=76&type=section&id=ITEM%209.%20CHANGES%20IN%20AND%20DISAGREEMENTS%20WITH%20ACCOUNTANTS%20ON%20ACCOUNTING%20AND%20FINANCIAL%20DISCLOSURE.) The company reports no disagreements with its accountants on any matter of accounting principles or practices - None[240](index=240&type=chunk) [Controls and Procedures](index=76&type=section&id=ITEM%209A.%20CONTROLS%20AND%20PROCEDURES) Management concluded that disclosure controls were not effective due to a material weakness in internal control - Management concluded that disclosure controls and procedures were **not effective** as of December 31, 2021[244](index=244&type=chunk) - A **material weakness** was identified due to the improper accounting classification of certain Class A ordinary shares[242](index=242&type=chunk)[243](index=243&type=chunk) - **Remediation efforts** are underway, including additional analyses and consulting with experts[246](index=246&type=chunk) [Other Information](index=78&type=section&id=ITEM%209B.%20OTHER%20INFORMATION) The company reports no other material information required to be disclosed - None[247](index=247&type=chunk) Part III [Directors and Executive Officers](index=79&type=section&id=ITEM%2010.%20DIRECTORS%20AND%20EXECUTIVE%20OFFICERS%20OF%20THE%20REGISTRANT) This section details the company's management team, board structure, and committee composition Directors and Executive Officers | Name | Position | | :--- | :--- | | Kemal Kaya | Chief Executive Officer and Director | | Daniel Freifeld | President, Chief Investment Officer and Director | | Michael Tanzer | Chief Financial Officer | | Adam S. Metz | Independent Board Member | | Shelley Guiley | Independent Board Member | | Tim Shannon | Independent Board Member | - The board of directors is divided into **three classes** with staggered three-year terms[263](index=263&type=chunk) - The board has **three independent directors**: Adam S. Metz, Shelley Guiley, and Tim Shannon[265](index=265&type=chunk) - The company has established Audit, Compensation, and Nominating and Corporate Governance committees[269](index=269&type=chunk)[270](index=270&type=chunk)[274](index=274&type=chunk)[277](index=277&type=chunk) [Executive Compensation](index=88&type=section&id=ITEM%2011.%20EXECUTIVE%20COMPENSATION) No executive officers or directors have received compensation, but the Sponsor is eligible for expense reimbursement - **No cash or non-cash compensation** has been paid to executive officers or directors for their services[281](index=281&type=chunk) - The Sponsor and affiliates will be reimbursed for **out-of-pocket expenses** related to identifying a target business[281](index=281&type=chunk) - Up to **$1,500,000 in working capital loans** from the Sponsor may be converted into warrants at $1.00 per warrant[284](index=284&type=chunk) [Security Ownership of Certain Beneficial Owners and Management](index=92&type=section&id=ITEM%2012.%20SECURITY%20OWNERSHIP%20OF%20CERTAIN%20BENEFICIAL%20OWNERS%20AND%20MANAGEMENT%20AND%20RELATED%20SHAREHOLDER%20MATTERS) The Sponsor and management group beneficially own 19.9% of the company's outstanding ordinary shares Beneficial Ownership as of December 31, 2021 | Name of Beneficial Owner | Approximate Percentage of Outstanding Ordinary Shares | | :--- | :--- | | Galata Acquisition Sponsor, LLC | 19.9% | | Daniel Freifeld (via Sponsor) | 19.9% | | All directors and executive officers as a group | 19.9% | | Weiss Asset Management LP | 6.9% | - Founder shares are subject to a **one-year lock-up period** post-business combination, with certain early release provisions[291](index=291&type=chunk) - As of December 31, 2021, the company had **no equity compensation plans** authorized for issuance[292](index=292&type=chunk) [Certain Relationships and Related Transactions, and Director Independence](index=93&type=section&id=ITEM%2013.%20CERTAIN%20RELATIONSHIPS%20AND%20RELATED%20TRANSACTIONS%2C%20AND%20DIRECTOR%20INDEPENDENCE) Key related party transactions include the Sponsor's purchase of founder shares and provision of working capital loans - On March 18, 2021, the Sponsor purchased **3,593,750 Founder Shares for $25,000**[375](index=375&type=chunk) - The Sponsor provided a **promissory note of up to $250,000** for offering-related expenses, which was fully repaid[377](index=377&type=chunk) - The Sponsor may provide **Working Capital Loans up to $1,500,000**, convertible into warrants at $1.00 per warrant[378](index=378&type=chunk) [Principal Accounting Fees and Services](index=95&type=section&id=ITEM%2014.%20PRINCIPAL%20ACCOUNTING%20FEES%20AND%20SERVICES.) The company paid its auditor, Marcum LLP, $149,357 in audit fees for the period ended December 31, 2021 Accounting Fees for Period Ended Dec 31, 2021 | Fee Category | Amount | | :--- | :--- | | Audit Fees | $149,357 | | Audit-Related Fees | $0 | | Tax Fees | $0 | | All Other Fees | $0 | - All auditing and permitted non-audit services are **pre-approved by the audit committee**[300](index=300&type=chunk) [Exhibits, Financial Statements, and Schedules](index=95&type=section&id=ITEM%2015.%20EXHIBITS%2C%20FINANCIAL%20STATEMENTS%2C%20AND%20SCHEDULES) This section lists the financial statements and exhibits filed as part of the Form 10-K - The financial statements and schedules are filed as part of this Form 10-K and are listed in Item 8[301](index=301&type=chunk) Financial Statements [Report of Independent Registered Public Accounting Firm](index=97&type=section&id=Report%20of%20Independent%20Registered%20Public%20Accounting%20Firm) The auditor issued an unqualified opinion but included an explanatory paragraph regarding going concern uncertainty - The auditor's report includes a **"Going Concern" paragraph**, raising substantial doubt about the company's ability to continue[311](index=311&type=chunk) [Financial Statements Data](index=98&type=section&id=Financial%20Statements%20Data) The financial statements show total assets of $147.5 million and a net loss of $841,299 as of December 31, 2021 Balance Sheet as of December 31, 2021 | Account | Value (USD) | | :--- | :--- | | **Assets** | | | Cash | $610,926 | | Investments held in Trust Account | $146,629,787 | | **Total Assets** | **$147,457,696** | | **Liabilities & Equity** | | | Total Liabilities | $5,737,474 | | Class A ordinary shares subject to possible redemption | $143,750,000 | | Total Shareholders' Deficit | ($2,029,778) | | **Total Liabilities & Equity** | **$147,457,696** | Statement of Operations (Inception to Dec 31, 2021) | Account | Value (USD) | | :--- | :--- | | General and administrative expenses | $846,086 | | Interest income | $4,787 | | **Net loss** | **($841,299)** | | Basic and diluted net loss per ordinary share | ($0.07) | [Notes to Financial Statements](index=102&type=section&id=Notes%20to%20Financial%20Statements) The notes detail the company's accounting policies, related party transactions, and the basis for going concern - Management has determined there is **substantial doubt** about the Company's ability to continue as a going concern[348](index=348&type=chunk) - The company accounts for its **14,375,000 Class A ordinary shares** subject to possible redemption as temporary equity[360](index=360&type=chunk)[400](index=400&type=chunk) - The **7,187,500 Public Warrants** and **7,250,000 Private Placement Warrants** are classified as equity[399](index=399&type=chunk) - The underwriters are entitled to a **deferred fee of $5,031,250**, payable only upon completion of a Business Combination[382](index=382&type=chunk)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Galata Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-40588 N/A (State or other jurisdiction of inc ...

[PART I. FINANCIAL INFORMATION](index=3&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) [Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) Presents Galata Acquisition Corp.'s unaudited condensed financial statements as of June 30, 2021, and from inception [Unaudited Condensed Balance Sheet](index=3&type=section&id=Unaudited%20Condensed%20Balance%20Sheet%20as%20of%20June%2030%2C%202021) As of June 30, 2021, the company had total assets of $425,527, entirely composed of deferred offering costs, with total liabilities of $412,878 Condensed Balance Sheet as of June 30, 2021 (unaudited) | Category | Amount ($) | | :--- | :--- | | **Assets** | | | Deferred offering costs | 425,527 | | **Total Assets** | **425,527** | | **Liabilities** | | | Total Current Liabilities | 412,878 | | **Shareholder's Equity** | | | Total Shareholder's Equity | 12,649 | | **Total Liabilities and Shareholder's Equity** | **425,527** | [Unaudited Condensed Statement of Operations](index=4&type=section&id=Unaudited%20Condensed%20Statement%20of%20Operations) For the period from inception through June 30, 2021, the company reported a net loss of $12,351 due to formation costs Statement of Operations Highlights (unaudited) | Period | For the Three Months Ended June 30, 2021 | For the Period From Feb 26, 2021 (Inception) Through June 30, 2021 | | :--- | :--- | :--- | | Formation costs | $11,851 | $12,351 | | **Net loss** | **$(11,851)** | **$(12,351)** | | Basic and diluted net loss per common share | $(0.00) | $(0.00) | [Unaudited Condensed Statement of Changes in Shareholder's Equity](index=5&type=section&id=Unaudited%20Condensed%20Statement%20of%20Changes%20in%20Shareholder%27s%20Equity) From inception to June 30, 2021, shareholder's equity increased to $12,649, driven by share issuance offset by net loss Changes in Shareholder's Equity (Feb 26, 2021 - June 30, 2021) | Description | Amount ($) | | :--- | :--- | | Balance, February 26, 2021 (inception) | 0 | | Issuance of Class B ordinary shares to Sponsor | 25,000 | | Net loss | (12,351) | | **Balance, June 30, 2021** | **12,649** | [Unaudited Condensed Statement of Cash Flows](index=6&type=section&id=Unaudited%20Condensed%20Statement%20of%20Cash%20Flows) For the period from inception through June 30, 2021, the company had no cash flow from any activities, resulting in a $0 cash balance - Net cash used in operating activities was **$0** for the period from inception through June 30, 2021[14](index=14&type=chunk) - The cash balance at the end of the period was **$0**[14](index=14&type=chunk) - Non-cash financing activities included deferred offering costs paid by the Sponsor in exchange for Class B ordinary shares totaling **$25,000**[14](index=14&type=chunk) [Notes to Unaudited Condensed Financial Statements](index=7&type=section&id=Notes%20to%20Unaudited%20Condensed%20Financial%20Statements) Details the company's nature as a SPAC, key post-reporting IPO events, and related party transactions - The company was formed on **February 26, 2021**, for the purpose of effecting a business combination and is not limited to a particular industry[17](index=17&type=chunk)[18](index=18&type=chunk) - The company has **24 months** from the closing of the Public Offering to consummate a Business Combination[28](index=28&type=chunk) - On March 18, 2021, the Sponsor purchased **3,593,750 Class B ordinary shares** (Founder Shares) in exchange for paying **$25,000** of deferred offering costs[55](index=55&type=chunk) - Subsequent to the reporting period, on July 9, 2021, the company consummated its IPO of **12,500,000 units**, generating gross proceeds of **$125,000,000**[80](index=80&type=chunk) - On July 13, 2021, the underwriters exercised their over-allotment option in full, purchasing an additional **1,875,000 units** for gross proceeds of **$18,750,000**[82](index=82&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=25&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Outlines the company's pre-operational SPAC status, IPO proceeds, and financial condition as of June 30, 2021 - The company was formed on **February 26, 2021**, as a SPAC to enter into a business combination and has not generated any revenue to date[86](index=86&type=chunk)[88](index=88&type=chunk) - For the period from inception through June 30, 2021, the company had a net loss of **$12,351**, consisting of operating and formation costs[95](index=95&type=chunk) - As of June 30, 2021, the company had **no cash**; post-IPO, approximately **$500,000** of proceeds were held outside the trust account for working capital[96](index=96&type=chunk)[97](index=97&type=chunk) - The underwriters are entitled to a deferred fee of **$4,375,000**, payable only upon the completion of an Initial Business Combination[99](index=99&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=29&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, the registrant is not required to provide market risk disclosures - As a smaller reporting company, the registrant is not required to provide the information otherwise required under this item[105](index=105&type=chunk) [Controls and Procedures](index=29&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded the company's disclosure controls and procedures were effective as of June 30, 2021, with no material changes - Based on an evaluation as of June 30, 2021, the principal executive officer and principal financial officer concluded that the company's disclosure controls and procedures were **effective**[107](index=107&type=chunk) - There were **no changes** in internal control over financial reporting during the fiscal quarter that materially affected, or are reasonably likely to materially affect, the company's internal control[108](index=108&type=chunk) [PART II. OTHER INFORMATION](index=31&type=section&id=PART%20II.%20OTHER%20INFORMATION) [Legal Proceedings](index=31&type=section&id=Item%201.%20Legal%20Proceedings) The company reports no legal proceedings - None[110](index=110&type=chunk) [Risk Factors](index=31&type=section&id=Item%201A.%20Risk%20Factors) No material changes to the risk factors disclosed in the final IPO prospectus have occurred - As of the date of this Quarterly Report, there have been **no material changes** to the risk factors disclosed in the company's final prospectus of its Initial Public Offering filed with the SEC[111](index=111&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=31&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds%20from%20Registered%20Securities) Details the unregistered sale of Founder Shares and the use of proceeds from the July 2021 IPO and private placement - On March 18, 2021, the company issued **3,593,750 Founder Shares** to the Sponsor for an aggregate purchase price of **$25,000** in an unregistered sale[112](index=112&type=chunk) - The company consummated its IPO of **12,500,000 units** at **$10.00 per unit** on July 13, 2021, and the underwriters exercised their over-allotment option for an additional **1,875,000 units**[113](index=113&type=chunk) - An aggregate of **$146,625,000** from the IPO, over-allotment, and private placements was deposited into the trust account[114](index=114&type=chunk) [Defaults Upon Senior Securities](index=31&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reports no defaults upon senior securities - None[115](index=115&type=chunk) [Mine Safety Disclosures](index=31&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not Applicable[117](index=117&type=chunk) [Other Information](index=33&type=section&id=Item%205.%20Other%20Information) The company reports no other information - None[119](index=119&type=chunk) [Exhibits](index=33&type=section&id=Item%206.%20Exhibits) Lists exhibits filed with the quarterly report, including corporate documents and officer certifications - The report includes exhibits such as the Amended and Restated Memorandum and Articles of Association, officer certifications pursuant to Sarbanes-Oxley Act Sections 302 and 906, and XBRL data files[121](index=121&type=chunk)[122](index=122&type=chunk)