Marti Technologies(MRT)

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SIMPPLE LTD. Announces Sale and Deployment of 89 Autonomous Cleaning Robots Across Three Major MRT Lines in Singapore Operated By SMRT Trains
GlobeNewswire News Room· 2024-11-22 13:30
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].
SIMPPLE Ltd. Announces Sale and Deployment of 89 Autonomous Cleaning Robots Across Three Major MRT Lines in Singapore Operated By SMRT Trains
GlobeNewswire News Room· 2024-11-22 13:30
Singapore, Nov. 22, 2024 (GLOBE NEWSWIRE) -- SIMPPLE Ltd. (NASDAQ: SPPL) (“SIMPPLE” or “the Company”), a leading technology provider and innovator in the facilities management sector, through its subsidiary, today announced that the Company had completed the sale and successful deployment of 89 autonomous cleaning robots across Singapore, marking the largest robotic fleet in the land transport sector with rail operator SMRT Trains. Aligned with the broader Singapore Government initiative to push towards gr ...
Monte Rosa Therapeutics Announces First Participants Dosed in MRT-6160 Phase 1 Study
GlobeNewswire News Room· 2024-08-19 11:00
MRT-6160, a potent and highly selective VAV1-directed molecular glue degrader, represents a potential novel therapeutic approach for systemic and neurological autoimmune and inflammatory diseases Initial Phase 1 clinical results, including biomarker data to demonstrate pharmacodynamic effects, anticipated in Q1 2025 BOSTON, Aug. 19, 2024 (GLOBE NEWSWIRE) -- Monte Rosa Therapeutics, Inc. (Nasdaq: GLUE), a clinical-stage biotechnology company developing novel molecular glue degrader (MGD)-based medicines, tod ...
Monte Rosa Therapeutics Presents Preclinical Data at EULAR 2024 Demonstrating Therapeutic Potential of MRT-6160 for the Treatment of Rheumatoid Arthritis
GlobeNewswire News Room· 2024-06-14 12:45
About Monte Rosa Poster presentation today at 14:45 CET / 8:45 a.m. ET Summary of findings: The poster, entitled "MRT-6160, a VAV1-Directed Molecular Glue Degrader, Reduces Joint Inflammation and Autoantibody Production in a Collagen-Induced Arthritis Autoimmune Disease Model" (Poster Number 1200), will be presented today by Adam Cartwright, Ph.D., Senior Scientist II at Monte Rosa Therapeutics, at 14:45 CET / 8:45 a.m. ET. Initiation of MRT-6160 Phase 1 SAD/MAD study anticipated in mid-year 2024 with initi ...
Monte Rosa Therapeutics Presents Preclinical Data at Digestive Disease Week 2024 Highlighting Therapeutic Potential of MRT-6160 in Inflammatory Bowel Disease
globenewswire.com· 2024-05-21 11:00
MRT-6160, a VAV1-directed molecular glue degrader (MGD), inhibits colitis disease progression and colon inflammation, lowers inflammatory mucosal cytokines, and reduces expression of IBD-associated genes in a colitis model Initiation of MRT-6160 Phase 1 SAD/MAD study anticipated in mid-year 2024 with Phase 1 clinical data expected in Q1 2025 Poster presentation today at 12:30 pm ET BOSTON, May 21, 2024 (GLOBE NEWSWIRE) -- Monte Rosa Therapeutics, Inc. (Nasdaq: GLUE), a clinical- stage biotechnology company ...
Marti Technologies(MRT) - 2023 Q4 - Annual Report
2024-04-16 12:01
If our assumptions regarding these risks and uncertainties, which we use to plan and operate our business, are incorrect or change, or if we do not address these risks successfully, our results of operations could differ materially from our expectations and our business, financial condition, and results of operations could be adversely affected. The size of our rider base is critical to our success. Our financial performance has been and will continue to be significantly determined by our success in cost-ef ...
Marti Technologies(MRT) - 2023 Q1 - Quarterly Report
2023-05-17 20:20
[PART I. FINANCIAL INFORMATION](index=3&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) This section presents the unaudited condensed financial statements and management's discussion for Galata Acquisition Corp [Item 1. Financial Statements (Unaudited)](index=3&type=section&id=Item%201.%20Financial%20Statements%20(Unaudited)) This section presents Galata Acquisition Corp.'s unaudited condensed financial statements and comprehensive explanatory notes [Condensed Balance Sheets](index=3&type=section&id=Condensed%20Balance%20Sheets) The Condensed Balance Sheets show Galata Acquisition Corp.'s financial position, with slight increases in assets and liabilities, and a larger accumulated deficit Condensed Balance Sheets | Metric | March 31, 2023 (Unaudited) ($) | December 31, 2022 (Audited) ($) | | :--------------------------------------- | :-------------------------- | :-------------------------- | | Cash | $142,759 | $251,865 | | Total Current Assets | $181,218 | $323,356 | | Investments held in Trust Account | $150,323,003 | $148,744,645 | | Total Assets | $150,504,221 | $149,068,001 | | Total Current Liabilities | $3,368,733 | $3,153,645 | | Total Liabilities | $8,399,983 | $8,184,895 | | Class A ordinary shares subject to possible redemption | $147,448,003 | $145,869,645 | | Accumulated Deficit | $(5,344,124) | $(4,986,898) | | Total Stockholders' Deficit | $(5,343,765) | $(4,986,539) | [Condensed Statements of Operations](index=4&type=section&id=Condensed%20Statements%20of%20Operations) The Condensed Statements of Operations show a shift from net loss in Q1 2022 to net income in Q1 2023, driven by increased interest income Condensed Statements of Operations | Metric | Three Months Ended March 31, 2023 ($) | Three Months Ended March 31, 2022 ($) | | :------------------------------------------------ | :-------------------------------- | :-------------------------------- | | General and administrative expenses | $357,226 | $838,607 | | Interest income | $1,578,358 | $13,846 | | Net income (loss) | $1,221,132 | $(824,761) | | Class A Ordinary Shares - Basic and diluted net income (loss) per ordinary share | $0.07 | $(0.05) | | Class B Ordinary Shares - Basic and diluted net income (loss) per ordinary share | $0.07 | $(0.05) | [Condensed Statements of Changes in Stockholders' Deficit](index=5&type=section&id=Condensed%20Statements%20of%20Changes%20in%20Stockholders'%20Deficit) This statement shows an increased accumulated deficit from January 1 to March 31, 2023, due to Class A share remeasurement, offset by net income Changes in Stockholders' Deficit (Q1 2023) | Metric | January 1, 2023 ($) | March 31, 2023 ($) | | :------------------------------------------------ | :-------------- | :------------- | | Balance, Accumulated Deficit | $(4,986,898) | $(5,344,124) | | Remeasurement of Class A ordinary shares to redemption value | N/A | $(1,578,358) | | Net income | N/A | $1,221,132 | | Balance, Total Stockholders' Deficit | $(4,986,539) | $(5,343,765) | Changes in Stockholders' Deficit (Q1 2022) | Metric | January 1, 2022 ($) | March 31, 2022 ($) | | :------------------------------------------------ | :-------------- | :------------- | | Balance, Accumulated Deficit | $(2,030,137) | $(2,854,898) | | Net loss | N/A | $(824,761) | | Balance, Total Stockholders' Deficit | $(2,029,778) | $(2,854,539) | [Condensed Statements of Cash Flows](index=6&type=section&id=Condensed%20Statements%20of%20Cash%20Flows) The Condensed Statements of Cash Flows show net cash used in operating activities, resulting in a net decrease in cash despite Q1 2023 net income Condensed Statements of Cash Flows | Metric | Three Months Ended March 31, 2023 ($) | Three Months Ended March 31, 2022 ($) | | :------------------------------------ | :-------------------------------- | :-------------------------------- | | Net income (loss) | $1,221,132 | $(824,761) | | Interest earned on assets held in Trust | $(1,578,358) | $(13,846) | | Net cash used in operating activities | $(109,106) | $(9,246) | | Cash at end of period | $142,759 | $601,680 | [Notes to Condensed Financial Statements (Unaudited)](index=7&type=section&id=Notes%20to%20Condensed%20Financial%20Statements%20(Unaudited)) These notes provide essential context for the condensed financial statements, covering the company's SPAC nature, Marti business combination, accounting policies, and subsequent events [NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND LIQUIDITY](index=7&type=section&id=NOTE%201.%20DESCRIPTION%20OF%20ORGANIZATION%20AND%20BUSINESS%20OPERATIONS%20AND%20LIQUIDITY) Galata Acquisition Corp., a SPAC, faces significant liquidity challenges and going concern doubt due to uncertainties in completing its business combination with Marti by July 2023 - Company incorporated on February 26, 2021, as a Special Purpose Acquisition Company (SPAC) to effect a business combination[20](index=20&type=chunk) - Initial Public Offering (IPO) consummated on July 13, 2021, raising **$125,000,000** from **12,500,000 units**, with an additional **$18,750,000** from the over-allotment option[23](index=23&type=chunk)[25](index=25&type=chunk) - An aggregate of **$146,625,000** from IPO and Private Placement proceeds was placed in a Trust Account, to be invested in U.S. government securities or money market funds[27](index=27&type=chunk) - Entered into a Business Combination Agreement with Marti Technologies Inc. on July 29, 2022, with an expected completion in Q2 or Q3 2023[39](index=39&type=chunk)[40](index=40&type=chunk) - Marti waived the BCA Minimum Cash Condition (**$50,000,000**) on December 23, 2022[42](index=42&type=chunk) - Amendment No. 1 to the Business Combination Agreement (April 28, 2023) formally removed the BCA Minimum Cash Condition and extended the termination date to July 31, 2023[43](index=43&type=chunk) - Subscription Agreements for Convertible Notes totaling **$47,500,000** were entered into with PIPE Investors, with interest rates and minimum cash conditions amended[48](index=48&type=chunk)[49](index=49&type=chunk)[50](index=50&type=chunk) - As of March 31, 2023, the company had a cash balance of **$142,759** and a working capital deficit of **$3,187,515**[55](index=55&type=chunk) - Management has determined there is substantial doubt about the company's ability to continue as a going concern due to insufficient liquidity and uncertainty in consummating a business combination by July 13, 2023[56](index=56&type=chunk) [NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES](index=16&type=section&id=NOTE%202.%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES) This note details accounting policies for unaudited condensed financial statements, covering GAAP, emerging growth status, investments, share redemption, and fair value measurements - Unaudited condensed financial statements prepared in accordance with GAAP for interim financial information and SEC regulations[59](index=59&type=chunk)[60](index=60&type=chunk) - Company is an 'emerging growth company' and has elected not to opt out of the extended transition period for new or revised financial accounting standards[63](index=63&type=chunk)[64](index=64&type=chunk) - Investments held in the Trust Account were **$150,323,003** (March 31, 2023) and **$148,744,645** (December 31, 2022), consisting of a money market fund carried at fair value (Level 1)[68](index=68&type=chunk)[100](index=100&type=chunk) - Class A ordinary shares subject to possible redemption are classified as temporary equity due to redemption rights outside the company's control, with changes in redemption value recognized immediately[72](index=72&type=chunk) Class A Ordinary Shares Subject to Redemption | Item | March 31, 2023 ($) | December 31, 2022 ($) | | :------------------------------------------ | :------------- | :---------------- | | Class A ordinary shares subject to possible redemption | $147,448,003 | $145,869,645 | | Remeasurement of carrying value to redemption value (Q1 2023) | $1,578,358 | N/A | | Remeasurement of carrying value to redemption value (FY 2022) | N/A | $2,119,645 | - Net income (loss) per share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding, with Class A and Class B shares presented as one class for calculation[78](index=78&type=chunk)[79](index=79&type=chunk) [NOTE 3. INITIAL PUBLIC OFFERING](index=24&type=section&id=NOTE%203.%20INITIAL%20PUBLIC%20OFFERING) The company completed its IPO on July 13, 2021, selling **12,500,000 units** at **$10.00** each, generating **$143,750,000** total gross proceeds including over-allotment IPO Details | IPO Detail | Amount ($) | | :-------------------------------- | :------------- | | Units sold in IPO | 12,500,000 | | Price per Unit | $10.00 | | Gross proceeds from IPO | $125,000,000 | | Additional Units from over-allotment | 1,875,000 | | Gross proceeds from over-allotment | $18,750,000 | | Total Gross Proceeds | $143,750,000 | [NOTE 4. PRIVATE PLACEMENT](index=24&type=section&id=NOTE%204.%20PRIVATE%20PLACEMENT) Concurrently with the IPO, the Sponsor purchased **7,250,000 Private Placement Warrants** for **$7,250,000**, with proceeds added to the Trust Account and subject to restrictions Private Placement Details | Private Placement Detail | Amount ($) | | :-------------------------------- | :------------- | | Private Placement Warrants sold | 7,250,000 | | Price per Private Placement Warrant | $1.00 | | Total proceeds from Private Placement | $7,250,000 | - Proceeds from Private Placement Warrants were added to the Trust Account[87](index=87&type=chunk) - Sponsor and officers/directors agreed to lock-up restrictions on Private Placement Warrants for 30 days post-Business Combination[88](index=88&type=chunk) [NOTE 5. RELATED PARTY TRANSACTIONS](index=24&type=section&id=NOTE%205.%20RELATED%20PARTY%20TRANSACTIONS) This note details related party transactions, including Founder Shares, a Sponsor promissory note, potential Working Capital Loans, and a convertible note with Callaway Capital Management - Sponsor purchased **3,593,750 Class B ordinary shares (Founder Shares)** for **$25,000**[89](index=89&type=chunk) - Founder Shares are subject to lock-up restrictions until one year after Business Combination or specific share price thresholds are met[90](index=90&type=chunk) - Unsecured promissory note from Sponsor for up to **$250,000**; no amount outstanding as of March 31, 2023, and December 31, 2022[91](index=91&type=chunk) - Callaway Capital Management, an affiliate of a director, has an option to subscribe for up to **$40,000,000** in Convertible Notes[93](index=93&type=chunk) [NOTE 6. COMMITMENTS AND CONTINGENCIES](index=26&type=section&id=NOTE%206.%20COMMITMENTS%20AND%20CONTINGENCIES) The company has commitments for registration rights and a **$5,031,250** deferred underwriting fee, payable only upon Business Combination completion - Holders of Founder Shares, Private Placement Warrants, and Working Capital Loan warrants are entitled to registration rights[94](index=94&type=chunk) - Underwriters are entitled to a deferred fee of **$5,031,250**, payable only if the company completes a Business Combination[96](index=96&type=chunk) [NOTE 7. FAIR VALUE MEASUREMENTS](index=28&type=section&id=NOTE%207.%20FAIR%20VALUE%20MEASUREMENTS) The company applies ASC 820 for fair value measurements, classifying assets and liabilities into a three-level hierarchy, with Trust Account securities using Level 1 inputs - Fair value hierarchy classifies inputs as Level 1 (quoted prices in active markets), Level 2 (observable inputs other than Level 1), and Level 3 (unobservable inputs)[99](index=99&type=chunk) Fair Value of Marketable Securities | Asset | Fair Value (March 31, 2023) ($) | Fair Value (December 31, 2022) ($) | Fair Value Hierarchy Level | | :------------------------------------ | :-------------------------- | :--------------------------- | :------------------------- | | Marketable securities held in Trust Account | $150,323,003 | $148,744,645 | Level 1 | [NOTE 8. SHAREHOLDERS' DEFICIT](index=28&type=section&id=NOTE%208.%20SHAREHOLDERS'%20DEFICIT) This note outlines the company's authorized and outstanding share capital, including Class B ordinary shares and the terms of Public and Private Placement Warrants - Authorized share capital includes **1,000,000 preferred shares** (none issued), **200,000,000 Class A ordinary shares** (none issued/outstanding excluding redeemable shares), and **20,000,000 Class B ordinary shares** (**3,593,750** issued/outstanding)[101](index=101&type=chunk)[102](index=102&type=chunk)[103](index=103&type=chunk) - Class B ordinary shares convert to Class A ordinary shares on a one-for-one basis at the time of initial business combination, subject to anti-dilution adjustments[105](index=105&type=chunk) - Public Warrants become exercisable 30 days after Business Combination or 12 months from IPO closing, expiring five years after Business Combination or earlier upon redemption/liquidation[106](index=106&type=chunk) - Company may redeem outstanding Public Warrants at **$0.01** per warrant if Class A ordinary share price equals or exceeds **$18.00** for 10 trading days within a 20-trading day period[109](index=109&type=chunk) - Private Placement Warrants are identical to Public Warrants but are not transferable, assignable, or saleable until 30 days after Business Combination, with limited exceptions[112](index=112&type=chunk) [NOTE 9. SUBSEQUENT EVENTS](index=31&type=section&id=NOTE%209.%20SUBSEQUENT%20EVENTS) Subsequent events include BCA amendments removing minimum cash and extending termination, revised Convertible Note terms, removal of lock-up restrictions, and Callaway Capital's option for Convertible Notes - BCA Amendment (April 28, 2023) removed the **$50,000,000** minimum cash condition and extended the Business Combination Agreement termination date to July 31, 2023[115](index=115&type=chunk) - Second PIPE Amendment (April 28, 2023) removed lock-up restrictions for PIPE Investors, decreased the Convertible Note conversion premium from **15.0% to 10.0%**, and introduced monthly conversion price resets[116](index=116&type=chunk) - Amendments to Letter Agreements (May 1, 2023) removed lock-up restrictions for the Sponsor and Insiders[120](index=120&type=chunk) - Callaway Subscription Agreement (May 4, 2023) grants Callaway or its designee an option to subscribe for up to **$40,000,000** aggregate principal amount of Convertible Notes[121](index=121&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=34&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section discusses Galata Acquisition Corp.'s financial condition, liquidity, and capital resources, highlighting its SPAC status, Marti business combination, and significant going concern uncertainty - Company is a SPAC with no operating revenue, focused on identifying and completing a business combination[126](index=126&type=chunk)[128](index=128&type=chunk) - Net income for the three months ended March 31, 2023, was **$1,221,132**, primarily from **$1,578,358** in interest income on Trust assets, offset by **$357,226** in general and administrative expenses[155](index=155&type=chunk) - As of March 31, 2023, cash was **$142,759**, and there was a working capital deficit of **$3,187,515**[156](index=156&type=chunk) - Net cash used in operating activities was **$109,106** for the three months ended March 31, 2023[156](index=156&type=chunk) - Substantial doubt exists about the company's ability to continue as a going concern due to insufficient liquidity and the uncertainty of completing a business combination by July 13, 2023[160](index=160&type=chunk) - No off-balance sheet arrangements or long-term debt/capital lease obligations as of March 31, 2023[161](index=161&type=chunk)[162](index=162&type=chunk) - Underwriters are entitled to a deferred fee of **$5,031,250**, contingent on the completion of an initial business combination[164](index=164&type=chunk)[167](index=167&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=46&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, Galata Acquisition Corp. is exempt from detailed market risk disclosures - Company is a smaller reporting company and is not required to provide detailed market risk disclosures[173](index=173&type=chunk) [Item 4. Controls and Procedures](index=46&type=section&id=Item%204.%20Controls%20and%20Procedures) Disclosure controls and procedures were ineffective as of March 31, 2023, due to material weaknesses, though management believes financial statements are fairly presented - Disclosure controls and procedures were **not effective** as of March 31, 2023[175](index=175&type=chunk) - Material weaknesses identified in internal controls related to accounting for complex financial instruments and timely period-end reconciliation of account-level balances[175](index=175&type=chunk) - Management performed additional analysis to ensure fair presentation of condensed financial statements despite material weaknesses[175](index=175&type=chunk) - No change in internal control over financial reporting occurred during the quarter, except as noted[176](index=176&type=chunk) [PART II. OTHER INFORMATION](index=48&type=section&id=PART%20II.%20OTHER%20INFORMATION) This section covers legal proceedings, risk factors, equity sales, and other disclosures for Galata Acquisition Corp [Item 1. Legal Proceedings](index=48&type=section&id=Item%201.%20Legal%20Proceedings) Galata Acquisition Corp. reports no legal proceedings as of the date of this Quarterly Report on Form 10-Q - No legal proceedings to report[179](index=179&type=chunk) [Item 1A. Risk Factors](index=48&type=section&id=Item%201A.%20Risk%20Factors) This section highlights new or updated risk factors, including adverse market conditions, economic uncertainty, and the U.S. debt ceiling's potential impact on the Business Combination - No material changes to previously disclosed risk factors, except as noted[180](index=180&type=chunk) - Market conditions, economic uncertainty, or downturns (e.g., instability in banking systems, increasing interest rates, high inflation, potential recession, U.S. debt ceiling issues) could adversely affect the company's business and ability to consummate a Business Combination[181](index=181&type=chunk)[182](index=182&type=chunk) - For a complete list of risks related to the proposed business combination with Marti, refer to the 'Risk Factors' section in Form F-4[180](index=180&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=48&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This item details unregistered equity sales, including Founder Shares and Private Placement Warrants, and the intended use of proceeds from the Trust Account and outside funds - Issued **3,593,750 Founder Shares** to the Sponsor for **$25,000** in March 2021[183](index=183&type=chunk) - Sold **6,500,000 Private Placement Warrants** at **$1.00** each to the Sponsor concurrently with the IPO, and an additional **750,000 Private Placement Warrants** with the over-allotment option[184](index=184&type=chunk)[186](index=186&type=chunk) - Substantially all funds in the Trust Account (including interest, less deferred underwriting commissions) are intended for the initial business combination[187](index=187&type=chunk) - Approximately **$500,000** of proceeds held outside the Trust Account will be used for identifying and evaluating target businesses, due diligence, and structuring the business combination[188](index=188&type=chunk) [Item 3. Defaults Upon Senior Securities](index=50&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) Galata Acquisition Corp. reports no defaults upon senior securities - No defaults upon senior securities[190](index=190&type=chunk) [Item 4. Mine Safety Disclosures](index=50&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to Galata Acquisition Corp.'s operations - Mine Safety Disclosures are not applicable to the company[191](index=191&type=chunk) [Item 5. Other Information](index=50&type=section&id=Item%205.%20Other%20Information) There is no other information to report under this item - No other information to report[192](index=192&type=chunk) [Item 6. Exhibits](index=51&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed, including key amendments to agreements and required certifications for the Quarterly Report - Key exhibits include Amendment No. 1 to the Business Combination Agreement, Form of Revised Indenture, Form of Amendment to Convertible Note Subscription Agreement, and Forms of Amendment to Sponsor and Insider Letter Agreements[195](index=195&type=chunk) - Certifications of the Chief Executive Officer and Chief Financial Officer pursuant to Sarbanes-Oxley Act Sections 302 and 906 are furnished[195](index=195&type=chunk)
Marti Technologies(MRT) - 2022 Q4 - Annual Report
2023-03-31 20:23
Part I [Business](index=6&type=section&id=ITEM%201.%20BUSINESS) A Cayman Islands SPAC formed to merge with a technology-enabled financial services business in emerging markets - The company is a blank check company formed to effect a merger, focusing on **technology-enabled financial services** businesses in emerging markets[18](index=18&type=chunk)[19](index=19&type=chunk) Initial Public Offering (IPO) and Trust Account | Item | Details | | :--- | :--- | | **IPO Date** | July 9, 2021 (initial) & July 15, 2021 (over-allotment) | | **Total Units Sold** | 14,375,000 (12,500,000 initial + 1,875,000 over-allotment) | | **Total Gross Proceeds** | $143,750,000 | | **Private Placement Warrants** | 7,250,000 warrants sold to Sponsor for $7,250,000 | | **Amount Placed in Trust Account** | $146,625,000 | - On July 29, 2022, the Company entered into a **Business Combination Agreement with Marti Technologies Inc.** ("Marti"), expected to be completed in the second quarter of 2023[25](index=25&type=chunk)[27](index=27&type=chunk) - The company must complete its initial business combination by **July 13, 2023**, or it will cease operations, redeem all public shares, and liquidate[40](index=40&type=chunk) [Risk Factors](index=16&type=section&id=ITEM%201A.%20RISK%20FACTORS) The company faces significant risks including failure to complete its business combination, macroeconomic pressures, and delisting - There is a risk the company may not complete its business combination with Marti Technologies, Inc, resulting in **liquidation and worthless warrants**[13](index=13&type=chunk)[71](index=71&type=chunk) - The search for a business combination is adversely affected by the **COVID-19 pandemic, inflation, and other geopolitical events**[13](index=13&type=chunk)[68](index=68&type=chunk)[148](index=148&type=chunk) - The company's initial shareholders and sponsor have a **conflict of interest**, as they will lose their entire investment if a business combination is not completed[102](index=102&type=chunk)[103](index=103&type=chunk) - As a Cayman Islands company, investors may face difficulties in **protecting their interests and enforcing rights** through U.S. federal courts[15](index=15&type=chunk)[206](index=206&type=chunk) - The NYSE American may delist the company's securities for **non-compliance with the minimum public stockholder requirement**[158](index=158&type=chunk)[159](index=159&type=chunk) - The company's status as an emerging growth company allows for **reduced disclosure requirements**, potentially making its securities less attractive[15](index=15&type=chunk)[200](index=200&type=chunk) - The company has concluded its disclosure controls and procedures were **not effective** as of December 31, 2022, due to material weaknesses in internal controls[211](index=211&type=chunk)[275](index=275&type=chunk) [Unresolved Staff Comments](index=72&type=section&id=ITEM%201B.%20UNRESOLVED%20STAFF%20COMMENTS) The company reports no unresolved staff comments from the SEC - Not applicable[215](index=215&type=chunk) [Property](index=72&type=section&id=ITEM%202.%20PROPERTY) The company's executive office space is provided by its Sponsor at no charge - The company's executive office is located in Washington, DC, and the space is **provided by the Sponsor at no charge**[216](index=216&type=chunk) [Legal Proceedings](index=72&type=section&id=ITEM%203.%20LEGAL%20PROCEEDINGS) The company has received two demand letters from purported stockholders regarding the proposed business combination with Marti - In January 2023, the Company received two demand letters from purported stockholders alleging **failure to disclose material information** regarding the Business Combination Agreement[217](index=217&type=chunk) - The company acknowledges that **additional lawsuits may be filed**, which could delay or prevent the transaction and result in substantial costs[218](index=218&type=chunk) [Mine Safety Disclosures](index=72&type=section&id=ITEM%204.%20MINE%20SAFETY%20DISCLOSURES) This item is not applicable to the company's operations - Not applicable[219](index=219&type=chunk) Part II [Market for Common Equity and Related Shareholder Matters and Issuer Purchases of Equity Securities](index=73&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 no dividends have been paid - The company's Units, Class A Ordinary Shares, and Public Warrants are listed on the NYSE American under the symbols **"GLTA.U," "GLTA," and "GLTA WS,"** respectively[222](index=222&type=chunk) - **No cash dividends have been paid** to date, and none are intended prior to a business combination[224](index=224&type=chunk) - The company issued **3,593,750 Founder Shares** and sold **7,250,000 Private Placement Warrants** to its Sponsor as unregistered securities[225](index=225&type=chunk)[226](index=226&type=chunk) [[Reserved]](index=75&type=section&id=ITEM%206.%20%5BReserved%5D) This item is reserved and contains no information [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=75&type=section&id=ITEM%207.%20MANAGEMENT'S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) The pre-revenue SPAC reported a net loss for 2022 and faces going concern risks without a business combination - The company entered into a **Business Combination Agreement with Marti** and related Subscription Agreements for **$49.5 million in convertible notes**[238](index=238&type=chunk)[240](index=240&type=chunk)[246](index=246&type=chunk) Results of Operations | Period | Net Loss | Key Components | | :--- | :--- | :--- | | **Year ended Dec 31, 2022** | $837,116 | $2,951,973 in G&A expenses, partially offset by $2,114,858 in interest income | | **Feb 26, 2021 - Dec 31, 2021** | $841,299 | Primarily consisted of G&A expenses | Liquidity and Capital Resources (as of Dec 31, 2022) | Metric | Amount | | :--- | :--- | | **Cash** | $251,865 | | **Working Capital Deficit** | $2,830,289 | - The company has a **deferred underwriting fee of $5,031,250**, payable only upon completion of an Initial Business Combination[262](index=262&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=84&type=section&id=ITEM%207A.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) As a smaller reporting company, this information is not required - The company is a smaller reporting company and is **not required to provide the information** under this item[271](index=271&type=chunk) [Financial Statements and Supplementary Data](index=84&type=section&id=ITEM%208.%20FINANCIAL%20STATEMENTS%20AND%20SUPPLEMENTARY%20DATA) The company's financial statements are incorporated by reference and included later in the report - The financial statements are **incorporated by reference** and appear after Item 16[272](index=272&type=chunk) [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=84&type=section&id=ITEM%209.%20CHANGES%20IN%20AND%20DISAGREEMENTS%20WITH%20ACCOUNTANTS%20ON%20ACCOUNTING%20AND%20FINANCIAL%20DISCLOSURE.) The company reports no changes in or disagreements with its accountants - None reported[273](index=273&type=chunk) [Controls and Procedures](index=84&type=section&id=ITEM%209A.%20CONTROLS%20AND%20PROCEDURES) Management concluded that disclosure controls and procedures were not effective due to material weaknesses - Management concluded that as of December 31, 2022, the company's **disclosure controls and procedures were not effective**[276](index=276&type=chunk) - The ineffectiveness was due to **material weaknesses in internal control** over financial reporting, related to complex equity transactions and account reconciliations[275](index=275&type=chunk)[278](index=278&type=chunk) [Other Information](index=86&type=section&id=ITEM%209B.%20OTHER%20INFORMATION) The company reports no other information for this item - None[279](index=279&type=chunk) [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](index=86&type=section&id=ITEM%209C.%20DISCLOSURE%20REGARDING%20FOREIGN%20JURISDICTIONS%20THAT%20PREVENT%20INSPECTIONS) This item is not applicable to the company - Not applicable[280](index=280&type=chunk) Part III [Directors and Executive Officers of the Registrant](index=87&type=section&id=ITEM%2010.%20DIRECTORS%20AND%20EXECUTIVE%20OFFICERS%20OF%20THE%20REGISTRANT) This section details the company's leadership team, staggered board structure, and board committees 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, creating a **staggered board structure**[290](index=290&type=chunk) - The board has determined that **Adam S. Metz, Shelley Guiley, and Tim Shannon are independent directors**[293](index=293&type=chunk) - The company has established an audit committee, a compensation committee, and a nominating and corporate governance committee, **each composed of the three independent directors**[295](index=295&type=chunk)[296](index=296&type=chunk)[302](index=302&type=chunk)[308](index=308&type=chunk) [Executive Compensation](index=96&type=section&id=ITEM%2011.%20EXECUTIVE%20COMPENSATION) No officers or directors have received cash compensation, with payments limited to expense reimbursements - **No cash compensation has been paid** to any officers or directors for services rendered[311](index=311&type=chunk) - Prior to a business combination, payments are limited to **reimbursement of out-of-pocket expenses** and repayment of up to $250,000 in loans[311](index=311&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters](index=96&type=section&id=ITEM%2012.%20SECURITY%20OWNERSHIP%20OF%20CERTAIN%20BENEFICIAL%20OWNERS%20AND%20MANAGEMENT%20AND%20RELATED%20SHAREHOLDER%20MATTERS) The Sponsor and management group each hold 19.9% beneficial ownership, with certain securities subject to lock-up provisions Beneficial Ownership (as of Dec 31, 2022) | Holder | Approximate Percentage of Outstanding Ordinary Shares | | :--- | :--- | | Galata Acquisition Sponsor, LLC | 19.9 % | | All directors and executive officers as a group | 19.9 % | | Weiss Asset Management LP | 6.9 % | - The Founder Shares and Private Placement Warrants are subject to **lock-up provisions** that restrict their transfer until after an initial business combination[318](index=318&type=chunk) - As of December 31, 2022, the company had **no equity compensation plans**[319](index=319&type=chunk) [Certain Relationships and Related Transactions, and Director Independence](index=99&type=section&id=ITEM%2013.%20CERTAIN%20RELATIONSHIPS%20AND%20RELATED%20TRANSACTIONS%2C%20AND%20DIRECTOR%20INDEPENDENCE) Information regarding related party transactions is incorporated by reference from prior filings - Information regarding certain relationships and related transactions is **incorporated by reference** from the company's prospectus and Form F-4[320](index=320&type=chunk)[321](index=321&type=chunk) [Principal Accounting Fees and Services](index=99&type=section&id=ITEM%2014.%20PRINCIPAL%20ACCOUNTING%20FEES%20AND%20SERVICES.) This section discloses audit fees paid to the independent accounting firm Marcum LLP Audit Fees Paid to Marcum LLP | Period | Audit Fees | | :--- | :--- | | **For the period ended December 31, 2022** | $94,144 | | **For the period ended December 31, 2021** | $149,357 | - **No audit-related, tax, or other fees** were paid to the accounting firm for the years ended December 31, 2022 or 2021[323](index=323&type=chunk)[325](index=325&type=chunk)[326](index=326&type=chunk) [Exhibits, Financial Statements, and Schedules](index=102&type=section&id=ITEM%2015.%20EXHIBITS%2C%20FINANCIAL%20STATEMENTS%2C%20AND%20SCHEDULES) This item 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**[329](index=329&type=chunk) [Form 10-K Summary](index=102&type=section&id=ITEM%2016.%20FORM%2010-K%20SUMMARY) The company reports no summary for this item - None[330](index=330&type=chunk) Financial Statements [Report of Independent Registered Public Accounting Firm](index=104&type=section&id=Report%20of%20Independent%20Registered%20Public%20Accounting%20Firm) The auditor's report expresses substantial doubt about the company's ability to continue as a going concern - The auditor's report includes a **"Going Concern" paragraph**, raising substantial doubt about the Company's ability to continue due to its working capital deficiency and business combination deadline[336](index=336&type=chunk) [Financial Statements Data](index=106&type=section&id=Financial%20Statements%20Data) The financial statements show a stockholders' deficit of $5.0 million and a net loss of $837,116 for 2022 Balance Sheet Summary (as of December 31, 2022) | Account | Amount (USD) | | :--- | :--- | | **Total Assets** | **$149,068,001** | | *Investments held in Trust Account* | $148,744,645 | | **Total Liabilities** | **$8,184,895** | | *Deferred underwriting commission* | $5,031,250 | | **Class A ordinary shares subject to possible redemption** | **$145,869,645** | | **Total Stockholders' Deficit** | **($4,986,539)** | Statement of Operations Summary (For the Year Ended December 31, 2022) | Account | Amount (USD) | | :--- | :--- | | General and administrative expenses | $2,951,973 | | Interest income | $2,114,858 | | **Net loss** | **($837,116)** | - The company has until **July 13, 2023** to consummate a Business Combination, or it must liquidate[372](index=372&type=chunk) - On February 1, 2023, the company received a **notice of non-compliance from the NYSE American** for having fewer than the required 300 public shareholders[448](index=448&type=chunk)
Marti Technologies(MRT) - 2022 Q3 - Quarterly Report
2022-11-10 22:50
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, 2022 ☐ 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 | | ...
Marti Technologies(MRT) - 2022 Q2 - Quarterly Report
2022-08-11 20:18
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 June 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to | | | | (Exact name of registrant as specified in its charter) | | | | --- | --- | --- | | Cayman Islands | 001-40588 | N/A | | (State or other jurisdic ...