```markdown Part I [ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)](index=3&type=section&id=ITEM%201.%20FINANCIAL%20STATEMENTS%20(UNAUDITED)) This section presents the unaudited condensed financial statements of Galata Acquisition Corp., including the balance sheets, statements of operations, changes in stockholders' equity (deficit), and cash flows, along with detailed notes explaining the company's organization, accounting policies, IPO, private placement, related party transactions, commitments, fair value measurements, and equity structure [Condensed Balance Sheets (Unaudited)](index=3&type=section&id=Condensed%20Balance%20Sheets%20(Unaudited)) The condensed balance sheets show the company's financial position as of March 31, 2022, compared to December 31, 2021, highlighting changes in cash, investments held in the Trust Account, liabilities, and stockholders' deficit | ASSETS / LIABILITIES | March 31, 2022 | December 31, 2021 | | :------------------------------------------------ | :------------- | :---------------- | | Cash | $601,680 | $610,926 | | Investments held in Trust Account | $146,643,633 | $146,629,787 | | Total Assets | $147,415,900 | $147,457,696 | | Accrued expenses | $1,489,189 | $706,224 | | Deferred underwriting commission | $5,031,250 | $5,031,250 | | Total Liabilities | $6,520,439 | $5,737,474 | | Class A ordinary shares subject to possible redemption | $143,750,000 | $143,750,000 | | Total Stockholders' Deficit | $(2,854,539) | $(2,029,778) | - Cash decreased by **$9,246** from December 31, 2021, to March 31, 2022, while investments in the Trust Account slightly increased[10](index=10&type=chunk) - Accrued expenses significantly increased from **$706,224** to **$1,489,189**, contributing to a rise in total liabilities[10](index=10&type=chunk) [Condensed Statements of Operations (Unaudited)](index=4&type=section&id=Condensed%20Statements%20of%20Operations%20(Unaudited)) The statements of operations show the company's financial performance, reporting a net loss for the three months ended March 31, 2022, primarily due to general and administrative expenses, partially offset by interest income | Metric | Three Months Ended March 31, 2022 | Period from Inception (Feb 26, 2021) Through March 31, 2021 | | :------------------------------------ | :-------------------------------- | :------------------------------------------------------- | | General and administrative expenses | $838,607 | $500 | | Interest income | $13,846 | — | | Net loss | $(824,761) | $(500) | | Class A ordinary shares - Basic and diluted net loss per ordinary share | $(0.05) | $(0.00) | | Class B ordinary shares - Basic and diluted net loss per ordinary share | $(0.05) | $(0.00) | - The company reported a net loss of **$824,761** for the three months ended March 31, 2022, a significant increase from the **$500** net loss for the period from inception through March 31, 2021[12](index=12&type=chunk) - General and administrative expenses were the primary driver of the net loss, totaling **$838,607** for the three months ended March 31, 2022[12](index=12&type=chunk) [Condensed Statements of Changes in Stockholders' Equity (Deficit) (Unaudited)](index=5&type=section&id=Condensed%20Statements%20of%20Changes%20in%20Stockholders'%20Equity%20(Deficit)%20(Unaudited)) This statement details the changes in stockholders' equity (deficit) for the periods presented, primarily reflecting the impact of net loss on the accumulated deficit | Metric | Balance, January 1, 2022 | Net Loss | Balance, March 31, 2022 | | :---------------------- | :----------------------- | :--------- | :---------------------- | | Accumulated Deficit | $(2,030,137) | $(824,761) | $(2,854,898) | | Total Stockholders' Deficit | $(2,029,778) | $(824,761) | $(2,854,539) | - The accumulated deficit increased from **$(2,030,137)** at January 1, 2022, to **$(2,854,898)** at March 31, 2022, due to the net loss incurred during the quarter[14](index=14&type=chunk) [Condensed Statements of Cash Flows (Unaudited)](index=6&type=section&id=Condensed%20Statements%20of%20Cash%20Flows%20(Unaudited)) The cash flow statement outlines the sources and uses of cash, showing a net decrease in cash from operating activities for the three months ended March 31, 2022 | Metric | Three Months Ended March 31, 2022 | Period From Inception Through March 31, 2021 | | :------------------------------------ | :-------------------------------- | :--------------------------------------------- | | Net loss | $(824,761) | $(500) | | Net cash used in operating activities | $(9,246) | — | | Cash at beginning of period | $610,926 | — | | Cash at end of period | $601,680 | $610,926 | - Net cash used in operating activities was **$(9,246)** for the three months ended March 31, 2022, primarily driven by the net loss partially offset by changes in accrued expenses[17](index=17&type=chunk) - Cash at the end of the period decreased to **$601,680** from **$610,926** at the beginning of the period[17](index=17&type=chunk) [Notes to Condensed Financial Statements (Unaudited)](index=7&type=section&id=Notes%20to%20Condensed%20Financial%20Statements%20(Unaudited)) These notes provide detailed explanations and disclosures pertinent to the condensed financial statements, covering the company's business, significant accounting policies, IPO and private placement specifics, related party transactions, commitments, fair value measurements, and equity structure [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. was formed as a SPAC to effect a business combination, completed its IPO in July 2021, and placed $146.6 million in a Trust Account. The company has not commenced operations and generates non-operating interest income. Management has identified substantial doubt about the company's ability to continue as a going concern due to the limited business combination period - The Company was incorporated on February 26, 2021, as a Special Purpose Acquisition Company (SPAC) to effect a business combination[20](index=20&type=chunk) - The Initial Public Offering (IPO) was consummated on July 9, 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 the 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) - As of March 31, 2022, the Company had a cash balance of **$601,680** and a working capital deficit of **$753,546**[40](index=40&type=chunk) - Management has determined there is substantial doubt about the Company's ability to sustain operations for at least one year due to the limited business combination period[41](index=41&type=chunk) [NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES](index=12&type=section&id=NOTE%202.%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES) This note outlines the significant accounting policies, including the basis of presentation under GAAP for interim financial information, the company's status as an emerging growth company, and specific policies for cash, investments in trust, offering costs, redeemable Class A ordinary shares, income taxes, fair value measurements, and net loss per common share - The unaudited condensed financial statements are prepared in accordance with GAAP for interim financial information and SEC rules for interim reporting[44](index=44&type=chunk) - The Company is an 'emerging growth company' and has elected not to opt out of the extended transition period for complying with new or revised financial accounting standards[46](index=46&type=chunk)[49](index=49&type=chunk) - Investments held in the Trust Account, totaling **$146,643,633** as of March 31, 2022, consist of a money market fund carried at fair value[53](index=53&type=chunk) - Class A ordinary shares subject to possible redemption are classified as temporary equity, outside of stockholders' equity, due to redemption features outside the Company's control[56](index=56&type=chunk) - The Company does not reflect income taxes in its financial statements as there is no taxation imposed on income by the Government of the Cayman Islands[60](index=60&type=chunk) [NOTE 3. INITIAL PUBLIC OFFERING](index=17&type=section&id=NOTE%203.%20INITIAL%20PUBLIC%20OFFERING) This note details the Initial Public Offering (IPO) completed in July 2021, including the number of units sold, the offering price, and the exercise of the over-allotment option - On July 9, 2021, the Company sold **12,500,000** Units at **$10.00** per Unit, generating gross proceeds of **$125,000,000**[66](index=66&type=chunk) - Each Unit consisted of one Class A ordinary share and one-half of one redeemable warrant[66](index=66&type=chunk) - The underwriters exercised their over-allotment option in full on July 13, 2021, purchasing an additional **1,875,000** Units for **$18,750,000**[67](index=67&type=chunk) [NOTE 4. PRIVATE PLACEMENT](index=17&type=section&id=NOTE%204.%20PRIVATE%20PLACEMENT) This note describes the private placement of warrants to the Sponsor, which occurred simultaneously with the IPO and the over-allotment option closing, and the use of proceeds - Simultaneously with the IPO, the Sponsor purchased **7,250,000** Private Placement Warrants at **$1.00** each, totaling **$7,250,000**[68](index=68&type=chunk) - An additional **750,000** Private Placement Warrants were sold to the Sponsor at **$1.00** each upon the closing of the over-allotment option[69](index=69&type=chunk) - Proceeds from the Private Placement Warrants were added to the Trust Account and will be used to fund the redemption of Public Shares if a Business Combination is not completed[70](index=70&type=chunk) [NOTE 5. RELATED PARTY TRANSACTIONS](index=17&type=section&id=NOTE%205.%20RELATED%20PARTY%20TRANSACTIONS) This note details transactions with related parties, including the issuance of Founder Shares to the Sponsor, a promissory note from the Sponsor, potential working capital loans, and related party payables - The Sponsor purchased **3,593,750** Class B ordinary shares (Founder Shares) for **$25,000**, with no forfeiture occurring as the over-allotment option was fully exercised[72](index=72&type=chunk) - The Sponsor issued an unsecured, non-interest bearing promissory note to the Company for up to **$250,000**, with no amount outstanding as of March 31, 2022[74](index=74&type=chunk) - Working Capital Loans from the Sponsor or affiliates may be provided to finance transaction costs for a Business Combination, repayable without interest or convertible into warrants[75](index=75&type=chunk) - Related party payables included in accrued expenses were **$1,115** as of March 31, 2022, down from **$8,640** at December 31, 2021[76](index=76&type=chunk) [NOTE 6. COMMITMENTS AND CONTINGENCIES](index=19&type=section&id=NOTE%206.%20COMMITMENTS%20AND%20CONTINGENCIES) This note outlines the company's commitments and contingencies, including registration rights for certain security holders and the deferred underwriting commission payable upon completion of a business combination - Holders of Founder Shares, Private Placement Warrants, and warrants from Working Capital Loans are entitled to registration rights[77](index=77&type=chunk) - The underwriters are entitled to a deferred fee of **$5,031,250**, payable from the Trust Account only upon the completion of a Business Combination[79](index=79&type=chunk) [NOTE 7. FAIR VALUE MEASUREMENTS](index=21&type=section&id=NOTE%207.%20FAIR%20VALUE%20MEASUREMENTS) This note describes the company's fair value measurements, classifying marketable securities held in the Trust Account as Level 1 assets - The Company follows ASC 820 for fair value measurements, maximizing the use of observable inputs[80](index=80&type=chunk)[81](index=81&type=chunk) | Description | Level | March 31, 2022 | December 31, 2021 | | :------------------------------------ | :---- | :------------- | :---------------- | | Marketable securities held in the Trust Account | 1 | $146,643,633 | $146,629,787 | [NOTE 8. SHAREHOLDERS' EQUITY (DEFICIT)](index=21&type=section&id=NOTE%208.%20SHAREHOLDERS'%20EQUITY%20(DEFICIT)) This note details the company's authorized and outstanding share capital, including Preferred, Class A, and Class B ordinary shares, and the terms and conditions of Public and Private Warrants, including their exercise and redemption features - The Company is authorized to issue **1,000,000** preferred shares, **200,000,000** Class A ordinary shares, and **20,000,000** Class B ordinary shares[83](index=83&type=chunk)[84](index=84&type=chunk)[85](index=85&type=chunk) - As of March 31, 2022, there were no preferred or Class A ordinary shares issued and outstanding (excluding those subject to redemption), but **3,593,750** Class B ordinary shares were outstanding[83](index=83&type=chunk)[84](index=84&type=chunk)[85](index=85&type=chunk) - Public Warrants become exercisable on the later of 30 days after a Business Combination or 12 months from the IPO closing, and expire five years after a Business Combination or earlier upon redemption/liquidation[88](index=88&type=chunk) - The Company may redeem outstanding Public Warrants at **$0.01** per warrant if the Class A ordinary share price equals or exceeds **$18.00** for 10 trading days within a 20-trading day period[91](index=91&type=chunk)[93](index=93&type=chunk) [NOTE 9. SUBSEQUENT EVENTS](index=24&type=section&id=NOTE%209.%20SUBSEQUENT%20EVENTS) Management evaluated subsequent events up to the issuance date of the financial statements and identified no events requiring adjustment or disclosure - No subsequent events requiring adjustment or disclosure were identified by management up to the date the condensed financial statements were issued[97](index=97&type=chunk) [ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS](index=25&type=section&id=ITEM%202.%20MANAGEMENT'S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) This section provides management's perspective on the company's financial condition and results of operations, emphasizing its status as a SPAC, the lack of operating revenue, and the financial impact of its IPO and search for a business combination. It also discusses liquidity, capital resources, and critical accounting policies [Note Regarding Forward-Looking Statements](index=25&type=section&id=Note%20Regarding%20Forward-Looking%20Statements) This sub-section highlights that the report contains forward-looking statements based on current expectations, which are subject to known and unknown risks and uncertainties that could cause actual results to differ materially - The report includes forward-looking statements based on current expectations and projections, subject to known and unknown risks, uncertainties, and assumptions[100](index=100&type=chunk) [Overview](index=25&type=section&id=Overview) Galata Acquisition Corp. was formed as a SPAC in February 2021 to pursue a business combination, having completed its IPO in July 2021. The company currently has no operating revenue and its activities are focused on identifying a target business - The Company was formed on February 26, 2021, as a SPAC to effect a business combination, with efforts not limited to any particular industry or region[101](index=101&type=chunk) - The Company is an emerging growth company and currently has no operating revenue, generating non-operating income from interest on IPO proceeds[102](index=102&type=chunk)[103](index=103&type=chunk) - The IPO on July 9, 2021, generated **$125,000,000** from **12,500,000** Public Units, with an additional **$18,750,000** from the over-allotment option[104](index=104&type=chunk)[106](index=106&type=chunk) - Upon IPO, **$127,500,000** was placed in the Trust Account, and **$500,000** was held outside for working capital and expenses[105](index=105&type=chunk) [Results of Operations](index=27&type=section&id=Results%20of%20Operations) The company has not engaged in operations or generated revenue to date, with activities focused on organizational efforts and identifying a target business. For the three months ended March 31, 2022, the company reported a net loss primarily from general and administrative expenses - The Company has not engaged in operations or generated revenues to date, with activities focused on organizational efforts and identifying a target business[108](index=108&type=chunk) - For the three months ended March 31, 2022, the Company incurred a net loss of **$824,761**, primarily due to general and administrative expenses[109](index=109&type=chunk) [Liquidity and Capital Resources](index=27&type=section&id=Liquidity%20and%20Capital%20Resources) As of March 31, 2022, the company had $601,680 in cash and a working capital deficit of $753,546. The net decrease in cash was $9,246, primarily from operating activities. Management has identified substantial doubt about the company's ability to continue as a going concern due to the limited period for a business combination | Metric | March 31, 2022 | | :-------------------------- | :------------- | | Cash | $601,680 | | Working capital deficit | $(753,546) | | Net decrease in cash | $(9,246) | - Cash used in operating activities was **$9,246** for the three months ended March 31, 2022, driven by net loss offset by changes in accrued expenses[110](index=110&type=chunk) - Management has determined there is substantial doubt about the Company's ability to sustain operations for at least one year due to the uncertainty of consummating a business combination within the combination period[113](index=113&type=chunk) [Off-Balance Sheet Arrangements](index=27&type=section&id=Off-Balance%20Sheet%20Arrangements) As of March 31, 2022, the company did not have any off-balance sheet arrangements - The Company did not have any off-balance sheet arrangements as of March 31, 2022[114](index=114&type=chunk) [Contractual obligations](index=27&type=section&id=Contractual%20obligations) As of March 31, 2022, the company had no long-term debt, capital lease obligations, operating lease obligations, or long-term liabilities, other than the deferred underwriting fee - As of March 31, 2022, the Company did not have any long-term debt, capital lease obligations, operating lease obligations, or long-term liabilities[115](index=115&type=chunk) - The underwriters are entitled to a deferred fee of **$5,031,250**, which will be waived if the Company does not complete an Initial Business Combination[116](index=116&type=chunk) [Critical Accounting Policies](index=29&type=section&id=Critical%20Accounting%20Policies) This section discusses the critical accounting policies, including the use of estimates, fair value of financial instruments, net loss per ordinary share calculation, and the accounting for Class A ordinary shares subject to possible redemption. It also notes the adoption of ASU 2020-06 with no material impact - The preparation of financial statements requires management to make estimates and judgments, particularly for fair value of financial instruments and accrued expenses[117](index=117&type=chunk) - Net loss per ordinary share is computed by dividing net loss by the weighted average number of ordinary shares outstanding, with Class A and Class B shares presented as one class[118](index=118&type=chunk) - Class A ordinary shares subject to possible redemption are classified as temporary equity due to redemption rights outside the Company's control[119](index=119&type=chunk) - The adoption of ASU 2020-06 on January 1, 2022, did not have a material impact on the Company's financial position, results of operations, or cash flows[120](index=120&type=chunk) [ITEM 3. 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, Galata Acquisition Corp. is not required to provide quantitative and qualitative disclosures about market risk - The Company is a smaller reporting company and is exempt from providing quantitative and qualitative disclosures about market risk[122](index=122&type=chunk) [ITEM 4. CONTROLS AND PROCEDURES](index=31&type=section&id=ITEM%204.%20CONTROLS%20AND%20PROCEDURES) Management evaluated the effectiveness of disclosure controls and procedures as of March 31, 2022, concluding they were not effective due to material weaknesses in accounting for complex financial instruments and timely period-end reconciliations. However, additional analysis ensured fair presentation of financial statements - Disclosure controls and procedures were evaluated as not effective as of March 31, 2022[124](index=124&type=chunk) - Material weaknesses were identified in internal controls related to accounting for complex financial instruments and timely period-end reconciliation of account-level balances[124](index=124&type=chunk) - Despite weaknesses, management believes the condensed financial statements fairly present the financial position, results of operations, and cash flows after performing additional analysis[124](index=124&type=chunk) - No material changes in internal control over financial reporting occurred during the quarter, except for the noted weaknesses[125](index=125&type=chunk) Part II [ITEM 1. LEGAL PROCEEDINGS](index=32&type=section&id=ITEM%201.%20LEGAL%20PROCEEDINGS) The company reported no legal proceedings - There are no legal proceedings to report[128](index=128&type=chunk) [ITEM 1A. RISK FACTORS](index=32&type=section&id=ITEM%201A.%20RISK%20FACTORS) This section references previously disclosed risk factors and highlights new risks related to geopolitical conditions, specifically the Russia-Ukraine conflict and associated sanctions, which could materially affect the company's search for a business combination - No material changes to previously disclosed risk factors, except for those described in this report[129](index=129&type=chunk) - The search for a Business Combination may be adversely affected by geopolitical conditions resulting from the Russia-Ukraine conflict and subsequent sanctions[130](index=130&type=chunk)[131](index=131&type=chunk) - The specific impact of the Russia-Ukraine conflict and related sanctions on the Company's financial condition, results of operations, and cash flows is not determinable as of the financial statement date[131](index=131&type=chunk) [ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS](index=32&type=section&id=ITEM%202.%20UNREGISTERED%20SALES%20OF%20EQUITY%20SECURITIES%20AND%20USE%20OF%20PROCEEDS) This section details the unregistered sales of equity securities, including Founder Shares and Private Placement Warrants, and outlines the intended use of proceeds from the Trust Account and funds held outside the Trust Account for the initial business combination and working capital - In March 2021, **3,593,750** Founder Shares were issued to the Sponsor for **$25,000**, with no forfeiture due to the full exercise of the over-allotment option[132](index=132&type=chunk)[134](index=134&type=chunk) - The Company sold **6,500,000** Private Placement Warrants to the Sponsor for **$1.00** each during the IPO, and an additional **750,000** during the over-allotment option closing[133](index=133&type=chunk)[134](index=134&type=chunk) - Substantially all funds in the Trust Account (less deferred underwriting commissions) are intended for the initial business combination, with interest potentially used for taxes[135](index=135&type=chunk) - Approximately **$500,000** held outside the Trust Account will be used for identifying and evaluating target businesses, due diligence, and structuring the business combination[136](index=136&type=chunk) [ITEM 3. DEFAULTS UPON SENIOR SECURITIES](index=34&type=section&id=ITEM%203.%20DEFAULTS%20UPON%20SENIOR%20SECURITIES) The company reported no defaults upon senior securities - There are no defaults upon senior securities to report[139](index=139&type=chunk) [ITEM 4. MINE SAFETY DISCLOSURES](index=34&type=section&id=ITEM%204.%20MINE%20SAFETY%20DISCLOSURES) Mine safety disclosures are not applicable to the company - Mine safety disclosures are not applicable[140](index=140&type=chunk) [ITEM 5. OTHER INFORMATION](index=34&type=section&id=ITEM%205.%20OTHER%20INFORMATION) The company reported no other information - There is no other information to report[141](index=141&type=chunk) [ITEM 6. EXHIBITS](index=35&type=section&id=ITEM%206.%20EXHIBITS) This section lists the exhibits filed as part of the Quarterly Report, including certifications and XBRL documents - The report includes certifications from the Principal Executive Officer and Principal Financial Officer (Exhibits 31.1, 31.2, 32.1, 32.2)[144](index=144&type=chunk) - XBRL Instance Document and Taxonomy Extension Schema, Calculation, Definition, Label, and Presentation Linkbase Documents are filed[144](index=144&type=chunk) ```

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)