Marti Technologies(MRT) - 2022 Q4 - Annual Report

Part I Business 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][19] 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][27] - The company must complete its initial business combination by July 13, 2023, or it will cease operations, redeem all public shares, and liquidate[40] Risk Factors 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][71] - The search for a business combination is adversely affected by the COVID-19 pandemic, inflation, and other geopolitical events[13][68][148] - 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][103] - As a Cayman Islands company, investors may face difficulties in protecting their interests and enforcing rights through U.S. federal courts[15][206] - The NYSE American may delist the company's securities for non-compliance with the minimum public stockholder requirement[158][159] - The company's status as an emerging growth company allows for reduced disclosure requirements, potentially making its securities less attractive[15][200] - 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][275] Unresolved Staff Comments The company reports no unresolved staff comments from the SEC - Not applicable[215] Property 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] Legal Proceedings 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] - The company acknowledges that additional lawsuits may be filed, which could delay or prevent the transaction and result in substantial costs[218] Mine Safety Disclosures This item is not applicable to the company's operations - Not applicable[219] Part II Market for Common Equity and Related Shareholder Matters and Issuer Purchases of Equity Securities 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] - No cash dividends have been paid to date, and none are intended prior to a business combination[224] - The company issued 3,593,750 Founder Shares and sold 7,250,000 Private Placement Warrants to its Sponsor as unregistered securities[225][226] [Reserved] This item is reserved and contains no information Management's Discussion and Analysis of Financial Condition and Results of Operations 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][240][246] 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] Quantitative and Qualitative Disclosures About Market Risk 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] Financial Statements and Supplementary Data 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] Changes in and Disagreements with Accountants on Accounting and Financial Disclosure The company reports no changes in or disagreements with its accountants - None reported[273] Controls and Procedures 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] - The ineffectiveness was due to material weaknesses in internal control over financial reporting, related to complex equity transactions and account reconciliations[275][278] Other Information The company reports no other information for this item - None[279] Disclosure Regarding Foreign Jurisdictions that Prevent Inspections This item is not applicable to the company - Not applicable[280] Part III Directors and Executive Officers of the Registrant 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] - The board has determined that Adam S. Metz, Shelley Guiley, and Tim Shannon are independent directors[293] - 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][296][302][308] Executive Compensation 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] - 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] Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters 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] - As of December 31, 2022, the company had no equity compensation plans[319] Certain Relationships and Related Transactions, and Director Independence 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][321] Principal Accounting Fees and Services 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][325][326] Exhibits, Financial Statements, and Schedules 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] Form 10-K Summary The company reports no summary for this item - None[330] Financial Statements Report of Independent Registered Public Accounting Firm 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] Financial Statements Data 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] - 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]