Marti Technologies(MRT) - 2021 Q4 - Annual Report

Part I Business 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] - The company focuses on technology-enabled financial services businesses in emerging markets, including insurance, asset management, and payment processing[20] 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] - The initial business combination must have a fair market value of at least 80% of the assets held in the Trust Account[31] Risk Factors 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][66] - The COVID-19 pandemic could adversely affect the search for and consummation of a business combination[61] - A potential conflict of interest exists as the Sponsor will lose its entire investment if a business combination is not completed[94][95] - As a Cayman Islands company, investors may face difficulties in protecting their interests through U.S. federal courts[190][191] - A material weakness in internal control over financial reporting was identified related to accounting for complex equity transactions[196][197] Unresolved Staff Comments The company reports no unresolved comments from the staff of the Securities and Exchange Commission - Not applicable[200] Property 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] Legal Proceedings The company is not currently a party to any material legal proceedings - None[202] Mine Safety Disclosures This section is not applicable as the company's operations do not involve mining activities - Not applicable[203] Part II Market for Common Equity and Related Shareholder Matters 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] - The company has not paid any cash dividends and does not intend to do so prior to a business combination[208] - Approximately $500,000 of proceeds held outside the Trust Account are available for working capital[213] Management's Discussion and Analysis of Financial Condition and Results of Operations 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][217] 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] - Class A ordinary shares subject to possible redemption, totaling $143,750,000, are classified as temporary equity[235] Quantitative and Qualitative Disclosures About Market Risk 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] Financial Statements and Supplementary Data 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][305] Changes in and Disagreements with Accountants on Accounting and Financial Disclosure The company reports no disagreements with its accountants on any matter of accounting principles or practices - None[240] Controls and Procedures 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] - A material weakness was identified due to the improper accounting classification of certain Class A ordinary shares[242][243] - Remediation efforts are underway, including additional analyses and consulting with experts[246] Other Information The company reports no other material information required to be disclosed - None[247] Part III Directors and Executive Officers 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] - The board has three independent directors: Adam S. Metz, Shelley Guiley, and Tim Shannon[265] - The company has established Audit, Compensation, and Nominating and Corporate Governance committees[269][270][274][277] Executive Compensation 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] - The Sponsor and affiliates will be reimbursed for out-of-pocket expenses related to identifying a target business[281] - Up to $1,500,000 in working capital loans from the Sponsor may be converted into warrants at $1.00 per warrant[284] Security Ownership of Certain Beneficial Owners and Management 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] - As of December 31, 2021, the company had no equity compensation plans authorized for issuance[292] Certain Relationships and Related Transactions, and Director Independence 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] - The Sponsor provided a promissory note of up to $250,000 for offering-related expenses, which was fully repaid[377] - The Sponsor may provide Working Capital Loans up to $1,500,000, convertible into warrants at $1.00 per warrant[378] Principal Accounting Fees and Services 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] Exhibits, Financial Statements, and Schedules 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] Financial Statements Report of Independent Registered Public Accounting Firm 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] Financial Statements Data 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 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] - The company accounts for its 14,375,000 Class A ordinary shares subject to possible redemption as temporary equity[360][400] - The 7,187,500 Public Warrants and 7,250,000 Private Placement Warrants are classified as equity[399] - The underwriters are entitled to a deferred fee of $5,031,250, payable only upon completion of a Business Combination[382]