As filed with the Securities and Exchange Commission on January 7, 2025
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MARTI TECHNOLOGIES, INC.
(Exact name of Registrant as specified in its charter)
| Cayman Islands | Not applicable | |
|
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
Buyukdere Cd. No:237
Maslak, 34485
Sariyer/Istanbul, Türkiye
(Address of Principal Executive Offices) (Zip Code)
Marti Technologies, Inc. 2023 Incentive Award Plan, as amended
(Full Title of the Plan)
Cogency Global Inc.
122 East 42nd Street, 18th Floor
New York, NY 10168
(800) 221-0102
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Ryan J. Maierson
Daniel Breslin
Scott W. Westhoff
Latham & Watkins LLP
811 Main Street, Suite 3700
Houston, TX 77002
Tel: (713) 546-5400
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ |
| Emerging growth company | ☒ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
This Registration Statement is being filed by Marti Technologies, Inc. (the “Company”) pursuant to General Instruction E to Form S-8 to register 20,275,233 of Class A ordinary shares, par value $0.0001 per share, of the Company (“Ordinary Shares”), which may be issued under the Marti Technologies, Inc. 2023 Incentive Award Plan, as amended by the First Amendment to Marti Technologies, Inc. 2023 Incentive Award Plan (as amended, the “Plan”).
The Company previously registered an aggregate of 9,727,439 Ordinary Shares for issuance under the Plan by a registration statement on Form S-8 (File No. 333-274779) filed with the U.S. Securities and Exchange Commission (the “SEC”) on September 29, 2023 (the “Prior Registration Statement”). On December 24, 2024, the Company’s Board of Directors approved the First Amendment to Marti Technologies, Inc. 2023 Incentive Award Plan, which, among other things, increased the number of Ordinary Shares available for issuance under the Plan from 9,727,439 to 30,002,672.
The contents of the Prior Registration Statement are incorporated by reference into this Registration Statement in accordance with General Instruction E to Form S-8 to the extent not modified or superseded by the Prior Registration Statement, by the information included herein or by any subsequently filed document that is incorporated by reference in this Registration Statement or the Prior Registration Statement.
PART I
Item 1. Plan Information.
Not required to be filed with this Registration Statement.
Item 2. Registrant Information and Employee Plan Annual Information.
Not required to be filed with this Registration Statement.
1
PART II
Item 3. Incorporation of Documents by Reference.
Not required to be filed with this Registration Statement.
Item 4. Description of Securities.
Not required to be filed with this Registration Statement.
Item 5. Interests of Named Experts and Counsel.
Not required to be filed with this Registration Statement.
Item 6. Indemnification of Directors and Officers.
Not required to be filed with this Registration Statement.
Item 7. Exemption from Registration Claimed.
Not required to be filed with this Registration Statement.
Item 8. Exhibits.
II-1
Item 9. Undertakings.
| (a) | The undersigned registrant hereby undertakes: |
| (1) | To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: |
| (i) | To include any prospectus required by section 10(a)(3) of the Securities Act of 1933 (the “Securities Act”); |
| (ii) | To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Filing Fee Tables” or “Calculation of Registration Fee” table, as applicable, in the effective registration statement; and |
| (iii) | To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; |
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is on Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the registrant pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) that are incorporated by reference in the registration statement.
| (2) | That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
| (3) | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
| (b) | The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
| (h) | Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. |
II-2
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Istanbul, Country of Türkiye, on January 7, 2025.
| Marti Technologies, Inc. | ||
| By: | /s/ Oguz Alper Öktem | |
| Name: | Oguz Alper Öktem | |
| Title: | Chief Executive Officer | |
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below does hereby constitute and appoint Oguz Alper Öktem as his or her true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and any subsequent registration statement filed by the registrant pursuant to Rule 462(b) of the Securities Act, and to file or cause to be filed the same, with all exhibits thereto, and other documents in connection therewith, with the SEC, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
| NAME | POSITION | DATE | ||
| /s/ Oguz Alper Öktem | Chief Executive Officer and Director | January 7, 2025 | ||
| Oguz Alper Öktem | (principal executive officer) | |||
| /s/ Deniz Terlemez | Interim Chief Financial Officer | January 7, 2025 | ||
| Deniz Terlemez | (principal financial officer and principal accounting officer) | |||
| /s/ Cankut Durgun | President and Director | January 7, 2025 | ||
| Cankut Durgun | ||||
| /s/ Daniel Freifeld | Independent Director | January 7, 2025 | ||
| Daniel Freifeld | ||||
| /s/ Alex Spiro | Independent Director | January 7, 2025 | ||
| Alex Spiro | ||||
| /s/ Kerry Healey | Independent Director | January 7, 2025 | ||
| Kerry Healey | ||||
| /s/ Douglas Lute | Independent Director | January 7, 2025 | ||
| Douglas Lute | ||||
| /s/ Agah Ugur | Independent Director | January 7, 2025 | ||
| Agah Ugur |
II-3
AUTHORIZED REPRESENTATIVE
Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Marti Technologies, Inc. has signed this registration statement on January 7, 2025.
| Cogency Global Inc. | ||
| By: | /s/ Colleen A. DeVries | |
| Name: | Colleen A. DeVries | |
| Title: | Sr. Vice President on behalf of Cogency Global Inc. | |
II-4