SEC Form SC 13D filed by Galata Acquisition Corp.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED

PURSUANT TO § 240.13d-2(a)

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No.  )*

Marti Technologies, Inc. (f/k/a Galata Acquisition Corp.)

(Name of Issuer)

Class A Ordinary Shares, $0.0001 par value

(Title of Class of Securities)

573134 103

(CUSIP Number)

Daniel Freifeld

c/o Galata Acquisition Sponsor, LLC

2001 S Street NW, Suite 320

Washington, DC 20009

Telephone Number: (202) 866-0901

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

July 10, 2023

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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This statement on Schedule 13D (this “Schedule 13D”) relates to the Class A ordinary shares, par value $0.0001 per share (“Class A Ordinary Shares”), of Marti Technologies, Inc. (f/k/a Galata Acquisition Corp.), a Cayman Islands exempted company (the “Issuer”). The principal executive offices of the Issuer are located at Buyukdere Cd. No:237, Maslak, 34485, Sariyer/Istanbul, Türkiye.

(a)

This Schedule 13D is filed on behalf of Galata Acquisition Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), Farragut Square Global Master Fund, LP, a Cayman Islands exempted limited partnership (“Farragut LP”), Farragut Square Global GP, LLC, a Delaware limited liability company (“Farragut GP”), Callaway Farragut, LLC, a Delaware limited liability company (“Callaway LLC”), and Daniel Freifeld (“Mr. Freifeld”). Farragut LP is the managing member of the Sponsor. Farragut GP is the general partner of Farragut LP. Callaway LLC is the managing member of Farragut GP. Mr. Freifeld is the managing member of Callaway LLC. Each of the foregoing is referred to as a “Reporting Person” and collectively, as the “Reporting Persons” in this Schedule 13D.

This Schedule 13D relates to (i) Class A Ordinary Shares of the Issuer, which were issued in exchange for the Class B ordinary shares, par value $0.0001 per share (the “Class B Ordinary Shares”), of the Issuer originally issued to the Sponsor pursuant to that certain Securities Purchase Agreement, dated as of March 18, 2021, by and between the Issuer and the Sponsor (the “Securities Purchase Agreement”); (ii) Class A Ordinary Shares underlying private placement warrants exercisable on a one-to-one basis (the “Private Placement Warrants”) pursuant to the Private Placement Warrant Purchase Agreement, dated as of July 8, 2021, by and between the Issuer and the Sponsor (the “Private Placement Warrant Purchase Agreement”); and (iii) Class A Ordinary Shares underlying convertible notes (the “Convertible Notes”) issued pursuant to that certain First Amended and Restated Convertible Note Subscription Agreement, dated as of December 9, 2022, by and between Marti Technologies I Inc. (f/k/a Marti Technologies Inc.), a Delaware corporation and direct, wholly-owned subsidiary of the Issuer (“Marti”), and Farragut LP (as amended, the “Pre-Fund Subscription Agreement”).

(b)	The address of the principal business and principal office of each of the Reporting Persons is 2001 S Street NW, Suite 320 Washington, DC 20009.

(c)	The Reporting Persons are primarily involved in investment activities, and the address of each Reporting Person is set forth in (b).

(d)	During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)

During the past five years, none of the Reporting Persons was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)	The Sponsor is a Delaware limited liability company. Farragut LP is a Cayman Islands exempted limited partnership. Farragut GP is a Delaware limited liability company. Callaway LLC is a Delaware limited liability company. Mr. Freifeld is a citizen of the United States.

The Sponsor acquired the Class B Ordinary Shares, the Private Placement Warrants and the Convertible Notes in exchange for cash consideration in the amount of $25,000, $7,250,000 and $15,000,000, respectively. The information set forth in Item 4 is incorporated by reference in its entirety into this Item 3.

The information set forth in Items 2 and 6 of this Schedule 13D is incorporated by reference in its entirety into this Item 4.

The Reporting Persons purchased the Class A Ordinary Shares and/or the right to acquire the Class A Ordinary Shares, as applicable, discussed below for investment purposes.

Class A Ordinary Shares

In connection with the organization of the Issuer, the Sponsor purchased 3,593,750 Class B Ordinary Shares pursuant to the Securities Purchase Agreement. On May 14, 2021, the Sponsor transferred and assigned 15,000 Class B Ordinary Shares to Gala Investments, LLC, a Delaware limited liability company (“Gala”) controlled by an advisor to the Issuer. As described in the Issuer’s definitive proxy statement/prospectus (the “Proxy Statement/Prospectus”) filed with the Securities and Exchange Commission (the “SEC”) on June 22, 2023, immediately before the Effective Time of the merger (as defined in the Proxy Statement/Prospectus), the Class B Ordinary Shares converted, on a one-for-one basis, into Class A Ordinary Shares of the Issuer. The Sponsor holds 3,578,750 Class A Ordinary Shares as a result of such conversion. The summary of such Securities Purchase Agreement contained herein is qualified in its entirety by reference to the full text of such agreement, a copy of which is attached hereto as Exhibit 1.

Private Placement Warrants

In connection with the Issuer’s initial public offering, pursuant to the Private Placement Warrant Purchase Agreement, the Sponsor acquired 6,500,000 Private Placement Warrants at a price of $1.00 per warrant. On July 15, 2021, in connection with the closing of the underwriters’ over-allotment option, the Sponsor acquired an additional 750,000 Private Placement Warrants at a price of $1.00 per warrant. The Sponsor holds an aggregate of 7,250,000 Private Placement Warrants, each exercisable for one Class A Ordinary Share at a price of $11.50 per share. The summary of such Private Placement Warrant Purchase Agreement contained herein is qualified in its entirety by reference to the full text of such agreement, a copy of which is attached hereto as Exhibit 2.

Convertible Notes

In connection with that certain Business Combination Agreement, dated July 29, 2022, by and among the Issuer, Galata Merger Sub Inc., a Delaware corporation and direct, wholly-owned subsidiary of the Issuer, and Marti (as amended, the “Business Combination Agreement”), Farragut LP and Marti entered into the Pre-Fund Subscription Agreement, pursuant to which Farragut LP agreed to subscribe for and purchase $10,000,000 in unsecured convertible promissory notes (the “Pre-Fund Notes”) from Marti. On April 26, 2023, Farragut LP agreed to subscribe for and purchase an additional $5,000,000 in Pre-Fund Notes. Pursuant to the terms of the Pre-Fund Subscription Agreement and in connection with the consummation of the transactions contemplated by the Business Combination Agreement, the Pre-Fund Notes converted into convertible notes of the Issuer, which are convertible into Class A Ordinary Shares (the “Convertible Notes”), pursuant to the terms of the indenture (the “Indenture”). Pursuant to the Indenture, Farragut LP's ability to convert the Convertible Notes into Class A Ordinary Shares is subject to an initial beneficial ownership limitation of 9.99% (the “Beneficial Ownership Limitation”), which may be increased or decreased by Farragut LP upon notice to the Issuer, the trustee, and the conversion agent, provided that in no event shall the Beneficial Ownership Limitation exceed 19.99%. As of July 10, 2023, Farragut LP holds an aggregate principal amount of $16,395,421 in Convertible Notes. The summary of such Pre-Fund Subscription Agreement and the form of Indenture contained herein is qualified in its entirety by reference to the full text of such agreement, copies of which are attached hereto as Exhibit 3 and Exhibit 4.

The Reporting Persons may further purchase, hold, vote, trade, dispose or otherwise deal in the Class A Ordinary Shares at times, and in such manner, as they deem advisable to benefit from, among other things, (1) changes in the market prices of the Class A Ordinary Shares; (2) changes in the Issuer’s operations, business strategy or prospects; or (3) from the sale or merger of the Issuer. The Reporting Persons intend to closely monitor the Issuer’s operations, prospects, business development, management, competitive and strategic matters, capital structure, and prevailing market conditions, as well as other economic, securities markets and investment considerations. The Reporting Persons may discuss such matters with the management or board of directors of the Issuer, other stockholders, industry analysts, existing or potential strategic partners or competitors, investment and financing professionals, sources of credit, and other investors. Such evaluations and discussions may materially affect, and result in, among other things, the Reporting Persons (1) modifying their ownership of the Class A Ordinary Shares; (2) exchanging information with the Issuer pursuant to appropriate confidentiality or similar agreements; (3) proposing changes in the Issuer’s operations, governance or capitalization; (4) pursuing a transaction that would result in the Reporting Persons’ acquisition of all or a controlling interest in the Issuer; or (5) pursuing one or more of the other actions described in subsections (a) through (j) of Item 4 of Schedule 13D.

 

In addition to the information disclosed in this Statement, the Reporting Persons reserve the right to (1) formulate other plans and proposals; (2) take any actions with respect to their investment in the Issuer, including any or all of the actions set forth in subsections (a) through (j) of Item 4 of Schedule 13D; and (3) acquire additional Class A Ordinary Shares or dispose of some or all of the Class A Ordinary Shares beneficially owned by them, in each case in the open market, through privately negotiated transactions or otherwise. The Reporting Persons may at any time reconsider and change their plans or proposals relating to the foregoing.

(a)

The aggregate number and percentage Class A Ordinary Shares beneficially owned by the Reporting Persons is based on 48,574,596 Class A Ordinary Shares outstanding as of July 13, 2023 plus, with respect to Farragut LP, Farragut GP, Callaway LLC, and Mr. Freifeld, Class A Ordinary Shares underlying the Convertible Notes, as is set forth in boxes 11 and 13 of the second part of the cover page to this Schedule 13D for each of the Reporting Persons, and such information is incorporated herein by reference. Shares reported as beneficially owned herein include Class A Ordinary Shares received or receivable in respect of: (i) 3,578,750 Class B Ordinary Shares; and (ii), with respect to Farragut LP, Farragut GP, Callaway LLC, and Mr. Freifeld, Class A Ordinary Shares underlying an aggregate principal amount of $16,395,421 in Convertible Notes, subject to the Beneficial Ownership Limitation (as defined above).

(b)

The amounts of Class A Ordinary Shares as to which each of the Reporting Persons has sole voting power, shared voting power, sole dispositive power and shared dispositive power is set forth in boxes 7, 8, 9 and 10, respectively, on the second part of the cover page to this Schedule 13D for each of the Reporting Persons, and such information is incorporated herein by reference.

(c)	Except as set forth herein, including in Items 3, 4 and 6 which are incorporated herein by reference, none of the Reporting Persons has effected any transactions related to the Class A Ordinary Shares during the past 60 days.

(d)	Except as described herein, to the knowledge of the Reporting Persons, only the Reporting Persons have the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, the Class A Ordinary Shares of the Issuer reported by this Schedule 13D.

(e)	Not applicable.

Letter Agreement

Founders Stock Letter

In connection with the Business Combination Agreement, the Sponsor and Gala (the “Founder Shareholders”) entered into a letter agreement (the “Founders Stock Letter”) with the Issuer and Marti pursuant to which, among other things, the Founder Shareholders agreed to (a) effective upon the closing of the merger, waive their anti-dilution rights set forth in the articles of association, (b) vote all Class B Ordinary Shares held by them in favor of the adoption and approval of the Business Combination Agreement and (c) not to redeem, elect to redeem or tender or submit any of their shares for redemption in connection with the Business Combination Agreement. The summary of such Founders Stock Letter contained herein is qualified in its entirety by reference to the full text of such agreement, a copy of which is attached hereto as Exhibit 7.

Investor Rights Agreement

Joint Filing Agreement

In connection with this Schedule 13D, the Registered Persons entered into the Joint Filing Agreement, dated July 20, 2023, a copy of which is attached hereto as Exhibit 9.

The following documents are filed as Exhibits:

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule 13D is true, complete and correct.