SC TO-I/A 1 tm2332299d1_sctoia.htm SC TO-I/A

As filed with the Securities and Exchange Commission on December 7, 2023

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE TO
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934

(Amendment No. 1)

MARTI TECHNOLOGIES, INC.
(Name of Subject Company (Issuer))

MARTI TECHNOLOGIES, INC. (Offeror)
(Names of Filing Persons (Identifying Status as Offeror, Issuer or Other Person))

Warrants exercisable for Class A ordinary shares at an exercise price of $11.50 per share
(Title of Class of Securities)

573134111
(CUSIP Number of Class of Securities)

Oguz Alper Öktem
Chief Executive Officer
MARTI TECHNOLOGIES, INC.
Buyukdere Cd. No:237

Maslak, 34485

Sariyer/Istanbul, Turkiye
+0 (850) 308 34 19

(Name, Address, and Telephone Numbers of Person Authorized to Receive Notices and
Communications on Behalf of Filing Persons)

With copies to:

Oguz Alper Öktem
Chief Executive Officer
Marti Technologies, Inc.
Buyukdere Cd. No:237

Maslak, 34485

Sariyer/Istanbul, Turkiye
+0 (850) 308 34 19

Laura Sizemore
White & Case LLP
5 Old Broad Street
London EC2N 1DW
+44 20 7532 1340

Elliott M. Smith
White & Case LLP
1221 Avenue of the Americas
New York, NY 10020
(212) 819-8200

Check the box if the filing relates solely to preliminary communications before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

third-party tender offer subject to Rule 14d-1.

issuer tender offer subject to Rule 13e-4.

going-private transaction subject to Rule 13e-3.

amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: ¨

If applicable, check the appropriate box(es) below to designate the appropriate rule provision relied upon:

Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

EXPLANATORY NOTE

This Amendment No. 1 (“Amendment No. 1”) amends the Tender Offer Statement on Schedule TO originally filed by Marti Technologies, Inc. (formerly known as Galata Acquisition Corp.), an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Company”, “we”, “us” or “our”), on November 21, 2023 (as amended, the “Schedule TO”), relating to the tender offer by the Company to purchase for cash up to 14,437,489 of its outstanding Warrants (as defined in the Offer to Purchase) at a price of $0.10 per Warrant, without interest (the “Offer Purchase Price”). The Company’s offer is made upon the terms and conditions in the Amended and Restated Offer to Purchase and Consent Solicitation, dated as of December 7, 2023 (as may be amended or supplemented from time to time, the “Offer to Purchase”), a copy of which is filed as Exhibit (a)(1)(A) to this Schedule TO, and the related Letter of Transmittal and Consent (the “Letter of Transmittal and Consent” together with the Offer to Purchase, as each may be amended or supplemented from time to time, constitute the “Offer”).

Concurrently with the Offer, the Company is also soliciting consents from holders of its outstanding Warrants (as defined in the Offer to Purchase) to amend the Warrant Agreement, dated as of July 8, 2021, by and between the Company and Continental Stock Transfer & Trust Company (the “Warrant Agent”) (as may be amended, the “Warrant Agreement”), which governs all of the Warrants, to permit the Company to redeem each outstanding Warrant for $0.07 in cash, without interest (the “Redemption Price”), which Redemption Price is 30% less than the Offer Purchase Price (the “Warrant Amendment”). Pursuant to the terms of the Warrant Agreement, the consent of holders of at least a majority of the outstanding Public Warrants (as defined in the Offer to Purchase) is required to approve the Warrant Amendment as it relates to the Public Warrants and the consent of holders of at least a majority of the outstanding Private Warrants (as defined in the Offer to Purchase) is required to approve the Warrant Amendment as it relates to the Private Warrants.

This Amendment No. 1 is being filed, among other things, to amend and restate the Offer to Purchase to include summary financial information for the Company and to correct certain typographical errors in the Offer to Purchase and certain other exhibits to the Schedule TO.

Only those items amended are reported in this Amendment No. 1. Except as amended hereby to the extent specifically provided herein, the information contained in the Schedule TO, the Offer to Purchase, and the other exhibits to the Schedule TO remains unchanged and is hereby expressly incorporated into this Amendment No. 1 by reference. This Amendment No. 1 should be read with the Schedule TO and the Offer to Purchase.

Item 10. Financial Statements.

Item 10 of the Schedule TO is hereby amended and supplemented by adding the following:

Summary financial information pursuant to Item 1010(c) of Regulation M-A is set forth in “The Offer and Consent Solicitation, Section 7. Information Concerning Marti Technologies, Inc.” in the Offer to Purchase and is incorporated herein by reference.

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Item 12. Exhibits.

(a) Exhibits

Exhibit Number		Description
(a)(1)(A)		Amended and Restated Offer to Purchase and Consent Solicitation, dated December 7, 2023.

(a)(1)(B)		Letter of Transmittal and Consent (including Guidelines of the Internal Revenue Service for Certification of Taxpayer Identification Number on Form W-9).

(a)(1)(C)		Form of Notice of Guaranteed Delivery.

(a)(1)(D)		Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.

(a)(1)(E)		Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.

(a)(2)-(4)		Not Applicable

(a)(5)(i)*		Press Release, dated November 21, 2023, announcing cash tender offer for Marti Technologies, Inc. warrants.

(b)		Not Applicable

(d)(1)		Warrant Agreement, dated July 8, 2021, between Marti Technologies, Inc. and Continental Stock Transfer & Trust Company, as warrant agent. (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K (File No. 001-40588) filed with the SEC on July 14, 2021).

(d)(2)*		Form of Public Warrant Tender and Support Agreement.

(d)(3)*		Form of Private Warrant Tender and Support Agreement.

(d)(5)		Form of Investor Rights Agreement (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No. 001-40588) filed with the SEC on August 1, 2022).

(d)(6)		Convertible Note Subscription Agreement, dated as of May 4, 2023, by and between the Company and Callaway Capital Management LLC (incorporated by reference to Exhibit 4.9 to the Company’s Form 20-F (File No. 001-40588), filed with the SEC on July 14, 2023).

(d)(7)		Form of Convertible Note Subscription Agreement (incorporated by reference to Annex C to the Company’s Registration Statement on Form F-4 (File No. 333-269067) filed with the SEC on June 12, 2023).

(g)		Not Applicable

(h)		Not Applicable

107*		Filing Fee Table

*Previously filed.

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(b) Filing Fee Exhibit

Filing Fee Table.

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SIGNATURES

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

Dated: December 7, 2023

	MARTI TECHNOLOGIES, INC.

	By:	/s/ Oguz Alper Öktem
	Name:	Oguz Alper Öktem
	Title:	Chief Executive Officer

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SEC Form SC TO-I/A filed by Galata Acquisition Corp. (Amendment)