Marti SPAC Presentation Deck

Risk Factors Risks Related to the Business Combination The NASDAQ or NYSE may not continue to list Galata or Company securities, which could limit investors' ability to make transactions in our securities and subject us to additional trading restrictions. Because the post-combination company will become a publicly-traded company by virtue of a merger as opposed to an underwritten initial public offering, the process does not use the services of one or more underwriters, which could result in less diligence being conducted. . . . Past performance by Galata's sponsor or its affiliates, or the directors and officers of Galata, may not be indicative of future performance of an investment in Galata or the post-combination company. If third parties bring claims against Galata, the proceeds held in the trust account could be reduced. In such event, Galata directors may decide not to enforce the indemnification obligation of Galata's sponsor, resulting in a reduction in the amount of funds in the trust account available for distribution to public stockholders. Galata stockholders will experience dilution as a consequence of, among other transactions, the issuance of common stock as consideration in the Business Combination and the private placement investment. Having a minority share position may reduce the influence that Galata's current stockholders have on the management of Galata. The Company and Galata expect to incur significant transaction costs in connection with the Business Combination. Whether or not the Business Combination is completed, the incurrence of these costs will reduce the amount of cash available to be used for other corporate purposes by Galata if the Business Combination is not completed. The Company's operating and financial results forecasts, which were presented to the Galata Board, may not prove accurate. Upon executing a definitive agreement with respect to the Business Combination between the Company and Galata, Galata will be prohibited from entering into certain transactions that might otherwise be beneficial to it or its stockholders. Galata or the Company may issue additional equity securities without your approval, which would dilute your ownership interests and may depress the market price of Galata's common shares. Galata and/or the Company may seek additional financing prior to completion of the Business Combination or otherwise provide incentives to investors to approve consummation of the Business Combination, which may dilute your ownership interests and may depress the market price of Galata's common shares. Galata and the Company may require additional financing prior to completion of the Business Combination in order to satisfy the conditions to consummation of the Business Combination, which additional financing may not be able to be obtained. Risks Related to the Post Combination Company Following the Business Combination Galata may redeem the public warrants prior to their exercise or expiration at a time that is disadvantageous to public warrant holders, thereby making their public warrants worthless, and exercise of a significant number of the public warrants could adversely affect the market price of common stock. . If Galata is unable to complete an initial business combination by July 8, 2023, they will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding public shares and, subject to the approval of its remaining stockholders and the Galata Board, dissolving and liquidating. In such event, third parties may bring claims against Galata and, as a result, the proceeds held in the trust account could be reduced. Galata stockholders may be held liable for claims by third parties against Galata to the extent of distributions received by them. Activities taken by existing Galata stockholders to increase the likelihood of approval of the Business Combination proposal and the other proposals described in the proxy statement that will be filed in connection with the Business Combination could have a depressive effect on our stock. Galata and the Company's ability to successfully effect the Business Combination and to be successful thereafter will be dependent upon the efforts of certain key personnel, including the key personnel of the Company. The loss of key personnel could negatively impact the operations and profitability of the post-combination business and its financial condition could suffer as a result. The post-combination company's management team will have limited experience managing a public company. The requirements of being a public company may strain the post-combination company's resources and distract its management, which could make it difficult to manage its business. Particularly after the Company is no longer an emerging growth company," Unanticipated changes in effective tax rates or adverse outcomes resulting from examination of the Company's income or other tax returns could adversely affect the Company's financial condition and results of operations. Subsequent to the completion of the Business Combination, the Company may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on the Company's financial condition, results of operations and stock price, which could cause you to lose some or all of your investment. Following the consummation of the Business Combination, our only significant asset will be our ownership interest in the Company business and such ownership may not be sufficiently profitable or valuable to enable us to pay any dividends on common stock or satisfy our other financial obligations. If the Business Combination's benefits do not meet the expectations of investors, stockholders or financial analysts, the market price of our securities may decline. Pursuant to the Dodd-Frank Act and SEC rules, the post-combination company will be required to file public disclosures regarding the country of origin of certain supplies, which could damage our reputation or impact our ability to obtain merchandise if customers or other stakeholders react negatively to our disclosures. As a private company, we have not been required to document and test our internal controls over financial reporting nor has management been required to certify the effectiveness of our internal controls and our auditors have not been required to opine on the effectiveness of our internal control over financial reporting. As such, we may identify material weaknesses in our internal control over financial reporting that could lead to errors in the post-combination company's financial reporting, which could adversely affect the post-combination company's business and the market price of our securities. The post-combination company will be a holding company and depend upon its subsidiaries for its cash flows. 55