Marti Investor Presentation Deck
Risk Factors
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Risks Related to the Redemption
There is no guarantee that a shareholder's decision whether to redeem its shares for a pro rata portion of the Trust Account will put the shareholder in a better future economic position.
If Galata's shareholders fail to comply with the redemption requirements specified in this proxy statement/prospectus, they will not be entitled to redeem their Class A Ordinary Shares for a pro rata portion of the funds held in the Trust Account.
Shareholders who wish to redeem their shares for a pro rata portion of the Trust Account must comply with specific requirements for redemption that may make it more difficult for them to exercise their redemption rights prior to the deadline.
If a public shareholder fails to receive notice of Galata's offer to redeem its public shares in connection with the Business Combination, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed.
Galata does not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for Galata to complete the Business Combination even if a substantial majority of Galata's shareholders do not agree.
If Galata is unable to consummate the Business Combination or any other Initial Business Combination prior to July 9, 2023, the public shareholders may be forced to wait beyond such date before redemption from the Trust Account.
Galata is expected to be treated as a U.S. domestic corporation for U.S. federal income tax purposes as a result of the Merger.
Certain investors may be required to recognize gain for U.S. federal income tax purposes as a result of the Deemed Domestication or subject to U.S. withholding tax.
A new 1% U.S. federal excise tax could be imposed on us in connection with the redemptions of Class A Ordinary Shares.
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The NYSE American may delist New Marti's securities from trading on its exchange, which could limit investors' ability to make transactions in New Marti's securities and subject New Marti to additional trading restrictions.
Galata cannot assure you that its diligence review has identified all material risks associated with the Business Combination, and you may be less protected as an investor from any material issues with respect to New Marti's business, including any
material omissions or misstatements contained in the registration statement or proxy statement/prospectus relating to the Business Combination than an investor in an initial public offering.
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A significant portion of Galata's total outstanding shares may not be immediately resold but may be sold into the market in the near future. This could cause the market price of the Class A Ordinary Shares to drop significantly, even if Galata's business is
doing well.
If the Business Combination's benefits do not meet the expectations of investors, shareholders or financial analysts, the market price of Galata's securities may decline.
The Sponsor or Galata's directors, officers, advisors or any of their respective affiliates may elect to purchase Galata's public shares from public shareholders, which may influence the vote on the Proposals and reduce the public "float" of the Class A
Ordinary Shares.
The Galata Warrants and Founder Shares may have an adverse effect on the market price of the Class A Ordinary Shares and make it more difficult to effectuate the Business Combination.
Barclays was to be compensated as a financial and capital markets advisor to Marti in connection with the Business Combination. Barclays, gratuitously and without any consideration from Galata or Marti, waived such compensation and disclaimed any
responsibility for this proxy statement/prospectus.
If the funds not being held in the trust account are insufficient to allow us to operate for at least the 24 months following the closing of our initial offering, we may be unable to complete our initial business combination.
We have concluded that Galata's disclosure controls and procedures were not effective as of September 30, 2021. If we are unable to develop and maintain an effective system of internal control over financial reporting, we may not be able to accurately
report our financial results in a timely manner, which may adversely affect investor confidence in us and materially and adversely affect our business and operating results.
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