Marti Investor Presentation Deck slide image

Marti Investor Presentation Deck

Risk Factors Risks Related to Türkiye Our headquarters and other operations and facilities are located in Türkiye and, therefore, our prospects, business, financial condition and results of operations may be adversely affected by political or economic instability in Türkiye. We are subject to certain anti-corruption laws, trade sanctions laws and regulations, and anti-money laundering laws and regulations, and we could face criminal liability and other serious consequences for violations, which could harm our business. Türkiye's economy is subject to inflation and risks related to its current account deficit. Risks from events affecting Türkiye's relationship with the United States. Foreign exchange rate risks could affect the Turkish macroeconomic environment, could affect your investment and could significantly affect our results of operation and financial position in future periods if hedging tools are not available at commercially reasonable terms. . . Risks Related to Marti's Financial Results We are exposed to fluctuations in currency exchange rates. We may have exposure to greater than anticipated tax liabilities and may be affected by changes in tax laws or interpretations, any of which could adversely impact our results of operations. We are subject to tax in multiple jurisdictions, and changes in tax laws (or in the interpretations thereof) in the Cayman Islands, Türkiye or in other jurisdictions could have an adverse effect on us. We establish tax provisions, where appropriate, on the basis of amounts expected to be paid to (and recovered from) tax authorities and, as a result, changes in tax laws (or in the interpretations thereof) could have an adverse effect on us. . . . Risks Related to Being a Public Company New Marti will qualify as an "emerging growth company" and a smaller reporting company, and the reduced disclosure requirements applicable to "emerging growth companies" and smaller growth companies may make its securities less attractive to investors. . Türkiye is subject to internal and external unrest and the threat of future terrorist acts, which may adversely affect us. Türkiye's economy has been undergoing a significant transformation and remains subject to ongoing structural and macroeconomic risks. . Internet and e-commerce regulation in Türkiye is recent and is subject to further development. If regional instability were to spread, our operations could be adversely affected. Türkiye is subject to the risk of significant seismic events. . The requirements of being a public company may strain New Marti's resources, divert New Marti management's attention and affect New Marti's ability to attract and retain qualified board members. If New Marti fails to put in place appropriate and effective internal control over financial reporting and disclosure controls and procedures, it may suffer harm to its reputation and investor confidence levels. New Marti will qualify as a foreign private issuer within the meaning of the rules under the Exchange Act, and as such New Marti is exempt from certain provisions applicable to U.S. domestic public companies. As an exempted company limited by shares incorporated in the Cayman Islands, New Marti is permitted to adopt certain home country practices in relation to corporate governance matters that differ significantly from the NYSE American corporate governance listing standards applicable to domestic U.S. companies; these practices may afford less protection to shareholders than they would enjoy if New Marti complied fully with the NYSE American corporate governance listing standards. An active, liquid trading market for New Marti's securities may not develop or be sustained. If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about New Marti's business, the price and trading volume of New Marti's securities could decline. New Marti may be subject to securities class action litigation, which may harm its business and operating results. 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 Class A Ordinary Shares. Subsequent to the completion of the Business Combination, New Marti may be required to take write downs or write offs, restructuring and impairment or other charges that could have a significant negative effect on New Marti's financial condition, results of operations and share price, which could cause you to lose some or all of your investment. Following the consummation of the Business Combination, New Marti's only significant asset will be its ownership of Marti and its affiliates and such ownership may not be sufficient to pay dividends or make distributions or obtain loans to enable New Marti to pay any dividends on its Class A Ordinary Shares or satisfy other financial obligations. 57
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