Marti Technologies, Inc. 10-K

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information Our units, Class A Ordinary Shares and warrants are listed on New York Stock Exchange American (“NYSE American”). Class A Ordinary Shares and warrants that are separated trade on NYSE American under the symbols “GLTA” and “GLTA WS”. Those units not separated from the Class A Ordinary Shares trade on the NYSE American under the symbol “GLTA.U.” Holders As of December 31, 2021, there was one holder of record of our Units, one holder of record of our Class A Ordinary Shares, two holders of record of our Class B Ordinary Shares and two holders of record of our warrants. Dividends We have not paid any cash dividends on our ordinary shares to date and do not intend to pay cash dividends prior to the completion of a business combination. The payment of cash dividends in the future will be contingent upon our revenues and earnings, if any, capital requirements, and general financial condition subsequent to completion of a business combination. Further, if we incur any indebtedness in connection with our initial business combination, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith. The payment of any dividends subsequent to a business combination will be within the discretion of our then board of directors. It is the present intention of our board of directors to retain all earnings, if any, for use in our business operations and, accordingly, our board does not anticipate declaring any dividends in the foreseeable future. Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities In March 2021, the Company issued an aggregate of 3,593,750 founder shares to the Sponsor, for a subscription price of $25,000, or approximately $0.007 per share, 468,750 of which were subject to forfeiture in the event the underwriters’ option to purchase additional units is not exercised in full. On May 14, 2021, the Sponsor transferred an aggregate of 15,000 founder shares to an entity controlled by Andrew Stewart, one of our advisors. On July 9, 2021, the Company consummated its IPO of 12,500,000 Units. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 6,500,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant in private placements to the Sponsor. On July 13, 2021, the underwriters exercised the over-allotment option in full, hence 468,750 founder shares are no longer subject to forfeiture. Simultaneously with the closing of the over-allotment option, the Company consummated the sale of 750,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant in private placements to the Sponsor. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less deferred underwriting commissions) to complete our initial business combination. We may withdraw interest to pay taxes, if any. Our annual income tax obligations, if any, will depend on the amount of interest and other income earned on the amounts held in the Trust Account. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our initial business combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies. Prior to the completion of our initial business combination, we will have available to us the approximately $500,000 of proceeds held outside the Trust Account. We will use these funds to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete our initial business combination. - 35 - Table of Contents ITEM 6. [Reserved]