What changed in this filing

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Item 1. Financial Statements

2022-08-11 compared with 2022-05-20 · 94 added, 34 removed, 294 unchanged (30% of the section changed)

2 unchanged sentences

CONDENSED BALANCE SHEETS

March 31, 2022

June 30, 2022

December 31, 2021

10 unchanged sentences

Class A ordinary shares subject to possible redemption;

14,375,000 shares (at $ 10.00 per share)

14,375,000 shares (at $ 10.01 and 10.00 per share)

Stockholders’ deficit:

15 unchanged sentences

CONDENSED STATEMENTS OF OPERATIONS

For the Three

June 30, 2022

June 30, 2021

June 30, 2022

June 30, 2021

General and administrative expenses

2 unchanged sentences

Total other income

( 1,135,286 )

Class A Ordinary Shares - Weighted average shares outstanding, basic and diluted

8 unchanged sentences

Stockholders’

For the three months ended March 31, 2022

For the three and six months ended June 30, 2022

Balance, January 1, 2022

4 unchanged sentences

( 2,854,539 )

Remeasurement of Class A ordinary shares

Balance, June 30, 2022

( 3,378,411 )

( 3,378,052 )

Class A Ordinary Shares

1 unchanged sentence

Stockholders’

For the period from February 26, 2021 through March 31, 2021

For the period from February 26, 2021 through June 30, 2021

Balance, February 26, 2021 (inception)

1 unchanged sentence

Balance, March 31, 2021

Balance, June 30, 2021

The accompanying notes are an integral part of the unaudited condensed financial statements.

2 unchanged sentences

Cash flows from operating activities

( 1,135,286 )

Adjustments to reconcile net loss to net cash used in operating activities

10 unchanged sentences

Deferred offering costs included in accrued offering costs

Deferred offering costs included in related party payable

Deferred offering costs included in accounts payable

Deferred offering costs paid by Sponsor in exchange for Class B ordinary shares

Remeasurement of Class A ordinary shares

The accompanying notes are an integral part of the unaudited condensed financial statements.

7 unchanged sentences

The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

As of March 31, 2022, the Company had not commenced any operations.

All activity for the period from February 26, 2021 (inception) through March 31, 2022 relates to the Company’s formation and the initial public offering (“Public Offering”), which is described below.

As of June 30, 2022, the Company had not commenced any operations.

All activity for the period from February 26, 2021 (inception) through June 30, 2022, relates to the Company’s formation and the initial public offering (“Public Offering”), which is described below.

The Company will not generate any operating revenues until after the completion of an initial Business Combination, at the earliest.

50 unchanged sentences

Liquidity and Management’s Plan

As of March 31, 2022 the cash balance and working capital deficit were $ 601,680 and $ 753,546 , respectively.

As of June 30, 2022, the cash balance and working capital deficit were $ 496,261 and $ 1,225,394 , respectively.

In connection with the Company’s assessment of going concern considerations in accordance with Account Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the business combination period is less than one year from the date of the issuance of the condensed financial statements.

There is no assurance that the Company’s plans to consummate a business combination will be successful within the combination period.

As a result, there is substantial doubt that the Company can sustain operations for a period of at least one year from the issuance date of these condensed financial statements.

The Company has until July 13, 2023 to complete a business combination.

As a result of the Company’s insufficient liquidity and the uncertainty associated with consummating a business combination, there is substantial doubt that the Company can sustain operations for a period of at least one year from the issuance date of these condensed financial statements.

The condensed financial statements do not include any adjustments that might result from the outcome of the uncertainty.

4 unchanged sentences

As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus.

Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these financial statements and the specific impact on the Company's financial condition, results of operations, and cash flows is also not determinable as of the date of these financial statements.

Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these condensed financial statements and the specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these condensed financial statements.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

3 unchanged sentences

Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows.

In the opinion of the Company’s management, the unaudited condensed financial statements as of March 31, 2022 and for the three months ended March 31, 2022 include all adjustments, which are only of a normal and recurring nature, necessary for a fair statement of the financial position of the Company as of March 31, 2022 and its results of operations and cash flows for the three months ended March 31, 2022.

The results of operations for the three months ended March 31, 2022 are not necessarily indicative of the results to be expected for the full fiscal year ending December 31, 2022 or any future interim period.

In the opinion of the Company’s management, the unaudited condensed financial statements as of June 30, 2022 and for the three and six months ended June 30, 2022 include all adjustments, which are only of a normal and recurring nature, necessary for a fair statement of the financial position of the Company as of June 30, 2022 and its results of operations and cash flows for the three and six months ended June 30, 2022.

The results of operations for the three and six months ended June 30, 2022 are not necessarily indicative of the results to be expected for the full fiscal year ending December 31, 2022 or any future interim period.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial

accounting standards.

The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable.

8 unchanged sentences

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

The Company did no t have any cash equivalents as of March 31, 2022 and December 31, 2021.

The Company did no t have any cash equivalents as of June 30, 2022 and December 31, 2021.

Investments held in trust

Investments held in trust were $ 146,643,633 and $ 146,629,787 at March 31, 2022 and December 31, 2021, respectively, and consisted of a money market fund which is carried at fair value.

Investments held in trust were $ 146,837,988 and $ 146,629,787 at June 30, 2022 and December 31, 2021, respectively, and consisted of a money market fund which is carried at fair value.

The money market fund invests in U.S.

3 unchanged sentences

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000.

At March 31, 2022, the Company has not experienced losses on this account.

At June 30, 2022, the Company has not experienced losses on this account.

Offering Costs associated with a Public Offering

7 unchanged sentences

The Company’s Class A ordinary shares feature certain redemption rights that are considered by the Company to be outside of the Company’s control and subject to the occurrence of uncertain future events.

Accordingly, at March 31, 2022 and December 31, 2021, the shares of Class A ordinary shares subject to possible redemption in the amount of $ 143,750,000 are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet.

Accordingly, at June 30, 2022 and December 31, 2021, the shares of Class A ordinary shares subject to possible redemption in the amount of $ 143,962,988 and $ 143,750,000 , respectively, are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet.

As of June 30, 2022 and December 31, 2021, the Class A ordinary shares subject to possible redemption reflected on the condensed balance sheets are reconciled in the following table:

Gross proceeds from IPO

Offering costs allocated to Class A ordinary shares subject to possible redemption

( 7,193,811 )

Private placement warrants proceeds in excess of fair value

( 2,921,750 )

Remeasurement of carrying value to redemption value

Class A ordinary shares subject to possible redemption, December 31, 2021

Remeasurement of carrying value to redemption value

Class A ordinary shares subject to possible redemption, June 30, 2022

The Company follows the asset and liability method of accounting for income taxes under ASC 740, “ Income Taxes .” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases.

5 unchanged sentences

The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense.

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2022.

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2022 and December 31, 2021.

The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

6 unchanged sentences

Net loss per share is computed by dividing net loss by the weighted average number of shares of ordinary shares outstanding during the period, excluding shares of ordinary shares subject to forfeiture.

At March 31, 2022 and December 31, 2021 the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into shares of ordinary shares and then share in the earnings of the Company.

At June 30, 2022 and June 30, 2021 the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into shares of ordinary shares and then share in the earnings of the Company.

As a result, diluted loss per share is the same as basic loss per share for the period presented.

Three Months Ended

March 31, 2022

Basic and diluted net income (loss) per common share

Allocation of loss, as adjusted

Basic and diluted weighted average shares outstanding

Basic and diluted loss per common share

For the Three Months Ended

For the Six Months Ended

June 30, 2022

Basic and diluted net loss per ordinary share

Allocation of net loss

Basic and diluted weighted average ordinary shares outstanding

Basic and diluted net loss per ordinary share

Recent Accounting Standards

28 unchanged sentences

The Promissory Note is non-interest bearing and payable on the earlier of (i) June 30, 2021 or (ii) the consummation of the Public Offering.

As of March 31, 2022 and December 31, 2021, there was no amount outstanding under the Promissory Note.

As of June 30, 2022 and December 31, 2021, there was no amount outstanding under the Promissory Note.

Related Party Loans

4 unchanged sentences

In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans.

As of March 31, 2022 and December 31, 2021, there was no amount outstanding under the Working Capital Loans.

As of June 30, 2022 and December 31, 2021, there was no amount outstanding under the Working Capital Loans.

Related Party Payable

A related party has incurred expenses on behalf of the Company.

$ 1,115 and $ 8,640 , respectively, which are included in accrued expenses in the condensed balance sheets, were outstanding as of March 31, 2022 and December 31, 2021.

$ 8,640 , which are included in accrued expenses in the condensed balance sheets, $ 0 and $ 8,640 were outstanding as of June 30, 2022 and December 31, 2021.

COMMITMENTS AND CONTINGENCIES

22 unchanged sentences

The following table presents information about the Company’s financial assets that are measured at fair value at December 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

March 31, 2022

June 30, 2022

December 31, 2021

2 unchanged sentences

Preferred Shares — The Company is authorized to issue 1,000,000 preferred shares with a par value of $ 0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors.

As ofMarch 31, 2022, there were no preferred shares issued or outstanding .

As of June 30, 2022 and December 31, 2021, there were no preferred shares issued or outstanding.

Class A Ordinary Shares — The Company is authorized to issue 200,000,000 Class A ordinary shares with a par value of $ 0.0001 per share.

Holders of Class A ordinary shares are entitled to one vote for each share.

As of March 31, 2022 and December 31, 2021, there were no Class A ordinary shares issued or outstanding .

As of June 30, 2022 and December 31, 2021, there were no Class A ordinary shares issued or outstanding.

Class B Ordinary Shares —The Company is authorized to issue 20,000,000 Class B ordinary shares with a par value of $ 0.0001 per share.

Holders of Class B ordinary shares are entitled to one vote for each share.

As of March 31, 2022, there were 3,593,750 Class B ordinary shares issued and outstanding .

As of June 30, 2022 and December 31, 2021, there were 3,593,750 Class B ordinary shares issued and outstanding.

Only holders of the Class B ordinary shares will have the right to vote on the appointment of directors prior to the Business Combination.

30 unchanged sentences

SUBSEQUENT EVENTS

Management has evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed financial statements were issued.

Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements.

Management has evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued.

Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements, aside from the following.

Proposed Business Combination

Business Combination Agreement

On July 29, 2022, the Company entered into a Business Combination Agreement (the “Business Combination Agreement”) by and among the Company, Galata Merger Sub Inc., a Delaware corporation and direct, wholly owned subsidiary of the Company (“Merger Sub”), and Marti Technologies Inc., a Delaware corporation (“Marti”).

Pursuant to the Business Combination Agreement, the parties thereto will enter into a business combination transaction by which, among other things, (i) Merger Sub will merge with and into Marti (the “Merger” and, together with the other transactions contemplated by the Business Combination Agreement, the “Transactions”), with Marti surviving the Merger as a wholly owned subsidiary of the Company, and (ii) as of the end of the day immediately preceding the closing, the Company will, for U.S.

tax purposes, become a U.S.

corporation by reason of Section 7874(b) of the United States Internal Revenue Code of 1986 (the “Code”), in a transaction that qualifies as a “reorganization” within the meaning of Section 368(a) of the Code, pursuant to United States Treasury Regulations issued pursuant to the Code.

The parties expect the Transactions to be completed in the fourth quarter of 2022, subject to, among other things, the approval of the Transactions by the Company’s shareholders, satisfaction of the conditions stated in the Business Combination Agreement and other customary closing conditions.

Company Stockholder Support Agreement

Concurrently with the execution and delivery of the Business Combination Agreement, Marti delivered to the Company a stockholder support agreement (the “Support Agreement”), pursuant to which certain stockholders of Marti with ownership interests sufficient to approve the Transactions on behalf of Marti (the “Written Consent Parties”), agreed to, among other things, support the approval and adoption of the Transactions, including agreeing to execute and deliver a written consent approving the Transactions, within 3 business days of the registration statement on Form F-4 becoming effective.

The Support Agreement will terminate upon the earliest to occur of (a) the effective time of the Merger (the “Effective Time”), (b) the date of the termination of the Business Combination Agreement in accordance with its terms and (c) the effective date of a written agreement of the Company, Marti and the Written Consent Parties terminating the Support Agreement.

Investor Rights Agreement

In connection with the closing of the Merger, the Company, the Sponsor, Alper Oktem and Cankut Durgun (the “Founders”), and the other parties named therein (the “Holders”) will execute and deliver an Investor Rights Agreement (the “Investor Rights Agreement”).

Pursuant to the Investor Rights Agreement, each of Callaway Capital Management, LLC (“Callaway”) (on behalf of the Sponsor) and the Founders, severally and not jointly, agrees with the Company and the Holders to take all necessary action to cause (x) the board of directors of the Company to initially be composed of seven directors, (a) six of whom have been or will be nominated by Marti and (b) one of whom has been or will be nominated by Callaway (on behalf of the Sponsor).

Each of Callaway and the Founders, severally and not jointly, agrees with the Company and the Holders to take all necessary action to cause the foregoing directors to be divided into three classes of directors, with each class serving for staggered three-year terms.

Founders Stock Letter

In connection with the execution of the Business Combination Agreement, the Sponsor and Gala Investments LLC, a Delaware limited liability company (together with Sponsor, the “Founder Shareholders”), entered into a letter agreement (the “Founders Stock Letter”) with the Company and Marti pursuant to which, among other things, the Founder Shareholders agreed to (a) effective upon the closing of the Merger, waive the anti-dilution rights set forth in the Company’s organizational documents, (b) vote all Founder Shares held by them in favor of the adoption and approval of the Business Combination Agreement and the Transactions and (c) not to redeem, elect to redeem or tender or submit any of their Company Class A ordinary shares for redemption in connection with the Business Combination Agreement or the Transactions.

Subscription Agreements

In connection with the execution of the Business Combination Agreement, the Company entered into convertible note subscription agreements (the “Subscription Agreements”) with certain investors (“PIPE Investors”), pursuant to which the Company has agreed to issue and sell to the PIPE Investors, and the PIPE Investors have agreed to subscribe for and purchase from the Company, convertible notes (the “Convertible Notes”) which are convertible into Company Class A ordinary shares, in an aggregate principal amount of $ 47,500,000 (the “Subscription”) and having the terms set forth in the indenture in respect of the Convertible Notes (the “Indenture”).

Pursuant to the Indenture, the Convertible Notes bear an interest at a rate of 12.00 % per annum, payable semi-annually (a) at a rate per annum equal to 8 % with respect to interest paid in cash and (b) a rate per annum equal to 4 % with respect to payment-in-kind interest, plus any additional interest or special interest that may accrue pursuant to the terms of the Indenture.

The Convertible Notes are convertible into Company Class A ordinary shares at an initial conversion rate equal to approximately 87 Company Class A ordinary shares per $ 1,000 of principal amount of the Convertible Notes (subject to customary adjustment provisions set forth in the Indenture), and shall mature on the fifth year anniversary of the date of issuance.

The closing of the Subscription (the “Subscription Closing”) is conditioned on all conditions set forth in the Business Combination Agreement having been satisfied or waived, a $ 150,000,000 minimum cash condition which includes (i) the post-redemption Trust Account balance and (ii) Convertible Note proceeds, and other customary closing conditions.

If the conditions are met, the Transactions will be consummated immediately following the Subscription Closing.

The Subscription Agreements will terminate upon the earlier to occur of (i) the termination of the Business Combination Agreement, (ii) the mutual written agreement of the parties thereto, and (iii) 5:00 p.m.

New York City time on April 29, 2023, if the Subscription Closing has not occurred by such date other than as a breach of such PIPE Investor’s obligations.

Amended and Restated Articles of Association

At the Effective Time, the Company shall adopt and file a Seconded Amended and Restated Memorandum and Articles of Association (the “Articles of Association”) with the Registrar of Companies in the Cayman Islands.

The Articles of Association will govern the Company following the closing and, among other things, prohibit (a) any holder of equity securities of Marti immediately prior to the Merger and (b) any holder of Founder Shares or the Private Placement Warrants, in each case, immediately prior to the Merger, from transferring any (i) Company Class A ordinary shares issued to pre-closing shareholders of Marti as consideration pursuant to the Merger;

(ii) Company Class A ordinary shares converted from Founders Shares in connection with the Merger;

(iii) the Private Placement Warrants;

(iv) Company Class A ordinary shares underlying such Private Placement Warrants;

(v) options to purchase Company Class A ordinary shares (“Company Options”) or other equity awards in respect of Company Class A ordinary shares;

or (vi) Company Class A ordinary shares underlying any Company Options or other equity awards in respect of Company Class A ordinary shares, in each case, during the period commencing on the closing and ending on the earlier of (x) 13 months following the closing and (y) the date on which the last reported sale price of the shares surpasses a certain threshold to be agreed upon by the parties prior to the closing.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements