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Segments we might explore include, but are not limited to, insurance, reinsurance and insurance services, asset management, retail or investment banking, and merchant acquisition & payment processing.
−Removed: On March 18, 2021, we issued an aggregate of 3,593,750 founder shares to our sponsor, Galata Acquisition Sponsor LLC (the “Sponsor”), for a total subscription price of $25,000, or approximately $0.007 per share.
+Added: On March 18, 2021, we issued an aggregate of 3,593,750 Class B ordinary shares of the Company, $0.0001 par value per share (“Founder Shares”), to our sponsor, Galata Acquisition Sponsor, LLC (the “Sponsor”), for a total subscription price of $25,000, or approximately $0.007 per share.
On May 14, 2021, our Sponsor transferred an aggregate of 15,000 Founder Shares to an entity controlled by Andrew Stewart, one of our advisors.
1 unchanged sentence
On July 9, 2021, the Company consummated its initial public offering (“IPO”) of 12,500,000 units (“Units” and, with respect to the ordinary shares included in the Units being offered, the “Public Shares”), generating gross proceeds of $125,000,000.
+Added: Each Unit consists of one Class A ordinary share of the Company, $0.0001 par value per share (“Class A Ordinary Share”), and one-half of one warrant of the Company (each, a “Public Warrant”), each whole Public Warrant entitling the holder thereof to purchase one Class A Ordinary Share at an exercise price of $11.50 per share, subject to adjustment, pursuant to our prospectus
Simultaneously with the closing of the IPO, the Company consummated the sale of 6,500,000 warrants (together with the warrants below, the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in private placements to Sponsor.
7 unchanged sentences
For further details regarding our business, see the section titled “Proposed Business” contained in our prospectus dated July 8, 2021, which section is incorporated by reference herein (the “prospectus”).
+Added: Proposed Business Combination
+Added: 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”).
+Added: Pursuant to the Business Combination Agreement, and subject to the terms and conditions set forth therein, 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.
+Added: tax purposes, become a U.S.
+Added: 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.
+Added: The parties expect the Transactions to be completed in the second quarter of 2023, 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.
+Added: Pursuant to the Business Combination Agreement, the parties thereto agreed that the obligations of Marti to consummate the transactions contemplated by the Business Combination Agreement are subject to satisfaction or waiver by Marti of the condition, among others, that, as of the Closing, after consummation of the Private Placements (as defined in the Business Combination Agreement) and after distribution of the funds in the Trust Account pursuant to the terms of the Business Combination Agreement and deducting all amounts to be paid pursuant to the exercise of redemption rights of the Company’s public shareholders, the Company having cash on hand equal to or in excess of $50,000,000 (subject to the terms of the Business Combination Agreement) (such condition, the “BCA Minimum Cash Condition”).
+Added: On December 23, 2022, Marti irrevocably and unconditionally waived the BCA Minimum Cash Condition.
+Added: On December 30, 2022, the Company filed a Registration Statement on Form F-4 with the Securities and Exchange Commission (the “SEC”) with respect to the Business Combination Agreement, and on March 1, 2023, the Company filed Amendment No.
+Added: 1 to the Form F-4 with the SEC (as amended, the “Form F-4”).
+Added: For further details regarding the Business Combination Agreement and the associated Transactions, see the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Proposed Business Combination” contained herein and the section titled “The Business Combination” contained in the Form F-4.
Effecting an Initial Business Combination
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Therefore, we cannot assure you that our Sponsor would be able to satisfy those obligations.
−Removed: other officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.
+Added: None of our other officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.
In the event that the proceeds in the Trust Account are reduced and our Sponsor asserts that it is unable to satisfy its obligations or that it has no such indemnification obligations related to a particular claim, our disinterested directors would determine whether to take legal action against our Sponsor to enforce its indemnification obligations.
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We do not intend to have any full time employees prior to the consummation of our initial business combination.
+Added: Our corporate website address is https://www.galatacorp.net.
+Added: The information contained on or accessible through our corporate website or any other website that we may maintain is not incorporated by reference into this report.
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.