2 unchanged sentences
Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial and accounting officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
−Removed: Our internal control over financial reporting did not result in effective controls to properly evaluate complex equity transactions.
−Removed: This lack of control led to improper accounting classification of certain Class A ordinary shares we issued in July 2021 as part of the Initial Public Offering which, due to its impact on our financial statements, we determined to be a material weakness.
+Added: Our internal control over financial reporting did not result in effective controls due to material weaknesses to properly evaluate complex equity transactions and perform timely period-end reconciliation of account-level balances.
Under the supervision and with the participation of our management, including our principal executive officer and principal financial and accounting officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the fiscal year ended December 31, 2022.
20 unchanged sentences
Independent Board Member
−Removed: Advisory Board Member
−Removed: Advisory Board Member
Kemal Kaya, Chief Executive Officer, Director
17 unchanged sentences
Michael Tanzer, Chief Financial Officer
−Removed: Michael serves as a Portfolio Manager for Callaway’s flagship investment fund, focusing on the identification, development, and execution of investment opportunities in corporate credit special situations.
+Added: Prior to March 2023, Michael served as a Portfolio Manager for Callaway’s flagship investment fund, focusing on the identification, development, and execution of investment opportunities in corporate credit special situations.
Prior to joining Callaway, Mr.
−Removed: Tanzer was a Senior Analyst at Southpaw Asset Management, where he focused on distressed investments across the capital structure, as well as litigation
−Removed: finance opportunities.
+Added: Tanzer was a Senior Analyst at Southpaw Asset Management, where he focused on distressed investments across the capital structure, as well as litigation finance opportunities.
Prior to joining Southpaw, he was a senior analyst at DG Capital Management, a special situations hedge fund based in New York.
33 unchanged sentences
Tim is a CFA charterholder.
−Removed: He holds a bachelor’s degree in healthcare management and policy magna cum laude from Georgetown University and a master’s in business administration with distinction from the Kellogg School of Management at Northwestern University.
−Removed: Advisory Board
−Removed: Our current advisory board members are as follows:
−Removed: Andy Stewart is an industry partner at Motive Partners and serves as the Chairman of the Board of Directors and is an Advisory Board member of Finantix and is Executive Chairman of Global Shares.
−Removed: Prior to joining Motive Partners, Andy co-led Blackrock’s Alternative Investment Platform (BAI).
−Removed: During his tenure, BAI invested in a wide array of notable acquisitions, including a leading Asian and European real estate business, Latin American infrastructure platform and a U.S.
−Removed: middle market lending platform.
−Removed: Andy chaired BAI’s Executive Committee and was a member of BAI’s investment committees, as well as Blackrock’s global operating and human capital committees.
−Removed: Before BAI, Andy helped build the Credit Suisse alternatives business into a robust driver of profitability and managed the global credit, commodities, insurance and hedge fund strategies across the U.S., Europe, Asia, and Latin America.
−Removed: Prior to joining Credit Suisse, Andy helped build Man Investments into one of the largest publicly traded alternative asset management firms in the world.
−Removed: Andy earned a Juris Doctor degree from the Indiana University School of Law, Bloomington where
−Removed: he served as an Editor of the Indiana Law Journal and graduated Cum Laude, and a Bachelor of Arts degree from the University of California, Santa Barbara.
−Removed: Andy is also a CAIA charter-holder.
−Removed: David Wright is the Chief Insurance Officer at Acrisure Technology Group.
−Removed: As Chief Insurance Officer, David brings his experience across the entire insurance value chain to the host of decisions, big and small, that make innovation a reality.
−Removed: Previously, David was a Managing Director at Acrisure Re (formerly Beach), where he was focused on reinsurance and portfolio placement.
−Removed: David led the sales production team in Beach’s New York office and was Head of Analytics in North America.
−Removed: David’s experience spans all classes of property, casualty, life, health, and specialty, including both reinsurance placement and facilitating underwriting capital for insurance portfolio startups and MGAs.
−Removed: David began his career at Beach in the sales team before attaining his actuarial qualifications and assuming leadership roles in both analytics and reinsurance production.
−Removed: He holds a bachelor’s degree from Queen’s University in Ontario.
+Added: He holds a Bachelor’s degree in healthcare management and policy magna cum laude from Georgetown University and a Master’s in Business Administration degree with distinction from the Kellogg School of Management at Northwestern University.
Number and Terms of Office of Officers and Directors
14 unchanged sentences
Executive Officer and Director Compensation
−Removed: None of our executive officers or directors has received any cash (or non-cash) compensation for services rendered to us.
−Removed: Our Sponsor, executive officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations.
−Removed: Our audit committee will review on a quarterly basis all payments that were made to our Sponsor, officers or directors, or our or their affiliates.
−Removed: After the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting or management fees from the combined company.
−Removed: All of these fees will be fully disclosed to shareholders, to the extent then known, in the tender offer materials or proxy solicitation materials furnished to our shareholders in connection with a proposed business combination.
−Removed: We have not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of management.
−Removed: It is unlikely the amount of such compensation will be known at the time of the proposed business combination, because the directors of the post-combination business will be responsible for determining executive officer and director compensation.
−Removed: Any compensation to be paid to our executive officers will be determined, or recommended to the board of directors for determination, either by a compensation committee constituted solely by independent directors or by a majority of the independent directors on our board of directors.
−Removed: We do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation of our initial business combination, although it is possible that some or all of our executive officers and directors may negotiate employment or consulting arrangements to remain with us after our initial business combination.
−Removed: The existence or terms of any such employment or consulting arrangements to retain their positions with us may influence our management’s motivation in identifying or selecting a target business but we do not believe that the ability of our management to remain with us after the consummation of our initial business combination will be a determining factor in our decision to proceed with any potential business combination.
−Removed: We are not party to any agreements with our executive officers and directors that provide for benefits upon termination of employment.
+Added: None of the Company’s officers or directors have received any cash compensation for services rendered to the Company.
+Added: The Sponsor, the Company’s executive officers and directors, and their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on the Company’s behalf, such as identifying potential target businesses and performing due diligence on suitable business combinations.
+Added: Other than these reimbursements, no compensation of any kind, including finder’s and consulting fees, will be paid by the Company to the Sponsor, and the Company’s officers and directors, or any of their respective affiliates prior to completion of the initial business combination.
+Added: Beginning on February 26, 2021 through the initial business combination, the Sponsor will provide us with office space and certain office and secretarial services at no charge.
+Added: However, this arrangement is solely for our benefit and is not intended to provide our executive officers or directors compensation in lieu of a salary.
+Added: There will be no finder’s fees, reimbursements or cash payments made to the Sponsor, officers or directors, or our or their affiliates, for services rendered to us prior to or in connection with the completion of the Business Combination, other than the following payments, none of which will be made from the proceeds of our IPO held in the Trust Account prior to the completion of our initial business combination:
+Added: ● Repayment of up to a total of $250,000 in loans made to us by the Sponsor to cover offering-related and organizational expenses;
+Added: ● Reimbursement for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination.
+Added: We do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation of the Transactions contemplated by the Business Combination Agreement.
+Added: However, in the event that the Transactions contemplated by the Business Combination Agreement are consummated, Daniel Freifeld is expected to be nominated to serve as a director of the post-closing company.
Committees of the Board of Directors
54 unchanged sentences
The nominating and corporate governance committee does not distinguish among nominees recommended by shareholders and other persons.
−Removed: Compensation Committee Interlocks and Insider Participation
−Removed: None of our executive officers currently serves, and in the past year has not served, as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving on our board of directors.
Code of Ethics
5 unchanged sentences
Executive Officer and Director Compensation
−Removed: None of our executive officers or directors has received any cash (or non-cash) compensation for services rendered to us.
−Removed: Our Sponsor, executive officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations.
−Removed: Since February 26, 2021 through the acquisition of a target business, our Sponsor will provide us with office space and certain office and secretarial services at no charge.
+Added: None of the Company’s officers or directors have received any cash compensation for services rendered to the Company.
+Added: The Sponsor, the Company’s executive officers and directors, and their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on the Company’s behalf, such as identifying potential target businesses and performing due diligence on suitable business combinations.
+Added: Other than these reimbursements, no compensation of any kind, including finder’s and consulting fees, will be paid by the Company to the Sponsor, and the Company’s officers and directors, or any of their respective affiliates prior to completion of the initial business combination.
+Added: Beginning on February 26, 2021 through the initial business combination, the Sponsor will provide us with office space and certain office and secretarial services at no charge.
However, this arrangement is solely for our benefit and is not intended to provide our executive officers or directors compensation in lieu of a salary.
−Removed: There will be no finder’s fees, reimbursements or cash payments made to our Sponsor, officers or directors, or our or their affiliates, for services rendered to us prior to or in connection with the completion of our initial business combination, other than the following payments, none of which will be made from the proceeds of our IPO held in the Trust Account prior to the completion of our initial business combination:
−Removed: ● Repayment of up to a total of $250,000 in loans made to us by our Sponsor to cover offering-related and organizational expenses;
+Added: There will be no finder’s fees, reimbursements or cash payments made to the Sponsor, officers or directors, or our or their affiliates, for services rendered to us prior to or in connection with the completion of the Business Combination, other than the following payments, none of which will be made from the proceeds of our IPO held in the Trust Account prior to the completion of our initial business combination:
+Added: ● Repayment of up to a total of $250,000 in loans made to us by the Sponsor to cover offering-related and organizational expenses;
● Reimbursement for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination.
−Removed: ● Repayment of loans which may be made by our Sponsor or an affiliate of our Sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination, the terms of which have not been determined nor have any written agreements been executed with respect thereto;
−Removed: but up to $1,500,000 of such loans may be convertible into warrants at a price of $1.00 per warrant at the option of the lender.
−Removed: The warrants would be identical to the private placement warrants, including, as to exercise price, exercisability and exercise period.
−Removed: We do not expect to seek loans from parties other than our Sponsor or an affiliate of our Sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our Trust Account.
−Removed: If we do not complete a business combination, the loans may not be repaid;
−Removed: ● At the closing of our initial business combination, we may pay customary financial consulting fees.
−Removed: We may pay such financial consulting fees in the event our initial shareholders, officers, directors or their affiliates provide us with specific target company, industry, financial or market expertise, as well as insights, relationships, services or resources in order to assess, negotiate and consummate an initial business combination.
−Removed: The amount of any such financial consulting fee we pay will be based upon the prevailing market for similar services for comparable transactions at such time, and will be subject to the review of our audit committee pursuant to the audit committee’s policies and procedures relating to transactions that may present conflicts of interest.
−Removed: We would disclose any such fee in the proxy or tender offer materials used in connection with a proposed business combination.
−Removed: Our audit committee will review on a quarterly basis all payments that were made to our Sponsor, officers or directors, or our or their affiliates.
−Removed: After the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting or management fees from the combined company.
−Removed: All of these fees will be fully disclosed to shareholders, to the extent then known, in the tender offer materials or proxy solicitation materials furnished to our shareholders in connection with a proposed business combination.
−Removed: We have not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of management.
−Removed: It is unlikely the amount of such compensation will be known at the time of the proposed business combination, because the directors of the post-combination business will be responsible for determining executive officer and director compensation.
−Removed: Any compensation to be paid to our executive officers will be determined, or recommended to the board of directors for determination, either by a compensation committee constituted solely by independent directors or by a majority of the independent directors on our board of directors.
−Removed: We do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation of our initial business combination, although it is possible that some or all of our executive officers and directors may negotiate employment or consulting arrangements to remain with us after our initial business combination.
−Removed: The existence or terms of any such employment or consulting arrangements to retain their positions with us may influence our management’s motivation in identifying or selecting a target business but we do not believe that the ability of our management to remain with us after the consummation of our initial business combination will be a determining factor in our decision to proceed with any potential business combination.
−Removed: We are not party to any agreements with our executive officers and directors that provide for benefits upon termination of employment.
+Added: We do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation of the Transactions contemplated by the Business Combination Agreement.
+Added: However, in the event that the Transactions contemplated by the Business Combination Agreement are consummated, Daniel Freifeld is expected to be nominated to serve as a director of the post-closing company.
+Added: Compensation Committee Interlocks and Insider Participation
+Added: None of our executive officers currently serves, and in the past year has not served, as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving on our board of directors.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS
17 unchanged sentences
* Less than one percent.
−Removed: (1) This table is based on 17,968,750 ordinary shares outstanding at December 31, 2021, of which 14,375,000 were Class A Ordinary Shares and 3,593,750 were Class B Ordinary Shares.
+Added: (1) This table is based on 17,968,750 ordinary shares outstanding at December 31, 2022, of which 14,375,000 were Class A Ordinary Shares and 3,593,750 were Founder Shares.
Unless otherwise noted, the business address of each of the entities or individuals is 2001 S Street NW, Washington, DC 20009.
−Removed: (2) Interests shown consist solely of founder shares, classified as Class B Ordinary Shares.
+Added: (2) Interests shown consist solely of Founder Shares, classified as Founder Shares.
Such shares will automatically convert into Class A Ordinary Shares at the time of our initial business combination or earlier at the option of the holders thereof as described in the section entitled “Description of Securities.”
20 unchanged sentences
Transfer Restrictions on Founder Shares and Private Placement Warrants
−Removed: The founder shares, private placement warrants and any Class A Ordinary Shares issued upon exercise thereof are subject to transfer restrictions pursuant to lock-up provisions in a letter agreement with us to be entered into by our Sponsor.
+Added: The Founder Shares, Private Placement Warrants and any Class A Ordinary Shares issued upon exercise thereof are subject to transfer restrictions pursuant to lock-up provisions in a letter agreement with us and entered into by our Sponsor.
Those lock-up provisions provide that such securities are not transferable, assignable or salable (i) in the case of the Founder Shares, until one year after the date of the consummation of our initial business combination, or earlier if, subsequent to our initial business combination, (a) the last reported sale price of our Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination or (b) we consummate a subsequent liquidation, merger, capital stock exchange or other similar transaction which results in all of our shareholders having the right to exchange their ordinary shares for cash, securities or other property;
11 unchanged sentences
For a complete discussion regarding certain relationships and related transactions, see the section titled “Certain Relationships and Related Party Transactions” contained in the prospectus, which section is incorporated by reference herein.
+Added: For details regarding certain relationships and related transactions in connection with the Business Combination Agreement, see the section titled “Certain Relationships and Related Party Transactions” contained in the Form F-4.
PRINCIPAL ACCOUNTING FEES AND SERVICES.
Audit fees consist of fees billed for professional services rendered for the audit of our year-end financial statements, reviews of our quarterly financial statements and services that are normally provided by our independent registered public accounting firm in connection with statutory and regulatory filings.
−Removed: Audit fees amounted to $149,357, for the period ended December 31, 2021.
+Added: Audit fees amounted to $94,144 and $149,357, for the periods ended December 31, 2022 and December 31, 2021, respectively.
Audit-Related Fees
Audit-related services consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review of our financial statements and are not reported under “Audit Fees.” These services include attest services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards.
−Removed: We did not pay Marcum for consultations concerning financial accounting and reporting standards for the year ended December 31, 2021.
+Added: We did not pay Marcum for consultations concerning financial accounting and reporting standards for either of the years ended December 31, 2022 or December 31, 2021.
All Other Fees
9 unchanged sentences
INDEX TO FINANCIAL STATEMENTS
−Removed: Galata Acquisition Corp
−Removed: Report of Independent Registered Public Accounting Firm (PCAOB ID Number 688 )
+Added: Report of Independent Registered Public Accounting (PCAOB ID Number 688 )
Financial Statements:
−Removed: Balance Sheet as of December 31, 2021
−Removed: Statement of Operations for the Period February 26, 2021 (Inception) Through December 31, 2021
−Removed: Statement of Changes in Shareholders’ Deficit for the Period February 26, 2021 (Inception) Through December 31, 2021
−Removed: Statement of Cash Flows for the Period February 26, 2021 (Inception) Through December 31, 2021
+Added: Balance Sheets as of December 31, 2022 and 2021
+Added: Statements of Operations for the Year Ended December 31, 2022 and for the Period from February 26, 2021 (Inception) Through December 31, 2021
+Added: Statements of Changes in Stockholders’ Deficit for the Year ended December 31, 2022 and for the Period from February 26, 2021 (Inception) Through December 31, 2021
+Added: Statements of Cash Flows for the Year Ended December 31, 2022 and for the Period from February 26, 2021 (Inception) Through December 31, 2021
Notes to Financial Statements
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
−Removed: To the Shareholders and Board of Directors of
+Added: To the Stockholders’ and Board of Directors of
Galata Acquisition Corp.
Opinion on the Financial Statements
−Removed: We have audited the accompanying balance sheet of Galata Acquisition Corp.
−Removed: (the “Company”) as of December 31, 2021, the related statements of operations, changes in shareholders’ deficit and cash flows for the period from February 26, 2021 (inception) through December 31, 2021, and the related notes (collectively referred to as the “financial statements”).
−Removed: In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021, and the results of its operations and its cash flows for the period from February 26, 2021 (inception) through December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.
+Added: We have audited the accompanying balance sheets of Galata Acquisition Corp.
+Added: (the “Company”) as of December 31, 2022 and 2021, the related statements of operations, stockholders’ deficit and cash flows for the year ended December 31, 2022 and for the period from February 26, 2021 (inception) through December 31, 2021, and the related notes (collectively referred to as the “financial statements”).
+Added: In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for the year ended December 31, 2022 and for the period from February 26, 2021 (inception) through December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.
Explanatory Paragraph – Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.
−Removed: As more fully described in Note 1, the Company has incurred losses and needs to raise additional funds to meet its obligations and sustain its operations.
+Added: As more fully described in Note 1, the Company has a significant working capital deficiency and needs to raise additional funds to meet its obligations and sustain its operations.
+Added: Additionally, management has determined that the business combination period is less than one year from the date of the issuance of the financial statements.
+Added: There is no assurance that the Company’s plans to consummate a business combination will be successful within the combination period.
+Added: The Company has until July 13, 2023 to complete a business combination.
These conditions raise substantial doubt about the Company’s ability to continue as a going concern.
3 unchanged sentences
These financial statements are the responsibility of the Company’s management.
−Removed: Our responsibility is to express an opinion on the Company's financial statements based on our audit.
+Added: Our responsibility is to express an opinion on the Company’s financial statements based on our audits.
We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.
federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
−Removed: We conducted our audit in accordance with the standards of the PCAOB.
−Removed: Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.
+Added: We conducted our audits in accordance with the standards of the PCAOB.
+Added: Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.
The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.
−Removed: As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting.
+Added: As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.
Accordingly, we express no such opinion.
−Removed: Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.
+Added: Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.
Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
−Removed: Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.
−Removed: We believe that our audit provides a reasonable basis for our opinion.
+Added: Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.
+Added: We believe that our audits provide a reasonable basis for our opinion.
/s/ Marcum LLP
3 unchanged sentences
GALATA ACQUISITION CORP.
−Removed: BALANCE SHEET
+Added: BALANCE SHEETS
December 31, 2022
+Added: December 31, 2021
Prepaid expenses
2 unchanged sentences
Investments held in Trust Account
−Removed: TOTAL LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ DEFICIT
−Removed: Accrued expenses
+Added: TOTAL LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS’ DEFICIT
+Added: Accounts payable and accrued expenses
Total Current Liabilities
3 unchanged sentences
Class A ordinary shares subject to possible redemption;
−Removed: 14,375,000 shares (at $ 10.00 per share)
−Removed: Shareholders' deficit:
+Added: 14,375,000 shares (at $ 10.15 and $ 10.00 per share)
+Added: Stockholders’ deficit:
Preferred shares, $ 0.0001 par value;
6 unchanged sentences
( 4,986,898 )
−Removed: Total Shareholders’ Deficit
( 2,030,137 )
−Removed: Total Liabilities, Class A ordinary shares subject to possible redemption and Shareholders’ Deficit
+Added: Total Stockholders’ Deficit
+Added: ( 4,986,539 )
+Added: ( 2,029,778 )
+Added: Total Liabilities, Class A ordinary shares subject to possible redemption and Stockholders’ Deficit
The accompanying notes are an integral part of the financial statements.
GALATA ACQUISITION CORP.
−Removed: STATEMENT OF OPERATIONS
+Added: STATEMENTS OF OPERATIONS
+Added: December 31, 2022
+Added: December 31, 2021
General and administrative expenses
8 unchanged sentences
GALATA ACQUISITION CORP.
−Removed: STATEMENT OF CHANGES IN SHAREHOLDERS’ DEFICIT
−Removed: FOR THE PERIOD FROM FEBRUARY 26, 2021 (INCEPTION) THROUGH DECEMBER 31, 2021
+Added: STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT
Class A Ordinary Shares
Class B Ordinary Shares
−Removed: Shareholders’
+Added: Stockholders’
+Added: For the year ended December 31, 2022
+Added: Balance, January 1, 2022
+Added: ( 2,030,137 )
+Added: ( 2,029,778 )
+Added: Remeasurement of Class A ordinary shares to redemption value
+Added: ( 2,119,645 )
+Added: ( 2,119,645 )
+Added: Balance, December 31, 2022
+Added: ( 4,986,898 )
+Added: ( 4,986,539 )
+Added: Class A Ordinary Shares
+Added: Class B Ordinary Shares
+Added: Stockholders’
+Added: For the period from February 26, 2021 (inception) through December 31, 2021
Balance, February 26, 2021 (inception)
8 unchanged sentences
GALATA ACQUISITION CORP.
−Removed: STATEMENT OF CASH FLOWS
+Added: STATEMENTS OF CASH FLOWS
Cash flows from operating activities
1 unchanged sentence
Interest earned on assets held in Trust
+Added: ( 2,114,858 )
Changes in operating assets and liabilities:
+Added: Changes in accrued formation and offering costs
Prepaid expenses
7 unchanged sentences
Cash flows from financing activities
−Removed: Sale of units in public offering, net of offering costs
+Added: Sale of units in public offering, net
Sale of private placement warrants to sponsor
11 unchanged sentences
NOTES TO FINANCIAL STATEMENTS
−Removed: DECEMBER 31, 2021
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND LIQUIDITY
57 unchanged sentences
The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.
+Added: Proposed Business Combination
+Added: Business Combination Agreement
+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 agreed that the obligations of the Company to consummate the transactions contemplated by the Business Combination Agreement are subject to satisfaction or waiver by the Company 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 SPAC public shareholders, SPAC 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, the Company irrevocably and unconditionally waived the BCA Minimum Cash Condition.
+Added: Company Stockholder Support Agreement
+Added: 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.
+Added: 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.
+Added: Investor Rights Agreement
+Added: 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”).
+Added: 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).
+Added: 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.
+Added: Founders Stock Letter
+Added: 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
+Added: 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.
+Added: Subscription Agreements
+Added: 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 $ 49,500,000 (the “Subscription”) and having the terms set forth in the indenture in respect of the Convertible Notes (the “Indenture”).
+Added: Pursuant to the Indenture, the Convertible Notes bear an interest at a rate of 15.00 % per annum, payable semi-annually (a) at a rate per annum equal to 10.00 % with respect to interest paid in cash and (b) a rate per annum equal to 5.00 % with respect to payment-in-kind interest, plus any additional interest or special interest that may accrue pursuant to the terms of the Indenture.
+Added: 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.
+Added: 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.
+Added: If the conditions are met, the Transactions will be consummated immediately following the Subscription Closing.
+Added: 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.
+Added: 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.
+Added: Amended and Restated Articles of Association
+Added: 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.
+Added: 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;
+Added: (ii) Company Class A ordinary shares converted from Founders Shares in connection with the Merger;
+Added: (iii) the Private Placement Warrants;
+Added: (iv) Company Class A ordinary shares underlying such Private Placement Warrants;
+Added: (v) options to purchase Company Class A ordinary shares (“Company Options”) or other equity awards in respect of Company Class A ordinary shares;
+Added: 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.
Liquidity and Management’s Plan
−Removed: As of December 31, 2021 the cash and working capital were $ 610,926 and $ 52,029 respectively.
−Removed: 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 here is substantial doubt that the Company can sustain operations for a period of at least one year from the issuance date of these financial statements.
+Added: As of December 31, 2022, the cash balance and working capital deficit were $ 251,865 and $ 2,830,289 , respectively.
+Added: 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.
+Added: There is no assurance that the Company’s plans to consummate a business combination will be successful within the combination period.
+Added: The Company has until July 13, 2023 to complete a business combination.
+Added: 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 financial statements.
The financial statements do not include any adjustments that might result from the outcome of the uncertainty.
Risks and Uncertainties
−Removed: Management is currently evaluating the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements.
−Removed: The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
+Added: Management is currently evaluating the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these condensed financial statements.
+Added: The condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.
+Added: In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine.
+Added: As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus.
+Added: 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
Basis of presentation
−Removed: The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”).
+Added: The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).
Emerging Growth Company
3 unchanged sentences
The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.
−Removed: This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
+Added: This may make comparison of the Company’s condensed financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates
5 unchanged sentences
The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.
−Removed: The Company did no t have any cash equivalents as of December 31, 2021.
+Added: The Company did no t have any cash equivalents as of December 31, 2022 and December 31, 2021.
Investments held in trust
−Removed: Investments held in trust was $ 146,629,787 at December 31, 2021 and consisted of a money market fund which is carried at fair value.
+Added: Investments held in trust were $ 148,744,645 and $ 146,629,787 at December 31, 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.
12 unchanged sentences
At all other times, ordinary shares are classified as shareholders’ equity.
−Removed: 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.
−Removed: Accordingly, at 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.
+Added: 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.
+Added: Accordingly, at December 31, 2022 and December 31, 2021, the shares of Class A ordinary shares subject to possible redemption in the amount of $ 145,869,645 and $ 143,750,000 , respectively, are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet.
+Added: As of December 31, 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:
+Added: Gross proceeds from IPO
+Added: Offering costs allocated to Class A ordinary shares subject to possible redemption
+Added: ( 7,193,811 )
+Added: Private placement warrants proceeds in excess of fair value
+Added: ( 2,921,750 )
+Added: Remeasurement of carrying value to redemption value
+Added: Class A ordinary shares subject to possible redemption, December 31, 2021
+Added: Remeasurement of carrying value to redemption value
+Added: Class A ordinary shares subject to possible redemption, December 31, 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.
−Removed: There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2021.
+Added: There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 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.
1 unchanged sentence
In accordance with Cayman income tax regulations, income taxes are not levied on the Company.
−Removed: Consequently, income taxes are not reflected in the Company’s financial statements.
+Added: Consequently, income taxes are not reflected in the Company’s condensed financial statements.
Fair value of financial instruments
2 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.
−Removed: At 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.
+Added: At December 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.
As a result, diluted loss per share is the same as basic loss per share for the period presented.
+Added: For the year Ended
For the Period from February 26, 2021 (Inception)
+Added: December 31, 2022
Through December 31, 2021
−Removed: Basic and diluted net income (loss) per common share
−Removed: Allocation of loss, as adjusted
−Removed: Basic and diluted weighted average shares outstanding
−Removed: Basic and diluted loss per common share
+Added: Basic and diluted net loss per ordinary share
+Added: Allocation of net loss
+Added: Basic and diluted weighted average ordinary shares outstanding
+Added: Basic and diluted net loss per ordinary share
Recent Accounting Standards
5 unchanged sentences
The adoption of ASU 2020-06 did not have an impact on the Company’s financial position, results of operations or cash flows.
−Removed: Management does not believe that any recently issued, but not yet effective, accounting standards, except as noted above, if currently adopted, would have a material effect on the Company’s financial statements.
+Added: Management does not believe that any recently issued, but not yet effective, accounting standards, except as noted above, if currently adopted, would have a material effect on the Company’s condensed financial statements.
INITIAL PUBLIC OFFERING
20 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.
−Removed: As of December 31, 2021, there was no amount outstanding under the Promissory Note.
+Added: As of December 31, 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.
−Removed: As of December 31, 2021, there was no amount outstanding under the Working Capital Loans.
+Added: As of December 31, 2022 and December 31, 2021, there was no amount outstanding under the Working Capital Loans.
Related Party Payable
−Removed: A related party has incurred expenses on behalf of the Company.
−Removed: $ 8,640 was outstanding as of December 31, 2021.
+Added: For the period ended December 31, 2021, related party has incurred expenses of $ 8,640 on behalf of the Company.
+Added: As of December 31, 2022 and 2021, $ 0 and $ 8,640 were outstanding and included as a liability.
COMMITMENTS AND CONTINGENCIES
23 unchanged sentences
December 31, 2022
+Added: December 31, 2021
Marketable securities held in the Trust Account
−Removed: SHAREHOLDERS’ EQUITY
+Added: SHAREHOLDERS’ DEFICIT
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.
−Removed: As of December 31, 2021, there were no preferred shares issued or outstanding .
+Added: As of December 31, 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.
−Removed: As of December 31, 2021, there were no Class A ordinary shares issued or outstanding .
+Added: As of December 31, 2022 and December 31, 2021, except for the 14,375,000 Class A ordinary shares subject to possible redemption, 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.
−Removed: As of December 31, 2021, there were 3,593,750 Class B ordinary shares issued and outstanding.
+Added: As of December 31, 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.
27 unchanged sentences
The Company accounts for the 14,437,500 warrants issued in connection with the Initial Public Offering (including 7,187,500 Public Warrants and 7,250,000 Private Place Warrants) in accordance with the guidance contained in ASC 815-40.
−Removed: Such guidance provides that the warrants that are described above are afforded equity classification.
+Added: Such guidance provides
+Added: that the warrants that are described above are afforded equity classification.
Subsequent changes in fair value are not recognized as long as the contracts continue to be classified in equity.
−Removed: CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION
−Removed: The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events.
−Removed: The Company is authorized to issue 200,000,000 shares of Class A common stock with a par value of $ 0.0001 per share.
−Removed: Holders of the Company’s Class A common stock are entitled to one vote for each share.
−Removed: As of December 31, 2021, there were 14,375,000 shares of Class A common stock outstanding, all of which were subject to possible redemption.
−Removed: As of December 31, 2021, Class A common stock subject to possible redemption reflected on the balance sheet is reconciled on the following table:
−Removed: Gross proceeds
−Removed: Offering costs allocated to Class A common stock subject to possible redemption
−Removed: ( 7,193,811 )
−Removed: Private placement warrants proceeds in excess of fair value
−Removed: ( 2,921,750 )
−Removed: Re-measurement of carrying value to redemption value
−Removed: Class A common stock subject to possible redemption
SUBSEQUENT EVENTS
Management has evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued.
−Removed: Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.
−Removed: (b) The following Exhibits are filed as part of this Annual Report on Form 10-K:
+Added: Based upon this review, the Company did not identify any subsequent events, except as noted below, that would have required adjustment or disclosure in the financial statements.
+Added: On January 26, 2023, the Company received a demand letter by a purported stockholder of the Company.
+Added: The demand letter alleges, among other things, that the Company failed to disclose material information regarding the Business Combination Agreement and the Transactions.
+Added: The demand letter provides that the stockholder reserves all rights, including the right to file a complaint for breach of fiduciary duties and/or violations of federal securities laws.
+Added: On January 26, 2023, the Company received a second demand letter by a different purported stockholder of the Company.
+Added: The demand letter alleges, among other things, that the Company failed to disclose material information regarding the Business Combination Agreement and the Transactions.
+Added: The demand letter provides that the stockholder reserves all rights, including the right to file a complaint in connection with the Business Combination Agreement and the Transactions.
+Added: Additional potential plaintiffs may file lawsuits challenging the Business Combination Agreement.
+Added: The outcome of any future litigation is uncertain.
+Added: Such litigation, if not resolved, could prevent or delay consummation of the Transactions contemplated by Business Combination Agreement and result in substantial costs to the Company, including any costs associated with the indemnification of directors and officers.
+Added: On February 1, 2023, the Company received a written notice (the “Notice”) from the staff of NYSE Regulation of the New York Stock Exchange (“NYSE”) indicating that the Company is not currently in compliance with Section 1003(b)(i)(B) of the NYSE American LLC (“NYSE American”) Company Guide (the “Company Guide”), which requires the Company to maintain a minimum of 300 public shareholders on a continuous basis.
+Added: On March 2, 2023, the Company delivered a business plan to the NYSE American outlining how the Company intends to cure the deficiency and comply with the NYSE American continued listing requirement.
+Added: The Company can avoid delisting if, by August 1, 2024, our securities are owned by at least 300 public stockholders.
+Added: The Company expects that upon completion of an initial business combination we will have at least 300 public stockholders.
+Added: The Company’s ordinary shares, warrants and units, which trade under the symbols “GLTA.U,” “GLTA” and “GLTA WS,” respectively, will continue to be listed and traded on the NYSE American during the cure period, subject to the Company’s compliance with the NYSE American’s other applicable continued listing standards, and will bear the indicator “.BC” on the consolidated tape to indicate noncompliance with the NYSE American’s continued listing standards
Amended and Restated Memorandum and Articles of Association of the Company, dated July 8, 2021.**
13 unchanged sentences
Form of Indemnity Agreement.***
+Added: Form of Amendment to Convertible Note Subscription Agreement*
Form of Code of Ethics.***
12 unchanged sentences
XBRL Definition Linkbase Document
+Added: * Incorporated by reference to the Registrant’s Current Report on Form 8-K filed on December 23, 2022.
** Incorporated by reference to the Registrant’s Current Report on Form 8-K filed on July 8, 2021.
32 unchanged sentences
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.