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Item 1. Financial Statements

2023-05-17 compared with 2022-11-14 · 142 added, 128 removed, 295 unchanged (48% of the section changed)

2 unchanged sentences

CONDENSED BALANCE SHEETS

September 30, 2022

March 31, 2023

December 31, 2022

28 unchanged sentences

CONDENSED STATEMENTS OF OPERATIONS

For the Three

September 30, 2022

September 30, 2021

September 30, 2022

September 30, 2021

March 31, 2023

March 31, 2022

General and administrative expenses

2 unchanged sentences

Total other income

( 1,766,224 )

Net income (loss)

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

Class A Ordinary Shares - Basic and diluted net loss per ordinary share

Class A Ordinary Shares - Basic and diluted net income (loss) per ordinary share

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

Class B Ordinary Shares - Basic and diluted net loss per ordinary share

Class B Ordinary Shares - Basic and diluted net income (loss) per ordinary share

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

4 unchanged sentences

Stockholders’

For the three and nine months ended September 30, 2022

For the three months ended March 31, 2023

Balance, January 1, 2023

1 unchanged sentence

( 4,986,539 )

Balance, March 31, 2022

( 2,854,898 )

( 2,854,539 )

Remeasurement of Class A ordinary shares

Balance, June 30, 2022

Remeasurement of Class A ordinary shares to redemption value

( 1,578,358 )

Remeasurement of Class A ordinary shares

Balance, September 30, 2022

Balance, March 31, 2023

( 5,344,124 )

3 unchanged sentences

Stockholders’

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

Balance, February 26, 2021 (inception)

Issuance of Class B ordinary shares to Sponsor

Balance, March 31, 2021

Balance, June 30, 2021

Class A ordinary shares accretion to redemption value

For the three months ended March 31, 2022

Balance, January 1, 2022

( 2,030,137 )

( 2,029,778 )

Balance, September 30, 2021

Balance, March 31, 2022

( 2,854,898 )

3 unchanged sentences

CONDENSED STATEMENTS OF CASH FLOWS

September 30,

Cash flows from operating activities

( 1,766,224 )

Net income (loss)

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

Interest earned on assets held in Trust

( 1,578,358 )

Changes in operating assets and liabilities:

Changes in accrued formation and offering costs

Prepaid expenses

1 unchanged sentence

Net cash used in operating activities

Cash flows from investing activities

Cash deposited into trust account

( 146,625,000 )

Net cash used in investing activities

( 146,625,000 )

Cash flows from financing activities

Sale of units in public offering, net

Sale of private placement warrants to sponsor

Proceeds from issuance of Class B ordinary shares to sponsor

Net cash provided by financing activities

Net change in cash

1 unchanged sentence

Cash at end of period

Non-cash financing activities:

Deferred underwriters’ discount and commissions

Initial classification of Class A ordinary shares subject to possible redemption

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 September 30, 2022, the Company had not commenced any operations.

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

As of March 31, 2023, the Company had not commenced any operations.

All activity for the period from February 26, 2021 (inception) through March 31, 2023, relates to the Company’s formation and the initial public offering (“Initial 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.

The Company will generate non-operating income in the form of interest income from the proceeds derived from the Public Offering.

The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering.

The Company has selected December 31 as its fiscal year end.

9 unchanged sentences

(i) the consummation of a Business Combination or (ii) the distribution of the Trust Account, as described below.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination.

The stock exchange listing rules require that the Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80 % of the assets held in the Trust Account (as defined below) (excluding the amount of deferred underwriting commissions and taxes payable on the income earned on the Trust Account).

1 unchanged sentence

There is no assurance that the Company will be able to successfully effect a Business Combination.

Upon the closing of the Public Offering, management has agreed that $ 10.00 per Unit sold in the Public Offering, including proceeds of the sale of the Private Placement Warrants, will be held in a trust account (the “Trust Account”) and invested in U.S.

Upon the closing of the Initial Public Offering, management has agreed that $ 10.00 per Unit sold in the Initial Public Offering, including proceeds of the sale of the Private Placement Warrants, will be held in a trust account (the “Trust Account”) and invested in U.S.

government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund investing solely in U.S.

4 unchanged sentences

There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants.

All of the Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Company’s Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation (the “Certificate of Incorporation”).

In accordance with the rules of the U.S.

8 unchanged sentences

If the Company seeks shareholder approval of the Business Combination, the Company will proceed with a Business Combination only if the Company receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the Company, or such other vote as required by law or stock exchange rule.

If a shareholder vote is not required and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its amended and restated memorandum and articles of association, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (the “SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination.

If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Public Offering in favor of approving a Business Combination.

If a shareholder vote is not required and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its amended and restated memorandum and articles of association, conduct the redemptions pursuant to the tender offer rules of the SEC, and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination.

If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination.

Additionally, each Public Shareholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination.

1 unchanged sentence

The Sponsor has agreed (a) to waive its redemption rights with respect to any Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the amended and restated memorandum and articles of association (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100 % of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Public Shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the Trust account and not previously released to pay taxes, divided by the number of then issued and outstanding Public Shares.

The Company will have until 24 months from the closing of the Public Offering to consummate a Business Combination (the “Combination Period”).

The Company will have until 24 months from the closing of the Initial Public Offering to consummate a Business Combination (the “Combination Period”) (unless such period is extended by an amendment to our amended and restated memorandum and articles of association).

However, if the Company has not completed a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100 % of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned and not previously released to us to pay our taxes, if any (less up to $ 100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish the rights of the Public Shareholders as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Public Shareholders and its Board of Directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

3 unchanged sentences

The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period, and in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares.

In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Public Offering price per Unit ($ 10.00 ).

In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (1) $ 10.00 per Public Share and (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $ 10.00 per Public Share, due to reductions in the value of trust assets, in each case net of the interest that may be withdrawn to pay taxes.

This liability will not apply to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and as to any claims under the Company’s indemnity of the underwriters of the Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”).

In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($ 10.00 ).

In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $ 10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $ 10.00 per Public Share, due to reductions in the value of trust assets, in each case net of the interest that may be withdrawn to pay taxes.

This liability will not apply to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”).

In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims.

6 unchanged sentences

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 proposed Transactions are expected to be consummated after the required approval by the shareholders of the Company, and satisfaction of the conditions stated in the Business Combination Agreement and certain other conditions.

The parties expect the Transactions to be completed in the second or third 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.

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”).

On December 23, 2022, Marti irrevocably and unconditionally waived the BCA Minimum Cash Condition.

On December 30, 2022, the Company filed a Registration Statement on Form F-4 with the SEC with respect to the Business Combination Agreement, and on March 1, 2023, the Company filed Amendment No.

1 to the Form F-4 with the SEC (as amended, the “Form F-4”).

On April 28, 2023, the Company, Merger Sub, and Marti entered into that certain Amendment No.1 to the Business Combination Agreement (the “BCA Amendment”).

The BCA Amendment, among other things, (i) formally removed the BCA Minimum Cash Condition, which was previously waived by Marti;

(ii) extended the outside termination date of the Business Combination Agreement to July 31, 2023;

(iii) revised certain terms of the management incentive plan to be adopted upon the closing of the Business Combination;

and (iv) revised the form of Amended and Restated Articles of Association to be adopted upon the closing of the Business Combination (see “–Amended and Restated Articles of Association” for additional information).

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.

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.

4 unchanged sentences

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.

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 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.

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 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 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, (i) the Convertible Notes were to bear 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 and (ii) the aggregate principal amount of PFG Debt (as defined therein) permitted to be incurred by Marti and its Subsidiaries (as defined therein) were not to exceed $ 18,000,000 at any time outstanding.

Additionally, the closing of the Subscription (the “Subscription Closing”) was conditioned on, among other things, a $ 150,000,000 minimum cash condition which included (i) the post-redemption balance in the Trust Account and (ii) Convertible Note proceeds (the “Subscription Minimum Cash Condition”).

On December 23, 2022, the Company, Marti and the existing PIPE Investor entered into an amendment to the Subscription Agreements (collectively, the “First PIPE Amendment”).

Pursuant to the terms of the First PIPE Amendment, the Subscription Minimum Cash Condition was amended to include (a) the aggregate original principal amount of the Convertible Notes issued to the PIPE Investors (including, without duplication, the unsecured convertible promissory notes which may be funded at the subscribers’ option prior to closing and which will convert into Convertible Notes at the closing of the business combination) issued at or prior to the closing;

plus (b) the aggregate amount of Qualified ABL Commitments (as defined in the First PIPE Amendment), whether drawn or undrawn and inclusive of all drawn and invested cash;

plus (c) the aggregate amount of Qualified Equity Commitments (as defined in the First PIPE Amendment);

plus (d) the amounts remaining in the Company’s Trust Account (following any redemptions);

plus (e) the aggregate cash and cash equivalents of Marti and its controlled subsidiaries.

In addition, the Indenture was amended to (i) increase the interest rate on the Convertible Notes to 15.00 % per annum, payable semi-annually (a) at a rate per annum equal to 10 % with respect to interest paid in cash and (b) at a rate per annum equal to 5 % with respect to payment-in-kind interest and (ii) increase the aggregate principal amount of PFG Debt permitted to be incurred by Marti and its Subsidiaries to $ 20,000,000 at any time outstanding.

On April 28, 2023, the Company, Marti and certain PIPE Investors representing $ 35,500,000 aggregate principal amount of Convertible Notes, entered into an amendment to the Subscription Agreements (collectively, the "Second PIPE Amendment").

The Second PIPE Amendment, among other things, (i) removes lock-up restrictions applicable to the PIPE Investors;

(ii) extends the outside termination date of the Subscription Agreements to July 31, 2023;

and (iii) replaces the indenture attached as Exhibit A to the Subscription Agreements with a revised Indenture.

The revised Indenture:

(i) decreases the conversion premium from 15.0 % to 10.0 %;

(ii) provides

for the conversion price to be subject to monthly resets for the first twelve (12) months following the date of issuance to an amount per Class A Ordinary Share equal to the lower of (y) the conversion price as of the immediately preceding reset date and (z) a 10.0 % premium to the average of the daily volume weighted average price over the 20 consecutive trading day period immediately preceding the applicable reset date, subject to a minimum of $ 1.65 per share and a maximum of $ 11.00 per share;

and (iii) includes a beneficial ownership limitation provision where the Convertible Notes may not be converted to the extent such conversion would result in the holder, its affiliates and any other person or entity acting as a group together with such holder or affiliates owning more than 9.99 % of outstanding Class A Ordinary Share.

The holder can increase or decrease the beneficial ownership limitation (provided that it cannot be increased to an amount greater than 19.99 %) only upon written notice to the Company, the trustee and the conversion agent under the Indenture, and such notice will not be effective until the 61st day after such notice is delivered to The Company.

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.

Refer to the Company’s current report on form 8-K, filed with the SEC on August 1, 2022, for more information.

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

The Amended and Restated Articles of Association will govern the Company following the closing and, pursuant to the BCA Amendment, will, among other things, prohibit Marti employees who hold (i) Class A Ordinary Shares issued as consideration pursuant to the Merger;

(ii) stock options or other equity awards in respect of Class A Ordinary Shares;

and/or (iii) Class A Ordinary Shares underlying any stock options or other equity awards in respect of Class A Ordinary Shares (“Lockup Securities”), in each case, from transferring Lockup Securities 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

As of September 30, 2022, the cash balance and working capital deficit were $ 310,808 and $ 2,246,929 , respectively.

As of March 31, 2023, the cash balance and working capital deficit were $ 142,759 and $ 3,187,515 , 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.

12 unchanged sentences

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (the “SEC”).

Certain information or footnote disclosures normally included in condensed financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting.

Certain information or footnote disclosures normally included in condensed financial statements prepared in accordance with GAAP have been condensed or omitted,

pursuant to the rules and regulations of the SEC for interim financial reporting.

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 September 30, 2022 and for the three and nine months ended September 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 September 30, 2022 and its results of operations and cash flows for the three and nine months ended September 30, 2022.

The results of operations for the three and nine months ended September 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.

In the opinion of the Company’s management, the unaudited condensed financial statements as of March 31, 2023 and for the three months ended March 31, 2023 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, 2023 and its results of operations and cash flows for the three months ended March 31, 2023.

The results of operations for the three months ended March 31, 2023 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

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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 September 30, 2022 and December 31, 2021.

The Company did no t have any cash equivalents as of March 31, 2023 and December 31, 2022.

Investments held in trust

Investments held in trust were $ 147,232,177 and $ 146,629,787 at September 30, 2022 and December 31, 2021, respectively, and consisted of a money market fund which is carried at fair value.

Investments held in trust were $ 150,323,003 and $ 148,744,645 at March 31, 2023 and December 31, 2022, 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 September 30, 2022, the Company has not experienced losses on this account.

At March 31, 2023, the Company has not experienced losses on this account.

Derivative Financial Interests

4 unchanged sentences

Offering Costs associated with a Public Offering

The Company complies with the requirements of FASB ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A — “ Expenses of Offering.” Offering costs of $ 567,396 consist principally of costs incurred in connection with formation and preparation for the Public Offering.

These costs, together with the underwriter discount of $ 2,875,000 and deferred fee of $ 5,031,250 , were charged to additional paid-in capital upon completion of the Public Offering.

These costs, together with the underwriter discount of $ 2,875,000 and deferred fee of $ 5,031,250 , were charged to additional paid-in capital upon completion of the Initial Public Offering.

Class A ordinary shares subject to possible redemption

3 unchanged sentences

At all other times, ordinary shares are classified as shareholders’ equity.

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 September 30, 2022 and December 31, 2021, the shares of Class A ordinary shares subject to possible redemption in the amount of $ 144,357,177 and $ 143,750,000 , respectively, are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet.

As of September 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

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, 2023 and December 31, 2022, the shares of Class A ordinary shares subject to possible redemption in the amount of $ 147,448,003 and $ 145,869,645 , respectively, are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet.

As of March 31, 2023 and December 31, 2022, the Class A ordinary shares subject to possible redemption reflected on the condensed balance sheets are reconciled in the following table:

Gross proceeds from Initial Public Offering

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

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Remeasurement of carrying value to redemption value

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

Class A ordinary shares subject to possible redemption, December 31, 2022

Remeasurement of carrying value to redemption value

Class A ordinary shares subject to possible redemption, March 31, 2023

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.

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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 September 30, 2022 and December 31, 2021.

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2023 and December 31, 2022.

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

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The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “ Fair Value Measurement ,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature.

Net Loss per Common Share

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 September 30, 2022 and September 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.

For the Three Months Ended

For the Nine Months Ended

September 30, 2022

Basic and diluted net loss per ordinary share

Allocation of net loss

( 1,412,979 )

Basic and diluted weighted average ordinary shares outstanding

Basic and diluted net loss per ordinary share

For the Three Months Ended

For the Period from February 26, 2021 (Inception)

September 30, 2021

Through September 30, 2021

Basic and diluted net loss per ordinary share

Allocation of net loss

Net Income (Loss) per Common Share

Net income (loss) per share is computed by dividing net income (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, 2023 and December 31, 2022 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 income (loss) per share is the same as basic income (loss) per share for the period presented.

Three Months Ended

March 31, 2023

March 31, 2022

Basic and diluted net income (loss) per ordinary share

Allocation of net income (loss)

Basic and diluted weighted average ordinary shares outstanding

Basic and diluted net loss per ordinary share

Basic and diluted net income (loss) per ordinary share

Recent Accounting Standards

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Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”) ”, which simplifies accounting for convertible instruments by removing major separation models required under current GAAP.

The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas.

The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share

calculation in certain areas.

ASU 2020-06 is effective for the Company on January 1, 2022.

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On March 18, 2021, the Sponsor purchased 3,593,750 of the Company’s Class B ordinary shares (the “Founder Shares”) in exchange for paying certain deferred offering costs of $ 25,000 .

The Founder Shares included an aggregate of up to 468,750 shares subject to forfeiture to the extent that the underwriters’ over-allotment was not exercised in full or in part, so that the number of Founder Shares will equal, on an as-converted basis, approximately 20 % of the Company’s issued and outstanding ordinary shares after the Public Offering.

As the underwriters’ over-allotment was exercised in full, none of the Founder Shares were forfeited.

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On March 18, 2021, the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $ 250,000 .

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

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

As of March 31, 2023 and December 31, 2022, there was no amount outstanding under the Promissory Note.

Related Party Loans

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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 September 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 of $ 8,640 on behalf of the Company, $ 0 and $ 8,640 were outstanding as of September 30, 2022 and December 31, 2021.

As of March 31, 2023 and December 31, 2022, there was no amount outstanding under the Working Capital Loans.

Callaway Subscription Agreement

On May 4, 2023, the Company and Callaway entered into that certain convertible note subscription agreement (the "Callaway Subscription Agreement").

Callaway is an affiliate of a director of the Company and the Callaway Subscription Agreement was unanimously approved by the Company's board of directors.

Pursuant to the terms of the Callaway Subscription Agreement, Callaway or its designee has the option (but not the obligation) to subscribe for up to $ 40,000,000 aggregate principal amount of Convertible Notes during the period beginning on the closing date of the Business Combination Agreement and the one year anniversary of the closing date of the Business Combination Agreement.

COMMITMENTS AND CONTINGENCIES

Registration Rights

The holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any shares of ordinary shares issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of Public Offering requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to shares of Class A ordinary shares).

The holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any shares of ordinary shares issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of the Initial Public Offering requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to shares of Class A ordinary shares).

The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities.

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The underwriters’ over-allotment option was exercised in full.

In connection with the Public Offering the underwriters were paid a cash underwriting discount of $ 0.20 per Unit, or $ 2,875,000 in the aggregate).

In connection with the Initial Public Offering the underwriters were paid a cash underwriting discount of $ 0.20 per Unit, or $ 2,875,000 in the aggregate).

In addition, the underwriters will be entitled to a deferred fee of $ 0.35 per Unit, or $ 5,031,250 in the aggregate).

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Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

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:

September 30, 2022

The following table presents information about the Company’s financial assets that are measured at fair value at March 31, 2023 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

March 31, 2023

December 31, 2022

Marketable securities held in the Trust Account

SHAREHOLDERS’ EQUITY (DEFICIT)

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.

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

As of March 31, 2023 and December 31, 2022, 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 September 30, 2022 and December 31, 2021, there were no Class A ordinary shares issued or outstanding.

As of March 31, 2023 and December 31, 2022, 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 September 30, 2022 and December 31, 2021, there were 3,593,750 Class B ordinary shares issued and outstanding.

As of March 31, 2023 and December 31, 2022, 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.

Holders of ordinary shares, holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of our shareholders except as otherwise required by law.

In connection with our initial business combination, we may enter into a shareholders agreement or other arrangements with the shareholders of the target or other investors to provide for voting or other corporate governance arrangements that differ from those in effect upon completion of our IPO.

The Class B ordinary shares will automatically convert into the Company’s Class A ordinary shares at the time of its initial business combination on a one -for-one basis, subject to adjustment pursuant to certain anti-dilution rights, as described herein.

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No fractional warrants will be issued upon separation of the Units and only whole warrants will trade.

The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the Public Offering.

The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the Initial Public Offering.

The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.

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Accordingly, the Public Warrants may expire worthless.

The Private Placement Warrants are identical to the Public Warrants underlying the Units being sold in the Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions.

The Private Placement Warrants are identical to the Public Warrants underlying the Units being sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions.

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.

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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.

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.

BCA Amendment

On April 28, 2023, the Company, Merger Sub, and Marti entered into the BCA Amendment.

The BCA Amendment, among other things, (i) formally removed the closing condition that the Company have cash on hand equal to or in excess of $ 50,000,000 , which was previously waived by Marti;

(ii) extended the outside termination date of the Business Combination Agreement to July 31, 2023;

(iii) revised certain terms of the management incentive plan to be adopted upon the closing of the Business Combination;

and (iv) revised the form of Amended and Restated Articles of Association to be adopted upon the closing of the Business Combination.

(see Note 1 for additional information).

Second PIPE Amendment

The Second PIPE Amendment, among other things, (i) removes lock-up restrictions applicable to the PIPE Investors;

(ii) extends the outside termination date of the Subscription Agreements to July 31, 2023;

and (iii) replaces the indenture attached as Exhibit A to the Subscription Agreements with a revised Indenture.

The revised Indenture:

(i) decreases the conversion premium from 15.0 % to 10.0 %;

(ii) provides for the conversion price to be subject to monthly resets for the first twelve (12) months following the date of issuance to an amount per Class A Ordinary Share equal to the lower of (y) the conversion price as of the immediately preceding reset date and (z) a 10.0 % premium to the average of the daily volume weighted average price over the 20 consecutive trading day period immediately preceding the applicable reset date, subject to a minimum of $ 1.65 per share and a maximum of $ 11.00 per share;

Amendments to Letter Agreements

As previously disclosed, on July 8, 2021, the Company entered into Letter Agreements with the Sponsor (the "Sponsor Letter Agreement") and members of the Company's board of directors and management team (the "Insiders", and with respect to the letter

agreement, the "Insider Letter Agreement", and the Insider Letter Agreement, together with the Sponsor Letter Agreement, the "Letter Agreements").

Pursuant to the terms of the respective Letter Agreements, the Sponsor and the Insiders agreed to certain restrictions with respect to the transfer of Company securities (the "Lock-Up Restrictions").

On May 1, 2023, the Company entered into Amendments to the Letter Agreements (the "Letter Agreement Amendments") with the Sponsor and each of the Insiders.

Pursuant to the terms of the Letter Agreement Amendments, the Company, the Sponsor and the Insiders agreed to remove the applicable Lock-Up Restrictions from the Letter Agreements.

Callaway Subscription Agreement

On May 4, 2023, the Company and Callaway entered into the Callaway Subscription Agreement.

Callaway is an affiliate of a director of the Company and the Callaway Subscription Agreement was unanimously approved by the Company's board of directors.

Refer to the Company’s Current Report on Form 8-K filed with the SEC on May 4, 2023 (as amended on May 8, 2023) for more information on the BCA Amendment, the Second PIPE Amendment, the Letter Agreement Amendments, and the Callaway Subscription Agreement.

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