ADDED
At June 30, 2022, the last business day of the registrant s most recently completed second fiscal quarter, the aggregate market value of the common stock of the registrant held by non-affiliates of the registrant was $ 142,025,000 computed by the closing price thereof.
As of March 30, 2023, 14,375,000 Class A ordinary shares, par value $0.0001 per share, and 3,593,750 Class B ordinary shares, par value $0.0001 per share, were issued and outstanding.
We may not be able to complete our business combination with Marti Technologies, Inc.
or any other initial business combination in the prescribed time frame, in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate, in which case our public shareholders may receive only $10.20 per share, or less than such amount in certain circumstances, and our warrants will expire worthless.
Our search for a business combination, and any target business with which we ultimately consummate a business combination, may be materially adversely affected by the coronavirus (COVID-19) outbreak, the invasion of Ukraine by Russia and the resulting sanctions, recent increases in inflation, other events (such as terrorist attacks, geopolitical unrest, natural disasters or a significant outbreak of other infectious diseases), and the status of debt and equity markets.
On March 18, 2021, we issued an aggregate of 3,593,750 Class B ordinary shares of the Company, $0.0001 par value per share ( Founder Shares ), to our sponsor, Galata Acquisition Sponsor, LLC (the Sponsor ), for a total subscription price of $25,000, or approximately $0.007 per share.
Proposed Business Combination 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 ).
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.
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 Securities and Exchange Commission (the SEC ) with respect to the Business Combination Agreement, and on March 1, 2023, the Company filed Amendment No.
REMOVED
As of March 25, 2022, 14,375,000 Class A ordinary shares, par value $0.0001 per share, and 3,593,750 Class B ordinary shares, par value $0.0001 per share, were issued and outstanding.
On March 18, 2021, we issued an aggregate of 3,593,750 founder shares to our sponsor, Galata Acquisition Sponsor LLC (the Sponsor ), for a total subscription price of $25,000, or approximately $0.007 per share.
Simultaneously with the closing of the IPO, the Company consummated the sale of 6,500,000 warrants (together with the warrants below, the Private Placement Warrants ) at a price of $1.00 per Private Placement Warrant in private placements to Sponsor.
We may seek to raise additional funds through a private offering of debt or equity securities in connection with the completion of our initial business combination, and we may effectuate our initial business combination using the proceeds of such offering rather than using the amounts held in the Trust Account.
Lack of Business Diversification For an indefinite period of time after the completion of our initial business combination, the prospects for our success may depend entirely on the future performance of a single business.
In the event that the proceeds in the Trust Account are reduced and our Sponsor asserts that it is unable to satisfy its obligations or that it has no such indemnification obligations related to a particular claim, our disinterested directors would determine whether to take legal action against our Sponsor to enforce its indemnification obligations.
The requirement that we complete our initial business combination within the prescribed time frame may give potential target businesses leverage over us in negotiating an initial business combination and may limit the time we have in which to conduct due diligence on potential business combination targets, in particular as we approach our dissolution deadline, which could undermine our ability to complete our initial business combination on terms that would produce value for our shareholders.
Any conversion of Class B ordinary shares (the Class B Ordinary Shares ) described herein will take effect as a compulsory redemption of Class B Ordinary Shares and an issuance of Class A Ordinary Shares as a matter of Cayman Islands law.
Risks Relating to Our Securities Our outstanding warrants may have an adverse effect on the market price of our Class A Ordinary Shares and make it more difficult to effect a business combination.
We issued warrants to purchase 12,500,000 Class A Ordinary Shares as part of the units offered by our prospectus dated July 8, 2021.