Galata SPAC amends Marti deal: cash condition dropped, outside date extended, note terms revised

Marti Technologies, Inc.

Removes $50M minimum cash closing condition; extends outside date to July 31, 2023.
Revised convertible notes: conversion premium increased to 15%, monthly reset dates, floor lowered to $1.50.
Lock‐up restrictions eliminated for PIPE investors, sponsor, and insiders (directors/management).
Farragut gets option to subscribe up to $40M in convertible notes post‐closing.
PIPE Amendment extends subscription agreement termination date to July 31, 2023.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

Marti Technologies, Inc. entered into Farragut Subscription Agreement with Farragut Square Global Master Fund, LP valued at Convertible Note Subscription Agreement for up to $40,000,000 aggregate principal amount of Converti (effective 2023-05-04).

Action: entry
Agreement: underwriting
Counterparty: Farragut Square Global Master Fund, LP
Value: Convertible Note Subscription Agreement for up to $40,000,000 aggregate principal amount of Converti
Effective: 2023-05-04

Exact text from the filing

On May 4, 2023, SPAC and Farragut Square Global Master Fund, LP (" Farragut ") entered into a Convertible Note Subscription Agreement

View on SEC.gov

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

Marti Technologies, Inc. amended Business Combination Agreement with Galata Acquisition Corp. valued at Amendment No.1 to the Business Combination Agreement (effective 2023-04-28).

Action: amendment
Agreement: merger
Counterparty: Galata Acquisition Corp.
Value: Amendment No.1 to the Business Combination Agreement
Effective: 2023-04-28

Exact text from the filing

On April 28, 2023, SPAC, Merger Sub, and the Company entered into that certain Amendment No.1 to the Business Combination Agreement

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

Marti Technologies, Inc. amended Subscription Agreements with PIPE Investors valued at Amendment to Subscription Agreements (PIPE Amendment) (effective 2023-04-28).

Action: amendment
Agreement: credit facility
Counterparty: PIPE Investors
Value: Amendment to Subscription Agreements (PIPE Amendment)
Effective: 2023-04-28

Exact text from the filing

On April 28, 2023 , SPAC, the Company and certain PIPE Investors representing $35,500,000 aggregate principal amount of Convertible Notes entered into an amendment to the Subscription Agreements

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Marti Technologies, Inc. filing history →

Source: SEC EDGAR

accession 0001104659-23-056016

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