Galata Acquisition Corp.

The target's capital structure is collapsed the day before closing: each Marti warrant is exchanged on a cashless basis for the applicable series of Marti preferred stock, and then every share of Marti preferred — six designated series — converts into Marti common stock at the rate set by the Marti charter. Galata's own Founder Shares convert one-for-one into Class A ordinary shares immediately before the effective time. Marti's common holders then receive Class A ordinary shares at the exchange ratio determined under the agreement, plus a contingent right to earnout shares.

Marti's capital structure is collapsed the day before closing: each Marti warrant is exchanged on a cashless basis for the applicable series of Marti preferred stock, and every share of preferred across six designated series then converts into Marti common stock at the rate set in the Marti charter. Galata's Founder Shares convert one-for-one into Class A ordinary shares immediately before the effective time. The registrant's address is given as Washington, DC on the facing page and as Wilmington, Delaware in the shareholder letter of the same document.

Marti's capital structure is collapsed the day before closing: each Marti warrant is exchanged on a cashless basis for the applicable series of Marti preferred stock, and every share of preferred across six designated series then converts into Marti common stock at the rate set in the Marti charter. Galata's Founder Shares convert one-for-one into Class A ordinary shares immediately before the effective time. Marti options convert into options over Class A ordinary shares at the same exchange ratio, and unvested restricted Marti stock is excluded from the share exchange.

54,000,000 Class A ordinary shares is the whole registered issuance and therefore the dilution ceiling for a Galata holder who does not redeem. The document also gives two different principal addresses for the same registrant: the facing page states 2001 S Street NW, Suite 320, Washington, DC 20009, while the shareholder letter heads Galata at 1000 N. West Street, Suite 1200, Wilmington, DE 19801, and neither is corrected. No meeting date is fixed, so nothing here sets a redemption deadline a holder can act on.

Marti's capital is collapsed into common stock in two steps on the day before closing: each unexercised Marti Warrant over preferred is exchanged on a cashless basis for preferred, and then every share of preferred — across six designated series, A-1 to A-3 and B-1 to B-3 — automatically converts into Marti common stock at the rate set by Marti's charter. The share count the exchange ratio divides is therefore assembled out of warrants and six preferred series before any Galata share is issued. The registered ceiling is 54,000,000 Class A ordinary shares.