GLTA merger with Marti Technologies, Inc.
Marti Technologies, Inc. — Transaction overview ● Background checks on management and shareholders ● Engagement of leading global audit and accounting firm for financial due diligence ● Engagement of international and local counsel for legal due diligence ● …
Structure & dilution
SEC-primary termsThe headline number ignores the shares that did not pay $10 — the founder promote, PIPE stock and warrants. This is the same deal with all equity claims counted.
- PIPE
- ≈ $36M · unsourced
- Min-cash condition
- $150M
PIPE terms — instrument, coupon, conversion price and any reset floor — are not sourced for this deal. The size above is itself unsourced — a stored figure no filing we hold states — so neither the size nor the terms should be read as cited.
An effective (post-dilution) figure needs either a stated pro-forma share count or the headline value plus the promote terms; the filings we hold do not yet state enough, and we will not print an estimate built on inventions.
Why headline and effective values differ is covered in headline vs effective deal value, in plain English.
The target: Marti Technologies, Inc.
The business actually being bought — described from SEC primary filings, with projections labelled as projections.
Transaction overview ● Background checks on management and shareholders ● Engagement of leading global audit and accounting firm for financial due diligence ● Engagement of international and local counsel for legal due diligence ● Engagement of the world’s leading business consultancy for comprehensive commercial due diligence ● Comprehensive evaluation of competitors and comparative transactions ● Independent analysis of current market share, unit economics, and regulatory regime Due diligence conducted by Galata Source: Company information, Helbiz and Bird investor presentations and SEC filings. Note: 1. In FY2021, Marti had a positive (+1%) EBITDA margin vs Bird’s (-33%) and Helbiz’s (-409%) significantly negative EBITDA margins. 2. FD refers to Fully Deployed figures that Marti would be expected to achieve in 2023 if only the proceeds from the ~$57.5 million in convertible note PIPE commitments plus assumed incremental PIPE commitments of up to ~$92.5 million to be raised post-announcement were to be deployed towards purchasing E-Scooters, E-Mopeds and E-Bikes immediately upon receipt. 3. Based on the Pro-Forma Diluted Ownership laid out on the Detailed transaction overview slide. Marti Overview We believe… 7 Transportation is the number one issue in emerging market megacities Everything on wheels will be electric… … and everything electric will be shareable Source: Company information. Levan Yakut Chief Vehicle Officer Leadership team… 8 Management team cumulatively has c.85 years of experience across technology, telecommunications, finance, and consulting industries Cankut Durgun Cofounder, President Sena Öktem Cofounder, Deputy CEO İrem Bilgic Chief Operating Officer Alper Öktem Founder, CEO Eyal Enriquez Chief Strategy Officer Erdem Selim Chief Finan
Marti Technologies, Inc. — every SPAC that has bid for it, and its listed peers
In plain English
No floor / floorlessthe cash guarantee is gone — the price is unprotected
A SPAC's downside protection is not the cash in trust; it is your right to demand that cash. Once the redemption window closes, the cash stays with the company and the share can trade anywhere.
Dilutionhow much of the company new shares take from you
Sponsor promote, PIPE shares, warrants and rights all issue stock that did not pay $10 for it. The headline deal value is before that; the effective value is after.
Pro-forma equitywhat the company is valued at once the deal closes
The combined company's equity value assuming the announced terms and the redemptions that have actually happened.
De-SPACthe day the SPAC becomes the real company
The shares stop being a claim on a pot of cash and start being equity in an operating business. Roughly 80% of recent de-SPACs traded below $10 within a year.
Outside datethe contractual long-stop for closing the deal
A deadline between the SPAC and its target, not between the SPAC and you. It confers no right to cash, which is exactly why it must never be counted as a redemption window.