{ "docId": "019de514-db39-718d-9c12-e0bfdc6d8dc1", "docSlug": "b49756a33dc9ca7f4a62aaf7b9c2b7b1", "documentTitle": "Marti | Investor Presentation Deck | 60 slides", "authorId": "marti", "authorName": "Marti", "documentKindSlug": "pitchdeck", "documentKindLabel": "Pitch deck", "sourceTypeSlug": "investor_relations", "sourceTypeLabel": "Investor relations", "presentationDate": "2023-01-01 00:00:00", "orientation": "landscape", "aspectRatio": 1.7777778, "pageNumber": 58, "pageCount": 60, "prevPage": 57, "nextPage": 59, "slideType": "disclaimer", "function": "establish_context", "density": "balanced", "nDataPoints": 0, "notes": null, "elementsJson": null, "metadataConfidence": 1, "imagePath": null, "slideHref": "/slides/019de514-db39-718d-9c12-e0bfdc6d8dc1/58", "deckHref": "/decks/019de514-db39-718d-9c12-e0bfdc6d8dc1", "deckJsonHref": "/decks/019de514-db39-718d-9c12-e0bfdc6d8dc1.json", "deckAnchorHref": "/decks/019de514-db39-718d-9c12-e0bfdc6d8dc1#slide-58", "components": [ { "bbox": { "h": 0.759, "w": 0.915, "x": 0.043, "y": 0.16 }, "kind": "list", "text": "Risks Related to Galata and the Business Combination\nBecause New Marti will become a publicly traded company by virtue of the Business Combination as opposed to an underwritten initial public offering, the process does not use the services of one or more underwriters, which could result in less diligence being conducted.\nPast performance by the Sponsor or its affiliates, or the directors and officers of Galata, may not be indicative of future performance of an investment in Galata or New Marti.\nGalata and Marti may require additional financing prior to completion of the Business Combination in order to satisfy the conditions to consummation of the Business Combination, which additional financing may not be able to be obtained.\nGalata and Marti may require additional financing prior to completion of the Business Combination in order to satisfy the conditions to consummation of the PIPE Subscription, which additional financing may not be able to be obtained.\nActivities taken by existing Galata shareholders to increase the likelihood of approval of the Business Combination proposal and the other proposals could have a depressive effect on our Class A Ordinary Shares.\nGalata shareholders will experience dilution as a consequence of, among other transactions, the issuance of Class A Ordinary Shares as consideration in the Business Combination and the conversion of the Convertible Notes. Having a minority share position may reduce the influence that Galata's current shareholders have on the management of Galata.\nIf Galata is unable to complete the Initial Business Combination prior to July 9, 2023, they will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding public shares and, subject to the approval of its remaining shareholders and the Galata Board, dissolving and liquidating. In such event, third parties may bring claims against Galata and, as a result, the proceeds held in the Trust Account could be reduced.\nFollowing the consummation of the Business Combination, New Marti's sole material asset will be its direct and indirect interests in its subsidiaries and, accordingly, New Marti will be dependent upon distributions from its subsidiaries to pay taxes and cover its corporate and other overhead expenses and pay dividends, if any, on Class A Ordinary Shares.\nThe Galata Founder Shareholders have agreed to vote in favor of the Business Combination, regardless of how Galata's public shareholders vote.\nThe Galata Founder Shareholders and certain of Galata's directors and officers have interests in the Business Combination that are different from, or in addition to, those of other shareholders generally, and Galata's directors were aware of and considered such interests, among other matters, in recommending that shareholders vote in favor of approval of the Proposals.\nGalata Founder Shareholders hold a significant number of Founder Shares and the Sponsor holds a significant number of Private Placement Warrants. They will lose their entire investment in Galata if Galata does not complete the Initial Business Combination.\nGalata will incur significant transaction costs in connection with the Business Combination.\nMarti may be subject to business uncertainties while the Business Combination is pending.\nThe unaudited pro forma condensed combined financial information included in this proxy statement/prospectus may not be indicative of what New Marti's actual financial position or results of operations will be.\nThe consummation of the Business Combination is subject to a number of conditions and if those conditions are not satisfied or waived, the Business Combination Agreement may be terminated in accordance with its terms and the Business Combination may not be completed.\nGalata may waive one or more of the conditions to the Business Combination.\nThe exercise of discretion by Galata's directors and officers in agreeing to changes to the terms of, or waivers of closing conditions in, the Business Combination Agreement may result in a conflict of interest when determining whether such changes to the terms of the Business Combination Agreement or waivers of conditions are appropriate and in the best interests of Galata's shareholders.\nThe process of taking a company public by means of a business combination with a special purpose acquisition company (\"SPAC\") is different from taking a company public through an underwritten offering and may create risks for our unaffiliated investors.\nIf third parties bring claims against Galata, the proceeds held in the Trust Account could be reduced and the per share redemption amount received by Galata's shareholders may be less than $10.00 per share.\nGalata's directors may decide not to enforce the indemnification obligations of the Sponsor, resulting in a reduction in the amount of funds in the Trust Account available for distribution to Galata's public shareholders.\nGalata may not have sufficient funds to satisfy indemnification claims of its directors and officers.\nIf, after Galata distributes the proceeds in the Trust Account to Galata's public shareholders, Galata files a bankruptcy petition or an involuntary bankruptcy petition is filed against Galata that is not dismissed, a bankruptcy court may seek to recover such proceeds, and the members of the Galata Board may be viewed as having breached their fiduciary duties to Galata's creditors, thereby exposing the members of the Galata Board and Galata to claims of punitive damages.\nIf, before distributing the proceeds in the Trust Account to Galata's public shareholders, Galata files a bankruptcy petition or an involuntary bankruptcy petition is filed against Galata that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of Galata's shareholders and the per-share amount that would otherwise be received by Galata's shareholders in connection with Galata's liquidation may be reduced.\nEven if Galata consummates the Business Combination, there is no guarantee that the Public Warrants will be in the money at the time they become exercisable, and they may expire worthless.\nGalata may amend the terms of its Public Warrants in a manner that may be adverse to holders of Public Warrants with the approval by the holders of at least 50% of the then-outstanding Public Warrants. As a result, the exercise price of the Public Warrants could be increased, the exercise period could be shortened and the number of Class A Ordinary Shares purchasable upon exercise of a Public Warrant could be decreased, all without a holder's approval.\nGalata may redeem unexpired Galata Warrants prior to their exercise at a time that is disadvantageous to warrant holders, thereby making their warrants worthless.\nBecause certain of the Class A Ordinary Shares and Public Warrants currently trade as Galata Units consisting of one Class A Ordinary Share and one-half of one warrant, the Galata Units may be worth less than units of other blank check companies.\nGalata may issue a substantial number of additional Class A Ordinary Shares or Galata preference shares to complete the Business Combination or under an employee incentive plan after completion of the Business Combination. Any such issuances would dilute the interest of Galata's shareholders and likely present other risks.", "attrs": {}, "subkind": "bullet", "toolName": null, "toolSlug": null, "confidence": null, "componentId": "5262459e-466c-44c0-839a-d94d3c8a1021", "frameworkName": null, "frameworkSlug": null }, { "bbox": { "h": 0.013, "w": 0.022, "x": 0.936, "y": 0.954 }, "kind": "source-note", "text": "58", "attrs": { "numbered": true }, "subkind": null, "toolName": null, "toolSlug": null, "confidence": null, "componentId": "de2102ba-d65e-4f15-bec5-9d21386cf596", "frameworkName": null, "frameworkSlug": null }, { "bbox": { "h": 0.03, "w": 0.299, "x": 0.037, "y": 0.084 }, "kind": "title", "text": "Risk Factors", "attrs": {}, "subkind": "headline", "toolName": null, "toolSlug": null, "confidence": null, "componentId": "cd58753c-3237-431c-90c5-382aeb4b50ba", "frameworkName": null, "frameworkSlug": null } ], "metrics": [], "tools": [ { "name": "List presentation", "slug": "list-presentation", "agent": null, "layer": "slide", "matchId": "99c982a6-19fe-425e-8e53-ff3073d3f4c6", "evidence": "The slide contains a list/bullet component with several risk factors.", "confidence": 0.9 } ], "frameworks": [], "arcBeats": [], "loops": [], "imagePathAlt": null, "thumbSrc": null, "thumbSrcAlt": null, "locked": true }