8-K
Marti Technologies, Inc. (MRT)
UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuantto Section 13 or 15**(d)** oftheSecurities Exchange Act of 1934
Date of Report (Date of earliest event reported):February 1, 2023
Galata AcquisitionCorp.****
(Exact name of registrant as specified in its charter)
| Cayman Islands(State or other jurisdiction<br><br>of incorporation) | 001-40588(Commission<br><br> File Number) | 98-1704340(IRS Employer<br><br>Identification No.) |
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2001 S Street NW, Suite 320
Washington, DC
20009
(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code: (202
)
866-0901
Not Applicable(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Units, each consisting of one Class A ordinary share and one-half of one Warrant | GLTA.U | NYSE American |
| Class A ordinary shares, par value $0.0001 per share | GLTA | NYSE American |
| Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 | GLTA WS | NYSE American |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 3.01. | Notice of Delisting or Failure to Satisfy a Continue Listing Rule or Standard; Transfer of Listing. |
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On February 1, 2023, Galata Acquisition Corp. (the “Company”) received a written notice (the “Notice”) from the staff of NYSE Regulation of the New York Stock Exchange (“NYSE”) indicating that the Company is not currently in compliance with Section 1003(b)(i)(B) of the NYSE American LLC (“NYSE American”) Company Guide (the “Company Guide”), which requires the Company to maintain a minimum of 300 public shareholders on a continuous basis.
In accordance with Section 1009 of the Company Guide, the Company has been provided with a period of 30 days to respond with a plan advising of actions it has taken or will take to regain compliance with the minimum public shareholders requirement by August 1, 2024. The Company anticipates that it will satisfy this listing requirement within such time period once it consummates the Business Combination (as defined in its Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on August 1, 2022).
The Company intends to submit a plan to return to compliance with the minimum public shareholders requirement within the required timeframe. The staff of NYSE Regulation will review the business plan. If NYSE Regulation accepts the plan, the Company’s securities will remain listed on the NYSE American and will be subject to periodic reviews including quarterly monitoring for compliance with such plan. If NYSE Regulation does not accept the plan, the Company will be subject to suspension and delisting procedures.
The Company’s ordinary shares, warrants and units, which trade under the symbols “GLTA.U,” “GLTA” and “GLTA WS,” respectively, will continue to be listed and traded on the NYSE American during the cure period, subject to the Company’s compliance with the NYSE American’s other applicable continued listing standards, and will bear the indicator “.BC” on the consolidated tape to indicate noncompliance with the NYSE American’s continued listing standards
Forward-Looking Statements
This Current Report on Form 8-K includes “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Certain of these forward-looking statements can be identified by the use of words such as “believes,” “expects,” “intends,” “plans,” “estimates,” “assumes,” “may,” “should,” “will,” “seeks,” or other similar expressions. These statements are based on current expectations on the date of this Current Report on Form 8-K and involve a number of risks and uncertainties that may cause actual results to differ significantly, including the Company’s ability to submit a plan to regain compliance satisfactory to NYSE Regulation; the Company’s ability to evidence that it has at least 300 public shareholders; and other risks and uncertainties set forth in the Company’s reports filed with the SEC. Copies of these reports can be accessed through the SEC's website at www.sec.gov. The Company does not assume any obligation to update or revise any such forward-looking statements, whether as the result of new developments or otherwise. Readers are cautioned not to put undue reliance on forward-looking statements.
| Item 7.01. | Regulation FD Disclosure. |
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On February 3, 2023, the Company issued a press release announcing receipt of the Notice. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated by reference herein.
The information in this Item 7.01 is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this Item 7.01 shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in any such filing.
| Item 9.01 | Financial Statements and Exhibits. |
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(d) Exhibits. The following exhibits are filed with this Form 8-K:
| Exhibit<br><br>No. | Description of Exhibits |
|---|---|
| 99.1 | Press Release, dated February 3, 2023 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| GALATA ACQUISITION CORP. | |
|---|---|
| By: | /s/ Michael Tanzer |
| Name: Michael Tanzer | |
| Title: Chief Financial Officer |
Date: February 3, 2023
Exhibit 99.1
Galata Acquisition Corp. Announces Receiptof Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard
WASHINGTON, D.C., February 3, 2023 — Galata Acquisition Corp. (the “Company”) announced today that on February 1, 2023, the Company received a written notice from the staff of NYSE Regulation of the New York Stock Exchange (“NYSE”) indicating that the Company is not currently in compliance with Section 1003(b)(i)(B) of the NYSE American LLC (“NYSE American”) Company Guide (the “Company Guide”), which requires the Company to maintain a minimum of 300 public shareholders on a continuous basis.
In accordance with Section 1009 of the Company Guide, the Company has been provided with a period of 30 days to respond with a plan advising of actions it has taken or will take to regain compliance with the minimum public shareholders requirement by August 1, 2024. The Company anticipates that it will satisfy this listing requirement within such time period once it consummates the proposed business combination with Marti Technologies, Inc. (“Marti”).
The Company intends to submit a plan to return to compliance with the minimum public shareholders requirement within the required timeframe. The staff of NYSE Regulation will review the plan. If NYSE Regulation accepts the plan, the Company’s securities will remain listed on the NYSE American and will be subject to periodic reviews including quarterly monitoring for compliance with such plan. If NYSE Regulation does not accept the plan, the Company will be subject to suspension and delisting procedures.
The Company’s ordinary shares, warrants and units, which trade under the symbols “GLTA.U,” “GLTA” and “GLTA WS,” respectively, will continue to be listed and traded on the NYSE American during the cure period, subject to the Company’s compliance with the NYSE American’s other applicable continued listing standards, and will bear the indicator “.BC” on the consolidated tape to indicate noncompliance with the NYSE American’s continued listing standards.
About Galata Acquisition Corporation
Galata Acquisition Corp. is a blank check company organized for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, or reorganization or engaging in any other similar business combination with one or more businesses or entities. On August 1, 2022, the Company announced execution of a definitive business combination agreement with Marti, Turkey’s leading mobility app. The Company anticipates closing the Marti transaction in Q2 of 2023. The Company is led by CEO Kemal Kaya.
Forward-Looking Statements
This press release includes “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Certain of these forward-looking statements can be identified by the use of words such as “believes,” “expects,” “intends,” “plans,” “estimates,” “assumes,” “may,” “should,” “will,” “seeks,” or other similar expressions. These statements are based on current expectations on the date of this press release and involve a number of risks and uncertainties that may cause actual results to differ significantly, including the Company’s ability to submit a plan to regain compliance satisfactory to NYSE Regulation; the Company’s ability to evidence that it has at least 300 public shareholders; and other risks and uncertainties set forth in the Company’s reports filed with the Securities and Exchange Commission (the “SEC”). Copies of these reports can be accessed through the SEC's website at www.sec.gov. The Company does not assume any obligation to update or revise any such forward-looking statements, whether as the result of new developments or otherwise. Readers are cautioned not to put undue reliance on forward-looking statements.
Media ContactGalata Acquisition Corp.
info@galatacorp.net
www.galatacorp.net