Marti Technologies, Inc. (MRT) is a Cayman Islands-registered exempted company and a leading urban mobility platform in Türkiye, offering ride-hailing and two-wheeled electric vehicle services through a single mobility super app. The company aims to expand its services and customer base by offering tech-enabled transportation solutions across major metropolitan areas in Türkiye.
Company Overview
- Marti provides ride-hailing services, connecting riders with car, motorcycle, and taxi drivers, and operates the largest fully funded fleet of two-wheeled electric vehicles (e-scooters, e-bikes, and e-mopeds) in Türkiye.
- As of December 31, 2024, Marti has served over 109 million rides to more than 5.9 million unique riders and operates in four cities: Istanbul, Ankara, Antalya, and İzmir.
- The company has avoided approximately 941 tons of CO2 emissions in 2023, contributing to environmentally sustainable transportation.
Financial Highlights
- As of December 31, 2024, Marti had 78,708,475 Ordinary Shares issued and outstanding.
- The company has a significant amount of debt, with total debt amounting to $74,675 thousand and total capitalization at a negative $13,234 thousand.
- Marti has never declared or paid any cash dividends and does not anticipate doing so in the foreseeable future.
Offering Details
- This prospectus relates to the offer and sale of up to 44,299,306 Ordinary Shares by Selling Securityholders.
- The shares being offered include shares issuable upon the conversion of convertible notes and shares issued to certain Selling Securityholders, including directors and founders.
- Marti will not receive any proceeds from the sale of these securities, and the Selling Securityholders will bear all incremental selling expenses.
Risk Factors
- Investors should carefully consider the risk factors outlined in the prospectus, including competition, regulatory risks, technological changes, and dependence on intellectual property.
- The company's business is subject to high competition and regulatory uncertainties in the tech-enabled mobility services industry.
Tax Considerations
- Marti is treated as a domestic corporation for U.S. federal income tax purposes, which may subject it to certain U.S. taxes.
- Dividends paid to U.S. holders may be subject to tax at ordinary income tax rates, while gains on the sale of shares may be subject to long-term capital gains rates.
- Non-U.S. holders may be subject to U.S. federal income tax withholding at a rate of 30% on dividends, unless they qualify for a reduced rate under an income tax treaty.
- In Türkiye, capital gains and dividends from the sale or ownership of shares are subject to income or corporate taxation.
Plan of Distribution
- The Selling Securityholders may offer and sell the securities through various methods, including ordinary brokerage transactions, underwritten offerings, block trades, and privately negotiated transactions.
- The Selling Securityholders have the discretion to accept or reject purchase offers and may enter into hedging transactions with broker-dealers or other financial institutions.
Legal Matters
- Marti is an exempted company under Cayman Islands law, which provides certain exemptions and privileges.
- The company has appointed Cogency Global Inc. as its agent to receive service of process in any U.S. federal or state court actions.
Experts
- The prospectus incorporates by reference the consolidated financial statements of Marti for the fiscal year ended December 31, 2024, and the one-year period ended December 31, 2024, prepared by Grant Thornton Audit and Accounting Limited (Dubai Branch).
- The consolidated financial statements of Marti as of December 31, 2023, and for each of the years in the two-year period ended December 31, 2023, are incorporated by reference, prepared by KPMG Bağımsız Denetim ve SMMMAŞ.
