Marti Technologies, Inc. (“Marti” or the
“Company”) (NYSE American: MRT), Türkiye’s leading mobility
app, today provided a reminder of its previously announced offer to
purchase all of its outstanding public warrants (the “Public
Warrants”) and private warrants (the “Private Warrants,
together with the Public Warrants, the “Warrants”) to
purchase its Class A ordinary shares, par value $0.0001 per share,
at a purchase price of $0.10 in cash, without interest (the
“Offer”) and announced that there are two business days left
until the expiration of the Offer. Participating Warrant holders
should instruct their broker to tender their Warrants before the
expiration time of 12:00 midnight, Eastern Time, at the end of the
day on December 19, 2023.
Marti is also soliciting consents (the “Consent
Solicitation”) to amend the Warrant Agreement, dated July 8,
2021, by and between the Company and Continental Stock Transfer
& Trust Company (“Continental”) (the “Warrant
Agreement”), which governs all of the Warrants, to permit Marti
to redeem each Warrant that is not tendered in connection with the
Offer for $0.07 in cash, without interest, which is 30% less than
the price applicable to the Offer (such amendment, the “Warrant
Amendment”).
The Offer may be extended in accordance with the applicable
rules and regulations of the U.S. Securities and Exchange
Commission (the “SEC”).
The Offer and Consent Solicitation is made pursuant to the
Amended and Restated Offer to Purchase and Consent Solicitation
dated December 7, 2023 (the “Offer to Purchase”), and the
related Letter of Transmittal and Consent (the “Letter of
Transmittal and Consent”), each of which have been filed with
the SEC.
The Company’s Class A ordinary shares and Public Warrants are
listed on the NYSE American under the symbols “MRT” and “MRT.WS,”
respectively.
Marti has engaged Cantor Fitzgerald & Co. (“Cantor”)
as the dealer manager for the Offer and Consent Solicitation.
Morrow Sodali Global LLC (“Morrow Sodali”) has been
appointed as the information agent for the Offer and Consent
Solicitation, and Continental has been appointed as the depositary
for the Offer and Consent Solicitation. All questions concerning
tender procedures and requests for additional copies of the offer
materials, including the letter of transmittal and consent, should
be directed to Morrow Sodali at (800) 662-5200 (toll free).
Important Additional Information Has Been Filed with the
SEC:
Copies of the Offer documents are available free of charge at
the website of the SEC at www.sec.gov. Requests for documents may
also be directed to Morrow Sodali at (800) 662-5200 (toll
free).
This announcement is for informational purposes only and shall
not constitute an offer to purchase or a solicitation of an offer
to sell the Warrants. The Offer and Consent Solicitation are being
made only through the Offer documents, and the complete terms and
conditions of the Offer and Consent Solicitation are set forth in
the Offer documents.
None of Marti, any of its management or its board of directors,
or Cantor, Morrow Sodali, Continental or any other person makes any
recommendation as to whether or not Warrant holders should tender
Warrants in the Offer or consent to the Warrant Amendment in the
Consent Solicitation. Warrant holders must make their own decision
as to whether to tender their Warrants and, if so, how many
Warrants to tender.
About Marti:
Founded in 2018, Marti is Türkiye’s leading mobility app,
offering multiple transportation services to its riders. Marti
operates a ride-hailing service that matches riders with car and
motorcycle drivers, and operates a large fleet of rental e-mopeds,
e-bikes, and e-scooters. All of Marti’s offerings are serviced by
proprietary software systems and IoT infrastructure. For more
information, visit www.marti.tech.
Cautionary Statement Regarding Forward-Looking
Statements:
This press release includes “forward-looking statements” within
the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended, also known as the Private Securities Litigation Reform Act
of 1995. Any express or implied statements contained in this press
release that are not statements of historical fact and generally
relate to future events, hopes, intentions, strategies, or
performance may be deemed to be forward-looking statements,
including but without limitation to statements regarding our
ability to achieve the sustainability targets, goals, objectives or
programs set forth under our sustainability strategy, “Move
Forward. Together,” and descriptions of the Company’s plans,
initiatives or objectives for future operations, or the timing of
occurrence related to any of the foregoing. Words such as “expect,”
“estimate,” “project,” “budget,” “forecast,” “anticipate,”
“intend,” “plan,” “may,” “will,” “could,” “should,” “might,”
“possible,” “believe,” “predict,” “potential,” “continue,” “aim,”
“strive,” and similar expressions may identify such forward-looking
statements, but the absence of these words does not mean that a
statement is not forward-looking.
These forward-looking statements involve known and unknown
risks, uncertainties, assumptions, and other factors that may cause
actual results to differ materially from statements made in this
press release, including the number of Warrant holders that respond
and elect to participate in the Offer and Consent Solicitation;
Marti’s ability to consummate the Offer and Consent Solicitation;
and Marti’s ability to recognize the anticipated benefits of the
Offer and Consent Solicitation; changes in applicable laws or
regulations, including those that pertain to tender offers and
other important factors discussed under the caption “Risk Factors”
in the Company’s Registration Statement on Form F-1 (including the
documents incorporated by reference therein), which was declared
effective by the SEC on October 27, 2023, as such factors may be
updated from time to time in the Company’s other filings with the
SEC, accessible on the SEC’s website at www.sec.gov and the “SEC
Filings” section of the Company’s website at https://ir.marti.tech.
Any investors should carefully consider the risks and uncertainties
described in the documents filed by the Company from time to time
with the SEC as most of the factors are outside the Company’s
control and are difficult to predict. As a result, the Company’s
actual results may differ from its expectations, estimates and
projections and consequently, such forward-looking statements
should not be relied upon as predictions of future events. All
information provided in this release is based on information
available to the Company as of the date of this press release and
any forward-looking statements contained herein are based on
assumptions that the Company believes are reasonable as of this
date. Undue reliance should not be placed on the forward-looking
statements in this press release, which are inherently uncertain.
The Company undertakes no duty to update this information unless
required by law.
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version on businesswire.com: https://www.businesswire.com/news/home/20231217894389/en/
Investor Contact Marti Technologies, Inc. Turgut Yilmaz
Investor.relations@marti.tech
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