UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO SECTION 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of November 2023
Commission File Number: 001-40588
Marti Technologies, Inc.
(Translation of registrant’s name into
English)
Buyukdere Cd. No: 237
Maslak, 34485
Sariyer/Istanbul, Turkiye
+0 (850) 308 34 19
(Address of principal executive office)
Indicate by check mark whether the registrant
files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F x
Form 40-F ¨
EXPLANATORY NOTE
On November 21, 2023, Marti Technologies, Inc. (the “Company”)
issued a press release, furnished as Exhibit 99.1, announcing the commencement of (i) its offer to each holder of its outstanding public
warrants and private warrants, each such warrant to purchase its Class A ordinary shares, par value $0.0001 per share (collectively, the
“Warrants”), of the opportunity to receive $0.10 in cash, without interest, for each outstanding Warrant tendered by the holder
pursuant to the offer (the “Offer to Purchase”), and (ii) the solicitation of consents (the “Consent Solicitation”)
from holders of the outstanding Warrants to amend the Warrant Agreement, dated as of July 8, 2021, by and between the Company and Continental
Stock Transfer & Trust Company, which governs all of the Warrants (the “Warrant Amendment”). If approved, the Warrant
Amendment would permit the Company to redeem each outstanding Warrant for $0.07 in cash, without interest, which is 30% less than the
purchase price applicable to the Offer to Purchase. The Offer to Purchase and Consent Solicitation are made solely upon the terms and
conditions in an Offer to Purchase and Consent Solicitation and other related offering materials that are being distributed to holders
of the Warrants. The Offer to Purchase and Consent Solicitation will be open until 12:00 midnight, Eastern Time, at the end of the day
on December 19, 2023, or such later date to which the Company may extend the Offer to Purchase and Consent Solicitation.
EXHIBIT INDEX
SIGNATURES
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, thereunto
duly authorized.
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Marti Technologies, Inc. |
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| Date: November 21, 2023 |
By: |
/s/ Oguz Alper Oktem |
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Name: Oguz Alper Oktem |
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Title: Chief Executive Officer |
Exhibit 99.1
Marti Announces Commencement of an Offer to
Purchase and Consent Solicitation Relating to its Warrants
Istanbul, Türkiye, November 21, 2023 — Marti
Technologies, Inc. (“Marti” or the “Company”) (NYSE American: MRT), Türkiye’s leading mobility
app, today announced that it has commenced an offer to purchase (the “Offer”) all of its outstanding public warrants and private
warrants (collectively, the “Warrants”) to purchase its Class A ordinary shares, par value $0.0001 per share (“Ordinary
Shares”), at a purchase price of $0.10 in cash, without interest. The purpose of the Offer is to reduce the number of Ordinary Shares
that would become outstanding upon the exercise of Warrants, thus providing investors and potential investors with greater certainty as
to the Company’s capital structure.
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”). Pursuant to the terms of the Warrant Agreement, the
adoption of the Warrant Amendment will require the consent of holders of at least a majority of the then-outstanding public warrants,
as it relates to the public warrants, and at least a majority of the then-outstanding private warrants, as it relates to the private warrants.
Parties representing approximately 26% of the outstanding public warrants and 95% of the outstanding private warrants have agreed to tender
their Warrants in the Offer and consent to the Warrant Amendment in the Consent Solicitation. Accordingly, if holders of an additional
34% of the outstanding public warrants consent to the Warrant Amendment in the Consent Solicitation and the Warrant Amendment is adopted,
Marti intends to issue a notice of redemption to redeem the remaining outstanding Warrants as provided in the Warrant Agreement as soon
as possible after the consummation of the Offer, which would result in the holders of any remaining outstanding Warrants receiving approximately
30% less cash than if they had tendered their Warrants in the Offer.
The Offer will be open until 12:00 midnight, Eastern
Time, at the end of the day on December 19, 2023 (the “Expiration Date”), unless extended or earlier terminated
by Marti. Tendered Warrants may be withdrawn by holders at any time prior to the Expiration Date. The Offer is not conditioned upon
any minimum number of Warrants being tendered in the Offer. The Offer is, however, subject to other conditions described in the Offer
Documents (as defined below).
The Offer and Consent Solicitation are being made
pursuant to an Offer to Purchase dated November 21, 2023, and Schedule TO, dated November 21, 2023 (together with any exhibits
and documents incorporated by reference thereto, the “Offer Documents”), each of which have been filed by the Company with
the U.S. Securities and Exchange Commission (the “SEC”) and more fully set forth the terms and conditions of the Offer
and Consent Solicitation.
The Company’s Ordinary Shares and public
warrants are listed on the NYSE American under the symbols “MRT” and “MRT.WS,” respectively. As of November 21,
2023, a total of 14,437,489 Warrants were outstanding.
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 will be 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.
Holders of the Warrants are urged to read the
Offer Documents carefully before making any decision with respect to the Offer and Consent Solicitation because they contain important
information, including the various terms of, and conditions to, the Offer and Consent Solicitation.
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 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 Securities and Exchange Commission (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.
Investor Contact
Marti Technologies, Inc.
Turgut Yilmaz
Investor.relations@marti.tech
Source: Marti Technologies, Inc.
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