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may be withdrawn by holders at any time prior to the Expiration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 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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20231121073769/en/
Investor Contact Marti Technologies, Inc. Turgut Yilmaz
Investor.relations@marti.tech
Marti Technologies (AMEX:MRT)
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Marti Technologies (AMEX:MRT)
過去 株価チャート
から 6 2023 まで 6 2024