As filed with the Securities and Exchange Commission
on January 7, 2025
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MARTI TECHNOLOGIES, INC.
(Exact name of Registrant as specified in its
charter)
| Cayman Islands |
|
Not applicable |
|
(State or other jurisdiction of
incorporation or organization) |
|
(I.R.S. Employer
Identification Number) |
Buyukdere Cd. No:237
Maslak, 34485
Sariyer/Istanbul, Türkiye
(Address of Principal Executive Offices) (Zip Code)
Marti Technologies, Inc. 2023 Incentive Award
Plan, as amended
(Full Title of the Plan)
Cogency Global Inc.
122 East 42nd Street, 18th Floor
New York, NY 10168
(800) 221-0102
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Copies to:
Ryan J. Maierson
Daniel Breslin
Scott W. Westhoff
Latham & Watkins LLP
811 Main Street, Suite 3700
Houston, TX 77002
Tel: (713) 546-5400
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of
“large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth
company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer |
☐ |
Accelerated filer |
☐ |
| Non-accelerated filer |
☒ |
Smaller reporting company |
☒ |
| |
|
Emerging growth company |
☒ |
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 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
This Registration Statement is being filed by Marti
Technologies, Inc. (the “Company”) pursuant to General Instruction E to Form S-8 to register 20,275,233 of Class A ordinary
shares, par value $0.0001 per share, of the Company (“Ordinary Shares”), which may be issued under the Marti Technologies,
Inc. 2023 Incentive Award Plan, as amended by the First Amendment to Marti Technologies, Inc. 2023 Incentive Award Plan (as amended, the
“Plan”).
The Company previously registered an aggregate
of 9,727,439 Ordinary Shares for issuance under the Plan by a registration statement on Form S-8 (File No. 333-274779) filed with the
U.S. Securities and Exchange Commission (the “SEC”) on September 29, 2023 (the “Prior Registration Statement”).
On December 24, 2024, the Company’s Board of Directors approved the First Amendment to Marti Technologies, Inc. 2023 Incentive Award
Plan, which, among other things, increased the number of Ordinary Shares available for issuance under the Plan from 9,727,439 to 30,002,672.
The contents of the Prior Registration Statement
are incorporated by reference into this Registration Statement in accordance with General Instruction E to Form S-8 to the extent not
modified or superseded by the Prior Registration Statement, by the information included herein or by any subsequently filed document that
is incorporated by reference in this Registration Statement or the Prior Registration Statement.
PART I
Item 1. Plan Information.
Not required to be filed with this Registration Statement.
Item 2. Registrant Information and Employee Plan Annual Information.
Not required to be filed with this Registration Statement.
PART II
Item 3. Incorporation of Documents by Reference.
Not required to be filed with this Registration Statement.
Item 4. Description of Securities.
Not required to be filed with this Registration Statement.
Item 5. Interests of Named Experts and Counsel.
Not required to be filed with this Registration Statement.
Item 6. Indemnification of Directors and Officers.
Not required to be filed with this Registration Statement.
Item 7. Exemption from Registration Claimed.
Not required to be filed with this Registration Statement.
Item 8. Exhibits.
Item 9. Undertakings.
| (a) |
The undersigned registrant hereby undertakes: |
| |
(1) |
To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: |
| |
(i) |
To include any prospectus required by section 10(a)(3) of the Securities Act of 1933 (the “Securities Act”); |
| |
(ii) |
To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Filing Fee Tables” or “Calculation of Registration Fee” table, as applicable, in the effective registration statement; and |
| |
(iii) |
To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; |
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
do not apply if the registration statement is on Form S-8, and the information required to be included in a post-effective amendment by
those paragraphs is contained in reports filed with or furnished to the SEC by the registrant pursuant to section 13 or 15(d) of the Securities
Exchange Act of 1934 (the “Exchange Act”) that are incorporated by reference in the registration statement.
| |
(2) |
That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
| |
(3) |
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
| (b) | The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a)
or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section
15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof. |
| (h) | Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions,
or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with
the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication of such issue. |
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Istanbul, Country of Türkiye, on January 7, 2025.
| |
Marti Technologies, Inc. |
| |
|
|
| |
By: |
/s/ Oguz Alper Öktem |
| |
Name: |
Oguz Alper Öktem |
| |
Title: |
Chief Executive Officer |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each
person whose signature appears below does hereby constitute and appoint Oguz Alper Öktem as his or her true and lawful attorney-in-fact
and agent, with full power of substitution and re-substitution, for him or her and in his or her name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and any subsequent registration
statement filed by the registrant pursuant to Rule 462(b) of the Securities Act, and to file or cause to be filed the same, with all exhibits
thereto, and other documents in connection therewith, with the SEC, granting unto said attorney-in-fact and agent full power and authority
to do and perform each and every act and thing requisite and necessary to be done in connection therewith and about the premises, as fully
to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities
Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
| NAME |
|
POSITION |
|
DATE |
| |
|
|
|
|
| /s/ Oguz Alper Öktem |
|
Chief Executive Officer and Director |
|
January 7, 2025 |
| Oguz Alper Öktem |
|
(principal executive officer) |
|
|
| |
|
|
|
|
| /s/ Deniz Terlemez |
|
Interim Chief Financial Officer |
|
January 7, 2025 |
| Deniz Terlemez |
|
(principal financial officer and principal accounting officer) |
|
|
| |
|
|
|
|
| /s/ Cankut Durgun |
|
President and Director |
|
January 7, 2025 |
| Cankut Durgun |
|
|
|
|
| |
|
|
|
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| /s/ Daniel Freifeld |
|
Independent Director |
|
January 7, 2025 |
| Daniel Freifeld |
|
|
|
|
| |
|
|
|
|
| /s/ Alex Spiro |
|
Independent Director |
|
January 7, 2025 |
| Alex Spiro |
|
|
|
|
| |
|
|
|
|
| /s/ Kerry Healey |
|
Independent Director |
|
January 7, 2025 |
| Kerry Healey |
|
|
|
|
| |
|
|
|
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| /s/ Douglas Lute |
|
Independent Director |
|
January 7, 2025 |
| Douglas Lute |
|
|
|
|
| |
|
|
|
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| /s/ Agah Ugur |
|
Independent Director |
|
January 7, 2025 |
| Agah Ugur |
|
|
|
|
AUTHORIZED REPRESENTATIVE
Pursuant to the requirements of the Securities
Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Marti Technologies, Inc. has signed
this registration statement on January 7, 2025.
| |
Cogency Global Inc. |
| |
|
|
| |
By: |
/s/ Colleen A. DeVries |
| |
Name: |
Colleen A. DeVries |
| |
Title: |
Sr. Vice President on behalf of Cogency Global Inc. |
Exhibit 4.1
FIRST AMENDMENT TO
MARTI TECHNOLOGIES,
INC.
2023 INCENTIVE AWARD
PLAN
THIS
FIRST AMENDMENT (this “Amendment”) to the Marti Technologies, Inc. 2023 Incentive Award Plan is made and adopted
by the Board of Directors (the “Board”) of Marti Technologies, Inc., an exempted company incorporated with limited
liability under the laws of the Cayman Islands (the “Company”), effective as of December 24, 2024 (the “Effective
Date”). All capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such
terms in the Plan (as defined below).
RECITALS
WHEREAS, the Company maintains the Marti Technologies,
Inc. 2023 Incentive Award Plan (the “Plan”);
WHEREAS, pursuant to Section
10.4 of the Plan, the Board has the authority to amend the Plan from time to time, including to increase the maximum aggregate number
of shares of Shares available for issuance thereunder; and
WHEREAS, the Board believes
it is in the best interests of the Company and its shareholders to amend the Plan as set forth herein.
NOW, THEREFORE, BE IT RESOLVED,
that the Plan is hereby amended as follows, effective as of the Effective Date:
AMENDMENT
| 1. | Section 11.14 of the Plan is hereby deleted and replaced in its entirety with the following: |
“11.14
[Intentionally Blank]”
| 2. | Sections 11.31, 11.32, 11.33, 11.34, 11.35 and 11.36 of the Plan are hereby deleted and replaced in their
entirety with the following: |
“11.31 “LTIP
Event I” means the date on which the daily volume-weighted average sale price of one Share quoted on the New York Stock
Exchange (or the exchange on which the Shares are then listed) is greater than or equal to $2.06 for any ten (10) Trading Days (which
may or may not be consecutive) within any twenty (20) consecutive Trading Day period within the LTIP Period.
11.32 “LTIP
Event II” means the date on which the daily volume-weighted average sale price of one Share quoted on the New York Stock
Exchange (or the exchange on which the Shares are then listed) is greater than or equal to $2.57 for any ten (10) Trading Days (which
may or may not be consecutive) within any twenty (20) consecutive Trading Day period within the LTIP Period.
11.33 “LTIP
Event III” means the date on which the daily volume-weighted average sale price of one Share quoted on the New York Stock
Exchange (or the exchange on which the Shares are then listed) is greater than or equal to $3.22 for any ten (10) Trading Days (which
may or may not be consecutive) within any twenty (20) consecutive Trading Day period within the LTIP Period.
11.34 “LTIP
Event IV” means the date on which the daily volume-weighted average sale price of one Share quoted on the New York Stock
Exchange (or the exchange on which the Shares are then listed) is greater than or equal to $4.03 for any ten (10) Trading Days (which
may or may not be consecutive) within any twenty (20) consecutive Trading Day period within the LTIP Period.
11.35 “LTIP
Event V” means the date on which the daily volume-weighted average sale price of one Share quoted on the New York Stock
Exchange (or the exchange on which the Shares are then listed) is greater than or equal to $5.03 for any ten (10) Trading Days (which
may or may not be consecutive) within any twenty (20) consecutive Trading Day period within the LTIP Period.
11.36 “LTIP
Event VI” means the date on which the daily volume-weighted average sale price of one Share quoted on the New York Stock
Exchange (or the exchange on which the Shares are then listed) is greater than or equal to $6.29 for any ten (10) Trading Days (which
may or may not be consecutive) within any twenty (20) consecutive Trading Day period within the LTIP Period.”
| 3. | Section 11.40 of the Plan is hereby deleted and replaced in its entirety with the following definition: |
“11.40 “Overall
Share Limit” means the sum of (a) 17,262,448 Shares, (b) any Shares which, following the Effective Date, become available
for issuance under the Plan pursuant to the second sentence of Section 4.1 and (c) any Shares subject to Prior Plan Awards as of the Effective
Date which, following the Effective Date, become available for issuance under the Plan pursuant to Section 4.2.”
| 4. | Sections 11.47 and 11.48 of the Plan are hereby deleted and replaced in their entirety with the following: |
“11.47
[Intentionally Blank]
11.48
[Intentionally Blank]”
| 5. | This Amendment shall be and is hereby incorporated into and forms a part of the Plan. |
| 6. | Except as expressly provided herein, all terms and conditions of the Plan shall remain in full force and
effect. |
[Signature page follows]
* * *
I hereby certify that the
foregoing Amendment was duly adopted by the Board of Directors of Marti Technologies, Inc. on December 24, 2024.
Executed on this 24th day of December,
2024.
| |
By: |
/s/ Cankut Durgun |
| |
Name: |
Cankut Durgun |
| |
Title: |
President/Director |
Exhibit 5.1
OPINION LETTER
Marti Technologies, Inc.
Buyukdere Cd. No:237
Maslak, 34485
Sariyer/Istanbul, Türkiye
7 January 2025
Dear Sirs
RE: Marti Technologies – Form S-8
We act as legal counsel to Marti Technologies,
Inc. (the “Company”) in connection with the Form S-8, including all amendments or supplements thereto, filed with the
Securities and Exchange Commission under the United States Securities Act of 1933, as amended (the “Act”) (including
its exhibits, the “Registration Statement”) related to the registration of 20,275,233 Class A ordinary shares in the
capital of the Company of a par value of US$0.0001 each (the “Shares”) authorised for issuance pursuant to the Company’s
2023 Incentive Award Plan (as amended, the “2023 Plan”).
We have been asked to provide this legal opinion
to you with regard to the laws of the Cayman Islands in relation to the Documents (as defined below).
Documents
For the purposes of giving this opinion, we have
examined the following documents:
| 1. | the Certificate of Incorporation dated 26 February 2021 and the Memorandum of Association and Articles
of Association of the Company (the “Memorandum and Articles”) as registered or adopted on 10 July 2023; |
| 2. | a Certificate of Good Standing with respect to the Company issued by the Registrar of Companies dated
6 January 2025 (the “Certificate of Good Standing”); |
| 3. | a certificate from a director of the Company a copy of which is annexed hereto (the “Director’s
Certificate”); |
| 4. | a copy of the written resolutions of the board of directors of the Company dated 24 December 2024 and
6 January 2025 (the “Resolutions”); |
| (a) | the Registration Statement; and |
(the document listed in paragraphs 5(a) to 5(b)
above inclusive are collectively referred to in this opinion as the “Documents”).
Assumptions
The following opinions are given only as to, and
based on, circumstances and matters of fact existing and known to us on the date of this opinion. These opinions only relate to the laws
of the Cayman Islands which are in force at the date of this opinion. In giving these opinions we have relied (without further verification)
upon the completeness and accuracy (and the continuing accuracy as at the date hereof) of the Director’s Certificate, the Resolutions
and the Certificate of Good Standing. We have also relied upon the following assumptions, which we have not independently verified:
| 1. | The Plan has been or will be authorised and duly executed and unconditionally delivered by or on behalf
of all relevant parties in accordance with all relevant laws (other than, with respect to the Company, the laws of the Cayman Islands). |
| 2. | The Plan is, or will be, legal, valid, binding and enforceable against all relevant parties in accordance
with its terms under the laws of the Cayman Islands and all relevant laws (other than, with respect to the Company, the laws of the Cayman
Islands). |
| 3. | The choice of the relevant as the governing law of each Plan has been made in good faith and would be
regarded as a valid and binding selection which will be upheld by the courts any relevant jurisdiction (other than the Cayman Islands)
as a matter of all relevant laws (other than the laws of the Cayman Islands). |
| 4. | Copies of documents, conformed copies or drafts of documents provided to us are true and complete copies
of, or in the final forms of, the originals. |
| 5. | All signatures, initials and seals are genuine. |
| 6. | The capacity, power, authority and legal right of all parties under all relevant laws and regulations
(other than, with respect to the Company, the laws and regulations of the Cayman Islands) to enter into, execute, unconditionally deliver
and perform their respective obligations under the Plan. |
| 7. | There is nothing under any law (other than the laws of the Cayman Islands) which would or might affect
the opinions set out below. Specifically, we have made no independent investigation of the laws of the State of New York or Delaware. |
| 8. | The Company has received or will receive money or money’s worth in consideration for the issue of the
Shares, and none of the Shares will be issued for less than par value. |
| 9. | The Shares that will be issued pursuant to the Plan will be duly registered, and will continue to be registered,
in the Company’s register of members (shareholders). |
| 10. | Save as aforesaid we have not been instructed to undertake and have not undertaken any further enquiry
or due diligence in relation to the transaction the subject of this opinion letter. |
Opinions
Based upon and subject to, the foregoing examinations
and assumptions and upon such searches as we have conducted and having regard to legal considerations which we deem relevant, and subject
to the qualifications set out below, we are of the opinion that under the laws of the Cayman Islands:
| 1. | The Company has been duly incorporated as an exempted company with limited liability and is validly existing
and in good standing with the Registrar of Companies under the laws of the Cayman Islands. |
| 2. | The Shares to be issued by the Company as contemplated by the Registration Statement have been duly authorised
for issue and when such Shares are issued by the Company in accordance with the Memorandum and Articles and the Plan, and upon such Shares
being entered as fully-paid on the register of members of the Company, such Shares will be validly issued, fully-paid and non-assessable.
As a matter of Cayman Islands law, a share is only issued when it has been entered in the register of members (shareholders). |
Qualifications
The opinions hereinbefore given are subject to
the following qualifications:
| 1. | The obligations assumed by the Company under the Plan will not necessarily be enforceable in all circumstances
in accordance with their terms. In particular: |
| 2. | enforcement may be limited by bankruptcy, insolvency, liquidation, reorganisation, readjustment of debts
or moratorium or other laws of general application relating to protecting or affecting the rights of creditors and/or contributories; |
| 3. | enforcement may be limited by general principles of equity. For example, equitable remedies such as specific
performance may not be available, inter alia, where damages are considered to be an adequate remedy; |
| 4. | where obligations are to be performed in a jurisdiction outside the Cayman Islands, they may not be enforceable
in the Cayman Islands to the extent that performance would be illegal under the laws of that jurisdiction; and |
| 5. | some claims may become barred under relevant statutes of limitation or may be or become subject to defences
of set off, counterclaim, estoppel and similar defences. |
| 6. | To maintain the Company in good standing with the Registrar of Companies under the laws of the Cayman
Islands, annual filing fees must be paid and returns made to the Registrar of Companies within the time frame prescribed by law. |
| 7. | Under Cayman Islands law, the register of members (shareholders) is prima facie evidence of title to shares
and this register would not record a third party interest in such shares. However, there are certain limited circumstances where an application
may be made to a Cayman Islands court for a determination on whether the register of members reflects the correct legal position. Further,
the Cayman Islands court has the power to order that the register of members maintained by a company should be rectified where it considers
that the register of members does not reflect the correct legal position. As far as we are aware, such applications are rarely made in
the Cayman Islands and there are no circumstances or matters of fact known to us on the date of this opinion letter which would properly
form the basis for an application for an order for rectification of the register of members of the Company, but if such an application
were made in respect of the Shares, then the validity of such shares may be subject to re-examination by a Cayman Islands court. |
| 8. | In this opinion letter, the phrase “non-assessable” means, with respect to shares in the Company,
that a shareholder shall not, solely by virtue of its status as a shareholder, be liable for additional assessments or calls on the shares
by the Company or its creditors (except in exceptional circumstances, such as involving fraud, the establishment of an agency relationship
or an illegal or improper purpose or other circumstances in which a court may be prepared to pierce or lift the corporate veil).We express
no opinion as to the meaning, validity or effect of any references to foreign (i.e. non-Cayman Islands) statutes, rules, regulations,
codes, judicial authority or any other promulgations and any references to them in the Registration Statement. |
The opinions in this opinion letter are strictly
limited to the matters contained in the opinions section above and do not extend to any other matters. We have not been asked to review
and we therefore have not reviewed any of the ancillary documents relating to the Registration Statement or the Plan and express no opinion
or observation upon the terms of any such document.
We are Attorneys-at-Law in the Cayman Islands
and express no opinion as to any laws other than the laws of the Cayman Islands in force and as interpreted at the date hereof. Except
as explicitly stated herein, we express no opinion in relation to any representation or warranty contained in the Documents nor upon the
commercial terms of the transactions contemplated by the Documents.
This opinion is limited to the
matters referred to herein and shall not be construed as extending to any other matter or document not referred to herein.
This opinion is given to the
persons to whom it is addressed for their sole benefit and the benefit of their legal advisers acting in that capacity in relation to
this transaction. Except with our written consent, it is not to be disclosed to or relied upon by any other person.
We bring to your attention that
our maximum aggregate liability in respect of all claims for breach of contract or breach of duty or fault or negligence or otherwise
arising out of or in connection with this opinion shall be limited to the lesser of three times the professional fees recovered by us
in providing this opinion and the total amount of our professional indemnity insurance cover available from time to time.
This opinion only relates to the laws of the Cayman
Islands as we presently understand them and is given on the basis that the opinion will be governed by and construed in accordance with
the laws of the Cayman Islands and that the Cayman courts will have exclusive jurisdiction in relation to any matter arising out of it.
We have made no investigation of any laws other than the laws of the Cayman Islands and do not express or imply any opinion on any such
laws.
This opinion is given as at the date shown at
the top of this letter. We have no continuing obligation under the terms of this opinion to inform you of changes of law or fact occurring
after the date of this letter or of facts of which we become aware after such date.
Yours faithfully
/s/ Stuarts Humphries
STUARTS HUMPHRIES
Exhibit 23.1
Consent of Independent Registered Public Accounting
Firm
We consent to the use of our report dated April 16, 2024, with respect
to the consolidated financial statements of Marti Technologies, Inc., incorporated herein by reference.
/s/ KPMG Bağımsız Denetim ve SMMM A.Ş.
Istanbul, Turkey
January 7, 2025
Exhibit 107
Calculation of Filing Fee Tables
Form S-8
(Form Type)
Marti Technologies, Inc.
(Exact name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
Security Type | |
Security Class Title | |
Fee Calculation Rule | |
Amount Registered (1) | | |
Proposed Maximum Offering Price Per Unit | | |
Maximum Aggregate Offering Price | | |
Fee Rate | | |
Amount of Registration Fee | |
| Equity | |
Class A ordinary shares, $0.0001 par value per share | |
Rule 457(c) and 457(h) | |
| 20,275,233 | (2) | |
$ | 3.39 | (3) | |
$ | 68,733,039.87 | | |
| 0.00015310 | | |
$ | 10,523.03 | |
| Total Offering Amounts | | |
| — | | |
$ | 68,733,039.87 | | |
| — | | |
$ | 10,523.03 | |
| Total Fee Offsets(4) | | |
| — | | |
| — | | |
| — | | |
| — | |
| Net Fee Due | | |
| — | | |
| — | | |
| — | | |
$ | 10,523.03 | |
| (1) |
Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement on Form S-8 shall also cover any additional Class A ordinary shares of Marti Technologies, Inc. (the “Registrant”), $0.0001 par value per share (“Ordinary Shares”) that become issuable under the Marti Technologies, Inc. 2023 Incentive Award Plan, as amended by the First Amendment to Marti Technologies, Inc. 2023 Incentive Award Plan (as amended, the “Plan”) by reason of any share dividend, share split, recapitalization or similar transaction effected without the Registrant’s receipt of consideration which would increase the number of Ordinary Shares on issue. |
| (2) |
Represents an additional 20,275,233 Ordinary Shares reserved for issuance under the Plan. |
| (3) |
Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) and Rule 457(h) promulgated under the Securities Act and is based on the average of the high and low prices of the Ordinary Shares as reported on the NYSE American Stock Exchange on January 2, 2025. |
| (4) |
The Registrant does not have any fee offsets. |
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