UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED
PURSUANT TO § 240.13d-2(a)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)*
Marti Technologies, Inc. (f/k/a Galata Acquisition Corp.)
(Name of Issuer)
Class A Ordinary Shares, $0.0001 par value
(Title of Class of Securities)
573134 103
(CUSIP Number)
Daniel Freifeld
c/o Farragut Square Global Master Fund, LP
2001 S Street NW, Suite 320
Washington, DC 20009
Telephone Number: (202) 866-0901
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
November 21, 2023
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g),
check the following box. ☐
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*
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The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page.
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The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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1.
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Names of Reporting Persons.
Farragut Square Global Master Fund, LP
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☐
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
WC, AF
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐
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6.
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Citizenship or Place of Organization
Cayman Islands
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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7.
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Sole Voting Power
0
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8.
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Shared Voting Power
7,111,809(1)(2)(3)
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
7,111,809(1)(2)(3)
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
7,111,809(1)(2)(3)
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐
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13.
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Percent of Class Represented by Amount in Row (11)
13.30%(4)
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14.
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Type of Reporting Person (See Instructions)
PN
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(1)
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The inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of this Schedule
13D or for any other purpose.
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(2)
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Includes 2,212,702 Class A Ordinary Shares and 4,899,107 Class A Ordinary Shares underlying the Warrants held by Farragut LP.
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(3)
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Excludes Class A Ordinary Shares issuable to Farragut LP upon the conversion of the Convertible Notes that would exceed the Beneficial Ownership Limitation.
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(4)
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The percentage reported in this Schedule 13D is based upon 48,574,596 Class A Ordinary Shares outstanding as of October 11, 2023 (as reported on the Issuer’s
Registration Statement filed with the SEC on October 27, 2023) plus 4,899,107 Class A Ordinary Shares underlying the Warrants held by Farragut LP.
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1.
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Names of Reporting Persons.
Farragut Square Global GP, LLC
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☐
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
AF
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐
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6.
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Citizenship or Place of Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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7.
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Sole Voting Power
0
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8.
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Shared Voting Power
7,111,809 (1)(2)(3)
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
7,111,809 (1)(2)(3)
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
7,111,809 (1)(2)(3)
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐
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13.
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Percent of Class Represented by Amount in Row (11)
13.30%(4)
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14.
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Type of Reporting Person (See Instructions)
OO
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(1)
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The inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of this Schedule
13D or for any other purpose.
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(2)
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Includes 2,212,702 Class A Ordinary Shares and 4,899,107 Class A Ordinary Shares underlying the Warrants held by Farragut LP.
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(3)
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Excludes Class A Ordinary Shares issuable to Farragut LP upon the conversion of the Convertible Notes that would exceed the Beneficial Ownership Limitation.
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(4)
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The percentage reported in this Schedule 13D is based upon 48,574,596 Class A Ordinary Shares outstanding as of October 11, 2023 (as reported on the Issuer’s
Registration Statement filed with the SEC on October 27, 2023) plus 4,899,107 Class A Ordinary Shares underlying the Warrants held by Farragut LP.
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1.
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Names of Reporting Persons.
Callaway Farragut, LLC
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☐
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
AF
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐
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6.
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Citizenship or Place of Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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7.
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Sole Voting Power
0
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8.
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Shared Voting Power
7,111,809 (1)(2)(3)
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
7,111,809 (1)(2)(3)
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
7,111,809 (1)(2)(3)
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐
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13.
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Percent of Class Represented by Amount in Row (11)
13.30%(4)
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14.
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Type of Reporting Person (See Instructions)
OO
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(1)
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The inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of this Schedule
13D or for any other purpose.
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(2)
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Includes 2,212,702 Class A Ordinary Shares and 4,899,107 Class A Ordinary Shares underlying the Warrants held by Farragut LP.
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(3)
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Excludes Class A Ordinary Shares issuable to Farragut LP upon the conversion of the Convertible Notes that would exceed the Beneficial Ownership Limitation.
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(4)
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The percentage reported in this Schedule 13D is based upon 48,574,596 Class A Ordinary Shares outstanding as of October 11, 2023 (as reported on the Issuer’s
Registration Statement filed with the SEC on October 27, 2023) plus 4,899,107 Class A Ordinary Shares underlying the Warrants held by Farragut LP.
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1.
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Names of Reporting Persons.
Daniel Freifeld
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☐
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
AF
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐
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6.
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Citizenship or Place of Organization
United States
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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7.
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Sole Voting Power
0
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8.
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Shared Voting Power
7,111,809 (1)(2)(3)
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
7,111,809 (1)(2)(3)
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
7,111,809 (1)(2)(3)
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐
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13.
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Percent of Class Represented by Amount in Row (11)
13.30%(4)
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14.
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Type of Reporting Person (See Instructions)
IN
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(1)
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The inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of this Schedule
13D or for any other purpose.
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(2)
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Includes 2,212,702 Class A Ordinary Shares and 4,899,107 Class A Ordinary Shares underlying the Warrants held by Farragut LP.
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(3)
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Excludes Class A Ordinary Shares issuable to Farragut LP upon the conversion of the Convertible Notes that would exceed the Beneficial Ownership Limitation.
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(4)
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The percentage reported in this Schedule 13D is based upon 48,574,596 Class A Ordinary Shares outstanding as of October 11, 2023 (as reported on the Issuer’s
Registration Statement filed with the SEC on October 27, 2023) plus 4,899,107 Class A Ordinary Shares underlying the Warrants held by Farragut LP.
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This Amendment No. 1 (this “Amendment”) to Schedule 13D amends the Schedule 13D filed with the SEC on July 20, 2023 by Farragut Square Global Master Fund, LP, a Cayman Islands exempted limited
partnership (“Farragut LP”), Farragut Square Global GP, LLC, a Delaware limited liability company (“Farragut GP”), Callaway Farragut, LLC, a Delaware limited liability company (“Callaway LLC”), and Daniel Freifeld (“Mr.
Freifeld” and collectively with Farragut LP, Farragut GP and Callaway LLC, the “Reporting Persons”), with respect to Class A ordinary shares, par value $0.0001 per share (“Class A Ordinary Shares”), of Marti Technologies, Inc.
(f/k/a Galata Acquisition Corp.), a Cayman Islands exempted company (the “Issuer”) (as amended, the “Schedule 13D”). Capitalized terms used but not otherwise defined in this Amendment have the meanings ascribed to them in the Schedule
13D.
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Item 3.
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Source and Amount of Funds or Other Consideration
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Item 3 of the Schedule 13D is hereby amended by adding the following:
On November 21, 2023, the Sponsor distributed all of the Class A Ordinary Shares and all of the warrants to purchase Class A Ordinary Shares (the “Warrants”) held by the Sponsor to its members, including 2,211,702 Class A Ordinary Shares and 4,898,607 Warrants that were distributed to Farragut LP, pursuant to a liquidating distribution, and certain transferees as stock-based compensation for past
service to the board of directors of the Issuer for no monetary consideration. Such Class A Ordinary Shares and Warrants were distributed to the Sponsor’s members (including Farragut LP) on a pro rata basis for no consideration. As a result of
such distribution, the Reporting Persons ceased to beneficially own Class A Ordinary Shares previously held by, and Class A Ordinary Shares underlying Warrants previously held by, the Sponsor that were
distributed to its members other than Farragut LP.
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Item 5
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Interest in Securities of the Issuer
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Items 5(a), (b), (c) and (e) of the Schedule 13D is hereby amended and restated in their entirety by adding the following:
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(a)
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The aggregate number and percentage of Class A Ordinary Shares beneficially owned by the Reporting Persons is based on 48,574,596 Class A Ordinary Shares outstanding as of October 11, 2023 (as
reported on the Issuer’s Registration Statement filed with the SEC on October 27, 2023), plus Class A Ordinary Shares underlying the Warrants held by Farragut LP, as is set forth in boxes 11 and 13 of the second part of the cover page to
this Schedule 13D for each of the Reporting Persons, and such information is incorporated herein by reference. Shares reported as beneficially owned herein include 2,212,702 Class A Ordinary Shares and 4,899,107 Class A Ordinary Shares
underlying the Warrants held by Farragut LP.
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(b)
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The amounts of Class A Ordinary Shares as to which each of the Reporting Persons has sole voting power, shared voting power, sole dispositive power and shared dispositive power is set forth in
boxes 7, 8, 9 and 10, respectively, on the second part of the cover page to this Schedule 13D for each of the Reporting Persons, and such information is incorporated herein by reference.
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(c)
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Except as set forth herein, including in Item 3 which is incorporated herein by reference, none of the Reporting Persons has effected any transactions related to the Class A Ordinary Shares
during the past 60 days.
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(e)
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As of November 21, 2023, the Sponsor ceased to beneficially own any Class A Ordinary Shares.
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Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule 13D is true, complete and correct.
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Dated: November 22, 2023
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Galata Acquisition Sponsor, LLC
By: Farragut Square Global Master Fund, LP, its managing member
By: Farragut Square Global GP, LLC, its general partner
By: Callaway Farragut, LLC, its managing member
By: /s/ Daniel Freifeld
Name: Daniel Freifeld Title: Managing Member |
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Dated: November 22, 2023
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Farragut Square Global Master Fund, LP
By: Farragut Square Global GP, LLC, its general partner
By: Callaway Farragut, LLC, its managing member
By: /s/ Daniel Freifeld
Name: Daniel Freifeld Title: Managing Member |
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Dated: November 22, 2023
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Farragut Square Global GP, LLC
By: Callaway Farragut, LLC, its managing member
By: /s/ Daniel Freifeld
Name: Daniel Freifeld Title: Managing Member |
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Dated: November 22, 2023
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Callaway Farragut, LLC
By: /s/ Daniel Freifeld
Name: Daniel Freifeld Title: Managing Member |
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Dated: November 22, 2023
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Daniel Freifeld
/s/ Daniel Freifeld
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