March 1, 2023

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street, N.E.

Washington, D.C. 20549-3720

Attn: Kate Beukenkamp and Dietrich King

Dear Ms. Beukenkamp and Mr. King,

On behalf of Galata Acquisition Corp. (“we,” “our,” or the “Company”), we submit this letter in response to the comments from the staff (the “Staff”) of the Securities and Exchange Commission set forth in your letter dated January 26, 2023 (the “Comments”), with respect to the above referenced Registration Statement on Form F-4 as filed by the Company on December 30, 2022 (the “F-4”). The Company is concurrently submitting via EDGAR this letter and Amendment No. 1 to the F-4 (“Amendment No. 1”).

The Staff’s comments are summarized below in italicized text, and our responses to the Staff’s comments are set out immediately under the restated comment. Unless otherwise indicated, defined terms used herein have the meanings set forth in the F-4.

Cover Page

Response: In response to the Staff’s comment, the Company has revised the disclosure on the Cover Pages and on pages 7, 13, 16-17, 36, 108-109, 262-263 and 266 of Amendment No. 1. The Company respectfully advises the Staff that there are no Preference Shares outstanding and none will be converted in connection with the Business Combination, but rather New Marti (i.e., Galata as of and following the Merger) will change its authorized share capital and its share structure in connection with the Business Combination pursuant to the Proposed Articles of Association, whereby the preference shares of New Marti will be authorized. The Founder Shares however will convert into Class A Ordinary Shares, as described on the Cover Pages and pages 27, 90, 108, 152 and 169 of the F-4 and the Cover Pages and pages 28, 99, 117-118, 166 and 185 of Amendment No. 1.

Response: In response to the Staff’s comment, the Company has revised the disclosure on the Cover Pages and on pages 5, 30, and 127 of Amendment No. 1.

Selected Definitions, page 6

Response: In response to the Staff’s comment, the Company has revised the disclosure on page 5 of Amendment No. 1.

Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 5-8 of Amendment No. 1.

Questions and Answers About the Business Combination and the General Meeting

Questions and Answers About the Business Combination and the General Meeting, page 14

Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 16-17 of Amendment No. 1.

Q: Did the Galata Board obtain a third-party valuation or fairness opinion..., page 15

Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 15, 37 and 131 of Amendment No. 1.

Q: What shall be the relative equity stakes of Galata’s current shareholders..., page 16

Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 11, 89, 99, 121-122 and 263 of Amendment No. 1 and throughout the proxy statement/prospectus.

Q: I am a Galata shareholder. Do I have redemption rights?, page 19

Response: In response to the Staff’s comment, the Company has revised the disclosure on page 20 of Amendment No. 1.

Risk Factors

Risks Related to Marti

Risks Related to Marti’s Business and History - We reply on third parties maintaining open marketplaces to distribute our application..., page 43

Response: In response to the Staff’s comment, the Company has revised the disclosure on page 45 of Amendment No. 1.

Risks Related to Marti’s Intellectual Property and Technology

Our service relies on GPS and other Global Satellite Navigation Systems (“GNSS”). , page 59

Response: In response to the Staff’s comment, the Company has revised the disclosure on page 63 of Amendment No. 1.

We collect, store, process and use personal information and other customer data..., page 62

Response: The Company respectfully acknowledges the Staff’s comment and submits to the Staff that Marti does not have any establishments in the European Union (the “EU”) and does not have any entities or affiliates in the EU. Although individuals residing outside of Türkiye can register on Marti’s application to receive Marti’s services within Türkiye, Marti does not target or otherwise direct its services to individuals outside Türkiye. According to Article 3 of the GDPR, GDPR’s territorial scope is determined as follows:

(1) This Regulation applies to the processing of personal data in the context of the activities of an establishment of a controller or a processor in the Union, regardless of whether the processing takes place in the Union or not.

(2) This Regulation applies to the processing of personal data of data subjects who are in the Union by a controller or processor not established in the Union, where the processing activities are related to:

Because Marti does not have an establishment, entity or affiliate in the EU, (1) above does not apply. Similarly, (2) sets forth requirements from the European Data Protection Board’s guidelines and does not apply to Marti's operations. Marti does not offer goods or services to data subjects in the EU or monitor their behavior within with EU and, therefore, does not target data subjects in the EU. Accordingly, Marti does not fall within the territorial scope of the GDPR and its operations are not subject to the GDPR.

Risks Related to Being a Public Company, page 75

Response: The Company respectfully acknowledges the Staff’s comment, and note that the requested disclosure was included in the risk factor on pages 94-95 and 104-105 of the F-4, and is included on page 86 and on pages 103-104 and 114-115 Amendment No. 1.

Risks Related to the Redemption, page 94

Response: The Company respectfully acknowledges the Staff’s comment, and note that the requested disclosure was included in the risk factor on page 85 of the F-4, and is included on page 94 Amendment No. 1.

The Business Combination

Background of Business Combination, page 111

Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 123-124 of Amendment No. 1.

Response: In response to the Staff’s comment, the Company has revised the disclosure on page 123 of Amendment No. 1.

Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 124-125 of Amendment No. 1.

Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 123-125 of Amendment No. 1.

Response: In response to the Staff’s comment, the Company has revised the disclosure on page 124 of Amendment No. 1.

Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 123-124 of Amendment No. 1.

Response: In response to the Staff’s comment, the Company has revised the disclosure on page 127 of Amendment No. 1.

Response: In response to the Staff’s comment, the Company has revised the disclosure on page 127 of Amendment No. 1.

Resignation of Barclays, page 116

Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on page 128 of Amendment No. 1. Furthermore, the Company and Marti respectfully submit to the Staff that Barclays was not involved in the preparation of any disclosure that is included in the Registration Statement or Amendment No. 1, including any analysis underlying disclosure in the Registration Statement or Amendment No. 1. Barclays also did not provide any work product upon which any disclosure relies, and therefore the Barclays’ resignation does not impact any analysis underlying the Company’s decision to pursue the business combination with Marti.

Prospective Financial Information as of August 2022: , page 128

Response: In response to the Staff’s comment, the Company has revised the disclosure on page 140 of Amendment No. 1.

Interests of Certain Persons in the Business Combination, page 131

Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 143-144 of Amendment No. 1.

Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 89, 90-92 and 144 of Amendment No. 1.

Response: The Company respectfully acknowledges the Sponsor and its affiliates can earn a positive rate of return on their investment, even if other stockholders experience a negative rate of return in the post-business combination company. In response to the Staff’s comment, the Company has revised the disclosure on pages 89, 90-92 and 144 of Amendment No. 1.

The Business Combination

Potential Purchases of Public Shares, page 132

Finally, tell us how these purchases will comply with Exchange Act Rule 14e-5.

Response: The Company’s sponsor, directors, officers, advisors and their affiliates will not purchase public shares in the open market prior to the General Meeting. In response to the Staff’s comment, the Company has revised the disclosure on page 145 of Amendment No. 1.

Material U.S. Federal Income Tax Considerations, page 135

Response: In response to the Staff’s comment, the Company has revised the disclosure on page 149 of Amendment No. 1.

Unaudited Pro Forma Condensed Combined Balance Sheet, page 171

Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 193-194 of Amendment No. 1.

Notes to Unaudited Pro Forma Financial Information, page 174

Response: In response to the Staff’s comment, the Company has revised the disclosure on page 193 of Amendment No. 1.

Business of Marti and Certain Information About Marti

Competitive Strengths

Strong Unit Economics, page 194

Response: In response to the Staff’s comment, the Company has revised the disclosure on page 215 of Amendment No. 1.

Response: In response to the Staff’s comment, the Company has revised the disclosure on page 215 of Amendment No. 1.

Constructive Regulatory Framework, page 194

Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 215-216 of Amendment No. 1. The Company also respectfully advises the Staff of its disclosure on pages 218-219 of Amendment No. 1 under the subsection titled “Business of Marti and Certain Information about Marti — Competition.”

Response: In response to the Staff’s comment, the Company has revised the disclosure on page 216 of Amendment No. 1.

Vertically Integrated Business Model Driving Lower Costs and Higher Revenues, page 194

Response: In response to the Staff’s comment, the Company has revised the disclosure on page 215 of Amendment No. 1.

Marti Management’s Discussion and Analysis of Financial Condition and Results of Operations

Our Business Overview, page 199

Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 210 and 221 of Amendment No. 1.

Key metrics and Non-GAAP financial measures, page 201

Refer to SEC Release No. 33-10751.

Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 223-225 of Amendment No. 1.

Response: In response to the Staff’s comment, the Company has revised the disclosure on page 224 of Amendment No. 1.

Response: In response to the Staff’s Comment, Marti has revised the “Pre-depreciation Gross Profit per Ride” metric to “Pre-depreciation Contribution” throughout Amendment No. 1 in order to distinguish it from Marti’s gross profit as measured by U.S. GAAP.

In making this change, Marti considered whether this results in the presentation of a non-GAAP measure that substitutes individually tailored recognition and measurement methods for those of GAAP. Question 100.04 of the Non-GAAP Financial Measures Compliance and Disclosure Interpretations states that “non-GAAP adjustments that have the effect of changing the recognition and measurement principles required to be applied in accordance with GAAP would be considered individually tailored and may cause the presentation of a non-GAAP measure to be misleading.” The examples given for why non-GAAP measures may be misleading refer to changing the pattern of recognition, presenting gross rather than net revenue numbers or net rather than gross revenue numbers when the reverse is required, and changing the basis of accounting for revenue or expenses from an accrual basis to a cash basis. Marti’s “Pre-depreciation Contribution” measure is not an example of these. To the contrary, Marti’s pre-depreciation contribution measure is an important metric for management and investors as outlined on page 224 of Amendment No. 1. It is an important metric for Marti management as it lets management assess the efficiency of its field operations and repair and maintenance teams in servicing its vehicles on the field, distinct from the performance of its vehicle team in increasing the useful life of its vehicles off of the field as reflected by depreciation. The metric also lets Marti management compute the number of rides after which it pays back the fully loaded cost of its vehicles, by dividing its fully loaded vehicle cost by its pre-depreciation contribution per ride. This also makes it an important metric for investors to track Marti’s operating efficiency and unit economics.

In response to the Staff’s comment, the Company has revised the disclosure on pages 140-141, 215, and 223-224 of Amendment No. 1.

Response: In response to the Staff’s comment, the Company has revised the disclosure on page 225 of Amendment No. 1.

Response: The Company respectfully acknowledges the Staff’s comment and submits to the Staff that because Marti’s vehicles are not fully enclosed, Marti experiences higher demand in the summer months when the weather is favorable as compared to the winter months when rain or snow is more common. Marti’s best performing quarters are the second and third quarters, followed by the first and fourth quarters. Due to this seasonality, Marti’s revenue is considerably lower in the fourth quarter than the average of the first three quarters of the fiscal year. Marti’s variable costs, however, do not fully and immediately adjust to these changes in revenue. For example, Marti cannot reduce the size of its operations and repair and maintenance teams instantaneously in the fourth quarter and then right size such action in the first quarter. The decline in revenues is therefore greater than the decline in variable costs in the fourth quarter as compared to the average of the first three quarters of the fiscal year. Therefore, Marti typically sees lower gross profit per ride in the fourth quarter of the year than the average of the first three quarters of the fiscal year, and lower gross profit per ride across the full year than in the first nine months of the year.

Results of Operations, page 203

Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 227-228 of Amendment No. 1.

Executive and Director Compensation - Marti Options, page 212

Response: In response to the Staff’s comment, the Company has revised the disclosure on page 236 of Amendment No. 1.

General

Response: In response to the Staff’s comment, the Company has revised the disclosure on the Cover Pages and on pages 11, 16, 32, 179, and 206 of Amendment No. 1. and throughout the proxy statement/prospectus. The Company also respectfully advises the Staff that the aggregate $62 million committed proceeds referenced throughout the proxy statement and prospectus includes (i) $49.5 million in committed proceeds from the Convertible Notes pursuant to the PIPE Subscription and (ii) $12.5 million in committed proceeds from the Pre-Fund Notes, which are convertible into the Convertible Notes at the Closing, pursuant to the Pre-Fund Subscription.

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Please do not hesitate to contact me at (212) 728-8620 or dscalzo@willkie.com if you have comments or if you require additional information regarding Amendment No. 1.

Respectfully submitted,

Danielle Scalzo

cc: Kemal Kaya, Chief Executive Officer, Galata Acquisition Corp.