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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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Marti Technologies, Inc. (Name of Issuer) |
Class A Ordinary Shares, par value $0.0001 (Title of Class of Securities) |
573134103 (CUSIP Number) |
Cankut Durgun Buyukdere Cd. No:237, Maslak Sariyer/Istanbul, W8, 34485 0 (850) 308 34 19 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
05/11/2024 (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.
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).
SCHEDULE 13D
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| CUSIP No. | 573134103 |
| 1 |
Name of reporting person
Cankut Durgun | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
TURKEY
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
13,259,818.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
17.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| CUSIP No. | 573134103 |
| 1 |
Name of reporting person
Esra Unluaslan Durgun | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
TURKEY
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
13,259,818.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
17.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A Ordinary Shares, par value $0.0001 | |
| (b) | Name of Issuer:
Marti Technologies, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
Buyukdere Cd. No:237, Maslak Sariyer/Istanbul,
TURKEY
, 34485. | |
Item 1 Comment:
This Amendment No. 1 to Schedule 13D ("Amendment No. 1") amends and supplements the Schedule 13D originally filed with the United States Securities and Exchange Commission on July 20, 2023 (as amended to date, the "Schedule 13D"), relating to the Class A Ordinary Shares, par value $0.0001 per share (the "Class A Ordinary Shares"), of Marti Technologies, Inc., a Cayman Islands exempted company (the "Issuer"). Capitalized terms used herein without definition shall have the meanings set forth in the Schedule 13D. | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
Since the Schedule 13D filed on July 20, 2023, Ms. Durgun has acquired the Class A Ordinary Shares reported herein pursuant to awards granted to Ms. Durgun by the Issuer in consideration for services rendered to the Issuer. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The information contained on the cover pages is incorporated by reference to this Item 5.
The Reporting Persons may be deemed to beneficially own 13,259,818 Class A Ordinary Shares, representing 17.1% of the Class A Ordinary Shares, based upon 77,708,475 Class A Ordinary Shares outstanding as of June 30, 2025.
Esra Unluaslan Durgun is the record holder of (i) 12,207,878 Class A Ordinary Shares and (ii) 1,051,940 Class A Ordinary Shares underlying restricted stock units that will vest within 60 days of the date hereof. Ms. Durgun holds all economic rights to such securities. The Reporting Persons are married and by virtue of their relationship, the Reporting Persons may be deemed to share beneficial ownership of the securities reported herein but Mr. Durgun disclaims such beneficial ownership. | |
| (b) | The information contained on the cover pages is incorporated by reference to this Item 5. | |
| (c) | During the past 60 days, neither of the Reporting Persons have effected any transactions with respect to the Class A Ordinary Shares. | |
| (d) | None. | |
| (e) | Not applicable. | |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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