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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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Marti Technologies, Inc. (Name of Issuer) |
Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) |
573134103 (CUSIP Number) |
Oguz Alper Oktem 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) |
12/18/2025 (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
Oguz Alper Oktem | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 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
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
13,401,435.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
15.6 % | ||||||||
| 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 per share | |
| (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. 2 to Schedule 13D ("Amendment No. 2") 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 and Amendment No. 1 thereto filed on July 2, 2025, the Reporting Person has acquired the Class A Ordinary Shares reported herein pursuant to awards granted to the Reporting Person by the Issuer in consideration for services rendered to the Issuer. | ||
| Item 4. | Purpose of Transaction | |
The purpose of filing this Amendment No. 2 is to report the contribution, on December 18, 2025, of 10,800,000 of the Reporting Person's Class A Ordinary Shares ("Contributed Shares") to the Oktem Family Fund LLC, a newly formed Cayman limited liability company (the "Oktem Family Fund"), of which the Reporting Person owns a majority of the interests. The manager of the Oktem Family fund is New Holland Capital LLC ("NH"). Pursuant to the terms of the Oktem Family Fund Amended and Restated Limited Liability Company Agreement (the "LLCA"), the Reporting Person shall maintain all beneficial ownership rights to the Contributed Shares held by the Oktem Family Fund, including an irrevocable proxy to control the voting of such shares and the ability to direct the sale of such shares at any time. Upon the occurrence of certain trigger events (including a floor price for the Contributed Shares) or at any time after October 31, 2028, NH may exercise its rights to dispose of the Contributed Shares in accordance with the LLCA. NH does not otherwise have the ability to exercise voting or investment power with respect to the Contributed Shares. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The information contained on the cover page is incorporated by reference to this Item 5.
The Reporting Person may be deemed to beneficially own 13,401,435 Class A Ordinary Shares, representing 15.6% of the Class A Ordinary Shares, based upon 85,812,185 Class A Ordinary Shares outstanding as of December 18, 2025. The Reporting Person is the record holder of (i) 13,401,435 Class A Ordinary Shares and (ii) 291,397 Class A Ordinary Shares underlying restricted stock units that will vest within 60 days of the date hereof. | |
| (b) | The information contained on the cover pages is incorporated by reference to this Item 5. | |
| (c) | The information contained in Item 4 is incorporated by reference to this Item 5. | |
| (d) | The information contained in Item 4 is incorporated by reference to this Item 5. | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
The description of the Oktem Family Fund LLC Amended and Restated Limited Liability Company Agreement provided above under Item 4 is incorporated by reference to this Item 6. | ||
| 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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