Marti Technologies amends SPAC merger deal, extends outside date to July 31, 2023
Galata Acquisition Corp. (SPAC) and Marti Technologies amended their business combination agreement on April 28, 2023, removing a $50,000,000 cash closing condition and extending the outside date to July 31, 2023. The companies also amended convertible note subscriptions covering $35,500,000 of principal, raising the conversion premium to 15.0% from 10.0% and adding monthly reset dates, which could affect share dilution for existing holders.
- April 28, 2023: BCA Amendment No. 1 removes the $50,000,000 SPAC cash-on-hand closing condition and extends the outside date to July 31, 2023.
- PIPE Amendment covers convertible notes with $35,500,000 aggregate principal and removes PIPE investor lock-up restrictions.
- Revised Indenture raises the conversion premium to 15.0% and provides for monthly reset dates over the first twelve months after issuance.
- May 4, 2023: Farragut Square Global Master Fund, an affiliate of a SPAC director, may subscribe for up to $40,000,000 of convertible notes after closing.