UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 20-F

(Mark One)

☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2025

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number: 001-40588

Marti Technologies, Inc.

(Exact name of Registrant as specified in its charter)

Not applicable

(Translation of Registrant’s name into English)

Cayman Islands

(Jurisdiction of incorporation or organization)

Buyukdere Cd. No:237

Maslak, 34485

Sariyer/Istanbul, Türkiye

(Address of principal executive offices)

Oguz Alper Öktem, Chief Executive Officer

Buyukdere Cd. No:237

Maslak, 34485

Sariyer/Istanbul, Türkiye

+ 0 (850)308 34 19

(Name, Telephone, Email and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Securities registered or to be registered pursuant to Section 12(g) of the Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report:

As of December 31, 2025, the registrant had 86,042,726 Class A ordinary shares outstanding.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ☐ No ☒

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting over Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. Item 17 ☐ Item 18 ☐

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

INTRODUCTION

All references to (i) “we,” “us,” our,” “Marti,” and the “Company” refer to Marti Technologies, Inc., an exempted company incorporated with limited liability under the laws of the Cayman Islands, and its subsidiaries, effective upon the closing of the Business Combination (as defined herein) and (ii) “Marti Delaware” refer to Marti Technologies I Inc., a Delaware corporation and wholly owned subsidiary of the Company (formerly known as Marti Technologies Inc.), and its subsidiaries.

EXCHANGE RATES

In this annual report on Form 20-F (“Annual Report”), unless otherwise specified or the context otherwise requires:

Certain amounts described herein have been expressed in U.S. dollars for convenience, and when expressed in U.S. dollars in the future, such amounts may be different from those set forth herein due to intervening exchange rate fluctuations. The Company and Marti Delaware use USD as their functional currency. If the legal records are kept in a currency other than the functional currency, the consolidated financial statements are initially translated into the functional currency and then translated into USD. For the companies in Türkiye that book legal records in TL, currency translation from TL to the presentation currency USD is made under the framework described below:

PRESENTATION OF FINANCIAL INFORMATION

Unless indicated otherwise, financial data presented in this Annual Report has been taken from the audited financial statements of Marti. Unless otherwise indicated, financial information of Marti has been prepared in accordance with U.S. GAAP.

MARKET AND INDUSTRY DATA

This Annual Report contains estimates, projections, and other information concerning our industry and business, as well as data regarding market research, estimates, and forecasts prepared by our management. Information that is based on estimates, forecasts, projections, market research, or similar methodologies is inherently subject to uncertainties, and actual events or circumstances may differ materially from events and circumstances that are assumed in this information. The industry in which we operate is subject to a high degree of uncertainty and risk due to a variety of factors, including those described in Item 3.D “Key Information–Risk Factors.” Unless otherwise expressly stated, we obtained industry, business, market, and other data from reports, research surveys, studies, and similar data prepared by market research firms and other third parties, industry and general publications, government data, and similar sources. In some cases, we do not expressly refer to the sources from which this data is derived. In that regard, when we refer to one or more sources of this type of data in any paragraph, you should assume that other data of this type appearing in the same paragraph is derived from sources that we paid for, sponsored, or conducted, unless otherwise expressly stated or the context otherwise requires. While we have compiled, extracted, and reproduced industry data from these sources, we have not independently verified the data. Forecasts and other forward-looking information with respect to industry, business, market, and other data are subject to the same qualifications and additional uncertainties regarding the other forward-looking statements in this Annual Report. See the section entitled “Cautionary Note Regarding Forward-Looking Statements” for more information.

TRADEMARKS AND TRADE NAMES

We own or have rights to various trademarks, service marks and trade names that we use in connection with the operation of our business. This Annual Report also contains trademarks, service marks and trade names of third parties, which are the property of their respective owners. The use or display of third parties’ trademarks, service marks, trade names or products in this Annual Report is not intended to create, and does not imply, a relationship with us, or an endorsement or sponsorship by or of us. Solely for convenience, the trademarks, service marks and trade names referred to in this Annual Report may appear with the ®, TM or SM symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the right of the applicable licensor to these trademarks, service marks and trade names.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report and the information incorporated by reference herein include certain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements can generally be identified by the use of forward-looking terminology, including the terms “believes,” “estimates,” “anticipates,” “expects,” “seeks,” “projects,” “intends,” “plans,” “may,” “will” or “should” or, in each case, their negative or other variations or comparable terminology.

These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this Annual Report and include statements regarding our intentions, beliefs or current expectations concerning, among other things, results of operations, financial condition, liquidity, prospects, growth, strategies, future market conditions or economic performance and developments in the capital and credit markets and expected future financial performance, the markets in which we operate, as well as any information concerning possible or assumed future results of our operations.

The forward-looking statements contained in this Annual Report are based on our current expectations and beliefs concerning future developments. There can be no assurance that future developments affecting us will be those that we have anticipated. Such forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by the forward-looking statements. Should one or more of these risks or uncertainties materialize, or should any of the assumptions prove incorrect, actual results may vary in material respects from those projected in forward-looking statements herein.

Many factors could cause actual results or performance to be materially different from those expressed or implied by the forward-looking statements in this Annual Report, including without limitation: (i) our ability to implement business plans, forecasts, and other expectations, and identify opportunities, (ii) the risk that we may not be able to effectively manage our growth, including our design, research, development, and maintenance capabilities, (iii) the risk of downturns in the highly competitive tech-enabled mobility services industry, (iv) our ability to build our brand and consumers’ recognition, acceptance, and adoption of our brand, (v) the impact of geopolitical tensions and international conflicts, including the military conflict occurring in the Middle East, on the global economy, inflation, energy and commodity prices and our business, (vi) volatility in the price of our securities due to a variety of factors, including without limitation changes in the competitive and highly regulated industries in which we operating or plan to operate, variations in competitors’ performance and success and changes in laws and regulations affecting our business, (vii) the outcome of any legal proceedings that may be instituted against us or our directors or officers, (viii) technological changes and risks associated with doing business in an emerging market, (ix) risks relating to our dependence on and use of certain intellectual property and technology, (x) our ability to maintain the listing of our securities on the NYSE American Stock Exchange (the “NYSE American”) (xi) our ability to grow and make profitable our business, including our ride-hailing, delivery and two-wheeled electric vehicle businesses, and (xii) other factors discussed under Item 3.D “Key Information–Risk Factors” in this Annual Report, which section is incorporated herein by reference.

The foregoing list of factors is not exhaustive. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in the forward-looking statements herein. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Annual Report. We undertake no obligation, except as required by law, to revise publicly any forward-looking statement to reflect circumstances or events after the date of this Annual Report or to reflect the occurrence of unanticipated events. You should, however, review the factors and risks described in the reports we file from time to time with the Securities and Exchange Commission (the “SEC”) after the date of this Annual Report.

SUMMARY OF RISK FACTORS

Investing in our securities entails a high degree of risk as more fully described under “Risk Factors.” You should carefully consider such risks before deciding to invest in our securities. These risks include, but are not limited to, the following:

PART I

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

Not applicable.

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE

Not applicable.

ITEM 3. KEY INFORMATION

A. [Reserved] 

B. Capitalization and Indebtedness

Not applicable.

C. Reasons for the Offer and Use of Proceeds

Not applicable.

D. Risk Factors

Our business faces significant risks and uncertainties. You should carefully consider all of the information set forth in this Annual Report and in the other documents we file with or furnish to the SEC, including the following risk factors, before deciding to invest in or to maintain an investment in our securities. Our business, financial condition or results of operations could be materially and adversely affected by any of these risks, any of which could have an adverse effect on the trading price of our securities. Additional risks not presently known to us or that we currently deem immaterial may also impair our business, financial condition and results of operations.

Risks Related to Our Business and Industry 

We have a limited operating history and operate in a new and rapidly evolving industry, which makes it difficult to evaluate our future prospects, forecast financial results and assess the risks and challenges we may face.

We were founded in 2018 and have rapidly expanded our services, launching our two-wheeled electric vehicles operations in 2019, car-hailing and motorcycle-hailing operations in October 2022, taxi-hailing in February 2024, and delivery services in October 2025. Because our business model and markets are relatively new and continue to evolve, our historical results may not be reliable indicators of future performance, and our assumptions and forecasts may prove inaccurate.

We have encountered in the past, and will encounter in the future, risks and uncertainties frequently experienced by growing companies with limited operating histories in rapidly changing industries. Our success depends, in part, on our ability to:

If shared mobility and delivery service adoption slows due to safety, affordability, public health concerns, incidents on our or competitors’ platforms, or other factors, the markets in which we operate may grow more slowly than expected or fail to reach anticipated potential. We may also periodically reassess market performance and discontinue operations in certain markets.

If we fail to successfully address these risks, our business, financial condition, and results of operations could be adversely affected.

Our business depends on our ability to attract, retain and engage drivers, riders, and consumers and to maintain effective pricing strategies in response to market competition or other factors. Failure to do so could materially harm our business, financial condition, and results of operations.

The size, growth, and engagement of our driver, rider, and consumer bases are critical to the success of our platform. Our financial performance has been, and will continue to be, significantly determined by our ability to cost-effectively acquire, retain, and increase the engagement and usage frequency of drivers, riders, and consumers. If drivers, riders, and consumers do not perceive our services and products to be useful, reliable, trustworthy, affordable, and easy to use, we may not be able to attract or retain drivers, riders, and consumers, or maintain or increase the frequency of their use of our services and products. Our driver, rider and consumer engagement patterns have varied over time and may continue to fluctuate, particularly as we introduce new products and services and/or expand into new markets, and engagement can be difficult to measure accurately.

Any number of factors could negatively affect driver, rider, and consumer acquisition, retention, and engagement, including, among others:

Our future success depends significantly on our ability to acquire or retain drivers, riders, and consumers and achieve sustainable growth. If drivers choose to stop using our platform, we may experience a shortage of available drivers, resulting in longer waiting times for our services and decreased rider and consumer satisfaction. Similarly, if attracting riders and consumers becomes more challenging, existing drivers may also opt for other platforms, necessitating potential changes to our business model, including increased incentives, reduced profits, and higher marketing expenses. Conversely, if we choose to decrease incentives to improve our financial performance, we may experience further declines in driver numbers and increased dissatisfaction among them. Driver attrition may also require us to repeat onboarding processes such as driver education, background checks, and approvals, which may be time-consuming and increasingly complex if regulators require enhanced screening procedures. These operational burdens could decrease the value of our business and have a material adverse effect on our business, results of operations, and prospects.

Our pricing strategy is also central to our ability to attract and retain drivers, riders, and consumers. We regularly analyze data to determine pricing intended to balance driver supply and consumer demand, and to support long-term profitability. One of the risks of increasing subscription package prices is that consumers may downsize their packages and/or drivers may provide their services only on certain days. Another risk of changing prices is that rider and consumer demand is sensitive to price increases, particularly given the recent impact of inflation on consumer spending habits. If we raise prices too much or too often, rider and consumer demand may decrease. Additionally, factors such as operating costs, legal and regulatory requirements or constraints, geographic expansion, and the ability of our competitors to offer more attractive pricing to either their consumers or service providers may require us to reduce prices, increase incentives, or increase marketing expenditures, which could adversely affect our profitability.

Certain of our competitors offer, or may in the future offer, lower-priced or a broader range of products and services, or may attract drivers, riders, and consumers more efficiently through aggressive marketing strategies. As we expand geographically, local economic conditions and regulations may limit our ability to compete effectively on pricing. We may launch new pricing initiatives, subscription packages, or loyalty programs—including our Marti Shareholder Loyalty Program launched in March 2026, which offers long-term retail shareholders discounts on our services—, or modify existing pricing methodologies, and these efforts may not succeed. In addition, pricing errors, inaccurate demand forecasts, or technological issues could result in underpricing or overpricing our services and products. As we continue to launch new services and develop existing asset-intensive products, factors such as retention of drivers, riders, and consumers, asset maintenance, debt service, depreciation, asset life, battery swaps, supply chain efficiency, and asset replacement may affect our pricing methodologies.

If we are unable to maintain or grow our driver, rider, and consumer base, sustain engagement, or implement effective pricing strategies, our platform may become less attractive, and our business, financial condition, results of operations, and prospects could be materially adversely affected.

Our only significant asset is ownership of Marti Delaware and its affiliates, and such ownership may not be sufficient to pay dividends, make distributions or obtain loans to enable us to pay any dividends on our Ordinary Shares or satisfy other financial obligations.

We are a holding company and do not directly own any operating assets other than our ownership of interests in Marti Delaware. We depend on Marti Delaware for distributions, loans, and other payments to generate the funds necessary to meet our financial obligations, including our expenses as a publicly traded company, and to pay any dividends. The earnings from, or other available assets of, Marti Delaware may not be sufficient to make distributions or pay dividends, pay expenses or satisfy our other financial obligations.

We rely on third-party mobile application marketplaces to distribute our mobile application, and any adverse change in our relationship with, or the policies of, such marketplaces could materially adversely affect our business.

Substantially all of our revenue is generated through our mobile application, which is distributed primarily through the Apple App Store, Google Play Store, and Huawei AppGallery. We depend on these third-party marketplaces to make our platform available to consumers, process certain in-app transactions, and maintain reliable access to our services. If any of these marketplaces were to remove our application, suspend our developer account, delay updates, restrict functionality, or impose unfavorable terms, our ability to attract and retain consumers could be materially harmed.

The operators of these marketplaces have broad discretion to change their policies, terms of service, technical requirements, and fee structures. They may modify commission rates, impose additional service or payment processing fees, restrict pricing flexibility, mandate the use of proprietary billing systems, or limit our ability to communicate directly with consumers regarding alternative payment options. Any increase in fees or restrictions on payment methods could increase our operating costs and reduce margins.

In addition, these marketplace operators control the ranking, visibility, and discoverability of mobile applications within their storefronts. Changes to algorithms governing search results, featured placements, or consumer reviews may reduce consumer downloads and engagement. We may be required to increase marketing expenditures to maintain consumer acquisition levels.

We also rely on the continued technical performance and availability of these marketplaces. Past service interruptions, payment processing disruptions, or technical issues have affected digital storefronts. If such disruptions occur for a prolonged period, our ability to generate revenue may be adversely affected. Furthermore, changes to privacy frameworks, advertising identifiers, or consumer tracking policies implemented by marketplace operators could impair our ability to conduct targeted marketing campaigns efficiently.

Although alternative application distribution channels, including the Microsoft and Samsung app stores, exist, they currently represent a significantly smaller share of mobile device users in our markets. As a result, our business model is substantially dependent on continued access to the Apple App Store, Google Play Store, and Huawei AppGallery. Any deterioration in our relationship with these operators, any material policy change, or any prolonged unavailability of these platforms could materially adversely affect our business, financial condition, and results of operations.

If we are unable to efficiently grow, manage, and compete in our ride-hailing, delivery, and two-wheeled electric vehicle services, including as we expand into new services and geographic markets, our business, financial condition, and results of operations could be materially and adversely affected.

Our business model depends on our ability to successfully operate and scale a multi-service mobility platform that includes ride-hailing, delivery, and two-wheeled electric vehicles. Although certain major cities in Türkiye have adopted these services, new markets may not accept, or existing markets may not continue to accept, our offerings. Even where adoption occurs, we may not achieve sustainable unit economics, sufficient marketplace liquidity, or operational efficiency.

Our platform relies on maintaining a balanced marketplace among drivers, riders, consumers, and two-wheeled electric vehicle fleet. Our ride-hailing and delivery services depend on attracting, retaining, and incentivizing a sufficient number of qualified drivers to meet consumer demand in a cost-efficient manner. Increased competition, regulatory developments, labor market conditions, inflationary pressures, fuel prices, vehicle maintenance costs, insurance expenses, changes to commission structures, subscription package pricing, or incentive programs could adversely affect driver earnings and participation. If we fail to maintain adequate supply relative to demand, service reliability, wait times, delivery times, and consumer experience may suffer, which could harm our brand and financial performance.

Our delivery services introduce additional operational complexity and risks. Delivery requires effective dispatch, routing, order accuracy, package integrity, and compliance with applicable health, safety, and consumer protection requirements. Failure to ensure timely and accurate deliveries, prevent fraud, safeguard consumer property, or comply with consumer protection, e-commerce, tax, and distance sales regulations could result in refunds, chargebacks, penalties, litigation, regulatory scrutiny, or reputational harm. Delivery services may also expose us to product liability or other claims related to damaged goods or lost items.

Our two-wheeled electric vehicle operations are asset-intensive and subject to supply chain risks. We rely on a limited number of external suppliers for vehicles and key components and depend on a stable and cost-effective supply of parts that meet our specifications. Disruptions resulting from foreign exchange volatility, tariffs, geopolitical developments, force majeure events, supplier insolvency, or other factors beyond our control could impair our ability to procure vehicles or components on acceptable terms or at all. We have incurred, and may continue to incur, significant capital expenditures related to fleet procurement, warehousing, charging infrastructure, maintenance, depreciation, and operations. Substantial increases in asset prices or operating costs could reduce our margins. These risks have been heightened by the military conflict involving Iran that commenced in February 2026, which has disrupted shipping through the Strait of Hormuz, contributing to significant increases in global energy and commodity prices, and increasing geopolitical uncertainty in Türkiye, which shares a border with Iran. Prolonged conflict or further escalation could continue to increase our energy and procurement costs, disrupt our supply of vehicles or components, and subject our operations to broader macroeconomic instability. Our two-wheeled electric vehicles or their components may experience defects or quality issues. Failure to detect and remediate such issues could result in service interruptions, personal injury or product liability claims, regulatory investigations, litigation, and reputational damage.

As we expand into new service categories or geographic markets, including additional delivery verticals or financial services, we may encounter unfamiliar regulatory regimes and compliance obligations. We may become subject to new or evolving laws relating to transportation, delivery services, labor classification, taxation, consumer protection, data privacy, and e-commerce. Compliance costs may increase, and regulatory authorities may impose restrictions on pricing, commissions, data usage, or operational models, which could reduce our flexibility and profitability.

Public perception of safety, reliability, and service quality is critical across all of our offerings. Negative publicity relating to accidents, traffic incidents, courier misconduct, package loss, data privacy breaches, or other events, whether occurring on our platform or involving competitors, could materially harm our reputation and reduce demand.

The markets in which we operate are highly competitive and rapidly evolving. We compete and expect to compete with other ride-hailing platforms, shared two-wheeled electric vehicle operators, local courier and delivery networks, logistics providers, traditional transportation services, and emerging autonomous vehicle and autonomous delivery technologies. Many of our competitors may have greater financial, technical, marketing, or operational resources, stronger international brand recognition, larger consumer bases, or greater economies of scale. Competitors may adopt more aggressive pricing, commission, or incentive strategies or develop services that achieve greater market acceptance. Increased competition may require us to reduce prices, increase incentives, or invest more heavily in technology and marketing, which could adversely affect our margins and financial results.

If we are unable to efficiently manage the operational, regulatory, competitive, and capital-intensive aspects of our ride-hailing, delivery, and two-wheeled electric vehicle businesses, or if these services fail to achieve sufficient scale or profitability, our business, financial condition, and results of operations could be materially and adversely affected.

Adverse market developments affecting financial institutions could adversely affect our access to cash and cash equivalents.

We maintain the majority of our cash and cash equivalents in accounts with major U.S. and multinational financial institutions, and our deposits at certain of these institutions exceed insured limits. Market conditions can impact the viability of these institutions. In the event of a failure of any financial institution where we maintain our cash and cash equivalents, we cannot guarantee timely access to uninsured funds, or access to them at all. Any inability or delay in accessing these funds could adversely affect our business and financial position.

Our crypto asset treasury strategy exposes us to market volatility, regulatory uncertainty, and other risks that could adversely affect our financial condition and results of operations.

As part of our treasury strategy, we have announced our intention to allocate a portion of our assets to crypto assets. Crypto assets are highly volatile and subject to significant price fluctuations, which may be driven by market sentiment, macroeconomic factors, regulatory developments, technological changes, and other factors beyond our control. As a result, the value of any crypto assets we hold may decline significantly, and we may incur impairment charges or realized losses.

In addition, the regulatory framework governing crypto assets in Türkiye, the United States, and other jurisdictions is evolving and remains uncertain. Changes in laws, regulations, or government policies, or increased regulatory scrutiny, could restrict our ability to hold, use, or transact in crypto assets, or could impose additional compliance, reporting, or tax obligations.

Crypto assets may also present operational and security risks, including risks related to custody, loss or theft of private keys, cybersecurity incidents, and reliance on third-party service providers. Furthermore, crypto asset markets may experience reduced liquidity, market disruptions, or failures of exchanges or other market participants, which could impair our ability to liquidate positions at desired times or prices.

If our crypto asset treasury strategy is unsuccessful or if we experience significant losses, operational issues, or regulatory challenges related to crypto assets, our business, financial condition, and results of operations could be materially and adversely affected.

Our ride-hailing and delivery services may not be scaled successfully or as planned and may subject us to increased liability.

We launched our ride-hailing service in October 2022, offering car-hailing and motorcycle-hailing, and expanded it to include additional mobility offerings, including taxi-hailing-related services in February 2024. In October 2024, we introduced subscription packages within our platform that provide consumers with access to certain features and benefits across our service offerings. In October 2025, we also introduced delivery services on our platform. Our ability to generate meaningful revenue from subscription packages remains uncertain and may not develop as expected.

Unlike traditional commission-based models, our monetization strategy primarily relies on subscription packages. This model may reduce driver participation, particularly if they are unwilling to pay upfront fees without predictable trip volume. Any reduction in the number or quality of drivers on our platform could adversely affect service levels, rider and consumer experience, platform growth, and revenue generation.

Our ability to scale these services depends on numerous factors, many of which are outside our control, including our ability to attract and retain drivers and couriers, maintain competitive pricing, respond to competitive commission or incentive structures, ensure platform reliability and safety, and manage fraud and abuse. Increased competition, changes in market dynamics, or failure of our subscription model to gain acceptance could result in reduced market share and operating losses.

In addition, our ride-hailing and delivery services subject us to heightened regulatory scrutiny and potential liability. We may face claims, investigations, or enforcement actions relating to traffic accidents, personal injury, goods handling, worker classification, consumer protection, and data privacy. Adverse regulatory developments or unfavorable legal determinations could result in fines, penalties, litigation costs, operational restrictions, or reputational harm.

If we are unable to successfully scale our ride-hailing and delivery services or generate meaningful revenue from our subscription packages, or if associated risks materialize, our business, financial condition, and results of operations could be materially and adversely affected.

We may acquire other businesses, which could require significant management attention, disrupt our business, dilute shareholder value, and adversely affect our operating results.

As part of our business strategy, we may purchase the stock or assets of other entities. We continue to evaluate a wide array of potential strategic transactions, including the acquisition of businesses, new technologies, services, and other assets, and strategic investments that complement our business.

Acquisitions involve numerous risks which could harm our business and negatively affect our financial condition and results of operations. There is intense competition for suitable acquisition targets, which could increase acquisition costs and adversely affect our ability to consummate deals on favorable or acceptable terms. There is no assurance that the time and resources invested in pursuing a particular acquisition will result in a completed transaction, or that any completed transaction will ultimately be successful. Furthermore, if we complete acquisitions, we may not ultimately strengthen our competitive position or achieve our goals, and our ability to bring to market successful services and products could be limited. In addition, acquisitions we complete may not translate into successful business opportunities, and we may not realize the anticipated benefits or synergies of any such transaction. If we fail to successfully integrate our past or future acquisitions, or the technologies associated with such acquisitions, our revenue and operating results could be adversely affected. Each integration process requires significant time and resources, and we might not be able to manage the process successfully. We might not successfully evaluate or utilize the acquired technology or other assets or accurately forecast the financial impact of an acquisition transaction, including accounting charges. We may also encounter difficulties in retaining key employees or business partners of an acquired company. There may be transaction-related lawsuits or claims, or adverse market reactions to an acquisition. We may not determine the appropriate purchase price of acquired companies, which may lead to the potential impairment of intangible assets and goodwill acquired in the acquisitions. Additionally, we may have to pay cash, incur debt, or issue equity securities to pay for any such acquisition, each of which could affect our financial condition or the value of our capital stock, result in dilution to our shareholders, increase our fixed obligations, or require us to comply with covenants or other restrictions that would hinder our ability to manage our operations. Future acquisitions may also involve other risks, such as assuming unidentified liabilities for which we, as a successor, may be responsible. The direct costs of these acquisitions, as well as the resources required to evaluate, negotiate, integrate, and promote these acquisitions, may divert significant time and resources from the general operation of our business and require significant attention from management, all of which could disrupt the functioning of our business and adversely affect our operating results.

We may need additional capital, and we cannot be certain that additional financing will be available.

Historically, we have funded our operations and capital expenditures primarily through sales of our preferred stock, debt financing, and cash generated from our operations. To support our growing business, we must have sufficient capital to continue making significant investments in our services and products. Although we currently anticipate that our available funds and cash flow from operations will be sufficient to meet our cash needs for the foreseeable future, especially if we continue to successfully grow revenue from our subscription packages, we may require additional equity or debt financing, including the issuance of securities. If we raise additional funds through the issuance of equity, equity-linked, or debt securities, those securities may have rights, preferences or privileges senior to the rights of our Ordinary Shares, and our shareholders may experience dilution.

We evaluate financing opportunities periodically, and our ability to obtain financing will depend, among other factors, on our development efforts, business plans, operating performance, and the condition of the capital markets at the time we seek financing. Additionally, the continuing impact of global economic headwinds may affect our access to capital and make additional financing more difficult to obtain or available only on less favorable terms. We cannot assure you that additional financing will be available to us on favorable terms when required, or at all. If we are unable to obtain adequate financing, or financing on terms satisfactory to us when needed, our ability to support our business growth and respond to business challenges could be significantly limited, and our business, financial condition, and results of operations could be adversely affected.

We have previously experienced, and may continue to experience, delays in launching and ramping up the production of our products and features, or we may be unable to control our manufacturing costs or the quality of the supplies that we require.

We have previously experienced, and may in the future experience, launch and production delays for new products and features. In addition, we may introduce in the future new or unique manufacturing processes and design features for our existing and new products. There is no guarantee that we will be able to successfully and timely introduce and scale such processes or features.

In particular, our future business operations partly depend on increasing the production of our fleet of two-wheeled electric vehicles or obtaining certain supply components, such as IoT units, electric motors or batteries. In order to be successful, we will need to implement, maintain and ramp up efficient and cost-effective manufacturing capabilities, processes and supply chains and achieve the design tolerances, high quality and output rates we have planned for expanding the production capacity in Türkiye through collaborations with local business partners. Bottlenecks and other unexpected challenges such as those we experienced in the past may arise during production ramps, and we must address them promptly while continuing to improve manufacturing processes and reduce costs. If we are not successful in achieving these goals, we could face delays in establishing and/or sustaining our growth plans or be unable to meet our related cost and profitability targets.

Any delay or other complication in ramping up the production of our current products or the development, manufacture, launch, and production ramp of our future products, features, and services, or in doing so cost-effectively and with high quality, may harm our brand, business, prospects, financial condition, and results of operations.

Poor weather adversely affects the use of certain of our services, which causes seasonality in our business and could negatively impact our financial performance from period to period.

We offer ride-hailing, delivery, and two-wheeled electric vehicle operations in a variety of markets in Türkiye, some of which can have cold and long winters or significant periods of rain or other precipitation, which can negatively impact demand for our services. In particular, motorcycle-hailing, motorcycle-delivery, and two-wheeled electric vehicle services are especially vulnerable to adverse weather conditions due to their open-air nature, making them less viable during heavy rain, snow, or extreme temperatures. Similarly, poor weather can reduce overall mobility demand, discouraging consumers from using car-hailing and taxi-hailing services. As a result, poor weather conditions in a particular market can have a material effect on our results of operations in that market and can cause our results to vary significantly from quarter to quarter. Because all of our revenue is currently generated from markets in the Northern Hemisphere, poor weather conditions are more likely to negatively impact our overall business in the first and fourth quarters of the calendar year. However, from time to time we may re-evaluate the markets in which we operate and the performance of services, and may in the future discontinue or scale down operations in certain markets and/or at certain times as a result of such evaluations. Any entrance into markets with different weather patterns would introduce additional seasonality. Other seasonal trends may develop or existing seasonal trends may become more extreme, as a result of climate change or otherwise, which would contribute to fluctuations in our operating results. The seasonality of our business could also create cash flow management risks if we do not adequately anticipate and plan for periods of decreased activity, which could negatively impact our ability to execute on our strategy, which in turn could harm our business, financial condition, and results of operations.

Our operating results depend on our ability to obtain vehicles and related components that meet our quality specifications in sufficient quantities and on commercially reasonable terms, and on the stability of international supply chains, third-party partners, and related regulatory frameworks.

Our operating results depend on our ability to obtain vehicles and related components that meet our design, safety and quality specifications in sufficient quantities and on commercially reasonable terms. We contract with a limited number of external suppliers to manufacture vehicles based on our design inputs, and we expect to continue to rely on third parties for the production of our current and future vehicles and mobility-related products.

Because we obtain vehicles and certain components from single or limited sources, we are subject to significant supply, pricing, and concentration risks. Many vehicles and components, including those that are available from multiple sources, are or could become at times subject to delivery failures, industry-wide shortages, quality issues or significant pricing fluctuations. The prices and availability of our vehicles, components, and related products could fluctuate depending on factors beyond our control, including market and economic conditions, changes to import or export regulations, tariffs, duties, taxes, and demand dynamics.

Changes in business conditions, force majeure, any public health crises, governmental or regulatory changes, and other factors beyond our control have affected, and could continue to affect, our suppliers’ ability to deliver products on a timely basis. While we have entered into agreements for the supply of our vehicles and other components, there can be no assurance that we will be able to extend or renew these agreements on commercially reasonable terms, or at all, and that our suppliers will have sufficient capacity or financial resources to fulfill our orders. In addition, the vehicles and components we receive may not meet our quality specifications or may contain defects.

As we expand our product and service offerings, including the potential introduction of new vehicle types, technologies, or mobility solutions, our supply chain, manufacturing and regulatory risks may increase. The introduction of new or technologically advanced products may require additional suppliers, specialized components or new manufacturing processes, which could expose us to additional operational, regulatory or cost risks.

New or changing tariffs, duties and taxes applicable to the import or export of vehicles, equipment or parts could negatively affect our cost structure and logistics planning. Customs authorities may also challenge our import classifications or valuations, which could result in additional duties, penalties and interest.

Any sustained supply disruption, material cost increase, quality failure, regulatory action or inability to secure sufficient quantities of vehicles or components could materially adversely affect our business, financial condition and results of operations.

Our business is subject to significant insurance and liability risks, and increases in claims, changes in insurance market conditions or regulatory requirements, or insufficient coverage could materially adversely affect our business, financial condition and results of operations.

In the future, our ride-hailing operations may increasingly rely on insurance coverage maintained by drivers and, in certain cases, by our Company. We currently do not request or verify drivers’ insurance documentation during the registration process. However, as the number of our drivers grows, the ride-hailing market expands in Türkiye, and/or new laws or regulations applicable to our services are introduced, alongside an increase in incidents, third-party insurance companies may alter their policy coverages and premiums for ride-hailing drivers, including our drivers.

Drivers may seek that we facilitate, subsidize or directly provide insurance coverage, including installment payment arrangements, which could increase our operating expenses and working capital requirements. If third-party insurers deny coverage, delay payments or become insolvent, drivers may seek compensation from us directly, potentially resulting in litigation, reputational harm or driver attrition.

We rely on a limited number of third-party insurance providers for various policies, including, but not limited to, general liability, automobile liability, workers’ compensation, property, cyber liability, directors’ and officers’ liability, and an excess umbrella policy. These policies are intended to mitigate risks arising from our operations, including vehicle-related incidents and regulatory requirements. However, insurance may not be available on commercially reasonable terms in the future, coverage limits may be insufficient, deductibles may increase, or insurers may decline to renew policies. Premiums may rise in response to our claims history, sector-wide developments or regulatory changes.

Certain losses may be excluded from insurance coverage including, but not limited to, losses caused by intentional act, pollution, terrorism, war, civil unrest, contamination or similar events. For new or evolving services and products, we may be unable to obtain adequate insurance coverage or may elect not to do so due to cost considerations.

Due to the nature of our business, we may be subject to significant liability based on traffic accidents, injuries, or other incidents involving our vehicles, consumers or drivers. If one or more claims exceeds our coverage limits, or if coverage is unavailable, we would bear the excess costs. In addition, adverse judicial decisions or regulatory developments could establish precedents requiring us to assume greater responsibility for driver-related insurance or damages, increasing our exposure.

We also do not maintain insurance coverage for certain risks, including loss or damage to our two-wheeled electric vehicles due to theft or vandalism. Although historical vehicle losses have been less than 1% of revenues, any material increase in such losses could adversely affect our financial condition and results of operations.

If insurance becomes unavailable, prohibitively expensive or insufficient to cover our risks, or if the frequency or severity of claims exceeds our expectations and historic averages, our business, financial condition and results of operations could be materially adversely affected.

Illegal, improper, or inappropriate activity of drivers, riders, and consumers could expose us to liability, regulatory scrutiny, and reputational harm, any of which could adversely affect our business, financial condition, and results of operations.

Our success depends on driver, rider, and consumer activity and overall experience of trips. As such, illegal, improper, or otherwise inappropriate activities by drivers and consumers, including the activities of individuals who may have previously engaged with, but are not then receiving or providing services offered through our software platform, including using our vehicles, or individuals who are intentionally impersonating drivers, riders or consumers could adversely affect our brand, business, financial condition, and results of operations. Such conduct may include, among other things, assault, harassment, theft, violent assault, rape, kidnapping, or terrorist attacks before, during, or after a trip on our platform reckless driving or riding, traffic violations, improper parking of two-wheeled electric vehicles, consumer account sharing, unauthorized use of credit cards, debit cards, or bank accounts, fraud, identity theft, the transportation or delivery of illegal, restricted, or controlled substances or other prohibited items, and other misconduct. We may be subject to civil claims, criminal investigations, fines, penalties, or other enforcement actions in connection with such activities, even if we are not directly involved in or aware of the underlying conduct.

These types of behaviors could lead to accidents or injuries, negative publicity for us, and damage to our brand and reputation. Repeated inappropriate driver, rider, and consumer behavior or perceived systemic failures could significantly impact our relationship with municipalities and regulatory authorities. Municipalities and government authorities may impose additional requirements, limit the number of drivers or vehicles permitted to operate, restrict or suspend our services, or revoke licenses or permits necessary for our operations. Further, any negative publicity related to the foregoing, whether such incident occurred on our platform, on our competitors’ platforms, or on any ride-hailing, delivery or ride-hailing platform, could adversely affect our reputation and brand or public perception of the ride-hailing, delivery, and ride-hailing industries as a whole, which could negatively affect demand for platforms like ours, and potentially lead to increased regulatory or litigation exposure.

To protect against such risks, we have implemented various programs to anticipate, identify, and address risk of these activities, such as background checks of drivers, in-app driver and vehicle verification, live location sharing, GPS tracking of trips, panic button, implementing in-house security systems, IoT unit-equipped vehicles and effective use of Closed-Circuit Televisions (“CCTVs”) to reduce theft and vandalism, in-app messaging to outline local regulations to consumers, and credit card pre-authorization to confirm consumer identity and minimize payment fraud. These measures may not adequately address or prevent all illegal, improper, or otherwise inappropriate activity by these parties from occurring in connection with our services and products. Furthermore, if these measures are too restrictive and inadvertently prevent qualified drivers and consumers from using our services and products, or if we are unable to implement and communicate them fairly and transparently or are perceived to have failed to do so, the growth and retention of the number of drivers, riders, and consumers on our platform and their utilization of our platform could be negatively impacted.

Any of the foregoing risks could subject us to significant liability, increased insurance costs, regulatory restrictions, litigation expenses, or reputational damage, any of which could materially and adversely affect our business, financial condition, and results of operations.

Exposure to product liability claims arising from alleged defects, malfunctions or safety incidents involving our two-wheeled electric vehicles could adversely affect our business, financial condition, and results of operations.

We are subject to product liability exposure arising from our operations. Consumers or third parties may allege that our two-wheeled electric vehicles malfunctioned or were otherwise defective during the course of their trips. Product liability claims may arise from, among other allegations, defective design, defective manufacture, failure to warn of known risks, inadequate maintenance, component failures or improper use.

Our two-wheeled electric vehicles utilize lithium-ion battery cells, which, under certain circumstances, can rapidly release the energy they contain by venting smoke and flames in a manner that can cause burns and other injuries or ignite nearby materials, as well as other lithium-ion cells. Although we have rarely experienced such events and we implement safety protocols in connection with battery selection, vehicle design, inspection, maintenance and consumer education, we cannot guarantee that battery-related incidents or other vehicle malfunctions will not occur.

We have implemented operational and educational initiatives intended to promote consumer safety and responsible usage, including structured safety training programs and enhanced communication of safety guidance. However, these measures may not eliminate the risk of accidents, injuries or alleged product defects. In addition, evolving regulatory standards or heightened public scrutiny relating to two-wheeled electric vehicle safety could increase our exposure to claims or litigation.

We maintain general liability insurance covering bodily injury and property damage arising from two-wheeled electric vehicle-related incidents. However, insurance coverage may be insufficient to cover all potential claims, may be subject to exclusions or deductibles, and insurers may contest coverage. Product liability claims, whether or not meritorious, could result in significant defense costs, reputational harm, reduced consumer confidence, decreased vehicle usage and increased insurance premiums. Any of these outcomes could adversely affect our business, financial condition and results of operations.

Our growth and performance metrics and estimates, including the key metrics included in this Annual Report, are subject to inherent challenges in measurement, and real or perceived inaccuracies in those metrics may harm our reputation and negatively affect our business.

We regularly review and may adjust our processes for calculating our metrics used to evaluate our growth, measure our performance, and make strategic decisions. These metrics are calculated using internal company data and have not been evaluated by a third party. Our metrics may differ from estimates published by third parties or from similarly titled metrics of our competitors due to differences in methodology or the assumptions on which we rely, and we may make material adjustments to our processes for calculating our metrics in order to enhance accuracy, as better information becomes available or for other reasons, which may result in changes to our metrics. Similarly, we may at times present claims and metrics about the emissions, or other sustainability, benefits of our services and products. The methodologies for determining these benefits are complex and continuously evolving, and there is not currently a single accepted industry standard for these calculations. The estimates and forecasts we disclose relating to the size and expected growth of our addressable markets may prove to be inaccurate. Even if the markets in which we compete meet the size estimates and growth we have forecasted, our business could fail to grow at similar rates, if at all. If investors or analysts do not consider our metrics to be accurate representations of our business, or if we discover material inaccuracies in our metrics, then our business, financial condition, and results of operations could be adversely affected.

We rely on third-party service providers, including payment processors and operational partners, and if we cannot manage these relationships or related regulatory and operational risks, our business, financial condition, and results of operations could be adversely affected.

We rely on a limited number of third-party service providers that currently support, or may support in the future, critical aspects of our services. These include payment processors that facilitate transactions on our platform, as well as operational partners providing services such as battery swaps, repair and maintenance of our two-wheeled electric vehicles, driver onboarding, mapping and navigation solutions, and certain delivery-related logistics support.

If any of these third-party service providers, whether currently working with us or potentially engaged in the future, terminates its relationship with us, declines to renew its agreement with us on mutually agreeable terms, fails to perform as expected, or experiences service disruptions, outages, cybersecurity incidents, financial distress, or regulatory issues, our operations could be disrupted. We may not be able to secure suitable replacements on comparable terms or in a timely manner, and any transition to an alternative provider may also require significant time from our employees and necessitate the use of other limited resources. A prolonged disruption could impair our ability to provide reliable services to drivers, riders, and consumers, which could reduce demand for our platform and harm our reputation.

We rely on third-party payment processors to facilitate substantially all payments made by riders, drivers, and consumers on our platform. If we lose the ability to accept credit cards, debit cards, or other electronic payments, our platform could become less convenient and attractive. Payment processors are subject to operating rules set by payment networks and financial institutions, as well as evolving laws and regulations, including those relating to anti-money laundering, money transmission, privacy, data protection, and information security. New rules and regulations related to payment networks and systems have recently been implemented in Türkiye and, although adapted from EU regulations, the absence of established practice rules and court decisions related to these new rules and regulations in Türkiye creates significant legal uncertainty. If we or our service providers fail to comply with applicable rules and regulations, we may be subject to civil or criminal penalties, fines, higher transaction fees, loss of payment processing privileges, or other enforcement actions.

If we expand into new services or jurisdictions, introduce new payment methods or financial features, we may become subject to additional regulatory regimes. If we are deemed to be a money transmitter or financial service provider in any jurisdiction and are not in compliance with applicable requirements, we may be subject to regulatory scrutiny, fines, penalties, asset forfeiture, or mandated changes to our business practices.

In addition, we are required to pay interchange, processing, and other transaction fees imposed by payment processors, networks, and financial institutions. These fees may increase over time or be restructured in ways that adversely affect our margins. Payment networks may also adopt or reinterpret operating rules in a manner that limits our ability to offer certain services or imposes additional compliance burdens.

More broadly, our dependence on third-party operational partners, whether currently working with us or potentially engaged in the future, subjects us to risks beyond our direct control, including:

If we fail to establish and maintain satisfactory relationships with our current and potential third-party service providers, including payment processors and operational partners supporting our ride-hailing, micromobility, and delivery services, our ability to scale efficiently, maintain service reliability, and protect our brand could be impaired, and our business, financial condition, and results of operations could be adversely affected.

The markets in which we operate, including ride-hailing, delivery, and two-wheeled electric vehicles, are highly competitive, and competition represents an ongoing threat to the growth and success of our business.

The ride-hailing, delivery, and two-wheeled electric vehicle markets are intensely competitive, rapidly evolving, and characterized by low switching costs for riders, drivers, and consumers, as well as relatively low barriers to entry in certain segments. We compete with local and global ride-hailing, taxi-hailing, delivery, and mobility platforms, traditional taxi operators, vehicle ownership, public transportation, and other transportation and logistics alternatives. We may also face competition from new modalities and technologies, including autonomous vehicles and integrated mobility platforms.

Our current and potential competitors may have one or more significant advantages over us, either globally or in particular geographic markets, including:

In particular, well-capitalized competitors may pursue aggressive pricing strategies, offer significant driver incentives, consumer promotions and discounts, or make substantial marketing and technology investments in Türkiye. Such actions could reduce our market share, increase our consumer acquisition and retention costs, and negatively impact our revenue, margins, and profitability.

Given the minimal switching costs for platform consumers and service providers, competitors may attract riders, drivers, or consumers away from our platform. Increased competition may also result in consolidation transactions among competitors that provide them with scale, pricing advantages, or enhanced technological capabilities.

To remain competitive, we may lower subscription package prices, fares, service fees, or commission rates, or increase incentives and promotions. These actions may reduce our margins and may not result in sustained driver, rider or consumer growth or improved profitability. Additionally, regulatory developments affecting pricing models, commissions, or incentive structures could limit our flexibility to compete effectively.

If we are unable to compete successfully across ride-hailing, delivery, and two-wheeled electric vehicle, our revenue growth may slow, our margins may decline, and our business, financial condition, results of operations, and prospects could be materially adversely affected.

If our mobile applications, vehicles, or other services have defects, the reputation and brand of our services and products could suffer, which could negatively impact the use of our services and products and our operating results and financial condition.

We believe that establishing and maintaining our brand is critical to attracting engagement with our services and products. Increasing awareness of our brand and recognition of our services and products is particularly important in connection with increasing our consumer base. Our ability to promote our brand and increase recognition of our platform and services depends on our ability to provide high-quality services and products. If consumers do not perceive our services and products as safe and of otherwise high quality (including our mobile applications, vehicles, services and maintenance and repair practices) or if we introduce new services and products that are not favorably received by them, then we may not succeed in building brand recognition and brand loyalty in the marketplace. If our mobile applications or vehicles have physical or other defects, have usability issues, or are subject to acts of vandalism, we might face negative consumer reviews, significant litigation or regulatory challenges, including personal injury or products and services liability claims, decreased usage of our platform and services, and damage our brand.

There can be no assurance that we will be able to detect and fix all defects or vandalism in our services and products. In addition, globalizing and extending our brand and recognition of our services and products is costly and involves extensive management time to execute successfully, particularly as we expand our efforts to increase awareness of our brand, services, and products among a wider range of consumers. If we fail to increase and maintain brand awareness and consumer recognition of our services and products, our potential revenue could be limited, our costs could increase, and our business, financial condition, results of operations, and prospects could be materially adversely affected.

Any failure to offer high-quality consumer support may harm our relationships with consumers and could adversely affect our reputation, brand, business, financial condition, and results of operations.

Our ability to attract and retain drivers, riders, and consumers depends in part on the ease and reliability of our services and products, including our ability to provide high-quality support. Drivers, riders, and consumers on our platform depend on our support organization to resolve any issues relating to our services or products, such as retrieving a lost item left in a vehicle, reporting a safety incident, being overcharged for a trip, discovering a damaged vehicle or having difficulty locating a two wheeled electric vehicle. Our ability to provide effective and timely support largely depends on our ability to attract and retain service providers who are qualified to support consumers and sufficiently knowledgeable regarding our services and products. As we expand our geographic reach, we will face challenges related to providing quality support services at scale. Any failure to provide efficient consumer support, or a market perception that we do not maintain high-quality support, could adversely affect our reputation, brand, business, financial condition, and results of operations.

Our business is subject to interruptions, delays, or failures resulting from geopolitical instability, war, earthquakes, other natural catastrophic events, terrorism, public health crises, and other unexpected events.

Our services and operations, and the operations of our third-party service providers, are vulnerable to damage or disruption from earthquakes, severe weather events, fires, power outages, telecommunications failures, cyber or human errors, acts of war or terrorism, geopolitical instability, and other catastrophic events. Public health crises, including pandemics, as well as political or economic instability, may reduce demand for mobility services, disrupt supply chains, impact driver or consumer activity, or impair the broader economy.

A significant portion of Türkiye’s population and most of its economic resources are located in first-degree earthquake risk zones (i.e., the highest level of risk of damage from earthquakes), and a number of our properties and business operations in Türkiye are located in such zones. Türkiye has experienced a large number of earthquakes in recent years, some of which were severe and caused widespread destruction, loss of life, displacement, and disruption to economic activity and supply chains. Future earthquakes or other natural disasters could disrupt transportation networks, damage infrastructure, affect our workforce, and negatively impact economic activity in the regions where we operate. Such events could also disrupt our operations or those of our partners and service providers.

For example, the February 6, 2023 earthquakes in Türkiye disrupted economic activity in certain regions, and the COVID-19 pandemic led to temporary declines in demand for our services. More recently, the military conflict involving Iran that commenced in February 2026 has disrupted global shipping routes, including through the Strait of Hormuz, and has increased the risk of broader regional instability that could directly affect our operations in Türkiye. Similar events in the future, including acts of war, armed conflict, terrorism, civil unrest, or heightened geopolitical tensions, could adversely affect consumer demand, driver supply, fuel and energy availability, the continuity of our charging and fleet operations, consumer confidence and spending, or the availability and performance of critical technologies, including GPS and telecommunications infrastructure.

Any prolonged service disruption affecting our platform, third-party infrastructure, or critical systems, whether due to natural disasters, public health crises, war, terrorism, civil unrest, geopolitical instability, or related governmental or military responses, could result in reduced revenue, increased costs, reputational harm, regulatory scrutiny, operational limitations, interruptions to satellite-based or telecommunications systems, broader economic volatility, and losses that may not be fully covered by insurance.

The occurrence of any of these events could have a material adverse effect on our business, financial condition, and results of operations.

The loss of one or more of our key personnel, or our failure to attract and retain other highly qualified personnel in the future, could harm our business.

Our success and ability to grow our business depend on the talents and efforts of highly skilled individuals. We devote significant resources to identifying, recruiting, hiring, integrating, training, developing, motivating, and retaining such highly skilled personnel. We may not be successful in attracting and retaining qualified personnel to fulfill our current or future needs. Also, all of our employees, including our management team, work for us on an at-will basis, and there is no assurance that any such employee will remain with us. Our competitors may be successful in recruiting and hiring members of our management team or other key employees, and it may be difficult for us to find suitable replacements on a timely basis, on competitive terms, or at all. If we are unable to attract and retain the necessary personnel, particularly in critical areas of our business, we may not achieve our strategic goals.

We currently depend on the continued services and performance of our key personnel, including our executive team, business development team, product managers, engineers, and others. People with these skills are in high demand in Türkiye, where our headquarters are located and we will continue to face increased competition for talent. To attract and retain top talent, we have had to offer, and we believe we will need to continue to offer, competitive compensation and benefits packages. Job candidates and existing personnel often consider the value of the equity awards they receive in connection with their employment. If the perceived value of our equity awards declines or we are unable to provide competitive compensation packages, it may adversely affect our ability to attract and retain highly qualified personnel, and we may experience increased attrition. Certain employees may receive significant proceeds from sales of our equity in the public markets, which may reduce their motivation to continue to work for us. We may need to invest significant amounts of cash and equity to attract and retain new employees and expend significant time and resources to identify, recruit, train, and integrate such employees, and we may never realize returns on these investments. If we are unable to effectively manage our hiring needs or successfully integrate new hires, our efficiency, ability to meet forecasts and employee morale, productivity, and retention could suffer, which could adversely affect our business, financial condition, and results of operations.

The impact of economic conditions, including the resulting effect on discretionary consumer spending, may harm our business and operating results.

Our performance is subject to economic conditions and their impact on levels of discretionary consumer spending. Some of the factors that affect discretionary consumer spending include general economic conditions, unemployment, consumer debt, reductions in net worth, residential real estate and mortgage markets, taxation, energy prices, interest rates, consumer confidence, and other macroeconomic factors. Consumer preferences tend to shift to lower-cost alternatives during recessionary periods and other periods when disposable income is adversely affected. In such circumstances, consumers may not choose to use our services and products to get around, seeking alternative low-cost options. An economic downturn resulting in a prolonged recessionary period may have a further adverse effect on our revenue.

Our company culture has contributed to our success and if we cannot maintain this culture as we grow, our business could be harmed.

We believe that our company culture has been critical to our success. We may face a number of challenges that may affect our ability to sustain our corporate culture, including:

From time to time, we may engage in workforce reductions in order to better align our operations with our strategic priorities, manage our cost structure, or in connection with acquisitions. These actions may adversely affect our ability to attract and retain personnel and maintain our culture. If we are not able to maintain our culture, our business, financial condition, and results of operations could be adversely affected.

We are subject to risks associated with doing business in an emerging market.

We operate in Türkiye and derive substantially all of our revenue from activities in Türkiye. As a result, our business, results of operations, financial condition and prospects are significantly affected by the overall level of economic activity and political stability in Türkiye. Although Türkiye has undertaken political and economic reforms in recent years, it continues to be considered by international investors to be an emerging market. Emerging markets such as Türkiye are more likely than developed markets to be perceived negatively by investors because of external events, and financial turmoil in any emerging market (or global markets generally) could disrupt the business environment in Türkiye. Moreover, financial turmoil in one or more emerging market tends to adversely affect prices for securities in other emerging market countries as investors move their money to countries that are perceived to be more stable and economically developed. An increase in the perceived risks associated with investing in emerging economies could dampen capital flows to Türkiye and adversely affect the Turkish economy. For example, the military conflict involving Iran that commenced in February 2026 has contributed to increased volatility in Turkish financial markets and may heighten the perceived risks associated with investing in Türkiye and other emerging markets in the region. Political developments in Türkiye, including events that have contributed to significant volatility in the Turkish equity markets, may further increase the perceived risks of investing in Türkiye. Investors’ interest in Türkiye could be negatively affected by events in other emerging markets or the global economy in general, which could adversely affect the value of our business and could have a material adverse effect on our business, results of operations, and prospects.

Our business would be adversely affected if drivers were classified as employees, workers, or quasi-employees in the future.

The classification of drivers is not currently being challenged in Türkiye by legislators or by government agencies. However, our global peers face numerous legal proceedings, including putative class and collective class action lawsuits in different countries, claiming that drivers should be treated as company employees (or as workers or quasi-employees where those statuses exist), rather than as independent contractors. We believe drivers are independent contractors since they can choose the platform they work on regardless of any performance criteria and switch between platforms without any penalties. They can also choose the time and location to provide their services. However, we might not successfully uphold the classification of drivers in certain jurisdictions, which may also lead to arbitration demands against us that assert similar classification claims. Changes to laws and regulations governing the definition or classification of independent contractors could require the classification of drivers as employees (or workers or quasi-employees where those statuses exist).

Such reclassification of drivers could lead the group of drivers to become represented by labor unions. If the number of unionized drivers were to become significant, collective bargaining agreement terms may deviate significantly from our business model and we may be required to change it. In addition, a labor dispute involving drivers may harm our reputation, disrupt our operations, reduce our future net revenues, and increase the resolution costs of labor disputes.

Furthermore, due to the competition for attracting and onboarding drivers, which might be intense, we may not employ adequate drivers currently using our platform to meet the consumer demand. Even if we manage to retain drivers initially, drivers might change their platform easily, slowing down our long-term growth. Additionally, any such reclassification would require us to fundamentally change our business model, consequently having an adverse effect on our business, results of operations, financial position, and cash flows.

In addition to the risks of incurring significant additional expenses for compensating drivers, including expenses related to wages (including minimum wage, overtime, and meal and rest period requirements), employee benefits, social security contributions, taxes (direct and indirect), and potential penalties, the expenses tied to defending, settling, or resolving ongoing and future legal disputes (including arbitration demands) may be significant for our business which could adversely affect the value of our business and could have a material adverse effect on our business, results of operations, and prospects.

Climate change, sustainability initiatives, and evolving environmental regulations risks may adversely affect our operations, costs, and reputation.

Our operations may be subject to climate-related physical risks, including extreme weather events, natural disasters, heatwaves, flooding, and other severe climate conditions that could disrupt our ability to operate, damage infrastructure, reduce consumer and driver activity, or result in temporary shutdowns. Given the nature of the motorcycle-hailing, motorcycle-delivery, and two-wheeled electric vehicle businesses, which are conducted primarily outdoors and depend on road accessibility and favorable weather conditions, we may be particularly vulnerable to such disruptions.

In addition, increasing regulatory, investor, and public focus on climate change and sustainability may result in new or more stringent environmental laws, regulations, and standards. As Türkiye continues to promote domestically produced electric vehicles and lower-carbon transportation solutions, regulators may mandate or incentivize a transition from fossil-fuel-powered vehicles to electric vehicles for mobility and delivery services. Such measures could include emissions standards, vehicle restrictions, licensing conditions, carbon-related taxes, or additional fees imposed on drivers using internal combustion engine vehicles.

Any required or accelerated transition to electric vehicles could increase costs for drivers and fleet operators, which may reduce driver supply, slow platform growth, or lead drivers to seek financial support or incentives from us. If we are unable to facilitate or adapt to such a transition in a cost-effective manner, our operations, growth prospects, and competitive position could be adversely affected.

Furthermore, failure to meet evolving environmental expectations or sustainability standards, whether regulatory or market-driven, could result in reputational harm, reduced consumer demand, or diminished investor confidence. Any of the foregoing could have a material adverse effect on our business, results of operations, financial condition, and prospects.

We have announced our sustainability targets which may require substantial effort, resources, and management time to achieve. However, unforeseen circumstances, some beyond our control, could necessitate adjustments to our planned timelines for fulfilling these commitments. 

Our sustainability targets include achieving net-zero Scope 1 and 2 emissions and net-zero inbound logistics operations by 2030 (Scope 3). Achieving the targets may require significant investment of effort, resources, and management time. However, factors such as epidemics, changing regulations and policies, technological advancements (e.g., battery storage and charging stations), accessibility to electric vehicles (“EVs”) by drivers, and the convenience and costs of EV charging stations may present unforeseen challenges beyond our control.

Additionally, as we expand into new business sectors and geographies, such as ride-hailing, delivery services, and financial services, we may need to adjust our calculation methods or operational scopes included in these sustainability calculations.

Failure to comply with climate-related regulations, meet our announced sustainability targets within the agreed timeframe, or achieve them at all could negatively impact our reputation and have a material adverse effect on our business, results of operations, and prospects.

Our ability to continue as a going concern depends on our capacity to secure sufficient funding to finance our operations due to our history of recurring losses and anticipated expenditures.

Our audited financial statements for the fiscal years ended December 31, 2025, 2024 and 2023 were prepared assuming that we will continue as a going concern. The going concern basis of the presentation assumes that we will continue in operation for the foreseeable future, will be able to realize our assets, and satisfy our liabilities in the normal course of business. These audited financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or amounts and classification of liabilities that may result from our inability to continue as a going concern. Our ability to continue as a going concern is subject, in part, to our ability to continue raising additional capital through equity offerings or debt financings. However, we may not be able to secure additional financing in a timely manner or on favorable terms, if at all, and may not receive any milestone payments. If we cannot continue as a going concern, we may have to liquidate our assets and may receive less than the value at which those assets are carried on our financial statements, and it is likely that our shareholders may lose some or all of their investment in us. If we seek additional financing to fund our business activities in the future and there is substantial doubt about our ability to continue as a going concern, investors or other financing sources may be unwilling to provide additional funding on commercially reasonable terms or at all, which could materially and adversely affect our business, financial condition, and results of operations.

We have debts and may incur additional debts in the future. Our debt repayment obligations may limit our available resources and the terms of debt instruments may limit our flexibility in operating our business.

As of December 31, 2025, we had approximately $85.8 million total convertible notes outstanding. We may incur additional debts, secure existing or future debts, or refinance existing debts in the future.

We may need to incur additional debt to fund our growing operations, and the terms of such financing may not be favorable. To the extent that convertible notes are not converted into Ordinary Shares, a substantial portion of our cash flow, cash on hand, and capital raised may be used to pay the principal and interest on our indebtedness. These payments would reduce funds available for working capital, capital expenditures, and other corporate purposes, which may in turn limit our ability to implement our business strategy, pursue expansion plans, or respond to business opportunities as they arise. Conversely, to the extent that convertible notes are converted into Ordinary Shares, existing shareholders would experience dilution. See “—Convertible notes issued and outstanding, or that we may issue in the future, may have a material adverse effect on our financial results, result in dilution to our shareholders, and create downward pressure on the price of our Ordinary Shares” for more information.

Our debt obligations may also increase our vulnerability to downturns in our business, in the industries in which we operate, or in the broader economy, and may limit our flexibility in planning or reacting to changes. Our business might not generate sufficient cash flow from operations, and future financing may not be available in sufficient amounts or on favorable terms to enable us to make timely debt payments or fund our operations.

Future debt agreements could include covenants or other restrictions that limit our ability to take certain actions, such as incurring additional debt and encumbrances, carrying out corporate reorganizations, selling assets, paying dividends or making other acquisitions or divestitures. If we breach any such future covenants, we could be held in default, which could accelerate repayment obligations. A default could require immediate repayment of all or part of our debt, trigger cross-defaults under other debt agreements, allow lenders to foreclose on pledged assets, or prevent us from refinancing on favorable terms or at all, any of which could have a material adverse effect on our business, financial condition, and results of operations.

Any actual or perceived security or privacy breach could interrupt our operations and adversely affect our reputation, brand, business, financial condition, and results of operations. 

Our business involves the collection, storage, processing, and transmission of consumers’ personal data and other sensitive data. An increasing number of organizations, including large online and offline merchants and businesses, other Internet companies, financial institutions, and government institutions, have disclosed breaches of their information security systems and other information security incidents, some of which have involved sophisticated and highly targeted attacks. Because techniques used to obtain unauthorized access to or to sabotage information systems change frequently and may not be known until launched, we may be unable to anticipate or prevent these attacks. For example, in February 2022 an unknown actor claimed that they were able to access and obtain consumer data from our servers. After notifying Türkiye’s Personal Data Protection Authority (Kişisel Verileri Koruma Kurumu) (“TDPA”), we conducted an internal investigation into the matter and have not been able to verify the actor’s claim nor do we believe the actor obtained any consumer data. Unauthorized parties may in the future gain access to our systems or facilities through various means, including gaining unauthorized access into our systems or facilities or those of our service providers, partners or consumers on our platform, or attempting to fraudulently induce our employees, service providers, partners, consumers or others into disclosing consumer names, passwords, payment card information or other sensitive information, which may in turn be used to access our information technology systems, or attempting to fraudulently induce employees, partners or others into manipulating payment information, resulting in the fraudulent transfer of funds to criminal actors. In addition, consumers on our platform could have vulnerabilities on their own mobile devices that are entirely unrelated to our systems and platform but could mistakenly attribute their own vulnerabilities to us. Further, breaches experienced by other companies may also be leveraged against us. For example, credential stuffing attacks are becoming increasingly common and sophisticated actors can mask their attacks, making them increasingly difficult to identify and prevent. Certain efforts may be state-sponsored or supported by significant financial and technological resources, making them even more difficult to detect.

Although we use systems and processes that are designed to protect consumers’ data, prevent data loss and prevent other security breaches, these security measures cannot guarantee security. Our information technology and infrastructure may be vulnerable to cyberattacks or security breaches, and third parties may be able to access our consumers’ personal information and limited payment card data that are accessible through those systems. Employee error, malfeasance or other errors in the storage, use or transmission of personal information could result in an actual or perceived privacy or security breach or other security incident. Although we have policies restricting access to the personal information we store, we may be subject to accusations in the future of employees violating these policies.

Any actual or perceived breach of privacy or security could interrupt our operations, result in our platform being unavailable, result in loss or improper disclosure of data, result in fraudulent transfer of funds, harm our reputation and brand, damage our relationships with third-party partners, result in significant legal, regulatory, and financial exposure and lead to loss of consumer confidence in, or decreased use of, our platform, any of which could adversely affect our business, financial condition, and results of operations. Any breach of privacy or security impacting any entities with which we share or disclose data (including, for example, third-party technology providers) could have similar effects. Further, any cyberattacks, or security and privacy breaches directed at our competitors could reduce confidence in the industries in which we operate as a whole and, as a result, reduce confidence in us.

Additionally, defending against claims or litigation based on any security breach or incident, regardless of their merit, could be costly and divert management’s attention.

Our insurance coverage might not be adequate for data handling or data security liabilities actually incurred, and we cannot assure you that insurance will continue to be available to us on commercially reasonable terms, or at all, or that any insurer will not deny coverage as to any future claim. The successful assertion of one or more large claims against us that exceed available insurance coverage, or the occurrence of changes in our insurance policies, including premium increases or the imposition of large deductible or co-insurance requirements, could have an adverse effect on our reputation, brand, business, financial condition, and results of operations.

Convertible notes issued and outstanding, or that we may issue in the future, may have a material adverse effect on our financial results, result in dilution to our shareholders, and create downward pressure on the price of our Ordinary Shares.

As of December 31, 2025, the total amount of convertible notes outstanding, which includes additional investment amounts from current and new subscribers, accrued interest, and incentive shares reduced from the convertible note liabilities, was approximately $85.8 million. Of this amount, approximately $81.5 million was in-the-money at an exercise price of $1.65. In addition, we may issue additional convertible notes or other convertible securities in the future as part of our financing activities.

The sale of the convertible notes may affect our earnings per share figures, as accounting procedures may require that the number of Ordinary Shares into which the convertible notes are convertible be included in the calculation of earnings per share. If Ordinary Shares are issued to holders of the convertible notes upon conversion, there will be dilution to our stockholders’ equity, and the market price of our Ordinary Shares may decrease due to the additional selling pressure in the market. Any downward pressure on the price of Ordinary Shares caused by the sale, or potential sale, of shares issuable upon conversion of the convertible notes could also encourage short sales by third parties, creating additional selling pressure on our share price.

Risks Related to Our Intellectual Property and Technology

Our consumer growth and engagement on mobile devices depend upon effective operation with mobile operating systems, networks, and standards that we do not control. 

Our revenue is generated from the use of our mobile application, which we refer to as the “Marti App”. There is no guarantee that popular mobile devices or application stores will continue to feature our mobile application, or that mobile device users will continue to use our services and products rather than competing services and products. We are dependent on the interoperability of the Marti App with popular mobile operating systems, networks, and standards that we do not control, such as the Android and iOS operating systems. Any changes, bugs, or technical issues in such systems, or changes in our relationships with mobile operating system partners, handset manufacturers, or mobile carriers, or in their terms of service or policies that degrade our products’ and services’ functionality, availability, reduce or eliminate our ability to distribute our services and products, give preferential treatment to competitive services and products, or charge fees related to the distribution of our services and products, could adversely affect the usage of the Marti App on mobile devices and revenue. Additionally, in order to deliver a high-quality mobile application, it is important that our services and products work well with a range of mobile technologies, systems, networks, and standards that we do not control, and that we have good relationships with handset manufacturers and mobile carriers. We may not be successful in maintaining or developing relationships with key participants in the mobile ecosystem or in developing services and products that operate effectively with these technologies, systems, networks, or standards. In the event that it is more difficult for our consumers to access and use the Marti App on their mobile devices, or if our consumers choose not to access or use the Marti App on their mobile devices or use mobile products that do not offer access to the Marti App, our consumer growth and consumer engagement could be harmed. From time to time, we may also take actions regarding the distribution of our services and products or the operation of our business based on what we believe to be in our long-term best interests. Such actions may adversely affect our consumers and our relationships with the operators of mobile operating systems, handset manufacturers, mobile carriers, or other business partners, and there is no assurance that these actions will result in any benefits in the short or long term. In the event that our consumers are adversely affected by these actions or if our relationships with such third parties deteriorate, our consumer growth and engagement could be adversely affected and our business could be harmed.

Our business could be adversely impacted by changes in consumers’ Internet and mobile device accessibility and unfavorable changes, in or our failure to comply with, existing or future laws governing the Internet and mobile devices.

Our business depends on consumers’ access to our platform via a mobile device and the Internet. We may operate in jurisdictions that provide limited Internet connectivity, particularly as we expand into more remote areas in the markets in which we operate. Internet access and access to a mobile device are frequently provided by companies with significant market power that could take actions that degrade, disrupt, or increase the cost of consumers’ ability to access our platform. In addition, the Internet’s infrastructure that we and consumers of our software platform rely on in any particular geographic area may be unable to support the demands placed upon it. Any such failure in Internet or mobile device accessibility, even for a short period of time, could adversely affect our results of operations.

Moreover, we are subject to a number of laws and regulations specifically governing the internet and mobile devices that are constantly evolving, including the legal principles and regulations that govern the use of the internet. Existing and future laws and regulations, or changes thereto, may impede the growth and availability of the Internet and online products and services, require us to change our business practices, or raise compliance costs or other costs of doing business. These laws and regulations, which continue to evolve, cover taxation, privacy and data protection, pricing, copyrights, distribution, mobile and other communications, advertising practices, consumer protections, the provision of online payment services, unencumbered Internet access to our offering, and the characteristics and quality of online products and services, among other things. Any failure, or perceived failure, by us to comply with any of these laws or regulations could result in damage to our reputation and brand a loss of business and proceedings or actions against us by governmental entities or others, which could adversely impact our results of operations.

We may be subject to intellectual property rights claims and other litigation that are expensive to defend, or may be unable to adequately protect our intellectual property, either of which could materially adversely affect our business.

Companies in the technology industry, like ours, often own a significant number of copyrights, trademarks, patents, domain names, and trade secrets and frequently engage in litigation based on allegations of infringement, misappropriation or other violations of intellectual property or other rights. As we face increasing competition and gain greater visibility, the likelihood of intellectual property rights claims against us could increase. Defending such claims can be time-consuming and expensive, regardless of their merits, and may divert management’s attention and resources.

In addition, we use open source software in our website, mobile applications and backend applications, and expect to continue doing so in the future. From time to time, we may face claims from companies that incorporate open source software into their products, claiming ownership of, or demanding release of, the source code, the open source software and/or derivative works that were developed using such software, or otherwise seeking to enforce the terms of the applicable open source license, including by altering the terms on which we license our software to others.

We also rely, and expect to continue to rely, on a combination of contractual protections with our employees, consultants and other third parties, as well as trademark, copyright and trade secret laws, to protect our proprietary rights. However, these measures may not be sufficient to prevent unauthorized use or infringement. Third parties may challenge our intellectual property rights, our applications for registration may not be approved, or others may claim priority over our intellectual property. If we are found to have infringed or otherwise violated the intellectual property rights of third parties, we may be required to pay substantial damages, enter into licensing arrangements that may not be available on commercially reasonable terms or at all, or modify, suspend or discontinue certain technologies, services or operations.

If we are unable to adequately protect our intellectual property or defend against such claims, the value of our brand and other intangible assets may be diminished and competitors may be able to more effectively replicate our services or business model, which could adversely affect our business, financial condition and results of operations.

Significant disruptions to our technology systems and platform, third-party infrastructure, or satellite navigation systems could impair our services, harm our reputation, and adversely affect our business.

Our reputation and ability to attract and retain consumers and grow our business depends on our ability to operate our platform with high levels of reliability, scalability, security, and performance. Our services rely on complex information technology systems and mobile applications that support ride-hailing, delivery, and two-wheeled electric vehicle operations. Failures in our software, hardware, networks, or internal information technology systems could impair the availability, speed, or functionality of our mobile applications and platform services, which could harm our reputation and reduce consumer engagement.

Our platform also depends on third-party service providers, including cloud infrastructure providers that host our data and support our application programming interfaces. Any damage to or failure of our systems or those of our third-party providers’ hosting facilities, including hardware failures, service outages, or unsuccessful or delayed data transfers, could interrupt or degrade our services and lead our consumers and potential consumers to perceive our platform is unreliable.

Our services and products depend on GPS and other Global Navigation Satellite Systems (“GNSS”) to determine and display the locations of drivers, riders, consumers, and our two-wheeled electric vehicles and to support core platform functionality. These satellite systems and their ground infrastructure are complex electronic systems operated by the U.S. government and maintained by the U.S. Department of Defense. They may experience mechanical or electronic failures, degradation, sabotage, or disruption due to the hostile space environment. Some satellites currently in operation have exceeded their originally designed lifespan, and repairing or replacing damaged satellites may take significant time. In addition, system modernization updates or changes in U.S. government policy affecting GPS availability could impair the functionality or accessibility of these systems.

If access to GPS or other GNSS services were lost or degraded, we may be unable to accurately determine or display the locations of drivers, riders, consumers, and our two-wheeled electric vehicles. This could impair our ability to match riders or consumers with drivers, calculate trip distances and pricing, display nearby vehicles in our application, or enable our operations teams to locate and retrieve two-wheeled electric vehicles, which could reduce demand for our services and increase the risk of vehicle theft or loss.

Our systems and those of third-party service providers upon which we rely may also experience disruptions or degradation due to hardware or software defects, distributed denial-of-service and other cyberattacks, computer viruses, ransomware, malware, fraud, human error, or intentional acts such as break-ins, sabotage, theft, or vandalism, including by insiders. Interruptions may also arise from external events such as earthquakes, floods, fires, natural disasters, power outages, telecommunications failures, military or political conflicts, wars, or terrorist attacks. Some of our systems are not fully redundant, our disaster recovery plans may not address all scenarios, and our business interruption insurance may be insufficient to cover all resulting losses.

Disruptions affecting the availability, speed, or functionality of our services and products could result in lost revenue, reduced consumer activity, reputational harm, and the loss of consumers. In addition, if such disruptions cause harm or losses to consumers, we may choose to make voluntary payments to affected consumers or could face claims seeking monetary or contractual remedies. Addressing these disruptions and responding to related claims may be time-consuming, costly, and could require significant management attention.

Any disruption affecting our technology systems, third-party infrastructure, or satellite navigation systems, including system failures, cloud service outages, cyberattacks, natural disasters, geopolitical events, or the loss or degradation of GPS or other GNSS services, could impair our ability to deliver our services, reduce consumer demand, increase operational costs, and materially and adversely affect our business, financial condition, and results of operations.

Computer malware, viruses, hacking, phishing attacks, and spamming could harm our business and results of operations.

The prevalence of computer malware, viruses, hacking, and phishing attacks has increased in our industry and may occur on our systems or on the systems of our third-party service providers in the future. Though it is difficult to determine what, if any, harm may directly result from any specific interruption or attack, any failure to maintain performance, reliability, security, integrity, and availability of our services, products, and technical infrastructure could adversely affect our reputation and our ability to retain existing consumers and attract new consumers. We have been targeted by phishing attempts in the past and may be further targeted in the future. In addition, we may experience other cybersecurity incidents, including unauthorized access, data breaches, distributed denial-of-service attacks, ransomware attacks, or other malicious activities, which could result in the loss, misuse, or disclosure of sensitive information, business interruptions, regulatory investigations, or potential legal liability.

Risks Related to Legal Matters and Regulations

Action by governmental authorities to restrict access to our services and products in their localities could substantially harm our business and financial results.

The ride-hailing, delivery, and two-wheeled electric vehicle industries are relatively nascent, rapidly evolving, and subject to increasing regulatory scrutiny. Government authorities at the national and municipal levels have in the past, and may in the future, impose restrictions on, limit access to, or suspend our services and products in certain localities, either temporarily or permanently.

In particular, certain district municipalities in Istanbul, the city that accounts for a significant portion of our two-wheeled electric vehicle trips, have expressed and may continue to express concerns regarding two-wheeled electric vehicle usage in public areas and may request or require operators to reduce fleet sizes, relocate vehicles, or install designated parking infrastructure. Similar regulatory oversight can apply to ride-hailing and delivery operations, including requirements for permits, fleet limits, or operational restrictions in congested areas. Compliance with such requirements could result in additional capital expenditures and operational constraints. As of the date of this Annual Report, we have not received any formal written notices from district municipalities; however, we continue to monitor ongoing discussions and regulatory developments at the municipal level.

The Istanbul Metropolitan Municipality has adopted regulations that include designated parking zones, speed limitations in certain areas, and recurring consumer education requirements. In addition, the Ministry of Transportation and Infrastructure, together with the Ministry of Environment, Urbanization and Climate Change and the Ministry of Interior, has adopted regulations requiring shared e-scooter operators to implement software-based geofencing to restrict access to designated zones, transmit real-time location data to a centralized government platform, and comply with speed limitations enforced through automated controls. Non-compliance may result in administrative fines and potential suspension of operating permits. Similar measures could extend to other services and fleet types if regulators deem it necessary for safety or traffic management.

To continue operating in the cities in which we operate, we must comply with evolving laws and regulations, including permitting requirements, safety-related obligations, fleet caps, and parking zone rules. From time to time, we need to participate in competitive tender or licensing processes to obtain or renew operating permits. Failure to secure or renew such permits could result in suspension or termination of operations in affected markets.

Government authorities may also restrict or block access to our services if they determine that we are not in compliance with applicable laws, present public safety concerns, or for other policy reasons. If access to our services or products is restricted, in whole or in part, or if additional operational limitations are imposed, our ability to retain and grow our consumer base, expand into new markets, and increase engagement could be adversely affected. Any such restrictions, or our inability to compete effectively in markets where access is limited, could materially and adversely affect our business, financial condition, and results of operations.

Our business is subject to a wide range of laws and regulations, many of which are evolving, and failure to comply with such laws and regulations could adversely affect our business, financial condition, and results of operations.

We are subject to several laws in Türkiye, including the Highway Traffic Code, the Regulation on Electric Scooters, the Regulation on Highway Traffic, the Code on Protection of Competition, the Code on Environment, the Code on Personal Data Protection, the Code on Protection of Consumers, the Code on Intellectual Property Rights, the Code on Industrial Property Rights, and the Law on Municipal Revenues, and regulations and standards governing issues such as ridesharing, product liability, personal injury, text messaging, subscription services, intellectual property, consumer protection, taxation, privacy, data security, competition, terms of service, mobile application accessibility, and vehicle sharing are often complex, constantly evolving and subject to varying interpretations, in many cases due to their lack of specificity. As a result, their application in practice may change or develop over time through judicial decisions or as new guidance or interpretations are provided by regulatory and governing bodies. Regulatory changes at the national or local level could result in severe restrictions to ride-hailing, delivery, two-wheeled electric vehicle or shared mobility services and products, including outright bans of certain services or products, revocation of one or more of our operating licenses, reductions in the number of our vehicles allowed in certain cities and/or districts, and additional requirements to obtain and/or renew an operating license, any of which could have a material adverse effect on our business, results of operations, and financial condition.

The ride-hailing, delivery, and two-wheeled electric vehicle sharing industries and our business model are relatively nascent and rapidly evolving, particularly in the markets in which we operate. Under Türkiye’s current regulatory framework, we are subject to a multi-tiered license process that requires us to procure a national license from the Ministry of Transportation and Infrastructure and city-level licenses in each city in which we operate or propose to operate for our two-wheeled electric vehicle services. Additionally, we must pay a per-vehicle daily occupancy fee to each district in which we operate our two-wheeled electric vehicles. New laws and regulations and changes to existing laws and regulations continue to be adopted, implemented, and interpreted in response to the industry and related technologies, and we could be subject to intense and even conflicting regulatory pressure from national, regional, and local regulatory authorities. As we expand our business into new markets or introduce new services and products into existing or new markets, regulatory bodies or courts may claim that we or consumers on our platform are subject to additional requirements, that we are prohibited from conducting business in certain jurisdictions, or that consumers on our platform are prohibited from using the platform, either generally or with respect to certain services and products. Adverse changes in laws or regulations at all levels of government or bans on or material limitations to our services or products could adversely affect our business, financial condition, and results of operations.

Certain jurisdictions and governmental entities require us to obtain permits, pay fees or penalties, or comply with certain other requirements to provide ride-hailing, delivery, and/or two-wheeled electric vehicle sharing services and products. These jurisdictions and governmental entities may reject our applications for permits or deny renewals, delay our ability to operate, increase their fees or charge new types of fees, any of which could adversely affect our business, financial condition, and results of operations. Additionally, many of the permits that we have received are for set periods of time and require renewal every one to two years. If governmental authorities were to revoke any permit that we had previously been granted or deny the renewal of any of our permits, consumers of our certain services and associated revenues could decrease.

Regulatory bodies may enact new laws or promulgate new regulations that are adverse to our business, or they may view matters or interpret laws and regulations differently than they have in the past or in a manner adverse to our business. Such regulatory scrutiny or action may create different or conflicting obligations on us across different jurisdictions.

Our success, or perceived success, and increased visibility may also prompt some businesses that view our business model negatively to raise their concerns to local policymakers and regulators. These businesses and their trade association groups or other organizations may take actions and employ significant resources to shape the legal and regulatory regimes in jurisdictions where we may have, or seek to have, a market presence in an effort to change such legal and regulatory regimes in ways intended to adversely affect or impede our business and the ability of consumers to utilize our platform.

Any of the foregoing risks could harm our business, financial condition, and results of operations.

Government regulation of the internet and consumer privacy is evolving and negative changes could substantially harm our business and operating results.

We are subject to various business regulations and laws, including those specifically governing the internet and consumer privacy, including the processing and storage of personal information. Existing and future regulations and laws could impede the growth of the internet or other online services. These regulations and laws may involve taxation, tariffs, data protection, content, copyrights, distribution, electronic contracts and other communications, consumer protection and the characteristics and quality of services, any of which may substantially harm our business, financial condition, and results of operations.

As substantially all of our operations are located in Türkiye, we are particularly exposed to the evolving regulatory framework applicable to internet platforms and digital services in Türkiye. The legal framework governing areas such as e-commerce, online content, and digital platforms remains relatively new and continues to develop, and judicial and regulatory interpretations may be inconsistent or subject to change.

Any failure or perceived failure by us to comply with our posted privacy policies, our privacy-related obligations to consumers or other third parties, or any other legal obligations or regulatory requirements relating to privacy, data protection or information security may result in governmental investigations or enforcement actions, litigation, claims or public statements against us by consumer advocacy groups or others and could result in significant liability, cause our consumers to lose trust in us, and otherwise materially and adversely affect our reputation and business. Furthermore, the costs of compliance with, and other burdens imposed by, the laws, regulations, and policies that are applicable to the businesses of our consumers may limit the adoption and use of, and reduce the overall demand for, our platform. Additionally, if third parties we work with violate applicable laws, regulations, or agreements, such violations may put our consumers’ data at risk, could result in governmental investigations or enforcement actions, fines, litigation, claims, or public statements against us by consumer advocacy groups or others and could result in significant liability, cause our consumers to lose trust in us and otherwise materially and adversely affect our reputation and business. Further, public scrutiny of, or complaints about, technology companies or their data handling or data protection practices, even if unrelated to our business, industry or operations, may lead to increased scrutiny of technology companies, including us, and may cause government agencies to enact additional regulatory requirements, or to modify their enforcement or investigation activities, which may increase our costs and risks.

Additionally, certain actions of our consumers that are deemed to be a misuse of or unauthorized disclosure of another consumer’s personal data could negatively affect our reputation and brand and impose liability on us. The safeguards we have in place may not be sufficient to avoid liability on our part or avoid harm to our reputation and brand, especially if such misuse or unauthorized disclosure of personal data was high profile, which could adversely affect our ability to expand our consumer base, and our business and financial results.

Our business could be adversely affected if laws or regulations are adopted, interpreted, or implemented in a manner that is inconsistent with our current business practices and that require changes to these practices, the design of our features, websites, mobile applications, or our privacy policies. Furthermore, our business could be harmed by any significant change to applicable laws, regulations or industry practices or the requirements of platform providers regarding the use or disclosure of data our consumers choose to share with us, age verification, underage consumers or the manner in which the express or implied consent of consumers for such use and disclosure is obtained. Such changes may require us to modify our websites and mobile applications features and advertising practices, possibly in a material manner, and may limit our ability to use the data that our consumers share with us as well as our ability to monetize our products and services. In addition, any failure by us to comply with such regulations could result in our incurrence of material liabilities.

We collect, store, process and use personal information and other consumer data, which subjects us to government regulation and other legal obligations related to privacy, information security, and data protection, and our actual or perceived failure to comply with such obligations could harm our business.

We collect, store, process and use personal information and other consumer data. Such information may include, among other things, identifiers (such as name, date of birth and contact details), government-issued identification information (where required), driver-related information (such as driver’s license details), trip-related information (including pickup and drop-off locations, timestamps and ride history), device and usage data (such as device type, device ID and usage patterns), transaction records, and location data. We may also process limited payment-related information through third-party payment service providers. Due to the volume and types of personal information and data we manage and the nature of our services, products, and applications, the security features of our platform and information systems are critical. If our security measures or applications are breached, disrupted or fail, unauthorized persons may be able to obtain access to consumer data. If we or our third-party service providers or business partners were to experience a breach, disruption or failure of systems compromising our consumers’ data or the media suggested that our security measures or those of our third-party service providers were insufficient, our brand and reputation could be adversely affected, use of our services and products could decrease, and we could be exposed to a risk of loss, litigation, and regulatory proceedings. Depending on the nature of the information compromised, in the event of a data breach, disruption or other unauthorized access to our consumer data, we may also have obligations to notify the relevant governmental bodies and consumers about the incident and we may need to provide some form of remedy for the individuals affected by the incident. A growing number of legislative and regulatory bodies have adopted consumer notification requirements in the event of unauthorized access to or acquisition of certain types of personal data. Such breach notification laws continue to evolve and may be inconsistent from one jurisdiction to another. Complying with these obligations could cause us to incur substantial costs and could increase negative publicity surrounding any incident that compromises consumer data. Our consumers may also accidentally disclose or lose control of their passwords, creating the perception that our systems or those of our third-party service providers are not secure against third-party access. Additionally, if third parties we work with, such as vendors, business partners, service providers, or developers, violate applicable laws, agreements, or our policies, or experience security breaches that affect our consumer information, such violations or breaches may also put our consumers’ information at risk and could in turn have an adverse effect on our business.

Our services and products have and could continue to subject us to additional laws and regulations, and any actual or perceived failure by us to comply with such laws and regulations or manage the increased costs associated with such laws or regulations could adversely affect our business, financial condition, or results of operations.

Laws and regulations are continuously evolving, and compliance is costly, often requiring changes to our business practices and significant management time and effort. It is not always clear how existing laws apply to our new business models. We strive to comply with all applicable laws, but the scope and interpretation of the laws that are or may be applicable to us is often uncertain and may conflict across jurisdictions. As we enter new businesses or introduce new lines of business, we may be subjected to ambiguous or broad laws and regulations, which could adversely affect our operational costs.

For example, On February 3, 2023, the Istanbul Otomobilciler Esnaf Odası, an association of taxi owners, filed a lawsuit against us before the Istanbul 14^th Commercial Court regarding our ride-hailing and e-moped services, claiming that these services create unfair competition. The plaintiff also requested that the court prevent third parties from accessing these services through our website or mobile application.

In response, the court issued an order on March 6, 2023, blocking access to the ride-hailing service. We appealed this decision, and the injunction was lifted on June 20, 2023.

On July 19, 2024, following expert reports and hearings, the court ruled in favor of the plaintiff regarding our ride-hailing service, but dismissed claims related to our motorcycle-hailing service. The court also issued an order blocking access to our ride-hailing application, but clarified that order did not affect our other activities. We filed objections to the ruling on October 1, 2024, except for the part related to motorcycle-hailing.

The 14^th Civil Chamber of the Istanbul Regional Court of Justice overturned the decision, stating that the expert reports were insufficient and that the court had failed to properly consider the defendant’s defenses. The case was sent back to the first instance court for retrial.

The case resumed before the Istanbul 14^th Commercial Court on November 27, 2024. Additionally, a lawsuit filed by the Antalya Chamber of Drivers was combined with the existing case, as both were related. At the second hearing of the retrial, held on March 21, 2025, the Istanbul 14^th Commercial Court appointed a new expert committee and requested a new report, which was subsequently submitted. In a subsequent hearing held on December 19, 2025, the court ordered the preparation of an additional expert report, as the existing report failed to address all the questions posed, and adjourned the proceedings until June 24, 2026.

We are regularly subject to claims, lawsuits, government investigations, and other proceedings that may adversely affect our business, financial condition, and results of operations.

We are regularly subject to claims, lawsuits, arbitration proceedings, government investigations, and other legal and regulatory proceedings in the ordinary course of business, including those involving personal injury, property damage, worker classification, labor and employment, commercial disputes, competition, consumer complaints, compliance with regulatory requirements, and other matters, and we may become subject to additional types of claims, lawsuits, government investigations, and legal or regulatory proceedings as our business grows and as we deploy new services and products, including proceedings related to our acquisitions, securities issuances, or business practices.

For example, we have previously been investigated, and may be investigated in the future, by the Turkish Competition Authority (the “TCA”) to determine whether we hold a dominant position in the markets we serve and, if so, whether we have abused such a dominant position. If the TCA finds that we have abused a dominant position, we may be subject to an administrative fine up to 10% of the annual net revenue we earned in the fiscal year preceding the TCA’s final decision, as well as fines related to the procedural aspects of the TCA’s investigation. Depending on the nature of these matters, we may be subject to monetary damage awards, fines, penalties, or injunctive orders. Furthermore, the outcome of such investigations could materially adversely affect our business, results of operations, and financial condition.

The results of any such claims, lawsuits, arbitration proceedings, government investigations, or other legal or regulatory proceedings cannot be predicted with certainty. Any claims against us, whether meritorious or not, could be time-consuming, result in costly litigation, be harmful to our reputation, require significant management attention, and divert significant resources. Determining reserves for our pending litigation is a complex, fact-intensive process requiring significant subjective judgment and speculation. It is possible that a resolution of one or more such proceedings could result in substantial damages, settlement costs, fines, and penalties. These proceedings could also result in harm to our reputation and brand, sanctions, consent decrees, injunctions, or other orders requiring a change in our business practices. Furthermore, under certain circumstances, we have contractual and other legal obligations to indemnify and to incur legal expenses on behalf of our business and commercial partners and current and former directors and officers.

A determination in, or settlement of, any legal proceeding, whether we are party to such legal proceeding or not, that involves our industry, could harm our business, financial condition, and results of operations. The costs associated with an adverse outcome in that litigation, or in defending, settling, or resolving those proceedings, may be material to our business.

We have faced, and are likely to continue to face, lawsuits from local governmental entities, municipalities, and private citizens related to the conduct of our business.

We have been, and may continue to be, subject to litigation and other actions brought by governmental entities, municipalities, and private citizens alleging a variety of causes of actions, among other things, failure to operate with proper local permits, public nuisance and trespass related to the placements of our two-wheeled electric vehicles on public property, interfering with others’ use and enjoyment of, and access to, public and private property, and personal injuries and property damages caused by drivers and consumers. Defending these matters has and could continue to significantly increase our operating expenses. In addition, if we are determined to have violated applicable laws or regulations, or we settle or compromise these disputes, we may be required to change our operations or services in certain markets or globally, to change material components of our business strategy, to cease operations in one or more markets, and/or to pay substantial damages or fines. In the event that we are required to take one or more such actions, our business, prospects, operating results, and financial condition could be materially adversely affected. In addition, any litigation or claims, valid or not, could result in substantial costs, negative publicity, and diversion of resources and management attention.

We are subject to various existing and future environmental health and safety laws and regulations that could result in increased compliance costs or additional operating costs and restrictions. Failure to comply with such laws and regulations may result in substantial fines or other limitations that could adversely impact our financial results or operations.

We and our operations, as well as our contractors, suppliers, and consumers are subject to various domestic and international environmental laws and regulations, including laws related to the generation, storage, transportation, and disposal of hazardous substances and waste as well as electronic waste and hardware, whether hazardous or not. We or others in our supply chain may be required to obtain permits and comply with procedures that impose various restrictions on operations that could have adverse effects on our operations. If key permits and approvals cannot be obtained on acceptable terms, or if other operational requirements cannot be met in a manner satisfactory for our operations or on a timeline that meets our commercial obligations, it may adversely impact our business.

Environmental and health and safety laws and regulations can be complex and may be subject to change, such as through new regulations enacted at the supranational, national, sub-national, and/or local level or new or modified regulations that may be implemented under existing law. The nature and extent of any changes in these laws, rules, regulations, and permits may be unpredictable and may have material effects on our business. Future legislation and regulations or changes in existing legislation and regulations, or interpretations thereof, including those relating to electronic waste, could cause additional expenditures, restrictions, and delays in connection with our operations as well as other future projects, the extent of which cannot be predicted.

Further, we rely on third parties to ensure compliance with certain environmental laws, including those related to the disposal of waste, such as electronic waste, to include end-of-life disposal or recycling. Any failure to properly handle or dispose of waste, regardless of whether such failure is ours or that of our contractors, may result in liability under environmental laws, including, but not limited to administrative fines and suspension of activity. The costs of liability with respect to contamination could have a material adverse effect on our business, financial condition, or results of operations. Additionally, we may not be able to secure contracts with third parties and contractors to continue their key supply chain and disposal services for our business, which may result in increased costs for compliance with environmental laws and regulations.

Separately, our Company and our operations are subject to an increasing number of laws and regulations regarding Environmental, Social and Governance (“ESG”) matters. We may also be subject to various supply chain requirements in the future regarding, among other things, conflict minerals and labor practices. We may be required to incur substantial costs to comply with these requirements, and the failure to comply may result in substantial fines or other penalties that may adversely impact our business, financial condition, or results of operations.

Because we are incorporated under the laws of the Cayman Islands, investors may face difficulties in protecting their interests, and their ability to assert rights through the U.S. federal courts may be limited.

We are an exempted company limited by shares incorporated under the laws of the Cayman Islands. As a result, it may be difficult for investors to effect service of process within the United States upon our directors or officers, or enforce judgments obtained in the United States courts against our directors or officers.

Our corporate affairs will be governed by our Amended and Restated Memorandum and Articles of Association (“Articles of Association”), the Companies Act (As Revised) of the Cayman Islands (“the Companies Act”) and the common law of the Cayman Islands. The rights of shareholders to take action against the directors, actions by minority shareholders and the fiduciary responsibilities of our directors to the Company under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from English common law, the decisions of whose courts are of persuasive authority, but are not binding on a court in the Cayman Islands. The rights of our shareholders and the fiduciary responsibilities of our directors under Cayman Islands law are different from what they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands has a different body of securities laws compared to the United States, and certain states, such as Delaware, may have more fully developed and judicially interpreted bodies of corporate law. In addition, Cayman Islands companies may not have standing to initiate a shareholders derivative action in a federal court of the United States.

We have been advised by Stuarts Humphries, our Cayman Islands legal counsel, that the courts of the Cayman Islands are unlikely (1) to recognize or enforce against us judgments of courts of the United States predicated upon the civil liability provisions of the federal securities laws of the United States or any state; and (2) in original actions brought in the Cayman Islands, to impose liabilities against us predicated upon the civil liability provisions of the federal securities laws of the United States or any state, so far as the liabilities imposed by those provisions are penal in nature. In those circumstances, although there is no statutory enforcement in the Cayman Islands of judgments obtained in the United States, the courts of the Cayman Islands will recognize and enforce a foreign money judgment of a foreign court of competent jurisdiction without retrial on the merits based on the principle that a judgment of a competent foreign court imposes upon the judgment debtor an obligation to pay the sum for which judgment has been given provided certain conditions are met. For a foreign judgment to be enforced in the Cayman Islands, such judgment must be final and conclusive and for a liquidated sum, and must not be in respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable on the grounds of fraud or obtained in a manner, or be of a kind the enforcement of which is, contrary to natural justice or the public policy of the Cayman Islands (awards of punitive or multiple damages may well be held to be contrary to public policy). A Cayman Islands Court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere.

As a result of all of the above, public shareholders may have more difficulty protecting their interests in the face of actions taken by our management, members of our board of directors (the “Board”) or controlling shareholders than they would as public shareholders of a United States company.

The Economic Substance Legislation of the Cayman Islands may impact us.

The Cayman Islands enacted the International Tax Co-operation (Economic Substance) Act (As Revised)(the “Cayman Economic Substance Act”), in January 2019. We are required to comply with the Cayman Economic Substance Act and related regulations and guidelines. As a Cayman Islands exempted company, our compliance obligations include filing annual notifications, in which must state whether we are carrying out any relevant activities and if so, whether we have satisfied the economic substance tests as required under the Cayman Economic Substance Act and the filing of an annual return with the Department of International Tax Co-Operation. We may need to allocate additional resources and make changes to our operations to comply with all requirements under the Cayman Economic Substance Act. Failure to satisfy these requirements may subject us to penalties under the Cayman Economic Substance Act.

The Financial Action Task Force’s and European Commission’s monitoring of the Cayman Islands could impact us.

In February 2021, the Cayman Islands was added to the Financial Action Task Force (“FATF”) list of jurisdictions whose anti-money laundering/counter-terrorist and proliferation financing practices are under increased monitoring, commonly referred to as the “FATF grey list”. When the FATF places a jurisdiction under increased monitoring, it means the country has committed to swiftly resolving the identified strategic deficiencies within agreed timeframes and is subject to increased monitoring during that timeframe. It is unclear what ramifications, if any, the designation will have for us.

In June 2023, the FATF confirmed that the Cayman Islands had satisfied all FATF recommended actions, recognizing that the jurisdiction has a robust and effective anti-money laundering/counter-terrorist financing regime. In October 2023, the Cayman Islands was removed from the FATF grey list after demonstrating that all remaining recommended actions were addressed, but we have no assurance that the Cayman Islands, just like any other jurisdiction, will not be added back to the FATF grey list in the future.

On March 13, 2022, the European Commission (“EC”) updated its list of ‘high-risk third countries’ (the “EU AML List”) identified as having strategic deficiencies in their anti-money laundering/counter-terrorist financing regimes. The EC noted it was committed to greater alignment with the FATF listing process and the addition of the Cayman Islands to the EU AML List was a direct result of the inclusion of the Cayman Islands on the FATF grey list in February 2021. Following the removal from the FATF grey list, in January 2024, the Cayman Islands was removed from the EU AML List, but we have no assurance that the Cayman Islands, just like any other jurisdiction, will not be added back to the EU AML List.

AI and Algorithmic Decision-Making in our operations may introduce additional risks in a complex regulatory environment and could adversely affect our business, financial condition, and results of operations.

AI integration into our platform creates risks related to algorithmic transparency, fairness, data integrity, and evolving regulations. AI-powered pricing and automated decision-making optimize efficiency but may also lead to biased outcomes, pricing concerns, and regulatory challenges.

Our AI models rely on large datasets, and flaws in data quality or training could result in discriminatory outcomes, unfair treatment, or unpredictable pricing. Perceived biases or exploitative pricing could harm our reputation or create legal challenges.

Furthermore, AI-related intellectual property disputes, cybersecurity risks, and liability for algorithmic decisions present additional challenges. Unclear ownership of AI-generated outputs and potential adversarial manipulation of our systems could lead to service disruptions, regulatory penalties, or financial losses. The rapid developments in AI may require us to make necessary investments and allocate resources minimize unintended or harmful impacts.

Our operations depend on international supply chains, third-party partners, and regulatory frameworks, and disruptions to these arrangements could adversely affect our business, financial condition, results of operations, and prospects.

Our platform includes ride-hailing, delivery, two-wheeled electric vehicle, and other services that we may introduce in the future. The operation and expansion of these services may depend on international suppliers, components, materials, technology, and third-party service providers located both within and outside of Türkiye. As a result, supply chain disruptions, foreign currency exchange rate fluctuations, and changes to international trade agreements, tariffs, import and excise duties, taxes, or other governmental rules and regulations could increase our procurement, logistics, and shipping costs and adversely affect our margins. The extent to which our margins could decrease in response to such developments is uncertain. In addition, if we expand our operations into new jurisdictions, we may be exposed to risks associated with operating in markets with unstable governments, corruption, changes in laws and regulations, trade restrictions, or other uncertainties, any of which could harm our business, financial condition, results of operations, and prospects.

 Risks Related to Türkiye

Our principal executive offices and other operations and facilities are located in Türkiye and, therefore, our prospects, business, financial condition, and results of operations may be adversely affected by political, economic, and inflationary risks in Türkiye.

Substantially all of our revenue is derived from our operations in Türkiye, and our principal executive offices and most of our personnel, infrastructure, suppliers, and operations are located in Türkiye. As a result, our business, financial condition, and results of operations are significantly influenced by economic, political, and regulatory developments in Türkiye.

Türkiye has experienced periods of economic and political volatility in recent years, including high inflation, fluctuations in currency exchange rates, and shifts in economic and monetary policy. Political developments, elections, changes in government policies, or declining investor confidence in Türkiye’s economic management could contribute to financial market volatility and economic uncertainty. For example, in March 2025, the arrest of a prominent opposition political figure triggered significant volatility in the Turkish equity markets and raised concerns among international investors regarding the rule of law and political stability in Türkiye. In addition, Türkiye’s relationships with other countries and international organizations may periodically experience tensions that could affect economic conditions, foreign investment flows, or trade relationships.

Geopolitical developments in the region may further increase uncertainty. The military conflict involving Iran that commenced in February 2026 has further heightened geopolitical risks given Türkiye’s shared border with Iran and its dependence on regional energy supplies and trade routes. Such developments have contributed to volatility in global energy and commodity prices, which may further exacerbate inflationary pressures in Türkiye.

Türkiye has also experienced significant inflation and macroeconomic volatility in recent years, including elevated inflation and depreciation of the Turkish lira against the U.S. dollar throughout 2025, which have increased the cost of imported goods and services, reduced consumer purchasing power, and may continue to increase our operating expenses, including labor, technology infrastructure, and other operational costs.

In response to inflationary conditions, the Central Bank of the Republic of Türkiye has implemented monetary tightening measures, including maintaining relatively high interest rates. While these measures are intended to reduce inflation over time, they may also slow economic growth, reduce consumer spending, and increase borrowing costs across the economy, including the cost of any future debt financing we may seek to obtain.

Any deterioration in Türkiye’s economic or political environment, continued inflationary pressures, or adverse geopolitical developments could reduce consumer demand for our services, increase our operating costs, and adversely affect our business, financial condition, and results of operations.

Foreign exchange rate fluctuations could adversely affect the Turkish macroeconomic environment, reduce investment activity, and significantly impact our results of operation and financial position in future periods, particularly if hedging tools are not available on commercially reasonable terms.

The Turkish Lira has experienced significant volatility and depreciation against major currencies, including the U.S. dollar, in recent years. Although the majority of our revenues and expenses are denominated in Turkish Lira, we maintain certain assets and liabilities denominated in foreign currencies.

Fluctuations in exchange rates may affect our financial results, the valuation of our assets and liabilities, and the translation of our financial statements into U.S. dollars. In addition, significant depreciation of the Turkish Lira may contribute to inflationary pressures and economic instability, reduce overall investment activity, and negatively affect consumer spending and demand for our services.

Because our operating subsidiary is incorporated in Türkiye and is subject to Turkish accounting rules, any dividends we may declare must be calculated and declared in Turkish Lira. Depreciation of the Turkish Lira against the U.S. dollar could result in fewer U.S. dollars being obtained upon conversion of Turkish Lira at the time dividend payments are made.

We do not currently undertake any currency hedging to manage our exposure in Türkiye to changes in foreign exchange rates. Consequently, any sudden and significant fluctuations in foreign exchange rates could have an adverse effect on our financial condition, revenue, and results of operations.

Geopolitical tensions and regional conflicts may adversely affect the Turkish economy and our business.

Türkiye is located in a region that has experienced ongoing geopolitical tensions and armed conflicts. Regional developments, including conflicts in the Middle East, the ongoing war between Russia and Ukraine, and other geopolitical disputes, have contributed to volatility in global energy markets, supply chains, and financial markets.

Recent developments in the Middle East, including the Israel–Gaza conflict and the recent escalation of tensions between Israel and Iran, including military actions, retaliatory measures, and heightened cyber and security risks, as well as the involvement of the United States, the European Union, and other regional or international actors, have significantly increased geopolitical uncertainty across the region and may continue to evolve rapidly. The conflict involving Iran has disrupted shipping through the Strait of Hormuz, contributing to sharp increases in global energy and commodity prices, and heightened instability along Türkiye’s border with Iran.

Any further escalation of these conflicts or expansion into a broader regional confrontation could negatively affect the Turkish economy through, among other factors, increased energy prices, inflationary pressures, financial market volatility, reduced tourism activity, disruptions to trade routes, and logistics networks, cyber-related disruptions, refugee inflows, or decreased foreign investment.

In addition, such geopolitical developments may negatively impact consumer confidence and discretionary spending, which could reduce demand for our services, and could also disrupt our operations, including through impacts on fuel availability and pricing, driver supply, and the reliability of critical infrastructure.

If geopolitical tensions escalate further or regional conflicts expand, our business, financial condition, and results of operations could be materially and adversely affected.

We are subject to certain anti-corruption laws, trade sanctions laws and regulations, and anti-money laundering laws and regulations, and we could face criminal liability and other serious consequences for violations, which could harm our business.

Our activities may be subject to applicable anti-corruption laws, including the U.S. Foreign Corrupt Practices Act of 1977 (the “FCPA”), as amended, anti-corruption laws in Türkiye, and other state and national anti-bribery and anti-money laundering laws that may apply to our business activities. Anti-corruption laws are interpreted broadly and generally prohibit companies and their employees from authorizing, promising, offering, or providing, directly or indirectly, corrupt payments of anything of value to private persons or public officials to obtain or retain business or an improper business advantage. Under the FCPA and other anti-corruption laws, we also can be held liable for the corrupt activities of our agents, intermediaries, and other partners, even if we do not explicitly authorize such activities. As part of our business, we or our third-party service providers may need to obtain permits, licenses, patent registrations, and other regulatory approvals outside the United States, and we may engage third party service providers to assist us with sales activities. As a U.S. issuer, we also are subject to the FCPA’s accounting provisions, which require us to make and keep complete and accurate books and records, and to maintain a system of adequate internal accounting controls. We also may be subject to certain economic and trade sanctions regulations (such as those administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”)) or applicable anti-money laundering and anti-terrorist financing laws and regulations. To the extent applicable, these laws and regulations generally prohibit transactions with certain countries or regions or certain persons or entities, and compliance with these laws could impact our business. Although we have policies and controls in place to promote compliance with these laws and regulations, we cannot assure you that these policies and controls will always prevent illegal or improper acts by employees, agents, third party service providers, or business partners. Violations of the laws and regulations described above may result in substantial civil and criminal fines and penalties, imprisonment for individuals involved, the loss of export or import privileges, debarment, tax reassessments, breach of contract and fraud litigation, reputational harm, investigation costs, and other consequences, any of which could have a material adverse effect on our business, financial condition, and results of operations.

Risks Related to Our Financial Results

We have incurred operating losses in the past and may not be able to achieve or maintain profitability in the future.

We have incurred net losses since our inception, and we may not be able to achieve or maintain profitability in the future as we continue to invest in to develop and launch new services, products, and software platform features, expand into existing and new markets, broaden marketing channels and operations, hire additional employees, and continue to invest in the acquisition and retention of drivers, riders, and consumers through subsidies and loyalty programs, including our Marti Shareholder Loyalty Program launched in March 2026. These efforts may be more costly than we expect and may not result in increased revenue or growth sufficient to offset these expenses.

Furthermore, our services and products require significant capital investments and recurring costs, including debt payments, maintenance, depreciation, and asset replacement. If we are unable to maintain sufficient utilization of such assets, or if our services or products are not successful, our investments may not generate sufficient returns. As a public company, we also expect share-based compensation to remain a significant expense in future periods.

Given our limited operating history and evolving business model, our revenue and operating results may fluctuate and may not be indicative of future performance. Our growth will depend on multiple factors, including demand for our services, competition, regulatory developments, and broader market conditions. If revenue does not grow sufficiently to offset expenses, or if expenses increase unexpectedly or we incur impairment or other charges, we may not achieve or maintain profitability, which could adversely affect our business, financial condition, and results of operations.

We are exposed to fluctuations in currency exchange rates.

We conduct a significant portion of our business in currencies other than the U.S. dollar but report our financial results in U.S. dollars. As a result, we face exposure to fluctuations in currency exchange rates. As exchange rates vary, revenue, cost of revenue, exclusive of depreciation and amortization, operating expenses, other income and expense, and assets and liabilities, when translated, may also vary materially and thus affect our overall financial results.

We are subject to complex and evolving tax and customs laws, and audits, investigations, or changes in tax laws, rates, or interpretations in multiple jurisdictions could materially increase our tax liabilities and adversely affect our results of operations.

We are subject to income, indirect, import, withholding, and other taxes in the United States, Türkiye, the Cayman Islands, and other jurisdictions in which we currently operate or may operate in the future. Tax laws, regulations, and administrative practices in these jurisdictions are complex and subject to change, potentially with retroactive effect. Our effective tax rate may fluctuate due to:

Tax laws in many jurisdictions are evolving rapidly. For example, in October 2021, the Organization for Economic Co-operation and Development (“OECD”) issued model rules for a new global minimum tax framework, commonly referred to as “Pillar Two,” which included the introduction of a 15% global minimum tax effective beginning January 1, 2024. To date, approximately 140 countries have tentatively signed a framework agreeing in principle to this initiative. On January 5, 2026, the OECD released a “side-by-side” package (the “SbS Package”) that generally establishes an exemption for U.S. multinationals from the 15% global minimum tax. However, the implementation of the SbS Package depends on domestic legislation and regulation in OECD member countries and is subject to subsequent review. Details around the proposals are still uncertain as the OECD and local jurisdictions continue to issue the technical guidance. Our effective tax rate and cash tax payments could increase in future years as a result of these changes.

The U.S. enacted the Inflation Reduction Act of 2022 (“IRA”) in August 2022, which, among other provisions, created a new corporate alternative minimum tax (“CAMT”) of at least 15% for certain large corporations that have at least an average of $1 billion in adjusted financial statement income over a consecutive three-year period, and became effective in tax years beginning after December 31, 2022. The IRA also includes a 1% excise tax on new corporate stock repurchases that became effective in 2023. We do not expect to meet the CAMT threshold in the near term nor expect the IRA to have a material impact on our financial statements. In addition, the One Big Beautiful Bill Act (“OBBBA”), enacted on July 4, 2025, significantly changed the U.S. tax landscape by implementing revisions to key business tax provisions, including through the expansion of rules related to deductibility of executive compensation, the reinstatement of bonus depreciation deductions for acquisitions of qualified property, the restoration of EBITDA-based business interest expense limitation and the implementation of changes relating to the computation of certain taxes in respect of non-U.S. activities. The long-term effects of the changes brought about by OBBBA on the results of operations and cash flows remain uncertain and could be material. In addition, it is possible that the U.S. Congress could advance other tax legislation proposals in the future that could have a material impact on our financial statements.

In Türkiye, corporate income tax rates, withholding tax rules, loss carryforward limitations, import tax classifications, and other tax provisions have changed in recent years and may change again, possibly with retroactive effect. Turkish tax authorities may initiate audits of our current or prior fiscal years as a result of third-party complaints, industry-wide investigations, internal risk assessments, or commercial relationships with companies under audit. If the Turkish Revenue Administration disagrees with our tax positions and we do not prevail, we could incur additional tax liabilities, including interest and penalties.

We have also been subject to investigations by the Turkish customs authorities relating to the importation and classification of scooters and e-bikes. In connection with these reviews, we voluntarily amended certain import tax product codes and incurred additional import tax charges and fines. Although certain amounts were paid, settled, restructured, or fell within the scope of applicable amnesty regulations, future audits or investigations could result in additional assessments, fines, interest, penalties, or the loss of certain tax advantages.

As we continue to evolve our services and revenue model, including monetizing our services through subscription packages or other fee structures, and as we introduce or integrate new technologies such as connected vehicle platforms, or potentially autonomous vehicle technologies in the future, we may become subject to new or increased tax and compliance obligations. These may include VAT, corporate income tax, withholding taxes, digital services taxes, platform-based levies, data-related taxes, transaction-based taxes, or sector-specific mobility or technology taxes. Tax authorities may challenge our characterization of revenues, the tax treatment of subscription package revenues or driver earnings, the allocation of income among jurisdictions, or the classification of technology-enabled services, which could result in additional liabilities.

We establish tax provisions based on our interpretation of applicable tax laws and our assessment of probable outcomes. However, the outcome of tax audits, investigations, and disputes is inherently uncertain. Changes in relevant tax laws and tax rates, treaties, regulations, administrative practices and principles, judicial decisions, and interpretations thereof, in each case possibly with retroactive effect, could materially increase our tax liabilities and adversely affect our after-tax profitability and financial results.

Risks Related to Being a Public Company

We qualify as an “emerging growth company” and a smaller reporting company, and the reduced disclosure requirements applicable to “emerging growth companies” and smaller reporting companies may make our securities less attractive to investors.

We qualify as an “emerging growth company,” as defined in Section 2(a)(19) of the Securities Act. For as long as we continue to be an emerging growth company, we may choose to take advantage of certain exemptions and relief from various reporting requirements that are applicable to other public companies, including, but not limited to: (i) not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act (“Section 404”); (ii) reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements; and (iii) exemptions from the requirements of holding nonbinding advisory votes on executive compensation and shareholder approval of any golden parachute payments not previously approved. We will remain an emerging growth company until the last day of the fiscal year ending after the fifth anniversary of the initial public offering, though it may cease to be an emerging growth company earlier if (1) we have more than $1.235 billion in annual gross revenue, (2) we qualify as a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, or (3) we issue, in any three-year period, more than $1.0 billion in non-convertible debt securities held by non-affiliates. We currently intend to take advantage of each of the reduced reporting requirements and exemptions described above when available. As a result, our securityholders may not have access to certain information they may deem important.

Further, the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. We have elected, and expect to continue to elect, not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our financial statements with another public company, which is neither an emerging growth company nor a company that has opted out of using the extended transition period, difficult because of the potential differences in accounting standards used.

Additionally, we qualify as a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K under the Securities Act. Smaller reporting companies may take advantage of certain reduced disclosure obligations when available, including, among other things, providing only two years of audited financial statements in their periodic reports (other than annual reports on Form 20-F). We will remain a smaller reporting company until the last day of the fiscal year in which we fail to meet the following criteria: (i) the market value of our Ordinary Shares held by non-affiliates does not exceed $250 million as of the end of that fiscal year’s second fiscal quarter; or (ii) our annual revenues do not exceed $100 million during such completed fiscal year and the market value of our Ordinary Shares held by non-affiliates does not exceed $700 million as of the end of that fiscal year’s second fiscal quarter. To the extent we take advantage of such reduced disclosure obligations, comparison of our financial statements with other public companies will be difficult or impossible.

It is difficult to predict whether investors will find our securities less attractive as a result of our taking advantage of these exemptions and relief granted to emerging growth companies and smaller reporting companies. If some investors find our securities less attractive as a result, the trading prices of our securities may be lower than they otherwise would be, there may be a less active trading market for our securities and the market price of our securities may be more volatile.

When we lose our “smaller reporting company” and “emerging growth company” status, we will no longer be able to take advantage of certain exemptions from reporting, and we will also be required to comply with the auditor attestation requirements of Section 404. We will incur additional expenses in connection with such compliance and our management will need to devote additional time and effort to implement and comply with such requirements.

The requirements of being a public company may strain our resources, divert our management’s attention and affect our ability to attract and retain qualified board members.

We are subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, the NYSE American listing requirements, and other applicable securities rules and regulations. As such, we have incurred additional legal, accounting, and other expenses following completion of the Business Combination. These expenses may increase to a greater extent if we no longer qualify as an “emerging growth company,” as defined in Section 2(a) of the Securities Act. The Exchange Act requires, among other things, that we file annual and current reports with respect to our business and operating results. The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures and internal control over financial reporting. We may need to hire more employees or engage outside consultants to comply with these requirements, which will increase our costs and expenses.

Changing laws, regulations, and standards relating to corporate governance and public disclosure are creating uncertainty for public companies, increasing legal and financial compliance costs and making some activities more time-consuming. These laws, regulations, and standards are subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices.

Our management team has limited experience managing a publicly traded company, interacting with securities analysts and public company investors and complying with the increasingly complex laws pertaining to public companies. The need to establish and maintain the corporate infrastructure required of a public company may divert the management’s attention from implementing our growth strategy. Furthermore, maintaining directors’ and officers’ liability insurance and other public-company governance requirements may continue to require significant time and expense, and the same or similar coverage may become more costly or more difficult to obtain in the future. These factors could also make it more difficult for us to attract and retain qualified members of the Board, particularly to serve on our audit committee and qualified executive officers.

As a public company, our disclosures and filings continue to make our business, financial condition and operations more visible to investors, competitors and other third parties. This increased visibility may expose us to threatened or actual litigation, regulatory inquiries, and other claims. If such claims are successful, our business and operating results could be adversely affected, and even if resolved in our favor, the time, expense and attention required to address them could cause an adverse effect on our business, financial condition, results of operations, prospects and reputation.

If we fail to remediate the identified material weaknesses and implement appropriate and effective internal control over financial reporting and disclosure controls and procedures, we may suffer harm to our reputation and investor confidence levels.

As a public company, we have significant requirements for enhanced financial reporting and internal controls over financial reporting in a manner that meets the standards required by Section 404.

The process of designing and implementing effective internal controls is a continuous effort that requires us to anticipate and react to changes in our business and the economic and regulatory environments and to expend significant resources to maintain a system of internal controls that is adequate to satisfy our reporting obligations as a public company. If we are unable to establish or maintain appropriate internal financial reporting controls and procedures, it could cause us to fail to meet our reporting obligations on a timely basis, result in material misstatements in our consolidated financial statements, and harm our operating results. In addition, we are required, pursuant to Section 404, to furnish a report by our management on, among other things, the effectiveness of our internal control over financial reporting in the annual report on Form 20-F. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements. This assessment must include disclosure of any material weaknesses identified by our management in our internal control over financial reporting. The rules governing the standards that must be met for our management to assess our internal control over financial reporting are complex and require significant documentation, testing, and possible remediation. Testing and maintaining internal controls may divert our management’s attention from other matters that are important to our business. If we are no longer an “emerging growth company” or a “smaller reporting company,” our auditors will be required to issue an attestation report on the effectiveness of our internal controls on an annual basis.

In connection with the implementation of the necessary procedures and practices related to internal control over financial reporting, we may identify deficiencies that we may not be able to remediate in time to meet the deadline imposed by the Sarbanes-Oxley Act for compliance with the requirements of Section 404. In addition, we may encounter problems or delays in completing the remediation of any deficiencies identified by our independent registered public accounting firm or management. Our testing, or the subsequent testing (if required) by our independent registered public accounting firm, may reveal deficiencies in our internal control over financial reporting that are deemed to be material weaknesses. A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the entity’s financial statements will not be prevented or detected on a timely basis. Any material weaknesses could result in a material misstatement of our annual or quarterly consolidated financial statements or disclosures that may not be prevented or detected. The existence of any material weakness would require management to devote significant time and incur significant expense to remediate any such material weakness, and our management may not be able to remediate any such material weakness in a timely manner.

If we fail to implement the requirements of Section 404 in the required timeframe once we are no longer an emerging growth company or a smaller reporting company, we may be subject to sanctions or investigations by regulatory authorities, including the SEC and the NYSE American. Furthermore, if we are unable to conclude that our internal controls over financial reporting are effective, we could lose investor confidence in the accuracy and completeness of our financial reports, the market price of our securities could decline, and we could be subject to sanctions or investigations by regulatory authorities. Failure to implement or maintain effective internal control over financial reporting and disclosure controls and procedures required of public companies could also restrict our future access to the capital markets.

In connection with the preparation of our financial statements for the year ended December 31, 2025, our management team determined that material weaknesses existed in our internal control over financial reporting due to (i) inadequate design and implementation of processes and controls, (ii) lack of sufficient accounting and financial reporting personnel with requisite knowledge and experience in the application of GAAP and (iii) insufficient risk assessment to identify all risks of material misstatements. We have concluded that these material weaknesses arose because, as a former private company, we did not have the necessary processes, systems, personnel, and related internal controls in place.

During the year ended December 31, 2025, we initiated and continued to implement the following remediation measures: (i) hiring key finance and technical GAAP accounting personnel, (ii) ongoing evaluation of the need for additional accounting and financial reporting resources, (iii) engaging third-party specialists, when necessary, to assist management in evaluating technical accounting matters and strengthening our internal control environment; and (iv) enhancing our risk assessment processes and control documentation to better identify and address risks of material misstatement.

Although we believe these actions will remediate the material weaknesses, there can be no assurance that the material weaknesses will be remediated on a timely basis or at all, or that additional material weaknesses will not be identified in the future. If we are unable to remediate the material weaknesses, our ability to record, process, and report financial information accurately, and to prepare financial statements within the time periods specified by the rules and forms of the SEC, could be adversely affected which, in turn, may adversely affect our reputation and business and the market price of our securities.

We qualify as a foreign private issuer within the meaning of the rules under the Exchange Act, and as such we are exempted from certain provisions applicable to U.S. domestic public companies.

Because we qualify as a foreign private issuer under the Exchange Act, we are exempted from certain provisions of the securities rules and regulations in the United States that are applicable to U.S. domestic issuers, including: (i) the rules under the Exchange Act requiring the filing of quarterly reports on Form 10-Q and current reports on Form 8-K with the SEC; (ii) the sections of the Exchange Act regulating the solicitation of proxies, consents, or authorizations in respect of a security registered under the Exchange Act; (iii) the sections of the Exchange Act requiring insiders to file public reports of their share ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and (iv) the selective disclosure rules by issuers of material nonpublic information under Regulation FD.

We are required to file an annual report on Form 20-F within four months of the end of each fiscal year. Press releases relating to financial results and material events will also be furnished to the SEC on Form 6-K. However, the information we are required to file with or furnish to the SEC will be less extensive and less timely compared to that required to be filed with the SEC by U.S. domestic issuers. Accordingly, if you hold Ordinary Shares, you may receive less or different information about us that you would receive about a U.S. domestic public company.

The determination of foreign private issuer status is made annually on the last business day of an issuer’s most recently completed second fiscal quarter and, accordingly, the next determination will be made with respect to us on June 30, 2026.

In the future, we could lose our status as a foreign private issuer under current SEC rules and regulations if more than 50% of our outstanding voting securities become directly or indirectly held of record by U.S. holders and any one of the following is true: (i) the majority of our directors or executive officers are U.S. citizens or residents; (ii) more than 50% of our assets are located in the United States; or (iii) our business is administered principally in the United States. If we lose our status as a foreign private issuer in the future, we will no longer be exempt from the rules described above and, among other things, will be required to file periodic reports and annual and quarterly financial statements as if we were a company incorporated in the United States. If this were to happen, we would likely incur substantial costs to fulfill these additional regulatory requirements, including costs related to the preparation of financial statements and members of our management would likely have to divert time and resources from other responsibilities to ensuring these additional regulatory requirements are fulfilled.

As an exempted company limited by shares incorporated in the Cayman Islands, we are permitted to adopt certain home country practices in relation to corporate governance matters that differ significantly from the NYSE American corporate governance listing standards applicable to domestic U.S. companies; these practices may afford less protection to shareholders than they would enjoy if we complied fully with the NYSE American corporate governance listing standards.

We are a foreign private issuer as such term is defined in Rule 405 under the Securities Act and an exempted company limited by shares incorporated in the Cayman Islands, and are listed on the NYSE American. The NYSE American market rules permit a foreign private issuer like us to follow the corporate governance practices of their home country. Certain corporate governance practices in the Cayman Islands, which is our home country, may differ significantly from the NYSE American corporate governance listing standards applicable to domestic U.S. companies.

We have the option to rely on available exemptions under the listing rules that allow us to follow our home country practice, including, among other things, the ability to opt out of the requirement to have: (i) a majority of the board of directors consist of independent directors; (ii) a compensation committee consisting entirely of independent directors; (iii) a nominating committee consisting entirely of independent directors; or (iv) regularly scheduled executive sessions with only independent directors each year.

We rely on some of the exemptions afforded to foreign private issuers and follow certain home country corporate governance practices. As a result, you may not be provided with the benefits of certain corporate governance requirements of the NYSE American applicable to U.S. domestic public companies.

An active, liquid trading market for our securities may not be sustained.

There can be no assurance that we will be able to maintain an active trading market for our Ordinary Shares on the NYSE American or any other exchange in the future. If an active market for our securities is not maintained, or if we fail to satisfy the continued listing standards of the NYSE American for any reason, including a low selling price of our Ordinary Shares, and our securities are delisted, it may be difficult for our securityholders to sell their securities without depressing the market price for the securities or at all. An inactive trading market may also impair our ability to raise capital by selling shares, attract and motivate employees through equity incentive awards and acquire other companies, products, or technologies by using shares as consideration.

If securities or industry analysts do not publish enough research or publish inaccurate or unfavorable research about our business, the price and trading volume of our securities could decline.

The trading market for our securities depends in part on the research and reports that securities or industry analysts publish about us or our business. We will not control these analysts, and the analysts who publish information about us may have relatively little experience with us or our industry, which could affect their ability to accurately forecast our results and could make it more likely that we fail to meet their estimates. If few securities or industry analysts cover us, the trading price for our securities would be negatively impacted. If one or more of the analysts who covers us downgrades our securities, publishes incorrect or unfavorable research about us, ceases coverage of us, or fails to publish reports on us regularly, demand for and visibility of our securities could decrease, which could cause the price or trading volumes of our securities to decline.

We may be subject to securities class action litigation, which could adversely affect our business and operating results.

Companies with publicly traded securities, particularly those that experience market price volatility, are sometimes subject to securities class actions or other shareholder claims. We may be the target of this type of litigation and claims in the future.

Legal proceedings can be time-consuming, costly, and disruptive to our operations. Even if claims are without merit, defending ourselves against them may require significant management attention and result in substantial legal fees, settlements, or judgments. Litigation outcomes are uncertain, and an adverse result could materially adversely affect our business, financial condition, results of operations, or cash flows.

Sales of a substantial number of our securities in the public market by shareholders could cause the price of our Ordinary Shares to fall.

Certain of our shareholders can sell, including upon the conversion of all convertible notes and including such notes pursuant to the Callaway Commitment Agreement (as defined herein), the Subscription Agreements to the 2028 Convertible Notes (as defined herein), Subscription Agreements to the April 2029 Convertible Notes, and Subscription Agreements to the October 2029 Convertible Notes. A decrease in the price of our Ordinary Shares could impair our ability to raise capital through the sale of additional equity securities. We are unable to predict the effect that such sales may have on the prevailing market price of our Ordinary Shares.

Certain shareholders and investors acquired or may acquire our securities at prices or conversion prices below the current market price of our Ordinary Shares may experience a positive investment return. Future investors in the Company may not experience a similar investment return.

Certain of our shareholders and investors acquired or may acquire our securities at prices or conversion prices below the current market price of our Ordinary Shares may experience a positive investment return. These investors may realize significant profits if they sell or convert and sell their securities. Investors who purchase our Ordinary Shares in the open market may not experience a similar rate of return on the securities they purchase due to differences in the purchase prices and the current trading price. In addition, certain affiliates of Galata Acquisition Sponsor, LLC (“Sponsor”) may remain incentivized to sell their securities even if our share price is below the trading price of Galata’s ordinary shares prior to the Business Combination due to their lower acquisition cost. Sales or the potential for sales by these holders could adversely affect the market price of our securities.

We cannot guarantee that our Board will not authorize share repurchases in the future or that such purchases will enhance long-term shareholder value.

In January 2024, our Board authorized a share repurchase program with a maximum purchase price of $6.00 per share. The share repurchase program expired on April 9, 2026, and no further repurchases may be made under the programs.

Our Board may authorize a new shareholder repurchase program in the future and we cannot guarantee that any potential repurchase program would enhance long-term shareholder value. If the market price of our Class A ordinary shares exceeds the maximum purchase price authorized by our Board under any such program, we may be unable to repurchase shares under such program, which could limit or eliminate any benefits of such program to our shareholders. Conversely, the market price of our Class A ordinary shares may decline below the prices at which we repurchase shares under any potential program, which could reduce or eliminate the expected benefits of such program. In addition, share repurchases could increase the volatility of the trading price of our Class A ordinary shares and reduce our available cash, which could limit our ability to fund working capital needs, capital expenditures, strategic investments, or other growth opportunities. 

ITEM 4. INFORMATION ON THE COMPANY

A. History and Development of the Company

Marti Technologies, Inc. (formerly known as Galata Acquisition Corp.) is an exempted company limited by shares, incorporated under the laws of the Cayman Islands on February 26, 2021.

On July 10, 2023, we consummated a business combination pursuant to the Business Combination Agreement, dated as of July 29, 2022, as amended on April 28, 2023, by and among us, Galata Merger Sub Inc., a Delaware corporation and direct, wholly owned subsidiary of the Company (“Merger Sub”) and Marti Delaware. The Business Combination Agreement provided that the parties thereto enter into the “Business Combination” pursuant to which, among other things, (i) Merger Sub merged with and into Marti Delaware (the “Merger”) with Marti Delaware surviving the Merger as a wholly owned subsidiary, and (ii) as a result of the Merger, as of the end of the day immediately preceding the closing, we became a U.S. corporation for U.S. federal income tax purposes by reason of Section 7874(b) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), in a transaction intended to qualify as a “reorganization” within the meaning of Section 368(a) of the Code, pursuant to U.S. Treasury Regulations issued pursuant to the Code.

Our registered office is Stuarts Corporate Services Ltd., P.O. Box 2510, Kensington House, 69 Dr Roy’s Drive, George Town, Grand Cayman KY1-1104, and our principal executive office is Buyukdere Cd. No:237, Maslak, 34485, Sariyer/Istanbul, Türkiye. Our phone number is + 0 (850) 308 34 19. Our website address is www.marti.tech. The information accessible on our website does not form a part of, and is not incorporated by reference in, this Annual Report. We have included our website address in this Annual Report solely for informational purposes. The SEC maintains a website at www.sec.gov where you may access reports and other information that we file with or furnish to the SEC. Our agent for service of process in the United States is Cogency Global Inc., 122 East 42^nd Street, 18^th Floor New York, NY 10168.

For a discussion of our principal capital expenditures and divestitures, refer to Item 4. “Information on the Company – Property, Plants and Equipment” and Item 5. “Operating and Financial Review and Prospects – Liquidity and Capital Resources” in this Annual Report.

B. Business Overview

Our Company

Marti is Türkiye’s leading urban mobility platform, addressing the country’s transportation needs through a technology-enabled, integrated mobility super app. Our platform is designed to provide convenient, reliable, and cost-effective solutions for urban transportation, supporting millions of consumers across Türkiye.

We deliver our services through three service offerings: ride-hailing, delivery, and two-wheeled electric vehicles services. Our ride-hailing service matches riders with car, motorcycle, and taxi drivers through an integrated platform. Our delivery service enables same-hour package delivery by leveraging our existing driver network and consumer base. Our two-wheeled electric vehicle offering provides shared access to a Company-owned and operated fleet of e-mopeds, e-bikes, and e-scooters, with each modality tailored to different trip distances, consumer preferences, and price points. We continuously evaluate and introduce new services to expand our platform capabilities and position Marti as a comprehensive solution for all urban mobility needs.

Marti is the leading urban mobility app in Türkiye across both iOS and Android, as measured by total downloads within the urban mobility, ride-hailing and sharing, taxi-hailing and sharing categories of both stores for intra-city transportation.

We launched our ride-hailing operations in October 2022 with car and motorcycle services, and expanded to include taxi-hailing in February 2024. Since launch, our ride-hailing services have scaled rapidly, facilitating millions of trips. As of December 31, 2025, our ride-hailing service operates in 20 cities across Türkiye, including Adana, Ankara, Antalya, Aydın, Bursa, Denizli, Eskişehir, Gaziantep, İstanbul, İzmir, Kayseri, Kocaeli, Konya, Manisa, Mersin, Muğla, Sakarya, Samsun, Tekirdağ, and Yalova.

As of December 31, 2025, our ride-hailing service has served approximately 3.38 million all-time unique ride-hailing riders and includes approximately 450 thousand all-time registered ride-hailing drivers, of which 316 thousand are located in Istanbul. This compares to approximately 20 thousand taxis serving the city, enabling us to offer significantly greater availability and coverage.

Complementing our ride-hailing service, Marti operates Türkiye’s largest fleet of two-wheeled electric vehicles, including e-scooters, e-bikes, and e-mopeds. These vehicles are available to consumers on a flexible, pay per-trip basis. As of December 31, 2025, our fleet consisted of more than 23 thousand vehicles across Istanbul, Izmir, and Antalya. Our proprietary software and IoT infrastructure support a seamless consumer experience while enabling efficient fleet deployment and management.

In October 2025, we launched our same-hour delivery service as a pilot in İstanbul, allowing consumers to send packages through the Marti app using motorcycle and car drivers.

As of December 31, 2025, Marti has facilitated more than 160 million all-time trips for over 7.3 million all-time unique platform consumers. We define an all-time unique platform consumer as a paying consumer who has completed at least one trip through our ride-hailing, delivery, or two-wheeled electric vehicle services on our platform.

We provide environmentally sustainable transportation services designed to reduce urban congestion and emissions. Our ride-hailing service encourages shared trips, while our rentable services are delivered exclusively through fully electric two-wheeled vehicles. In 2024, our operations helped to avoid approximately 462 tons of CO₂ emissions, equivalent to the CO₂ sequestration of approximately 21,000 mature trees.

We intend to expand our existing urban mobility services, introduce additional shared and/or electric transportation solutions, and leverage our scale and growing consumer base to offer adjacent, tech-enabled services beyond transportation.

We believe our strategy for sustainable growth positions us to become an integral component of urban transportation ecosystems, supporting more efficient, environmentally responsible mobility while enhancing the daily lives of our consumers.

Market Overview

We operate in Türkiye’s shared mobility market, a segment of the country’s $55-$65 billion consumer mobility market. Demand for mobility solutions in Türkiye remains strong, driven by factors such as limited public transportation options in certain areas, relatively low taxi penetration, persistent traffic congestion, and the high cost of private vehicle ownership. According to McKinsey & Company’s Turkish Consumer Mobility Market Assessment (2021), the size of the shared mobility market in Türkiye was estimated at $10-$15 billion in 2021, of which car rental and car sharing accounted for approximately $1-$3 billion, and taxis (both licensed and unlicensed) comprised the remaining $9-$12 billion.

Marti is currently the largest ride-hailing operator in Türkiye and the category creator for shared e-scooters, e-bikes, and e-mopeds –establishing the country’s two-wheeled electric vehicle segment within shared mobility. Prior to our launch, these forms of shared transportation were not available to Turkish consumers. Our strategy is to expand market share by competing not only with traditional shared mobility providers, but also by capturing demand from consumers of public transit and private vehicles who increasingly seek more convenient, accessible, and cost-effective services. We believe our platform’s reliability, operational efficiency, and strong brand recognition continue to drive consumer adoption and broaden participation in the shared mobility ecosystem.

The consumer mobility and shared mobility markets in Türkiye are projected to grow to at least $65 billion and $16 billion, respectively, by 2030, according to McKinsey & Company. As of December 31, 2025, our revenue represents less than 1% of the shared mobility market, underscoring what we believe is a significant opportunity for expansion. Supported by our scalable platform, growing ecosystem of drivers and consumers, and established market leadership, we believe we are well-positioned to accelerate growth and capture a meaningful additional share of Türkiye’s evolving urban transportation landscape.

Our Services

Marti offers tech-enabled urban transportation and delivery services to consumers across Türkiye through three service offerings in the country’s major metropolitan areas: ride-hailing, deliveries, and two-wheeled electric vehicles. Our ride-hailing service matches riders with car, motorcycle, and taxi drivers. Our delivery service leverages cars and motorcycles to provide fast, reliable, and on-demand delivery across the market we serve. Our two-wheeled electric vehicle service offers shared mobility through a Company-owned and operated fleet of e-mopeds, e-bikes, and e-scooters, with each transportation modality serving different distances, comfort levels, and price points. We are continuously exploring new service offerings to expand our consumer base and establish ourselves as the preferred solution for all mobility needs.

In October 2024, we introduced subscription packages within our platform that provide consumers with access to certain features and benefits across our services. These subscription packages offer consumers a bundle of advantages on the platform, including priority access to certain services, as well as free and discounted trips for ride-hailing and two-wheeled electric vehicle services and discounts on delivery orders.

Ride-Hailing

Our ride-hailing service offers car-hailing, motorcycle-hailing, and taxi-hailing options through our platform. The service connects riders with available drivers and provides real-time trip matching and route optimization designed to facilitate convenient urban transportation.

In January 2025, we launched a dynamic pricing model designed to improve service efficiency and enhance consumer and driver satisfaction in our ride-hailing service by enabling real-time fare adjustments based on supply and demand, improving marketplace efficiency and reducing consumer wait times.

Car-Hailing

Our car-hailing service was introduced in October 2022, marking the launch of our first four-wheeled transportation offering. Our car-hailing service matches riders with car drivers. Riders and drivers agree on the price of the trip.

Motorcycle-Hailing

Our motorcycle-hailing service was introduced in October 2022, which matches riders with motorcycle drivers. Riders and drivers agree on the price of the trip.

Taxi-Hailing

Our taxi-hailing service was introduced in February 2024, which matches riders with licensed taxi drivers.

Two-Wheeled Electric Vehicles

E-Scooters

We have operated eight different generations of e-scooters since launching our services in 2019, highlighting our continuous efforts to improve consumer experience, vehicle durability, and operational efficiency. Our e-scooter fleet consists of vehicles that were locally assembled using components procured from international suppliers.

Our current generation of e-scooters began deployment in November 2021 and has already achieved a useful life of more than 3 years. Based on our operational experience and continued engineering improvements, we expect the useful lives of our e-scooters to continue to increase over time.

Across our current modalities, e-scooters have the lowest trip duration, trip distance, and price level, making them particularly suitable for short, urban trips and first and last-mile transportation.

E-Bikes

We are currently operating our second generation of e-bikes, which was deployed in December 2021. Our e-bike fleet consists of vehicles that were locally assembled using components procured from international suppliers.

E-bikes usually serve a slightly longer trip duration and trip distance compared to e-scooters and have a higher price level. E-bikes are designed to provide consumers with increased comfort and stability while maintaining the flexibility and convenience associated with two-wheeled electric vehicle services.

E-Mopeds

We are currently operating our second-generation of e-mopeds, which was fully deployed in November 2023. These vehicles were designed with enhanced durability, improved safety features, and upgraded consumer experience. Our e-moped fleet consists of vehicles that were locally assembled using components procured from international suppliers.

E-mopeds are currently used for longer trips in terms of duration and distance compared to both e-scooters and e-bikes.

Deliveries

In October 2025, we launched our same-hour delivery service as a pilot in İstanbul, enabling consumers to send packages through the Marti app using motorcycle and car deliveries. Our delivery service leverages our existing network of registered car and motorcycle drivers and is designed to provide fast, reliable, and seamless delivery while utilizing the same technology and operational backbone of our platform.

Our Applications, Technology and Offerings

We believe we are redefining urban mobility in Türkiye through our integrated ride-hailing, delivery, and two-wheeled electric vehicle solutions, all powered by our proprietary technology platform. Developed in-house and supported by select third-party providers, our platform is designed with a scalable, modular, and secure architecture that enables seamless integration across our services and supports efficient expansion as we grow.

Our AI-driven matching algorithm efficiently connects consumers with available drivers, reducing wait times and optimizing trip availability. Dynamic surge pricing adjusts fares in real time based on traffic and demand, providing fair pricing. Similarly, our real-time rebalancing system optimizes two-wheeled electric vehicle fleet distribution by relocating underutilized vehicles to high-demand areas, increasing accessibility and maximizing usage.

Safety and security are core priorities of our platform. We employ real-time license plate verification and driver identity authentication, including “selfie” verification, to help ensure that only authorized drivers operate within our network. Consumers benefit from features such as live trip tracking, location sharing with trusted contacts, and in-app emergency assistance. In January 2025, we further strengthened our commitment to safety with the launch of our Safety Academy, an initiative focused on promoting responsible usage and enhancing awareness of safe mobility practices.

Our application delivers a unified and seamless consumer experience by integrating ride-hailing, delivery, and two-wheeled electric vehicle services within a single platform. Key features include real-time tracking of trips and deliveries, automated fare calculation, and a range of payment options, including credit and debit cards, as well as a closed-loop wallet system with peer-to-peer transfer functionality.

To maintain fleet health and reliability, we utilize predictive maintenance tools and damage-prediction algorithms to identify potential mechanical issues early, minimizing service disruptions. While self-diagnostics capabilities are currently focused on our two-wheeled electric vehicle fleet, our maintenance systems help ensure ride-hailing vehicles remain in top condition.

By harnessing real-time analytics and advanced technology, we aim to continuously optimize urban mobility to provide a fast, reliable, and user-friendly experience for consumers, riders, and drivers.

Competitive Strengths

We believe the following competitive advantages differentiate our business:

Attractive Market Demographics

Türkiye is the most populous country in Europe with a population of approximately 86 million as of December 31, 2025. Türkiye’s population grew at a rate of 0.4% CAGR between 2021 and 2025, with 72% of its population below the age of 50, as of December 31, 2025. We believe these demographic factors contribute to Türkiye’s high demand for ride-hailing, delivery, and mobility services, which, in turn, creates an attractive growth environment for our business.

Ride-hailing, delivery, and two-wheeled electric vehicle services thrive in densely populated urban areas. Türkiye has 24 cities with a population greater than one million people, which is more than twice as many cities with a population greater than one million people than any other country in Europe. Our ride-hailing service operates in Istanbul, the most populous city in Europe, as well as Ankara, Antalya, and İzmir, and was expanded to 16 additional cities in 2025, Adana, Aydın, Bursa, Denizli, Eskişehir, Gaziantep, Kayseri, Kocaeli, Konya, Manisa, Mersin, Muğla, Sakarya, Samsun, Tekirdağ, and Yalova. These cities represent a broad section of Türkiye’s major urban areas and expand the reach of our platform to a significantly larger population. These cities, with populations greater than European capitals such as Rome and Paris, present significant opportunities for growth as we continue to enhance urban mobility solutions across the country. Furthermore, our two-wheeled electric vehicle service operates in Istanbul, İzmir, and Antalya, providing sustainable and convenient transportation alternatives. In addition, we have initiated our delivery service as a pilot in Istanbul in October 2025.

Market Position

Number one urban mobility and ride-hailing app in Türkiye across iOS and Android, as measured by the total number of downloads among all apps in the urban mobility and ride/taxi-hailing/sharing category of both the iOS and Android stores which serve within city rather than between city transportation. As of December 31, 2025, we had 26% of the app downloads among the five largest ride-hailing and sharing, taxi-hailing and sharing, and two-wheeled electric vehicle operators in Türkiye according to Sensor Tower. The rest of the market is highly fragmented. As of December 31, 2025, we serve 20 cities with our ride-hailing service, 3 cities with our two-wheeled electric vehicle service, and exclusively in Istanbul with our pilot delivery service across Türkiye. These cities collectively represent approximately 80% of Türkiye’s Gross Domestic Product in 2023. In 2026, we expect to continue investing in organic growth in the cities in which we currently operate, launch our services in new cities, optimize dynamic pricing, and increase the take rate of our platform services.

In 2025, we expanded our ride-hailing operations while continuing to streamline our two-wheeled electric vehicle operations to prioritize cities and vehicle generations based on profitability. We will continue to focus on operational efficiency in our two-wheeled electric vehicle business in 2026 and will evaluate the opportunity to expand our fleet no earlier than the summer of 2027.

Strong Consumer Retention Reinforced by Scale Across Multiple Services and Modalities

In addition to the benefits of economies of scale on our operating costs, each of our ride-hailing, delivery, and two-wheeled electric vehicle services benefit from network economies that strengthen as our platform grows. As the number of consumers, riders, drivers, and vehicles on our platform increases, service availability, marketplace efficiency, and reliability improve across all of our services and modalities.

In our ride-hailing service, the increase in drivers and riders on the platform increases trip opportunities for drivers while improving pickup times and availability for riders. It also increases the likelihood that a rider can locate a nearby vehicle, which improves utilization and encourages repeat usage. In our delivery service, a growing base of drivers and consumers increases order density and geographic coverage, enabling faster and more reliable deliveries. In addition, many of the drivers who fulfill delivery requests also participate in our ride-hailing service. This shared driver supply across services improves driver utilization and marketplace efficiency across our platform while increasing earning opportunities for drivers. As these networks scale, each added consumer, rider, driver, and vehicle incrementally enhances the value of the platform for all participants.

70% of our e-bike, 85% of our e-moped, 35% of our car-hailing, and 82% of our motorcycle-hailing consumers used these services after previously being introduced to Marti by using another Marti service, over their lifetime on the platform. Our existing services serve as highly effective consumer acquisition channel for our new services. Furthermore, 57% of our e-bike, 73% of our e-moped, 15% of our car-hailing, and 72% of our motorcycle-hailing consumers subsequently used other Marti services after their first e-bike, e-moped, car-hailing, and motorcycle-hailing trips, respectively. We believe this behavior demonstrates strong consumer preference for integrated, multi-service platform.

Multi-service consumers also generate greater economic value for our platform. Trips per consumer are 4.4 times higher and revenue per consumer is 3.6 times higher for multi-service consumers compared to consumers who use only a single service. We believe these dynamics reinforce our strategy of investing in the balanced growth of our ride-hailing, delivery, and two-wheeled electric services within a unified platform.

Vertically Integrated Platform and Operations

We operate a technology platform that connects consumers, riders, drivers, and vehicles to facilitate mobility and delivery services across Türkiye. Our platform currently supports multiple service categories, including ride-hailing, delivery, and two-wheeled electric vehicles.

Unlike global operators that rely extensively on third-party providers for vehicle operations or fleet management, we perform several core operational functions in-house. These functions include platform development, fleet operations for our two-wheeled electric vehicles, and operational support for ride-hailing and delivery services.

Our technology platform consists of internally developed mobile applications used by consumers, riders, drivers, and operational teams. These applications support trip and order matching, routing, dispatching, pricing, fleet monitoring, and operational coordination. Maintaining these applications internally allows us to respond to operational requirements and regulatory developments in our markets and to deploy updates to consumers, riders, and drivers efficiently.

For our two-wheeled electric vehicle services, we conduct key operational activities through in-house teams, including battery charging, repair and maintenance, and fleet rebalancing. We operate charging infrastructure in each city where our two wheeled electric vehicles are deployed and utilize a swappable battery system. Under this system, operations teams replace depleted batteries in deployed vehicles with fully charged batteries from our charging stations, allowing vehicles to remain available for consumers with limited downtime. We also take an active role in two-wheeled electric vehicle design, parts procurement, and vehicle assembly. This approach allows us to adapt vehicle specifications to local operating conditions, including terrain, climate, and rider usage patterns.

Our delivery services leverage the same technology platform and driver network that supports our ride-hailing operations. Our platform enables real-time delivery order and driver matching. By utilizing shared technology infrastructure and operational resources across ride-hailing and delivery services, we seek to improve platform efficiency and service availability.

We believe that certain structural factors in Türkiye, including comparatively lower labor costs and a large urban population, support the economics of in-house operational models in mobility and fleet management.

Constructive Regulatory Framework Across Our Platform

Our experience introducing and scaling two-wheeled electric vehicles in Türkiye demonstrates our ability to operate within, and contribute to, evolving regulatory environments. As the largest two-wheeled electric vehicle operator in Türkiye, we played a significant role in the development of this category alongside other market participants.

Shortly after we began operations in 2019, e-scooters were first introduced to the Turkish transportation code in 2020 as a new legal mode of transport. Subsequently, a framework governing the rights and requirements of e-scooter operators was established in 2021. This framework has three important characteristics:

In contrast, e-bikes and e-mopeds were already recognized under existing transportation laws prior to our launch of these services, and therefore did not require new regulatory frameworks.

In this context, our experience pioneering the regulatory framework for e-scooters in Türkiye is a key competitive strength. We are leveraging our experience navigating and shaping a complex, multi-tiered regulatory environment, to support the development of thoughtful, locally appropriate frameworks for other modes of shared mobility including ride-hailing.

Platform Sustainability and Environmental, Social and Governance Initiatives

We integrate environmental, social, and governance considerations into our operational and strategic decision-making.

We released our 2024 Sustainability Report, reaffirming our commitment to strategy, “Move Forward. Together.”, which is centered around three key pillars: Smarter Mobility, Cleaner Cities, and Safer Trips.

In 2024, our efforts led to the avoidance of approximately 462 tons of CO₂ emissions, equivalent to the annual carbon absorption of approximately 21,000 mature trees. Further, our e-mopeds and e-bikes generate significantly lower lifecycle emissions, around 39% and 33% less, respectively, compared to the average trip in Türkiye. Our e-scooters emit approximately 18% less CO₂ than alternative modes of urban transportation in Türkiye. We also achieved a 98.7% recycling rate, processing 96.6 tons of materials, including mixed metals, rubber, paper/cardboard, batteries, plastics, electronics waste, mixed packaging, and iron. These accomplishments underscore our dedication to integrating sustainability into our operations and strategy, reflecting strong environmental, social, and governance fundamentals.

Our operational practices also focus on extending the useful life of fleet components. We repaired and reused approximately 95% of our damaged batteries, approximately 84% of our damaged IoT, and approximately 52% of our damaged motors, as of December 31, 2024, substantially reducing our environmental footprint. In line with our circular economy commitment, we achieved a 0% landfill rate in 2024, continuing our practice of reusing, repairing, and recycling all components of our two-wheeled electric vehicle fleet through specialized recycling partners.

From a social perspective, as of December 31, 2025, 32% of our workforce was in the 15 – 24 year age group which has the highest unemployment rate in Türkiye. We also serve all segments of the population, including lower income neighborhoods, rather than just affluent neighborhoods or tourist centers. For example, we serve cities with our ride-hailing service covering approximately 65% of the country’s population and with our two-wheeled electric vehicle service covering 27% of the country’s population, reaching a diverse set of consumers.

From a governance perspective, women served in 15% and men served in 85% of our management roles, as of December 31, 2025, which includes C-level and department heads. We also offer competitive compensation packages, including an employee share ownership plan, to promote employee satisfaction and performance.

Growth Strategies

We intend to build upon our market leadership by expanding and enhancing our integrated, multi-service mobility platform through the following strategies:

Scaling Platform Usage in Existing Cities

As of December 31, 2025, we operate across 20 cities in Türkiye, representing approximately 80% of national GDP, although not all of our services are available in every city. We intend to deepen our presence in these markets by increasing platform utilization across our integrated, multi-service offerings. We believe these cities present a significant opportunity to drive incremental growth through higher engagement, increased usage frequency, and greater cross-service adoption among riders, drivers and consumers.

We are focused on increasing marketplace density and liquidity by increasing the availability of drivers and two-wheeled electric vehicles, while continuing to enhance reliability and reduce wait times. Higher marketplace density improves matching efficiency and increases the likelihood that a consumer who opens our app will successfully complete a request, whether for mobility or delivery services. In parallel, we deploy targeted incentives, pricing strategies, and loyalty programs designed to stimulate demand, improve conversion rates, and encourage repeat usage across our platform. In March 2026, we launched the Marti Shareholder Loyalty Program, which offers long-term retail shareholders special discounts on Marti subscriptions, rentals, trips, and deliveries, aiming to reward these shareholders while reinforcing our commitment to sustainable growth, stakeholder alignment, and responsible value creation, as well as driving incremental platform engagement and repeat usage.

We also continue to optimize the mix and allocation of our service modalities within existing cities to better align with local demand patterns. By leveraging data-driven insights, we dynamically allocate driver and fleet resources toward higher-performing areas and use cases, which we believe enhances utilization and supports improved unit economics. At the same time, we are investing in product and technology enhancements to streamline the consumer experience, improve onboarding, and enable more efficient interactions across our services.

In 2026, we intend to continue investing in the growth of our operations while maintaining a strong focus on efficiency. We plan to evaluate opportunities for fleet expansion no earlier than the summer of 2027, subject to alignment with our long-term financial and strategic goals.

Launch of Operations in New Cities and Countries

Türkiye’s large and growing urban population, with an urbanization rate of 93% in 2025, which includes numerous underpenetrated cities where demand for mobility and delivery services is rising. Our operational and technological playbook has been built for scalability, enabling us to enter new markets efficiently. We continue to evaluate potential opportunities in Türkiye’s neighboring countries, where similar demand patterns and regulatory environments may support expansion.

Dynamic Pricing Capabilities

We are enhancing the efficiency of our platform through dynamic pricing capabilities that match supply with demand in real time. By leveraging demand-supply forecasting and real-time fare adjustments, we aim to balance driver availability, optimize match rates, and increase revenue per trip. These capabilities are also intended to improve the consumer experience by reducing wait times during peak periods and supporting driver earnings.

Increasing Our Take Rate

We are focused on increasing our take rate in a sustainable and consumer-friendly manner to strengthen platform-level economics. We have introduced subscription packages and continue to explore additional subscription alternatives tailored to different consumer segments and usage patterns. These monetization initiatives are designed to support long-term health of our ecosystem while enabling continued reinvestment into service improvement, consumer experience, and driver engagement.

Diversification of Service Offerings by Launching New Services

We continue to evaluate opportunities to introduce new services on our platform that leverage our technology infrastructure, driver network, and consumer base.

Potential new services may include additional mobility modalities, expanded delivery or financial services, and other complementary platform features designed to increase consumer engagement and driver utilization. New service introductions are typically piloted in selected markets before broader deployment and are subject to regulatory approvals, operational feasibility, and other considerations.

Enhancing Platform-Level Efficiency and Operational Excellence

We are committed to improving platform-level efficiency to support sustainable scaling, better unit economics, and long-term profitability. Key initiatives include:

These efforts are designed to strengthen our marketplace dynamics, lower per-trip costs over time, and enable reinvestment in growth initiatives. As with our other strategies, these operational improvements involve risks and uncertainties, including execution challenges, competitive pressures, and macroeconomic factors in Türkiye, as described elsewhere in this Annual Report.

Consumers

Our platform offers ride-hailing, delivery, and mobility services that together address a broad range of transportation and delivery needs. Consumers use our services for point-to-point daily commutes, on-demand travel, delivery of goods, late-night and safety-conscious travel, medical and emergency transport, standalone commute, first and last mile connections to public transport, and leisure trips. By providing multiple services on a single platform, we aim to create a seamless, convenient experience for all consumer segments.

We have a predominantly young consumer base. Out of our more than 7.3 million all-time platform consumers, as of December 31, 2025, approximately 59% are between 16 and 30 years of age, approximately 31% are between 31 and 45 years of age, approximately 9% are between 46 and 60 years of age, and less than 1% are older than 60. We also started actively collecting gender information during the second quarter of 2021. Based on available information, as of December 31, 2025, approximately 78% of our consumers are identified as male, 21% as female, and approximately 1% of consumers did not wish to specify gender information.

Brand, Marketing and Sales

The awareness, recognition, and positive perception of our brands are key contributors to our success. As a leading multi-service mobility platform in Türkiye, we have established strong brand recognition across ride-hailing and two-wheeled electric vehicle services, and we are leveraging this brand foundation as we expand into new offerings, including delivery services. We believe our brands have become synonymous with ride-hailing and two-wheeled electric vehicle services in Türkiye, rather than being seen as just individual brands within these markets.

Our platform and services are central to our marketing and consumer acquisition strategy. We focus on driving consumer engagement across our multi-service platform, with marketing efforts aimed at consumer activation, retention, and increasing adoption of newer services. Our campaigns are primarily data-driven and targeted, utilizing insights from our in-house analytics capabilities to optimize performance and efficiency.

We collaborate with third parties and establish strategic partnerships to expand our reach, support the growth of our service offerings, and provide additional value to our consumers.

Additionally, we actively use social media and digital channels to share and promote our values, services, updates and campaigns, news, consumer and public safety information, mass campaigns, and other content relevant to our consumers.

Competition

The shared mobility and delivery industries in Türkiye are relatively nascent and increasingly competitive, and we believe there is significant market demand in the country due to a lack of efficient public transportation options, limited taxi penetration, heavy traffic, dense populations, and high costs of private car ownership. We believe these structural characteristics support long-term demand for technology-enabled mobility and delivery solutions. We directly compete with companies that offer similar technology-enabled services across ride-hailing and delivery, including car-hailing, motorcycle-hailing, taxi-hailing, e-scooters, e-bikes, e-mopeds, and deliveries.

In these markets, we face competition from companies that may have longer operating histories in their respective service categories, greater brand recognition in specific offerings, or more substantial financial, technical, or marketing resources, as well as from potential future entrants. In addition, certain competitors operate multi-service platforms that span several of our service categories, which may intensify competition across our ecosystem. Competition may also vary by service type, and our delivery offering, which is at an earlier stage of development, may face competitors with more established positions in that category.

We believe that our ability to compete effectively is driven by the strength and scalability of our integrated multi-service platform, which brings together ride-hailing, delivery, and two-wheeled electric vehicle services within a single consumer interface. This platform approach enables us to benefit from shared network effects, optimize supply and demand across services, and drive higher utilization of our assets and driver base. Our vertically integrated model allows us to manage key elements of our operations, including fleet, pricing, consumer experience, and technology development, which we believe enhances service quality, operational efficiency, and unit economics over time.

In addition, we believe our growing and engaged consumer base, combined with increasing brand recognition in Türkiye, supports repeat usage across our services and facilitates cross-selling opportunities as we expand our services and offerings. Our ability to leverage data-driven insights, local market expertise, and continuous product innovation enables us to adapt to evolving consumer preferences and competitive dynamics. While we operate in highly competitive and rapidly evolving markets, we believe operational capabilities of our platform and focus on efficiency position us to compete effectively. For a discussion of additional competitive advantages that differentiate our business, see the section titled “Competitive Strengths.”

For a discussion of risks relating to competition, see the section titled “Risk Factors — Risks Related to Our Business and Industry —The markets in which we operate, including ride-hailing, delivery, and two-wheeled electric vehicle, are highly competitive, and competition represents an ongoing threat to the growth and success of our business.”

Intellectual Property

Our intellectual property rights are valuable to our business. We have confidentiality procedures to protect our intellectual property rights, including but not limited to, non-disclosure agreements, intellectual property assignment agreements, and employee non-disclosures. We have an ongoing trademark registration program pursuant to which we register our brand name and logos in Türkiye and will expand to other countries to the extent we determine appropriate.

As of December 31, 2025, we held 14 registered trademarks in Türkiye. In addition, we have registered domain names for websites that we use in our business, such as www.marti.tech and other variations. We also control our intellectual property through specific terms of use on our mobile application and website.

We intend to pursue additional intellectual property protection to the extent we believe it would be beneficial and cost-effective for our business. Despite our efforts to protect our intellectual property rights, they may not be respected in the future or may be invalidated, circumvented, or challenged. See “Risk Factors —Risks Related to Our Intellectual Property and Technology — We may be subject to intellectual property rights claims and other litigation that are expensive to defend, or may be unable to adequately protect our intellectual property, either of which could materially adversely affect our business.” and “Risk Factors —Risks Related to Legal Matters and Regulations—Our business is subject to a wide range of laws and regulations, many of which are evolving, and failure to comply with such laws and regulations could adversely affect our business, financial condition, and results of operations.”

Government Regulation

We are subject to various laws and regulations as a result of our business operations. Some of these laws and regulations govern the rules directly related to our business such as labor and employment, service payments, vehicle defects, personal injury, consumer protection, data protection, intellectual property, competition, insurance, environmental health and safety, taxation, advertising, promotional materials, and licensing.

E-scooters were first introduced to the Turkish legislation system by the Regulation on Electric Scooters published in Official Gazette numbered 31454, dated April 14, 2021 (the “Regulation”) as a new legal mode of transport. Following the Regulation, the Act on Highway Traffic Law numbered 2918 and Regulation on Highway Traffic was published in Official Gazette numbered 23053, which embodied the rules regarding e-scooters. Subsequently, a framework governing the rights and requirements of e-scooter operators was established in 2021. Under the Regulation, we are required to obtain permits for our e-scooters to enable tracking of the number of e-scooters deployed in a relevant municipal area. Such permits are issued by the Metropolitan Municipality Transportation Coordination Center (“UKOME”) in the metropolitan cities and by the Provincial Traffic Commissions in the other municipalities to the companies who operate e-scooters.

We are also subject to a number of laws and regulations specifically governing the Internet and mobile devices that are constantly evolving, including the laws and regulations concerning information technologies. For example, we are subject to Personal Data Protection Act numbered 6698 in respect of storing, sharing, use, transfer, disclosure, and protection of certain types of data due to the personal information and data we collect from our consumers. The Turkish Personal Data Protection Authority, which is a public legal entity, has been established to carry out duties conferred on it under the Act No. 6698 and follows the latest developments in the legislation and practices, including making evaluations and recommendations and conducting research and investigations regarding implementation and breaches of Act No. 6698. We are also subject to the Electronic Communication Act numbered 5809, which governs the Internet law specifically related to the electronic communication market. Information Technologies and Communication Authority regulates and monitors the market for compliance with the Electronic Communication Act No. 5809. The Information Technologies and Communication Authority also (i) has the authority to grant licenses to operate in the electronic communication sector (ii) supervises whether the operators procure the services in accordance with the Electronic Communication Act No. 5809, (iii) imposes fines and penalties for noncompliance with the Electronic Communication Act No. 5809 and (iv) makes/amends the regulations in respect of electronic communication market.

For a discussion of risks relating to regulation, see the section titled “Risk Factors — Risks Related to Legal Matters and Regulations — Action by governmental authorities to restrict access to our services and products in their localities could substantially harm our business and financial results.” and “— Our business is subject to a wide range of laws and regulations, many of which are evolving, and failure to comply with such laws and regulations could adversely affect our business, financial condition, and results of operations.”

Seasonality

We experience seasonality in differing levels across our services and geographic markets. Typically, the second and third quarters of our fiscal year experience increased usage due to favorable weather conditions in the markets that we operate. Unexpected weather events, including those driven by climate change or other factors, can have a material impact on our business.

Seasonality affects our services differently. Ride-hailing services exhibit varying degrees of seasonality depending on the type of vehicle used. While car-hailing and taxi-hailing services experience relatively stable demand throughout the year, motorcycle-hailing is more affected by cold and extreme weather conditions due to its open-air nature. Usage of motorcycle-hailing services tends to decline in winter months and during periods of heavy rain or adverse weather, whereas car-hailing and taxi-hailing remain more resilient, as consumers continue to require transportation regardless of external conditions.

Two-wheeled electric vehicle operations are more sensitive to seasonal and weather conditions, with higher demand during warmer months and lower demand during colder or extreme weather conditions.

Our delivery service, currently operating as a pilot using both car and motorcycle drivers, may also be affected by adverse weather, which can reduce driver availability, delay deliveries, and impact overall service levels.

As a fully integrated platform, we actively manage seasonal fluctuations through service diversification, geographic expansion, and operational adjustments, including vehicle rebalancing and resource allocation across services and regions, to maintain service continuity and optimize efficiency during periods of unfavorable weather.

Legal Proceedings

We are subject to various legal proceedings and claims that arise in the ordinary course of our business.

On February 3, 2023, the Istanbul Otomobilciler Esnaf Odası, an association of taxi owners, filed a lawsuit against us before the Istanbul 14^th Commercial Court regarding our ride-hailing and e-moped services, claiming that these services create unfair competition. The plaintiff also requested that the court prevent third parties from accessing these services through our website or mobile application.

In response, the court issued an order on March 6, 2023, blocking access to the ride-hailing service. We appealed this decision, and the injunction was lifted on June 20, 2023.

On July 19, 2024, following expert reports and hearings, the court ruled in favor of the plaintiff regarding our ride-hailing service, but dismissed claims related to our motorcycle-hailing service. The court also issued an order blocking access to our ride-hailing application, but clarified that order did not affect our other activities. We filed objections to the ruling on October 1, 2024, except for the part related to motorcycle-hailing.

The 14^th Civil Chamber of the Istanbul Regional Court of Justice overturned the decision, stating that the expert reports were insufficient and that the court had failed to properly consider the defendant’s defenses. The case was sent back to the first instance court for retrial.

The case resumed before the Istanbul 14^th Commercial Court on November 27, 2024. Additionally, a lawsuit filed by the Antalya Chamber of Drivers was combined with the existing case, as both were related. At the second hearing of the retrial, held on March 21, 2025, the Istanbul 14^th Commercial Court appointed a new expert committee and requested a new report, which was subsequently submitted. In a subsequent hearing held on December 19, 2025, the court ordered the preparation of an additional expert report, as the existing report failed to address all the questions posed, and adjourned the proceedings until June 24, 2026.

C. Organizational Structure

The following table sets forth all of our significant subsidiaries.

D. Property, Plants and Equipment

Our Facilities

We are headquartered in Istanbul, Türkiye, and conduct operations in 20 different cities across the country. Our operations are supported by seven warehouses and a principal office, which together have a total area of 14,818 square meters. We continue to invest in our current and potential locations as necessary to grow our ride-hailing, delivery, and two-wheeled electric vehicle services and believe that our properties, including the principal properties described above, are well-maintained, adequate, and suitable for their current requirements and for our operations in the foreseeable future.

ITEM 4A. UNRESOLVED STAFF COMMENTS

None.

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS

The following discussion and analysis provides information which our management believes is relevant to an assessment and understanding of our consolidated results of operations and financial condition. The discussion should be read together with our financial statements and the related notes that are included elsewhere in this Annual Report. This discussion may contain forward-looking statements based upon current expectations that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements, including those set forth under “Cautionary Note Regarding Forward-Looking Statements” as a result of various factors, including those set forth under “Risk Factors” or in other parts of this Annual Report.

For the impact of foreign currency fluctuations on our Company, please refer to “Item 11. Quantitative and Qualitative Disclosures about Market Risk-Foreign Currency Risk.”

A. Operating Results

Overview

Marti offers tech-enabled transportation services to consumers across Türkiye through three service offerings: ride-hailing, delivery, and two-wheeled electric vehicles. The availability of each service varies by city. Our ride-hailing service matches riders with car, motorcycle, and taxi drivers. Our delivery service enables fast, same-hour package deliveries through our driver network, with digital tracking available within the Marti super app. Our two-wheeled electric vehicle service offers shared mobility through a Company-owned and operated fleet of e-mopeds, e-bikes and e-scooters, with each transportation modality serving different distances, comfort levels, and price points.

The Company operates and reports as a single operating and reportable segment. Prior to December 31, 2024, the Company reported two separate operating segments: (i) Two-wheeled Electric Vehicle and (ii) Ride-hailing.

On October 1, 2024, the Company launched a unified subscription-based platform that provides consumers access to its ride-hailing and two-wheeled electric vehicle services through a single application with delivery services added in October 2025. As a result of this strategic integration and corresponding change in how the Chief Operating Decision Maker (“CODM”), Marti CEO Oğuz Alper Öktem evaluates the Company’s performance and allocates resources, the Company determined that its operations are more appropriately presented as a single operating and reportable segment. This updated reporting structure aligns with how the Company manages its business and strategic objectives.

The key measure of performance used by the CODM for our single reportable segment is loss before income tax expense.

See Note 3.4 to the Audited Consolidated Financial Statements of the Company for more information.

Key Factors Affecting Operating Results

We believe operating results and growth trajectory are influenced by a number of factors, including the scale and efficiency of our platform, supply and demand dynamics across our services, regulatory developments and government relations, competition, seasonality, and broader macroeconomic conditions. Some of these factors present significant opportunities for us, impact our growth trajectory, profitability, and operational performance, but also pose risks and challenges, including those discussed below and in the section of this Annual Report titled “Risk Factors”.

Network density and supply-demand balance

Our ability to efficiently match supply and demand across our platform, through driver availability in ride-hailing and delivery services and fleet availability in our two-wheeled electric vehicle services, is a key determinant of growth and profitability. Increasing network density, alongside effective management of supply-demand balance, enhances utilization rates, reduces wait times, and improves overall service reliability. Driver acquisition, retention, and engagement, as well as fleet expansion and utilization, directly impact consumer experience, service levels, and platform level revenue generation.

Consumer demand and adoption

Growth in active consumers and usage frequency across our services depends on consumer perception of affordability, reliability, and safety. Sustained adoption is driven by our ability to deliver consistent service quality and a seamless consumer experience across our platform. Changes in consumer preferences, service performance, or brand perception may impact demand levels and usage patterns.

Regulatory framework and government relations

Our operations are subject to evolving national and local regulations in Türkiye, particularly with respect to licensing and operational requirements for our two-wheeled electric vehicle services. Regulatory developments may affect our ability to expand into new markets, increase or decrease the number of fleet and licensed drivers, or maintain existing operations, and may also impact our cost structure. We engage with regulatory authorities at the national, city, and district levels to monitor regulatory developments, maintain compliance with applicable laws, and advocate for policies that support the urban mobility needs of our consumers.

Competition

We operate in a highly competitive and rapidly evolving industry. Competitive dynamics may impact pricing, incentives, and consumer and driver acquisition costs, which in turn affect our margins and growth. For more information, see “Item 4. Information on the Company—Business Overview—Competition.”

Seasonality of the business

Usage of our services is influenced by seasonal trends and weather conditions, with higher demand typically observed during the second and third quarters. Adverse weather conditions may reduce usage and impact revenue. See “Item 4B. Information on the Company—Business Overview—Seasonality” for more information on the seasonality of our business.

Macroeconomic and geopolitical factors

Our operating results are also sensitive to macroeconomic and geopolitical factors, including inflation, currency fluctuations, interest rates, labor market dynamics, and consumer spending patterns. In 2025, Türkiye continued to experience elevated inflation and significant depreciation of the Turkish lira against the U.S. dollar. These factors have affected, and may continue to affect, both consumer demand and driver supply, as well as our overall cost base. Additionally, economic or political instability in Türkiye or globally could result in lower discretionary travel, supply chain interruptions, or changes in investor sentiment. The military conflict involving Iran that commenced in February 2026 has contributed to sharp increases in global energy and commodity prices, disrupted shipping through the Strait of Hormuz, and heightened geopolitical uncertainty in Türkiye, which shares a border with Iran. Prolonged conflict or further escalation could exacerbate inflationary pressures, increase our operating costs, and reduce consumer spending on our services. We continue to monitor macroeconomic and geopolitical conditions and seek to adjust our business model to preserve financial resilience and operational continuity.

Components of Results of Operations

Revenue

Our platform revenue is generated from subscription packages that provide platform consumers with various benefits across our ride-hailing, delivery, and two-wheeled electric vehicle services. These subscription packages offer consumers a bundle of advantages on the Company’s platform, such as priority access to certain services, as well as free and discounted trips for ride-hailing and two-wheeled electric vehicle usage and discounts on delivery orders.

Our two-wheeled electric vehicles revenue is primarily generated from the fees paid by our consumers to rent our vehicles less promotions, discounts, and refunds.

We also generate two-wheeled electric vehicles revenue from reservations, where we charge a minute-based fee for reserving a vehicle until start of the trip, and subscription package offerings. For the years ended December 31, 2025, 2024, and 2023, reservation revenues constituted less than 1.0% of our total revenues.

Cost of Revenues

Cost of revenues primarily consists of depreciation and amortization expense, salaries of operational and logistics staff, rental vehicles’ maintenance and repair expense, operating lease expense, and data cost expense.

Gross Profit

Gross profit represents revenue less cost of revenues.

General and Administrative

General and administrative expenses represent costs incurred by us for executive and management overhead and administrative and back-office support functions. These costs primarily consist of salaries, benefits, travel, bonuses, and share-based compensation, consulting, communication, network and cloud, email, and IT services expenses, professional service providers, off-site storage and logistics, certain insurance coverage, and an allocation of office rent and utilities related to our general and administrative divisions. General and administrative costs are expensed as incurred.

Selling and Marketing

Selling and marketing expenses primarily consist of advertising expenses and services marketing costs. Selling and marketing costs are recognized as they are incurred.

Other Income (Expense), Net

Other income (expense), net primarily consists of provisional expenses and other non-operational income.

Financial Income (Expense), Net

Financial income (expense), net primarily consists of interest expense on financial liabilities and foreign exchange gains and losses.

Provision for Income Taxes

We account for income taxes using the asset and liability method. Under this method, deferred income tax assets and liabilities are recorded based on the estimated future tax effects of differences between the financial statement and income tax basis of existing assets and liabilities. These differences are measured using the enacted statutory tax rates that are expected to apply to taxable income for the years in which differences are expected to reverse. We recognize the effect on deferred income taxes of a change in tax rates in the period that includes the enactment date. 

We record a valuation allowance to reduce its deferred tax assets to the net amount that we believe is more likely than not to be realized. Management considers all available evidence, both positive and negative, including historical levels of income, expectations, and risks associated with estimates of future taxable income and ongoing tax planning strategies in assessing the need for a valuation allowance.

Under the provisions of ASC 740-10, Income Taxes, we evaluate uncertain tax positions by reviewing against applicable tax law for all positions taken by us with respect to tax years for which the statute of limitations is still open. ASC 740-10 provides that a tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits. We recognize interest and penalties related to the liability for unrecognized tax benefits, if any, as a component of the income tax expense line in the accompanying consolidated statement of operations and comprehensive loss.

Operating Results

The following table sets forth our results of operations for the periods presented. The period-to-period comparisons of financial results is not necessarily indicative of future results.

Year Ended December 31, 2025 Compared to Year Ended December 31, 2024

Revenue

Our revenue increased by $20.6 million, or 110.3%, from $18.7 million during the year ended December 31, 2024 to $39.2 million during the year ended December 31, 2025, primarily attributable to the launch of subscription packages that provide platform consumers with various benefits across our ride-hailing, delivery, and two-wheeled electric vehicle services, which began in October 2024.

Total trips including ride-hailing, delivery, and two-wheeled electric vehicle services, increased by 19.13 million, or 60.3%, from 31.71 million during the year ended December 31, 2024 to 50.84 million during the year ended December 31, 2025, primarily attributable to the growth of ride-hailing trips.

Total unique platform consumers including ride-hailing, delivery, and two-wheeled electric vehicle services, increased by 0.94 million, or 44.3%, from 2.13 million during the year ended December 31, 2024 to 3.08 million the year ended December 31, 2025, primarily attributable to the growth of ride-hailing riders.

Trips per unique platform consumer increased by 1.7, or 11.1%, from 14.9 during the year ended December 31, 2024 to 16.5 during the year ended December 31, 2025, as a result of platform level efficiency, increased availability, and consumer awareness of service offerings across cities driving higher utilization.

We outperformed our quarterly operational targets for all-time unique ride-hailing riders and all-time registered ride-hailing drivers throughout 2025. The number of all-time unique ride-hailing riders increased by 1.72 million, or 103.5%, from 1.66 million during the year ended December 31, 2024 to 3.38 million during the year ended December 31, 2025. The number of all-time registered ride-hailing drivers increased by 188 thousand, or 71.7%, from 262 thousand as of December 31, 2024 to 450 thousand as of December 31, 2025.

Cost of Revenues

Our cost of revenues decreased by $6.3 million, or 29.2%, from $21.5 million during the year ended December 31, 2024, to $15.3 million during the year ended December 31, 2025, primarily attributable to operational efficiencies achieved across our multi-service platform and AI-enabled cost reduction initiatives implemented during the year. These initiatives included the gradual decommissioning of our two-wheeled electric vehicle fleet introduced in 2021 and a reduction in number of service vans and motorcycles used in our operations, which reduced depreciation and amortization expense as well as rental vehicle maintenance and repair expenses.

Our depreciation and amortization expenses decreased by $5.1 million, or 62.2%, from $8.2 million during the year ended December 31, 2024, to $3.1 million for the year ended December 31, 2025, primarily attributable to fully depreciated vehicles, remaining in use. Our rental vehicle maintenance and repair expenses decreased by $1.5 million, or 57.9%, from $2.6 million during the year ended December 31, 2024, to $1.1 million during the year ended December 31, 2025.

Gross Profit

Our gross profit increased by $26.9 million from $(2.9) million during the year ended December 31, 2024 to $24.0 million during the year ended December 31, 2025. The increase was primarily driven by the growth in revenue, including the introduction of subscription packages beginning in October 2024, combined with a reduction in cost of revenues resulting from operational efficiencies achieved across our multi-service platform and AI-enabled cost reduction initiatives implemented during the year. As a result, our gross profit margin improved significantly from (15.5)% during the year ended December 31, 2024 to 61.1% during the year ended December 31, 2025.

Research and Development

Our research and development expenses increased by $1.0 million, or 53.2%, from $2.0 million during the year ended December 31, 2024 to $3.0 million during the year ended December 31, 2025, primarily attributable to the increased size of our team focusing on new platform redesign and software development.

General and Administrative

Our general and administrative expenses decreased by $21.2 million, or 43.0%, from $49.2 million during the year ended December 31, 2024 to $28.1 million during the year ended December 31, 2025, primarily attributable to decreased share-based compensation expense in personnel expenses. In the absence of share-based compensation expense, our general and administrative expenses increased by $4.7 million, or 38.7%, from $12.1 million during the year ended December 31, 2024 to $16.8 million during the year ended December 31, 2025, primarily attributable to the increased size of our team and consulting and legal expense related to public company requirements.

Our personnel expenses decreased by $23.3 million, or 53.7%, from $43.4 million during the year ended December 31, 2024 to $20.1 million during the year ended December 31, 2025, primarily attributable to decreased share-based compensation expense. In the absence of share-based compensation expense, our personnel expenses increased by $2.5 million, or 40.5%, from $6.3 million during the year ended December 31, 2024 to $8.8 million during the year ended December 31, 2025, driven by the increased size of our team. Our consulting and legal expense increased by $1.1 million, or 33.9%, from $3.1 million during the year ended December 31, 2024 to $4.2 million during the year ended December 31, 2025, primarily attributable to increased filing and reporting requirements of being a public company.

Selling and Marketing

Our selling and marketing expenses increased by $3.6 million, or 38.6%, from $9.3 million during the year ended December 31, 2024, to $13.0 million during the year ended December 31, 2025, primarily attributable to increased social media expenses related to consumer and driver acquisition and retention, as well as higher advertising consulting expenses. Social media expenses increased by $3.7 million, or 141.2%, from $2.7 million during the year ended December 31, 2024 to $6.4 million during the year ended December 31, 2025. This produced a 1.72 million, or 103.5% increase in all-time unique ride-hailing riders and a 188 thousand, or 71.7% increase in all-time registered ride-hailing drivers in 2025. Advertising consulting expenses increased by $1.6 million, or 49.6%, from $3.3 million during the year ended December 31, 2024, to $4.9 million during the year ended December 31, 2025, primarily attributable to increasing indoor and outdoor marketing and promotion activities for our platform.

Other Income (Expense), Net

Our other income (expense), net, increased by $6.6 million, or 357.0%, from $1.9 million expense during the year ended December 31, 2024, to $8.5 million expense during the year ended December 31, 2025, primarily attributable to an increase in fine subsidies of platform consumers.

Financial Income (Expense), Net

Our financial income (expense), net, increased by $5.7 million, or 66.8%, from $8.6 million expense during the year ended December 31, 2024, to $14.3 million expense during the year ended December 31, 2025, primarily attributable to increasing interest expense on financial liabilities. Interest expense on financial liabilities increased by $5.7 million, or 56.8%, from $10.0 million during the year ended December 31, 2024 to $15.6 million during the year ended December 31, 2025.

Year Ended December 31, 2024 Compared to Year Ended December 31, 2023

Revenue

Our revenue decreased by $1.4 million, or 6.8%, from $20.0 million during the year ended December 31, 2023 to $18.7 million during the year ended December 31, 2024, primarily attributable to a decreased number of two-wheeled electric vehicles on the field. The number of average daily two-wheeled electric vehicles deployed decreased from 34.6 thousand to 32.6, or by 5.7%, during the year ended December 31, 2024.

Total trips increased by 9.78 million, or 44.6%, from 21.93 million during the year ended December 31, 2023 to 31.71 million during the year ended December 31, 2024, primarily attributable to the growth of ride-hailing trips. As we were not monetizing platform services prior to October 2024, the revenue impact began in the fourth quarter with the introduction of subscription packages.

We outperformed our operational targets for all-time unique ride-hailing riders and all-time registered ride-hailing drivers throughout 2024. The number of all-time unique ride-hailing riders increased by 1.16 million, or 233.5%, from 0.50 million during the year ended December 31, 2023 to 1.66 million during the year ended December 31, 2024. The number of all-time registered ride-hailing drivers increased by 156 thousand, or 145.9%, from 107 thousand as of December 31, 2023 to 262 thousand as of December 31, 2024.

Cost of Revenues

Our cost of revenues decreased by $2.5 million, or 10.5%, from $24.1 million during the year ended December 31, 2023, to $21.5 million during the year ended December 31, 2024, primarily attributable to the decreased depreciation and amortization expenses and operating lease expenses. Our cost of revenues excluding depreciation and amortization expenses decreased by $1.4 million, or 9.3%, from $14.8 million during the year ended December 31, 2023, to $13.4 million during the year ended December 31, 2024.

Our depreciation and amortization expenses decreased by $1.2 million, or 12.5%, from $9.3 million during the year ended December 31, 2023, to $8.2 million for the year ended December 31, 2024, primarily attributable to fully depreciated vehicles in 2024, despite remaining in use. Our operating lease expense decreased by $0.8 million, or 35.1%, from $2.2 million during the year ended December 31, 2023, to $1.4 million for the year ended December 31, 2024, as a result of ceasing operations in three cities in 2024. We also reduced our number of service vans and motorcycles for field operations in fiscal year 2024.

Gross Profit

Our gross profit increased by $1.2 million from $(4.1) million during the year ended December 31, 2023 to $(2.9) million during the year ended December 31, 2024. While revenue was $1.4 million lower, due to our profitability enhancing measures, including increasing the lifetime of our vehicles beyond the anticipated depreciation schedule, ceasing operations in lower performing cities, reallocating vehicles to higher performing cities, and reducing the number of service vans and motorcycles for field operations, our gross profit increased.

Research and Development

Our research and developments expense was unchanged at $2.0 million during the year ended December 31, 2023 and 2024. 

General and Administrative

Our general and administrative expense increased by $34.1 million, or 225.5%, from $15.1 million during the year ended December 31, 2023, to $49.2 million during the year ended December 31, 2024. Share-based compensation expense increased general and administrative expenses by $35.2 million. Other general and administrative expenses, excluding personnel expenses decreased by $1.1 million, or 15.1%, from $6.9 million during the year ended December 31, 2023, to $5.8 million during the year ended December 31, 2024 attributable to decrease in consulting and legal expense driven primarily by team efficiencies and streamlining public company costs in our second year as a public company.

Selling and Marketing

Our selling and marketing expense increased by $2.0 million, or 27.2%, from $7.3 million during the year ended December 31, 2023, to $9.3 million during the year ended December 31, 2024, primarily attributable to consumer and driver acquisition and retention expenses, and advertising consulting expenses. Consumer and driver acquisition and retention expenses increased by $1.2 million, or 229.9%, from $0.5 million during the year ended December 31, 2023 to $1.8 million during the year ended December 31, 2024. This produced a 1.16 million, or 233.5% increase in all-time unique ride-hailing riders and a 156 thousand, or 145.9% increase in all-time registered ride-hailing drivers in 2024. Advertising consulting expense increased by $0.8 million, or 31.4%, from $2.5 million during the year ended December 31, 2023, to $3.3 million during the year ended December 31, 2024 primarily attributable to increasing indoor and outdoor marketing and promotion activities for our ride-hailing service.

Other Income (Expense), Net

Other income (expense), net, decreased by $0.3 million, or 12.0%, from $2.1 million expense during the year ended December 31, 2023, to $1.9 million expense during the year ended December 31, 2024, primarily attributable to a decrease in lawsuit provision liability of $0.7 million.

Financial Income (Expense), Net

Financial income (expense), net, increased by $5.4 million, or 166.9%, from $3.2 million expense during the year ended December 31, 2023, to $8.6 million expense during the year ended December 31, 2024, primarily attributable to increasing interest expense on financial liabilities and decreasing foreign exchange gain, net. Financial interest expense related to financial liabilities increased by $3.2 million, or 48.0%, from $6.7 million during the year ended December 31, 2023 to $10.0 million during the year ended December 31, 2024. Foreign exchange gain, net decreased by $2.3 million, or 85.5%, from $2.7 million during the year ended December 31, 2023 to $0.4 million during the year ended December 31, 2024.

Key Metrics and Non-GAAP Financial Measures

Our management reviews the following key business metrics and non-GAAP financial measures, including Adjusted EBITDA and pre-depreciation contribution per transaction, to evaluate its business, measure its performance, identify trends affecting our business, formulate business plans, and make strategic decisions. We believe that, in addition to conventional measures prepared in accordance with GAAP, certain investors and analysts use this information to evaluate the Company’s core operating and financial performance and its financial position. We believe these non-GAAP measures are useful to investors in evaluating our performance by providing an additional tool for investors to use in comparing our financial performance over multiple periods. Nevertheless, our use of Adjusted EBITDA and pre-depreciation contribution per trip has limitations as an analytical tool, and you should not consider these measures in isolation or as a substitute for analysis of our financial results as reported under GAAP. Other companies may calculate similarly titled non-GAAP financial measures differently than us, thereby limiting the usefulness of these non-GAAP financial measures as a comparative tool. Because of these and other limitations, you should consider our non-GAAP measures only as supplemental to other GAAP-based financial performance measures, including net loss and gross profit per trip.

Operating Metrics

Non-GAAP Financial Measures and Reconciliations of Non-GAAP Financial Measures

Adjusted EBITDA: Adjusted EBITDA is calculated by adding depreciation, amortization, taxes, financial expenses (net of financial income) and one-time charges and non-cash adjustments, to net income (loss). The one-time charges and non-cash adjustments are mainly comprised of customs tax provision expenses resulting from the one-time amendment of customs duties and lawsuit provision expense which Marti did not consider the provision to be reflective of its normal cash operations.

Adjustments for customs tax provision expenses are not normal, recurring expenses because they result from a one-time amendment of our customs duties to reflect e-scooters imported in finished vehicle form under a single customs duty product code rather than as separate parts with their corresponding different customs duty product codes. While the then-applicable customs law did not specify in which form e-scooters had to be imported historically this law has now been revised to reflect the fact that e-scooters must be imported in finished vehicle form. We will therefore perform all of our imports as finished vehicles moving forward, and do not expect to perform any future amendments or incur the resulting customs tax provision expenses in the future. The one-time nature of the customs tax provision expense is further supported by the fact that it is exclusively related to the e-scooters imported.

The following table presents a reconciliation of Adjusted EBITDA to Net loss, which is the most directly comparable GAAP measure, for the periods indicated:

Pre-Depreciation Contribution per Trip: Pre-depreciation contribution per trip is calculated by adding depreciation per trip to gross profit per trip. The numerator of this metric is our pre-depreciation contribution, which is calculated as our net revenue (please see the metric above for the calculation of our net revenue) less all variable costs, excluding depreciation and amortization, necessary to provide a trip for our services, during a given time period. Our variable costs include the field operations team, the operations service vans and motorcycles, the fuel consumed by field operations service vans and motorcycles, the repair and maintenance team, spare parts, charging station rent, electricity costs, consumer service call center costs, operations control center costs, occupancy fees paid to municipalities, data costs for servers and the internet connectivity of our vehicles, payment processing costs, invoice costs, and other operating costs. Pre-depreciation contribution is divided by the total number of trips completed by our ride-hailing, delivery, and two-wheeled electric service vehicles during a given time period in order to reflect the pre-depreciation contribution per trip. We believe this is an important metric for management as it lets us assess the efficiency of our platform services, distinct from the performance of our two-wheeled electric vehicle team in increasing the useful life of our vehicles off of the field as reflected by depreciation. This makes it an important metric for investors to track our operating efficiency and unit economics.

The following table presents a reconciliation of pre-depreciation contribution per trip to gross profit per trip in our services, which is the most directly comparable GAAP measure, for the periods indicated:

B. Liquidity and Capital Resources

Our principal sources of liquidity have historically consisted of cash generated from operations, capital increases, and various forms of debt financing. Marti had $7.8 million in cash and cash equivalents as of December 31, 2025.

We incurred net losses and negative cash flows from operations since our inception. Our ability to fund working capital, make capital expenditures, and service our debt will depend on our ability to generate cash from operating activities, which is subject to our future operating success especially following the monetization of our subscription packages, and obtain financing on reasonable terms, which is subject to factors beyond our control, including general economic, political, and financial market conditions.

Until we can generate sufficient revenue to cover operating expenses, working capital and capital expenditures, we expect to fund cash needs primarily through a combination of equity and debt financing. If we raise funds by issuing equity securities, dilution to our then-existing shareholders may result. Any equity securities issued may also provide for rights, preferences or privileges senior to those of holders of our ordinary shares. If we raise funds by issuing debt securities, such debt securities may have rights, preferences or privileges senior to those of our preferred shareholders and holders of our ordinary shares.

The terms of our debt securities or borrowings could impose significant restrictions on our operations and our ability to undertake certain fundraising activities. The capital markets have in the past, and may in the future, experience periods of volatility and upheaval that could impact the availability and cost of equity and debt financing.

Sales of a substantial number of shares of our Ordinary Shares in the public market by securityholders, or the perception that those sales might occur, could depress the market price of our Ordinary Shares and could impair our ability to raise capital through the sale of additional equity securities. We are unable to predict the effect that such sales may have on the prevailing market price of our Ordinary Shares.

We have concluded that we have adequate resources and liquidity to meet our cash flow requirements for the next twelve months, and we believe that it is reasonable to apply the going concern basis as the underlying assumption for our consolidated financial statements. This assessment includes knowledge of our subsequent financial position, the estimated economic outlook and identified risks and uncertainties in relation thereto. Furthermore, the review of our strategic plan and budget, including expected developments in liquidity were considered.

In the future, we may enter into arrangements to acquire or invest in complementary businesses, products, and technologies. We may be required to seek additional equity or debt financing to consummate such transactions. In the event that we require additional financing, we may not be able to raise such financing on acceptable terms or at all. If we are unable to raise additional capital or generate cash flows necessary to expand our operations and invest in continued innovation, we may not be able to compete successfully, which would harm our business, results of operations, and financial condition.

Cash Flows

The following table presents a summary of our consolidated cash flows provided by (used in) operating, investing, and financing activities for the periods indicated:

Operating Activities

Our net cash used by operating activities decreased by $10.3 million, from $25.1 million during the year ended December 31, 2024, to $14.8 million during the year ended December 31, 2025. Our depreciation and amortization expenses decreased by $5.1 million, from $8.7 million during the year ended December 31, 2024, to $3.6 million for the year ended December 31, 2025, primarily attributable to expiration of usage periods. Our non-cash share-based, compensation expenses decreased by $24.4 million, from $35.7 million during the year ended December 31, 2024, to $11.3 million during the year ended December 31, 2025. Our interest expenses increased by $4.9 million, from $3.7 million during the year ended December 31, 2024, to $8.6 million during the year ended December 31, 2025, primarily attributable to new convertible loans.

Our net cash used by operating activities increased by $10.2 million, from $14.9 million during the year ended December 31, 2023, to $25.1 million during the year ended December 31, 2024. Our depreciation and amortization expenses decreased by $1.3 million, from $10 million during the year ended December 31, 2023, to $8.7 million for the year ended December 31, 2024, primarily attributable to expiration of usage periods. Our non-cash share-based, compensation expenses increased by $33.7 million, from $2 million during the year ended December 31, 2023, to $35.7 million during the year ended December 31, 2024. Our interest expenses decreased by $2.2 million, from $5.9 million during the year ended December 31, 2023, to $3.7 million during the year ended December 31, 2024, primarily attributable to payment of convertible loans.

Investing Activities

Our net cash provided by investing activities decreased by $0.5 million, from $1.0 million during the year ended December 31, 2024, to $0.5 million during the year ended December 31, 2025. Our purchase of property and equipment increased by $0.2 million, from $0.3 million during the year ended December 31, 2024, to $0.5 million for the year ended December 31, 2025, primarily attributable to new purchases. Our purchase of intangible assets decreased by $0.6 million, from $0.7 million during the year ended December 31, 2024, to $0.1 million for the year ended December 31, 2025, primarily attributable to less software and program purchases.

Our net cash provided by investing activities decreased by $3.8 million, from $4.8 million during the year ended December 31, 2023, to $1.0 million during the year ended December 31, 2024. Our purchase of property and equipment decreased by $0.3 million, from $0.6 million during the year ended December 31, 2023, to $0.3 million for the year ended December 31, 2024. Our purchase of intangible assets increased by $0.6 million, from $0.1 million during the year ended December 31, 2023, to $0.7 million for the year ended December 31, 2024, primarily attributable to new software and program purchases.

Financing Activities

Our net cash provided by financing activities increased by $6.2 million, from $11.8 million during the year ended December 31, 2024, to $18.0 million during the year ended December 31, 2025. Our proceeds from the issuance of convertible notes increased by $1.9 million, from $18.0 million during the year ended December 31, 2024, to $19.9 million for the year ended December 31, 2025, primarily attributable to new convertible agreements. Our repayment of term loans decreased by $3.4 million, from $5.1 million during the year ended December 31, 2024, to $1.7 million during the year ended December 31, 2025.

Our net cash provided by financing activities decreased by $16.8 million, from $28.6 million during the year ended December 31, 2023, to $11.8 million during the year ended December 31, 2024. Our proceeds from the issuance of convertible notes increased by $11.5 million, from $7.5 million during the year ended December 31, 2023, to $18.0 million for the year ended December 31, 2024, primarily attributable to new convertible agreements. Our repayment of term loans decreased by $2.1 million, from $7.2 million during the year ended December 31, 2023, to $5.1 million during the year ended December 31, 2024. Our proceeds from reverse acquisition decreased by $29.6 million, from $29.6 million during the year ended December 31, 2023 to nil during the year ended December 31, 2024, as no comparable transaction occurred in 2024.

PFG Credit Agreement 

In January 2021, Marti Delaware entered into that certain Loan and Security Agreement with PFG, which was modified by that certain Joinder and Modification No. 1 to Loan and Security Agreement, dated as of November 24, 2021, that certain Consent, Waiver and Amendment Agreement, dated as of July 29, 2022 and the Waiver and Modification No. 2 to Loan and Security Agreement and Modification No. 2 to Annex D of the PFG Consent dated as of December 23, 2022 (as modified, the “Loan Agreement”).

The Loan Agreement provided for delayed draw term loans up to an aggregate amount of $20,000,000 at a fixed rate of 10.25% and was secured by substantially all of our assets. We made monthly principal and interest payments to PFG pursuant to the agreements. The loan was fully repaid during 2025, and as of December 31, 2025, no balance remains outstanding under the Loan Agreement.

Pre-Fund Subscription Agreements

In connection with the execution of the Business Combination Agreement, we entered into the Pre-Fund Subscription Agreement. Pre-funded notes were classified under long-term financial liabilities account amounting to $19,274,415 became 2028 Convertible Notes (as defined below) as of the closing date of the business combination on July 10, 2023. In addition, the Company had net proceeds of $35,500,000 from private investment in public equity (“PIPE”) financing of 15% convertible senior notes due 2028 pursuant to an Indenture, dated July 10, 2023, between the Company and U.S. Bank Trust Company, National Association, as trustee (the “trustee”), as amended by that certain First Supplemental Indenture, dated April 17, 2025, between the Company and the trustee (the “2028 Convertible Notes”). As of December 31, 2025, the total amount of such 2028 Convertible Notes, which includes additional investment amounts from current and new subscribers, accrued interest, and incentive shares reduced from the convertible note liabilities, was approximately $85.8 million. Of this amount, approximately $81.5 million was in-the-money at an exercise price of $1.65.