0001213900-26-047524.txt : 20260424 0001213900-26-047524.hdr.sgml : 20260424 20260424160540 ACCESSION NUMBER: 0001213900-26-047524 CONFORMED SUBMISSION TYPE: SCHEDULE 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20260424 DATE AS OF CHANGE: 20260424 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Marti Technologies, Inc. CENTRAL INDEX KEY: 0001852767 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-AUTO RENTAL & LEASING (NO DRIVERS) [7510] ORGANIZATION NAME: 07 Trade & Services EIN: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SCHEDULE 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-92684 FILM NUMBER: 26893573 BUSINESS ADDRESS: ADDRESS IS A NON US LOCATION: YES STREET 1: C/O MAPLES CORPORATE SERVICES LIMITED STREET 2: PO BOX 309, UGLAND HOUSE CITY: GRAND CAYMAN PROVINCE COUNTRY: E9 BUSINESS PHONE: 0 (850) 308 34 19 MAIL ADDRESS: ADDRESS IS A NON US LOCATION: YES STREET 1: C/O MAPLES CORPORATE SERVICES LIMITED STREET 2: PO BOX 309, UGLAND HOUSE CITY: GRAND CAYMAN PROVINCE COUNTRY: E9 FORMER COMPANY: FORMER CONFORMED NAME: Galata Acquisition Corp. DATE OF NAME CHANGE: 20210322 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Oktem Alper CENTRAL INDEX KEY: 0001983453 ORGANIZATION NAME: FILING VALUES: FORM TYPE: SCHEDULE 13D/A MAIL ADDRESS: STREET 1: C/O MARTI, MASLAK NORAMIN IS MERKEZI STREET 2: BUYUKDERE CADDESI NO 237 CITY: MASLAK / ISTANBUL STATE: W8 ZIP: - SCHEDULE 13D/A 1 primary_doc.xml X0202 SCHEDULE 13D/A 0001983453 XXXXXXXX LIVE 3 Class A Ordinary Shares, par value $0.0001 per share 04/22/2026 false 0001852767 573134103 Marti Technologies, Inc.

Buyukdere Cd. No: 237 Maslak Sariyer/Istanbul W8 34485

Oguz Alper Oktem 0 (850) 308 34 19 Buyukdere Cd. No: 237, Maslak Sariyer/Istanbul W8 34485 0001983453 N Oguz Alper Oktem OO N W8 14275626.00 0.00 14275626.00 0.00 14275626.00 N 16.6 IN Class A Ordinary Shares, par value $0.0001 per share Marti Technologies, Inc. Buyukdere Cd. No: 237 Maslak Sariyer/Istanbul W8 34485 This Amendment No. 3 to Schedule 13D ("Amendment No. 3") amends and supplements the Schedule 13D originally filed with the United States Securities and Exchange Commission on July 20, 2023 (as amended to date, the "Schedule 13D"), relating to the Class A Ordinary Shares, par value $0.0001 per share (the "Class A Ordinary Shares"), of Marti Technologies, Inc., a Cayman Islands exempted company (the "Issuer"). Capitalized terms used herein without definition shall have the meanings set forth in the Schedule 13D. Item 2 of the Schedule 13D remains unchanged. Item 3 of the Schedule 13D is hereby amended and supplemented as follows: Since the filing of Amendment No. 2, the Reporting Person has acquired additional Class A Ordinary Shares pursuant to awards granted to the Reporting Person by the Issuer in consideration for services rendered to the Issuer. The Reporting Person continues to hold Class A Ordinary Shares both directly and indirectly through the Oktem Family Fund LLC (the "Oktem Family Fund"). Item 4 of the Schedule 13D is hereby amended and supplemented as follows: The purpose of filing this Amendment No. 3 is to report the contribution, on April 22, 2026, of 10,800,000 Class A Ordinary Shares to the Oktem Family Fund by a newly admitted member, pursuant to the Second Amended and Restated Limited Liability Company Agreement of the Oktem Family Fund (the "2nd A&R LLCA"), which amends and restates the Amended and Restated Limited Liability Company Agreement (the "Prior LLCA"). The 2nd A&R LLCA reflects the admission of a new member to the Oktem Family Fund, who contributed 10,800,000 Class A Ordinary Shares. Following such contribution, the Oktem Family Fund holds a total of 22,800,000 Class A Ordinary Shares. Pursuant to the 2nd A&R LLCA, the Reporting Person's rights with respect to the Class A Ordinary Shares contributed by the Reporting Person and Sena Oktem (collectively, the "Oktem Members") to the Oktem Family Fund (the "Oktem Portfolio Company Shares") remain substantially the same as under the Prior LLCA. Specifically, the Reporting Person shall maintain all beneficial ownership rights to the Oktem Portfolio Company Shares held by the Oktem Family Fund, including an irrevocable proxy to control the voting of such shares and the ability to direct the sale of such shares at any time. Upon the occurrence of certain trigger events (including a floor price for the Oktem Portfolio Company Shares) or at any time after October 31, 2028, the Manager (as defined below) may exercise its rights to dispose of the Oktem Portfolio Company Shares in accordance with the 2nd A&R LLCA. The Manager does not otherwise have the ability to exercise voting or investment power with respect to the Oktem Portfolio Company Shares. The manager of the Oktem Family Fund is New Holland Capital LLC (the "Manager"). The 2nd A&R LLCA also provides that, following the full return of the preferred investment amount to the Manager's affiliate, the Oktem Members shall have the right to require the Oktem Family Fund to distribute all Oktem Portfolio Company Shares then held by the Oktem Family Fund to the Oktem Members in kind in accordance with the 2nd A&R LLCA. Item 5 of the Schedule 13D is hereby amended and supplemented as follows: The Reporting Person may be deemed to beneficially own 14,275,626 Class A Ordinary Shares, representing 16.6 % of the Class A Ordinary Shares, based upon 86,042,726 Class A Ordinary Shares outstanding as of February 28, 2026, as reported in the Issuer's most recent filing with the Securities and Exchange Commission. Of these, 10,800,000 shares are held indirectly through the Oktem Family Fund, over which the Reporting Person exercises sole voting and dispositive power pursuant to the irrevocable proxy and direction rights granted under the 2nd A&R LLCA, 3,184,229 shares are held directly, and 291,397 shares underlie restricted stock units that will vest within 60 days of the date hereof. The information contained on the cover page is incorporated by reference to this Item 5. The information contained in Item 4 is incorporated by reference to this Item 5. The information contained in Item 4 is incorporated by reference to this Item 5. Not applicable. Item 6 of the Schedule 13D is hereby amended and supplemented as follows: The description of the 2nd A&R LLCA provided above under Item 4 is incorporated by reference to this Item 6. The Reporting Person may have other business or investment relationships with the Manager or its affiliates, including investments in affiliated funds managed by the Manager. These arrangements are separate from and not conditioned upon the transactions described in this Schedule 13D. No exhibits are being filed with this Amendment No. 3. Oguz Alper Oktem /s/ Oguz Alper Oktem 04/24/2026