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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
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Marti Technologies, Inc. (Name of Issuer) |
Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) |
573134103 (CUSIP Number) |

SCHEDULE 13D
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| CUSIP Number(s): | 573134103 |
| 1 |
Name of reporting person
Oguz Alper Oktem | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
TURKEY
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
14,275,626.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
16.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A Ordinary Shares, par value $0.0001 per share | |
| (b) | Name of Issuer:
Marti Technologies, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
Buyukdere Cd. No: 237, Maslak Sariyer/Istanbul,
TURKEY
, 34485. | |
Item 1 Comment:
This Amendment No. 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. | Identity and Background | |
| (a) | Item 2 of the Schedule 13D remains unchanged. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
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. | Purpose of Transaction | |
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. | Interest in Securities of the Issuer | |
| (a) | 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. | |
| (b) | The information contained on the cover page is incorporated by reference to this Item 5. | |
| (c) | The information contained in Item 4 is incorporated by reference to this Item 5. | |
| (d) | The information contained in Item 4 is incorporated by reference to this Item 5. | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
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. | ||
| Item 7. | Material to be Filed as Exhibits. | |
No exhibits are being filed with this Amendment No. 3. | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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