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January 26, 2023
Kemal Kaya
Chief Executive Officer
Galata Acquisition Corp.
2001 S Street NW, Suite 320
Washington, DC 20009
Re:Galata Acquisition Corp.
Registration Statement on Form F-4
Filed December 30, 2022
File No. 333-269067
Dear Kemal Kaya:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form F-4 filed December 30, 2022
Cover Page
1.We note that in addition to the Business Combination Proposal, or Proposal No. 1,
Galata's shareholders will also be asked to consider and vote upon a proposal to change
the multi-class structure of Galata, comprising of Class A Ordinary Shares of Galata,
Founders Shares and preference shares of Galata, to a single-class share structure of New
Marti comprised solely of Class A Ordinary Shares of New Marti and preference shares of
New Marti. However, your discussion in the paragraphs immediately prior does not
address the conversion, for example, of Galata preference shares to New Marti preference
shares. Please revise your disclosure here and elsewhere, as appropriate, to address
these shares and their treatment within the terms of the Business Combination Agreement,
including how these shares relate to your description of a single-class share structure for

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 FirstName LastNameKemal  Kaya
Galata Acquisition Corp.
January 26, 2023
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both Galata and New Marti. We note your discussion elsewhere within your disclosure
regarding preference shares, but note that the term "preference shares" is not defined
outside of Annex B.
2.We note that on December 23, 2022, "the Company irrevocably and unconditionally
waived the Available Galata Cash Condition." Please revise your disclosure as
appropriate, including in the Selected Definitions section beginning on page 6, to make
clear which entity you are referring to when using the defined term "the Company."
Selected Definitions, page 6
3.Please revise your definition of "Eligible Marti Equityholder" to state which, if any,
holders of Marti equity are not included within this definition. If the definition includes all
holders of Marti equity, please state the same.
4.Please revise your definitions of the parties listed in this section, including Verdi,
Willkie, Barclays, B. Riley and Secura Partners, for example, to briefly describe the role
each entity has in your Business Combination or initial public offering. For example, we
note that your disclosure on page 112 describes B. Riley as serving as underwriter in your
initial public offering.
Questions and Answers About the Business Combination and the General Meeting, page 14
5.Please revise this section to include a Q&A that addresses how much dilution non-
redeeming Galata stockholders may experience. Disclose all possible sources and the
extent of dilution that stockholders who elect not to redeem their shares may experience in
connection with the business combination. Provide disclosure on the impact of each
significant source of dilutions, including the amount of equity held by founders,
convertible securities, including warrants retained by redeeming stockholders, at each of
the redemption levels detailed in your sensitivity analysis, including any needed
assumptions.
Q: Did the Galata Board obtain a third-party valuation or fairness opinion..., page 15
6.Please revise your disclosure here and in your section titled "Fairness Opinion of Scura
Partners to Galata's Board of Directors" on page 119, for example, to make clear the scope
of Scura's fairness opinion. Cautionary language should be included noting that the
fairness opinion addresses fairness to all Galata stockholders as a group as opposed to
only those stockholders unaffiliated with the Sponsor or its affiliates.
Q: What shall be the relative equity stakes of Galata's current shareholders..., page 16
7.We note that the answer presents the equity stake breakdown by percentage based upon no
redemptions or full redemptions. Please revise to indicate such ownership interests to
reflect at least one additional redemption scenario in between no redemptions and full
redemptions. Make conforming changes throughout the proxy statement/prospectus.

 FirstName LastNameKemal  Kaya
 Comapany NameGalata Acquisition Corp.
 January 26, 2023 Page 3
 FirstName LastNameKemal  Kaya
Galata Acquisition Corp.
January 26, 2023
Page 3
Q: I am a Galata shareholder. Do I have redemption rights?, page 19
8.Please expand this Q&A to discuss the Founders Shares, including related redemption
rights. We note that certain shareholders, including holders of the Founders Shares appear
to have agreed to waive their redemption rights. Please revise your disclosure to describe
any consideration provided in exchange for this agreement.
Risk Factors
Risks Related to Marti
Risks Related to Marti's Business and History
We reply on third parties maintaining open marketplaces to distribute our application..., page 43
9.We note your disclosure that "[s]ubstantially all of our revenue is generated through our
mobile application" and your mobile application is available for download to your users
through Apple App Store, Google Play Store, and Huawei AppGallery. We also note your
discussion regarding the impact changes in the relationship with any of these three third
parties would have on your business. Please revise this risk factor to discuss whether there
are any additional third party mobile application platforms and digital storefronts that may
be available to distribute your platform to customers or if your business model is
substantially dependent on these three providers.
Risks Related to Marti's Intellectual Property and Technology
Our service relies on GPS and other Global Satellite Navigation Systems ("GNSS"). , page 59
10.Please revise the title of this risk factor to include a brief description of the specific impact
this risk may have on your business as well as expand your discussion of what specific
aspects of your "service" are tied to reliance on GNSS.
We collect, store, process and use personal information and other customer data..., page 62
11.In this risk factor you state that you "collect, store, process and use personal
information and other user data." Please revise your disclosure to discuss the general
application of the General Data Protection Regulation, or GDPR, to your business as well
as any risks related to the applicability of this regulation to your business. Additionally,
we note your risk factor on page 61 titled "Government regulation of the Internet and user
privacy is evolving..." which discusses the application of "laws specifically governing the
Internet and user privacy, including the processing and storage of personal information."
Risks Related to Being a Public Company, page 75
12.Please highlight the material risks to public warrant holders, including those arising from
differences between private and public warrants. Clarify whether recent common stock
trading prices exceed the threshold that would allow the company to redeem public
warrants. Clearly explain the steps, if any, the company will take to notify all
shareholders, including beneficial owners, regarding when the warrants become eligible

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 Comapany NameGalata Acquisition Corp.
 January 26, 2023 Page 4
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Galata Acquisition Corp.
January 26, 2023
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for redemption. We note your risk factor beginning with "Galata may redeem the Public
Warrants prior to their exercise or expiration..." on page 79.
Risks Related to the Redemption, page 94
13.Revise your disclosure to discuss the material risk to unaffiliated investors presented by
taking Marti public through a merger rather than an underwritten offering, including the
absence of due diligence conducted by an underwriter that would be subject to liability for
any material misstatements or omissions in this registration statement, for example.
The Business Combination
Background of Business Combination, page 111
14.In the section you state that Galata management initially focused the search for an
acquisition target on the insurance industry in Turkey and note the attractive features of
this market. Additionally, Galata identified a number of potential targets that were
potentially for sale at an attractive price. Please revise your disclosure to briefly discuss
what factors led you to explore acquisitions in other industries, including the
micromobilility industry where Marti operates.
15.We note that on June 21, 2021, Freifeld and Tanzer traveled to Turkey to meet with
certain Turkish banking contacts, survey then-current Callaway investments and conduct
diligence on new investment opportunities on behalf of Callaway and during that trip, they
visited Marti headquarters. Please revise your disclosure to provide additional detail
regarding how the visit to Marti headquarters transpired and was arranged given that the
characterization of the trip was largely to meet with existing Callaway contacts and survey
existing Callaway investments, and Tanzer and Durgan had ceased regular communication
at the end of 2020.
16.You state that between August 23, 2021 and September 2, 2021, Galata entered into
confidentiality agreements with four of the potential acquisition targets, including Marti.
Please revise your disclosure to state whether Company A, which along with Marti you
ultimately chose to pursue as a potential acquisition target, was also one of the four
potential acquisition targets that entered into a confidentiality agreement with Galata. We
note your disclosure on page 114 regarding Company A.
17.Please expand your disclosure to discuss in greater detail the respective merits and
limitations of the potential business combinations with Marti and Company A that
representatives from Galata's management presented to the Galata Board on August 19,
2021 and the Board's consideration of these factors. We note that the Board authorized
Galata management to pursue both acquisitions.
18.Please revise your disclosure to discuss how Galata arrived at an initial enterprise value of
approximately $1.1 billion for Marti as outlined in the draft indication of interest letter
sent on August 21, 2021. We note that Marti had previously indicated that their
expectation of a pre-money valuation for Marti was $1 billion. Further, please expand the

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 Comapany NameGalata Acquisition Corp.
 January 26, 2023 Page 5
 FirstName LastName
Kemal  Kaya
Galata Acquisition Corp.
January 26, 2023
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disclosure to discuss what terms or other revisions were negotiated in the exchange of the
drafts of the Confidentiality Agreement between Galata and Marti.
19.We note that during July and August 2021, Galata actively pursued Company A and,
ultimately, Galata and Company A could not come to terms on a business combination
resulting in Galata terminating discussions with Company A. Please revise your disclosure
to expand your discussion of the terms or other factors that were discussed or considered
regarding Company A during this time period that resulted in being unable to come to
terms on a business combination. We note that Galata exchanged a draft NDA with
Company A and sent an initial diligence request on September 1, 2021.
20.We note that on December 23, 2022, Galata, Marti and each PIPE Investor entered into
the PIPE Amendment and on this same date Marti waived the Available Galata Cash
Condition. We also note that this date was nearly four months after the Business
Combination Agreement was executed. Please revise your disclosure to discuss the events
that transpired between July 29, 2022 and December 23, 2022 and the factors that
contributed to this amendment and waiver.
21.We note that Galata's organizational documents appear to have waived the corporate
opportunities doctrine with regard to certain parties. Please address this potential conflict
of interest and whether it impacted your search for an acquisition target.
Resignation of Barclays, page 116
22.We note your disclosure that Barclays is not responsible for the preparation of any
disclosure that is included in the proxy statement/prospectus, or any materials underlying
such disclosure. Clarify whether they have retracted any work product associated with the
transaction, and the risk of such withdrawal and reliance on their expertise.
Prospective Financial Information as of August 2022: , page 128
23.We note your table of key elements of the projections provided by Marti's management to
the Galata Board. Please revise footnote (4) to state what "c." represents. Additionally,
please revise footnote (6) to briefly describe the transaction fees referenced here.
Interests of Certain Persons in the Business Combination, page 131
24.Please quantify the aggregate dollar amount and describe the nature of what the Sponsor
and its affiliates have at risk that depends on completion of the business combination.
Include the current value of loans extended, fees due, and out-of-pocket expenses for
which the Sponsor and its affiliates are awaiting reimbursement. Provide similar
disclosure for Galata's officers and directors, if material. We note your disclosure
regarding the current value of certain securities held. Make consistent revisions in each
place where this disclosure appears in your proxy statement/prospectus.

 FirstName LastNameKemal  Kaya
 Comapany NameGalata Acquisition Corp.
 January 26, 2023 Page 6
 FirstName LastName
Kemal  Kaya
Galata Acquisition Corp.
January 26, 2023
Page 6
25.Please revise your disclosure to highlight the risk that the Sponsor will benefit from the
completion of the business combination and may be incentivized to complete an
acquisition of a less favorable target company or on terms less favorable to stockholders
rather than liquidate.
26.Please clarify if the Sponsor and its affiliates can earn a positive rate of return on their
investment, even if other SPAC stockholders experience a negative rate of return in the
post-business combination company.
The Business Combination
Potential Purchases of Public Shares, page 132
27.We note your disclosure that "[i]n connection with the shareholder vote to approve
the Business Combination, the Sponsor, Galata's directors, officers, advisors or any of
their respective affiliates may privately negotiate transactions to purchase public shares
from shareholders..." Further, we note your disclosure regarding the purpose of such share
purchases, including increasing the likelihood of obtaining shareholder approval of the
Business Combination or to satisfy a closing condition in the Business Combination
Agreement. Please revise your disclosure here and throughout your registration statement
to confirm that:
•shares purchased by Galata's Sponsor, directors, officers, advisors or affiliates would
not be voted in favor of the business combination;
•Galata's Sponsor, directors, officers, advisors or affiliates will waive any redemption
rights; and
•Galata will file a Form 8-K prior to the extraordinary general meeting providing the
information disclosed in the Tender Offers and Schedules C&DI Question 166.01.

Finally, tell us how these purchases will comply with Exchange Act Rule 14e-5.
Material U.S. Federal Income Tax Considerations, page 13