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December 4, 2023
Oguz Alper Öktem
Chief Executive Officer
Marti Technologies, Inc.
Buyukdere Cd. No:237
Maslak, 34485
Sariyer/Istanbul, Türkiye
Re:Marti Technologies, Inc.
SC TO-I filed November 21, 2023
File No. 005-92684
Dear Oguz Alper Öktem:
            We have reviewed your filing 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 these comments by providing the requested information or advise us as
soon as possible when you will respond. If you do not believe our comments apply to your facts
and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Schedule TO-I filed November 21, 2023; Offer to Purchase
General
1.Please ensure on future filings that the EDGAR tag "SC 13E-3/A" is associated with the
filing, in addition to the EDGAR tag "SC TO-I/A."
2.We note disclosure in multiple places in the Offer to Purchase and the offer's ancillary
documents that indicates that the consent of an additional 34% of the outstanding Public
Warrants is needed to approve the Warrant Amendment. However, when combined with
the existing 26% who have agreed to approve, the addition of that 34% would lead to an
approximate 60% aggregate approval, well in excess of the mere majority approval that is
otherwise stated as being the relevant threshold. Please revise, or advise.
3.We note the following disclosure, which appears in three separate places in the Offer to
Purchase: "The foregoing conditions are solely for our benefit, and we may assert one or
more of the conditions regardless of the circumstances giving rise to any such conditions."

 FirstName LastNameOguz Alper Öktem
 Comapany NameMarti Technologies, Inc.
 December 4, 2023 Page 2
 FirstName LastName
Oguz Alper Öktem
Marti Technologies, Inc.
December 4, 2023
Page 2
All offer conditions must be objective and outside the control of the offeror in order to
avoid illusory offer concerns under Regulation 14E. Please revise the language relating to
the circumstances that may "trigger" an offer condition to avoid the implication that they
may be within the Company's control. See Question 101.02 of the Division of Corporation
Finance's "Tender Offer Rules and Schedules" Compliance and Disclosure Interpretations.
Section 7. Information Concerning Marti Technologies, Inc., page 26
4.In circumstances where the registrant elects to incorporate by reference the information
required by Item 1010(a) and (b) of Regulation M-A, all of the summarized financial
information required by Item 1010(c) must be disclosed in the document furnished to
security holders. See Instruction 1 to Item 13 of Schedule 13E-3. In addition, please refer
to telephone interpretation I.H.7 in the July 2001 supplement to our “Manual of Publicly
Available Telephone Interpretations” that is available on the Commission’s website at
http://www.sec.gov for guidance on complying with a similar instruction in the context of
a tender offer. Please revise the disclosure to include the information required by Item
1010(c)(1), (2) and (3).
            We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please direct any questions to David Plattner at 202-551-8094.
Sincerely,
Division of Corporation Finance
Office of Mergers and Acquisitions