SecProbe.io

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 filename1.htm

 MARTI
TECHNOLOGIES, INC.

 Buyukdere
Cd. No:237

 Maslak,
34485

 Sariyer/Istanbul,
Türkiye

 August
18, 2025

 VIA
EDGAR

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 Office
of Trade & Services

 100
F Street, N.E.

 Washington,
D.C. 20549-3720

 Attention:
Eddie Kim

 Re:
 Marti
 Technologies, Inc.

 Registration
 Statement on Form F-3

 File
 No. 333-289486

 To
the addressees set forth above:

 Pursuant
to Rule 461 under the Securities Act of 1933, as amended, we hereby request the acceleration of the effective date of the above-referenced
Registration Statement so that it will become effective on August 20, 2025, at 4:00 p.m., Eastern Time, or as soon thereafter as practicable,
or at such later time as Marti Technologies, Inc. (the " Company ") or its counsel may request via telephone call to
the staff.

 Please
contact Mayme Donohue of Hunton Andrews Kurth LLP, counsel to the Company, at (804) 787-8021, to provide notice of effectiveness, or
if you have any other questions or concerns regarding this matter.

 Sincerely,

 Marti
 Technologies, Inc.

 By:
 /s/
 Oguz Alper Öktem

 Name:
 Oguz
 Alper Öktem

 Title:
 Chief
 Executive Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 August 18, 2025

Oguz Alper ktem
Chief Executive Officer
Marti Technologies, Inc.
Buyukdere Cd. No: 237
Maslak, 34485
Sariyer/Istanbul, T rkiye

 Re: Marti Technologies, Inc.
 Registration Statement on Form F-3
 Filed August 11, 2025
 File No. 333-289486
Dear Oguz Alper ktem:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Eddie Kim at 202-551-8713 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
cc: Mayme Donohue
</TEXT>
</DOCUMENT>

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December 7, 2023

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Mergers & Acquisitions

100 F Street NE

Washington, D.C. 20549

Attn: David Plattner

Re: Marti Technologies, Inc.

  SC TO-I filed November 21, 2023

  File No. 005-92684

Dear Mr. Plattner:

On behalf of our client, Marti
Technologies, Inc., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Company”
or “Marti”), we are writing to submit the Company’s responses to the comments of the staff of the Division of
Corporation Finance (the “Staff”) of the United States Securities and Exchange Commission (the “Commission”)
contained in the Staff’s letter dated December 4, 2023 (the “Comment Letter”), with respect to the above-referenced
Tender Offer Statement on Schedule TO, filed on November 21, 2023 (the “Schedule TO”).

The Company has filed via
EDGAR Amendment No. 1 to the Schedule TO, which includes an Amended and Restated Offer to Purchase and Consent Solicitation (the “Amended
and Restated Offer to Purchase”) as exhibit (a)(1)(A) thereto (the “Amendment No. 1 to Schedule TO”), which
reflects the Company’s responses to the comments received by the Staff. For ease of reference, each comment contained in the Comment
Letter is printed below in bold and is followed by the Company’s response. All page references in the responses set forth below
refer to page numbers in the Amended and Restated Offer to Purchase. Capitalized terms used but not defined herein have the meanings set
forth in the Amended and Restated Offer to Purchase.

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."

Response: The Company has filed
Amendment No. 1 to Schedule TO with the EDGAR tag “SC 13E-3/A” in addition to the EDGAR tag “SC TO-I/A” and will
ensure that future filings are similarly tagged.

 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.

United
States Securities and Exchange Commission

December 7, 2023

Response: The Company respectfully advises the Staff
that this was a typographical error and that it has revised the disclosure throughout the Amended and Restated Offer to Purchase and in
certain of the other exhibits to Amendment No. 1 to Schedule TO in order to reflect that consent of an additional 24% (not 34%) of the
outstanding Public Warrants is needed to approve the Warrant Amendment.

 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." 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.

Response: The Company has revised
the disclosure on pages 3, 23, and 30 of the Amended and Restated Offer to Purchase in response to the Staff’s comment.

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).

Response: The Company has revised
the disclosure on page 27 of the Amended and Restated Offer to Purchase to include the summary historical financial information in response
to the Staff’s comment.

* * *

Please do not hesitate to
contact Elliott Smith at +1 (212) 819 7644 of White & Case LLP with any questions or comments regarding this letter.

    2

United
States Securities and Exchange Commission

December 7, 2023

    Sincerely,

    /s/ White
    & Case LLP

    White &
    Case LLP

cc: Elliott Smith, Esq., of White & Case LLP

    3

United States securities and exchange commission logo
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

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MARTI TECHNOLOGIES, INC.

Buyukdere Cd. No:237

Maslak, 34485

Sariyer/Istanbul, Türkiye

October 25, 2023

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street, N.E.

Washington, D.C. 20549-3720

    Attention:
     Kate Beukenkamp and Donald Field

 Re: Marti Technologies, Inc.

Registration Statement on Form F-1

File No. 333-273543

To the addressees set forth above:

Pursuant to Rule 461 of Regulation C of the General
Rules and Regulations under the Securities Act of 1933, as amended, we hereby request the acceleration of the effective date of the above-referenced
Registration Statement so that it will become effective on October 27, 2023, at 4:00 p.m., Eastern Time, or as soon thereafter as practicable,
or at such later time as Marti Technologies, Inc. (the “Company”) or its counsel may request via telephone call to
the staff.

Please contact Scott Westhoff of Latham & Watkins
LLP, counsel to the Company, at (312) 876-7605, or in his absence, Ben Winnett at (312) 876-6596, to provide notice of effectiveness,
or if you have any other questions or concerns regarding this matter.

    Sincerely,

    Marti Technologies, Inc.

    By:
    /s/ Oguz Alper Oktem

    Name:
    Oguz Alper Oktem

    Title:
    Chief Executive Officer

Enclosures

cc: (via e-mail)

Ryan Maierson, Latham & Watkins LLP

Scott Westhoff, Latham & Watkins LLP

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    811 Main Street, Suite 3700

    Houston, TX 77002

    Tel: +1.713.546.5400 Fax: +1.713.546.5401

    www.lw.com

    FIRM / AFFILIATE OFFICES

                                                             August 28, 2023

    Austin

    Milan

    Beijing

    Munich

    Boston

    New York

    Brussels

    Orange County

    Century City

    Paris

    Chicago

    Riyadh

    Dubai

    San Diego

    Düsseldorf

    San Francisco

    Frankfurt

    Seoul

    Hamburg

    Shanghai

    Hong Kong

    Silicon Valley

    Houston

    Singapore

    London

    Tel Aviv

    Los Angeles

    Tokyo

    Madrid

    Washington, D.C.

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street, N.E.

Washington, D.C. 20549-3720

Attention: Kate Beukenkamp and Donald Field

 Re: Marti Technologies, Inc.

                                            Registration Statement on Form F-1

Filed July 31, 2023

File No. 333-273543

To the addressees set forth above:

On behalf of Marti Technologies, Inc. (“we,”
 “our,” or the “Company”), we submit this letter in response to the comments from the staff (the
 “Staff”) of the Securities and Exchange Commission set forth in your letter dated August 17, 2023 (the “Comments”),
with respect to the above referenced Registration Statement on Form F-1 as filed by the Company on July 31, 2023 (the “F-1”).
The Company is concurrently submitting via EDGAR this letter and Amendment No. 1 to the F-1 (“Amendment No. 1”).

The Staff’s comments are summarized below
in italicized text, and our responses to the Staff’s comments are set out immediately under the restated comment. Unless otherwise
indicated, defined terms used herein have the meanings set forth in the F-1.

Registration Statement on Form F-1 filed July 31,
2023

Cover Page

 1. Please
                                            revise your disclosure here and throughout the prospectus to disclose the price that each
                                            selling securityholder paid for the ordinary shares and warrants (both Public Warrants and
                                            Private Placement Warrants, respectively) being registered for resale as outlined on the
                                            prospectus cover page. Highlight any differences in the current trading price, the prices
                                            that the Sponsor, private placement investors and other selling securityholders acquired
                                            their ordinary shares and warrants, and the price that the public securityholders acquired
                                            their ordinary shares and warrants. Disclose that while the Sponsor, private placement investors
                                            and other selling securityholders may experience a positive rate of return based on the current
                                            trading price, the public securityholders may not experience a similar rate of return on
                                            the securities they purchased due to differences in the purchase prices and the current trading
                                            price. Please also disclose the potential profit the selling securityholders will earn based
                                            on the current trading price. Lastly, please include appropriate risk factor disclosure.

Response:
In response to the Staff’s comment, the Company respectfully advises the Staff that it has revised the disclosure on
the cover page and on pages 11, 15, 16 and 17 of Amendment No. 1.

    August 28, 2023

    Page 2

 2. We note your disclosure here and in the Use of Proceeds
                                            section discussing the likelihood that warrant holders will not exercise their warrants if
                                            the warrants are out of the money. Provide similar disclosure in the prospectus summary,
                                            risk factors and MD&A sections and disclose that cash proceeds associated with the exercise
                                            of the warrants are dependent on stock price. As applicable, please describe the impact on
                                            your liquidity and update your discussion on the ability of your company to fund your operations
                                            on a prospective basis with your current cash on hand should warrant holders not exercise
                                            their warrants. We note your disclosure on page 86 regarding existing cash flows, cash
                                            used by operating activities and cash provided by financing activities. If you are likely
                                            to have to seek additional capital, discuss the effects of this offering on the company's
                                            ability to raise additional capital.

Response:
In response to the Staff’s comment, the Company respectfully advises the Staff that it has revised the disclosure on
the cover page and pages 11, 13, 17, 63, 92 and 93 of Amendment No. 1.

 3. We note your disclosure that you will receive proceeds
                                            from the exercise of the Public Warrants and Private Placement Warrants for cash, but not
                                            from the sale of ordinary shares issuable upon such exercise. Please disclose here and in
                                            the Prospectus Summary and Use of Proceeds sections as well as in your discussion of liquidity
                                            and capital resources the aggregate proceeds you may receive assuming the exercise of all
                                            warrants by securityholders.

Response:
In response to the Staff’s comment, the Company respectfully advises the Staff that it has revised the disclosure on
the cover page and pages 13, 63, 92 and 93 of Amendment No. 1.

 4. Please revise your disclosure where appropriate to
                                            disclose the amount of shares being registered as a percentage of your total public float.
                                            Additionally, highlight the significant negative impact sales of shares on this registration
                                            statement could have on the public trading price of your ordinary shares.

Response:
In response to the Staff’s comment, the Company respectfully advises the Staff that it has revised the disclosure on
the cover page and pages 11, 15 and 92 of Amendment No. 1.

    August 28, 2023

    Page 3

Risk Factors, Page 14

 5. Include
                                            an additional risk factor highlighting the negative pressure potential sales of shares pursuant
                                            to this registration statement could have on the public trading price of your ordinary shares.
                                            To illustrate this risk, disclose the purchase price of the securities being registered for
                                            resale and the percentage that these shares currently represent of the total number of shares
                                            outstanding. Also disclose that even though the current trading price is significantly below
                                            the SPAC IPO price, the private investors have an incentive to sell because they will still
                                            profit on sales because of the lower price that they purchased their shares than the public
                                            investors.

Response:
In response to the Staff’s comment, the Company respectfully advises the Staff that it has revised the disclosure on
pages 11, 15, 16, and 17 of Amendment No. 1.

*********

We hope that the foregoing has been responsive
to the Staff’s comments and look forward to resolving any outstanding issues as quickly as possible. Please do not hesitate to
contact me at (713) 546-7420 with any questions or further comments you may have regarding this filing or if you wish to discuss the
above.

    Sincerely,

    /s/ Ryan J. Maierson

    Ryan J. Maierson

    of LATHAM & WATKINS LLP

Enclosures

cc: (via e-mail)

Oguz Alper Öktem, Chief Executive Officer, Marti Technologies, Inc.

Scott W. Westhoff, Latham & Watkins LLP

United States securities and exchange commission logo
August 17, 2023
Oguz Alper Öktem
Chief Executive Officer
Marti Technologies, Inc.
Buyukdere Cd. No:237
Maslak, 34485
Sariyer/Istanbul, Türkiye
Re:Marti Technologies, Inc.
Registration Statement on Form F-1
Filed July 31, 2023
File No. 333-273543
Dear Oguz Alper Öktem:
            We have limited our review of your registration statement to those issues we have
addressed in our 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-1 filed July 31, 2023
Cover Page
1.Please revise your disclosure here and throughout the prospectus to disclose the price
that each selling securityholder paid for the ordinary shares and warrants (both Public
Warrants and Private Placement Warrants, respectively) being registered for resale as
outlined on the prospectus cover page.  Highlight any differences in the current trading
price, the prices that the Sponsor, private placement investors and other selling
securityholders acquired their ordinary shares and warrants, and the price that the public
securityholders acquired their ordinary shares and warrants.  Disclose that while the
Sponsor, private placement investors and other selling securityholders may experience a
positive rate of return based on the current trading price, the public securityholders may

 FirstName LastNameOguz Alper Öktem
 Comapany NameMarti Technologies, Inc.
 August 17, 2023 Page 2
 FirstName LastName
Oguz Alper Öktem
Marti Technologies, Inc.
August 17, 2023
Page 2
not experience a similar rate of return on the securities they purchased due to differences
in the purchase prices and the current trading price.  Please also disclose the potential
profit the selling securityholders will earn based on the current trading price.  Lastly,
please include appropriate risk factor disclosure.
2.We note your disclosure here and in the Use of Proceeds section discussing the likelihood
that warrant holders will not exercise their warrants if the warrants are out of the money.
Provide similar disclosure in the prospectus summary, risk factors and MD&A sections
and disclose that cash proceeds associated with the exercise of the warrants are dependent
on stock price.  As applicable, please describe the impact on your liquidity and update
your discussion on the ability of your company to fund your operations on a prospective
basis with your current cash on hand should warrant holders not exercise their warrants.
We note your disclosure on page 86 regarding existing cash flows, cash used by operating
activities and cash provided by financing activities.  If you are likely to have to seek
additional capital, discuss the effects of this offering on the company's ability to raise
additional capital.
3.We note your disclosure that you will receive proceeds from the exercise of the Public
Warrants and Private Placement Warrants for cash, but not from the sale of ordinary
shares issuable upon such exercise.  Please disclose here and in the Prospectus Summary
and Use of Proceeds sections as well as in your discussion of liquidity and capital
resources the aggregate proceeds you may receive assuming the exercise of all warrants
by securityholders.
4.Please revise your disclosure where appropriate to disclose the amount of shares being
registered as a percentage of your total public float.  Additionally, highlight the significant
negative impact sales of shares on this registration statement could have on the public
trading price of your ordinary shares.
Risk Factors, page 14
5.Include an additional risk factor highlighting the negative pressure potential sales of
shares pursuant to this registration statement could have on the public trading price of
your ordinary shares.  To illustrate this risk, disclose the purchase price of the securities
being registered for resale and the percentage that these shares currently represent of the
total number of shares outstanding.  Also disclose that even though the current trading
price is significantly below the SPAC IPO price, the private investors have an incentive to
sell because they will still profit on sales because of the lower price that they purchased
their shares than the public investors.

 FirstName LastNameOguz Alper Öktem
 Comapany NameMarti Technologies, Inc.
 August 17, 2023 Page 3
 FirstName LastName
Oguz Alper Öktem
Marti Technologies, Inc.
August 17, 2023
Page 3
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Kate Beukenkamp at 202-551-3861 or Donald Field at 202-551-3680 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Scott Westhoff

United States securities and exchange commission logo
June 20, 2023
Kemal Kaya
Chief Executive Officer
Galata Acquisition Corp.
2001 S Street NW, Suite 320
Washington, DC 20009
Re:Galata Acquisition Corp.
Revised Preliminary Proxy Statement on Schedule 14A
Filed June 16, 2023
File No. 001-40588
Dear Kemal Kaya:
            We have completed our review of your filings.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Michael E. Brandt

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Galata Acquisition
Corp.

2001 S Street NW, Suite 320

Washington, DC 20009

June 20, 2023

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street, N.E.

Washington, D.C. 20549-3720

Attention: Kate Beukenkamp and Dietrich King

    Re:
    Galata Acquisition Corp.

    Registration Statement on Form F-4, filed December 30, 2022 (as amended, the “Registration Statement”)

    File No. 333-269067

Ladies and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, Galata Acquisition Corp. (the “Company”) hereby requests
acceleration of the effective date of the above referenced Registration Statement to 4:15 p.m., Eastern Time, on June 22, 2023,
or as soon thereafter as practicable, or at such other time as the Company or its outside counsel, Willkie Farr & Gallagher
LLP, request by telephone that such Registration Statement be declared effective.

Please
contact Danielle Scalzo, of Willkie Farr & Gallagher LLP, counsel to the Company, at (212) 728-8620, as soon as the registration
statement has been declared effective, or if you have any other questions or concerns regarding this matter.

    Sincerely,

    /s/ Kemal Kaya

    Kemal Kaya

    Chief Executive Officer

CORRESP
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June 16, 2023

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street, N.E.

Washington, D.C. 20549-3720

Attn: Kate Beukenkamp and Dietrich King

    Re:
    Galata Acquisition Corp. Preliminary Proxy Statement on Schedule 14A, filed on June 8, 2023 (File No. 001-40588).

Dear Ms. Beukenkamp
and Mr. King,

On behalf of Galata Acquisition
Corp. (“we,” “our,” or the “Company”), we submit this letter in response to the
comments from the staff (the “Staff”) of the Securities and Exchange Commission set forth in your letter dated June
15, 2023 (the “Comments”), with respect to the above referenced Preliminary Proxy Statement on Schedule 14A, filed
by the Company on June 8, 2023 (as amended, the “Preliminary Proxy”). The Company is concurrently submitting via EDGAR
this letter and Amendment No. 1 to the Preliminary Proxy (“Amendment No. 1”).

The Staff’s comments
are summarized below in italicized text, and our responses to the Staff’s comments are set out immediately under the restated comment.
Unless otherwise indicated, defined terms used herein have the meanings set forth in the Preliminary Proxy.

Risk Factors, page 18

    1.
    Comment: We note the inclusion of a risk factor titled "Galata may not be able to complete an initial business combination with a U.S. target company should the transaction be subject to review by a U.S. government entity..." disclosed in the Risk Factors section of your registration statement on Form F-4 (File No. 333-269067). Please revise your preliminary proxy statement here to include similar risk factor disclosure.

Response:
In response to the Staff’s comment, the Company has revised the disclosure on page 20 of Amendment No. 1.

General

    2.

    Comment: We note your disclosure
    both in the Questions and Answers section as well as your Risk Factors section regarding the risk that you may be deemed to be
    operating as an unregistered investment company. Please revise your proxy statement to include disclosure that the longer your trust
    assets are invested in securities, the more likely you are to be viewed as a a fund-like investment by investors and as an
    unregistered investment company under Section 3(a)(1)(A) of the '40 Act.

Response:
In response to the Staff’s comment, the Company has revised the disclosure on pages 16 and 18 of Amendment No. 1.

* * * * * * * * * *

    - 2 -

Please do not hesitate to contact me at (212) 728-8620 or dscalzo@willkie.com
if you have comments or if you require additional information regarding Amendment No. 1.

    Respectfully submitted,

    /s/ Danielle Scalzo

    Danielle Scalzo

    cc: Kemal Kaya, Chief Executive Officer, Galata Acquisition Corp.

    - 3 -

United States securities and exchange commission logo
June 15, 2023
Kemal Kaya
Chief Executive Officer
Galata Acquisition Corp.
2001 S Street NW, Suite 320
Washington, DC 20009
Re:Galata Acquisition Corp.
Preliminary Proxy Statement on Schedule 14A
Filed June 8, 2023
File No. 001-40588
Dear Kemal Kaya:
            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 within ten business days 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.
Preliminary Proxy Statement on Schedule 14A filed June 8, 2023
Risk Factors, page 18
1.We note the inclusion of a risk factor titled "Galata may not be able to complete an initial
business combination with a U.S. target company should the transaction be subject to
review by a U.S. government entity..." disclosed in the Risk Factors section of your
registration statement on Form F-4 (File No. 333-269067).  Please revise your preliminary
proxy statement here to include similar risk factor disclosure.

 FirstName LastNameKemal Kaya
 Comapany NameGalata Acquisition Corp.
 June 15, 2023 Page 2
 FirstName LastName
Kemal Kaya
Galata Acquisition Corp.
June 15, 2023
Page 2
General
2.We note your disclosure both in the Questions and Answers section as well as your Risk
Factors section regarding the risk that you may be deemed to be operating as an
unregistered investment company.  Please revise your proxy statement to include
disclosure that the longer your trust assets are invested in securities, the more likely you
are to be viewed as a a fund-like investment by investors and as an unregistered
investment company under Section 3(a)(1)(A) of the '40 Act.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Kate Beukenkamp at 202-551-3861 or Dietrich King at 202-551-8071
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Michael E. Brandt

CORRESP
1
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June 2, 2023

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street, N.E.

Washington, D.C. 20549-3720

Attn: Kate Beukenkamp and Dietrich King

    Re:
    Galata Acquisition Corp. Amendment No. 3 to the Registration Statement on Form F-4, filed December 30, 2022 (File No. 333-269067).

Dear Ms. Beukenkamp
and Mr. King,

On behalf of Galata Acquisition
Corp. (“we,” “our,” or the “Company”), we submit this letter in response to the
comments from the staff (the “Staff”) of the Securities and Exchange Commission set forth in your letter dated June
1, 2023 (the “Comments”), with respect to the above referenced Registration Statement on Form F-4 as filed by
the Company on December 30, 2022, Amendment No. 1 to the Registration on Form F-4 as filed by the Company on March 1,
2023 and Amendment No. 2 to the Registration on Form F-4 as filed by the Company on May 19, 2023 (as amended, the “F-4”).
The Company is concurrently submitting via EDGAR this letter and Amendment No. 3 to the F-4 (“Amendment No. 3”).

The Staff’s comments
are summarized below in italicized text, and our responses to the Staff’s comments are set out immediately under the restated comment.
Unless otherwise indicated, defined terms used herein have the meanings set forth in the F-4.

Cover Page

    1.

    Comment: We note that on April 28,
    2023, Galata Merger Sub and Marti amended the lock-up restrictions pursuant to the terms of the BCA Amendment to apply only to Class
    A Ordinary Shares, Marti Options, and other equity awards held by and/or issued to employees of Marti. Please revise your disclosure
    here and elsewhere throughout your prospectus to identify the investors and the investments that will no longer be subject to
    lock-ups. In doing so, please disclose their relationships with Galata and Marti.

    We note that your disclosure reflects that
    the Second PIPE Amendment, for example, removed the lock-up restrictions applicable to PIPE Investors and under "Amendments to Letter
    Agreements" on page 250 you state that Galata, the Sponsor and Insiders (defined as Galata Board and Galata's management team) agreed
    to remove the applicable IPO Lock-Up Restrictions from the Letter Agreements. Additionally, we note your revisions on page 237 under "Lockup
    Period" to clarify that only any "employee of, or service provider to" Marti are subject to restrictions on proposed transfer
    of Lockup Securities.

Response: In response to the
Staff’s comment, the Company has revised the disclosure on the Cover Page and pages 35, 189, and 216 of Amendment No. 3.

Marti Management's Discussion and Analysis of Financial Condition
and Results of Operations

Year Ended December 31, 2022 Compared to Year Ended December 31,
2021

Results of Operations, page 250

    2.
    Comment: Your financial income increased to $2.6 million from $0.2 million during the year ended December 31, 2022. Additionally, your financial expense decreased to $1.9 million from $4.7 million during the year ended December 31, 2022. Please explain the reasons for the changes year over year.

Response: The Company respectfully acknowledges the
Staff’s comment and submits to the staff that financial income and expenses of Marti Technologies Inc. (“Marti”) consisted
of the following:

    Financial Income
    January 1 -

 December 31, 2022
    January 1 -

 December 31, 2021
    January 1 - 

December 31,
    2020

    Foreign exchange
    gains, net
      2,337,815
      —
      —

    Interest income
      229,303
      180,267
      16,803

    Total
      2,567,118
      180,267
      16,803

    Financial Expenses
    January 1 -

 December 31, 2022
    January 1 -

December 31, 2021
    January 1 - 

December 31, 2020

    Interest expense related financial liabilities
      1,884,753
      612,861
      180,259

    Bank commission expenses
      47,136
      13,537
      18,204

    Foreign exchange losses, net
      —
      4,086,004
      414,099

    Total
      1,931,889
      4,712,402
      612,562

The primary drivers of the increase in financial income and
decrease in financial expenses for the year ended December 31, 2022, compared to the year ended December 31, 2021 were (i) the foreign
exchange gains booked in 2022 and the foreign exchange losses booked in 2021, which resulted from the depreciation of the Turkish Lira
(“TL”) against the U.S. dollar (“USD”) in both 2021 and 2022, and (ii) the application of hyperinflationary accounting
beginning on March 1, 2022.

Marti uses USD as its functional currency, but its subsidiary,
Marti İleri Teknoloji A.Ş. (“MIT”), used TL as its functional currency until the end of February 2022. The consolidated
financial statements of MIT were translated into Marti’s presentation currency, USD, under the following framework for the period
ending in February 2022:

 · Assets and liabilities were translated using the Central Bank of the Republic of Turkey (“TCMB”) USD buying rate prevailing
at the balance sheet date;

 o December 31, 2022: USD 1 = TL 18.6983

 o December 31, 2021: USD 1 = TL 13.3290

 o December 31, 2020: USD 1 = TL 7.4194

 · Income and expenses were translated from TL to USD using the TCMB USD average buying rates;

 o 2022: USD 1 = TL 16.5520

 o 2021: USD 1 = TL 8.8719

 o 2020: USD 1 = TL 7.0034

    - 2 -

The differences in value in the monetary assets and liabilities
are recognized as foreign exchange losses or gains. Since MIT effectively had a USD short position, primarily due to intercompany USD
loans provided by Marti (the “Loans”), it recorded foreign exchange losses as the value of the TL against USD decreased significantly
in 2021.

Since the cumulative three-year inflation rate had risen
to above 100% at the end of February 2022, Turkey became a hyperinflationary economy under FASB ASC Topic 830, Foreign Currency Matters
starting from March 1, 2022. Consequently, MIT remeasured its financial statements prospectively into its new functional currency, USD,
in accordance with the related reporting standards. The opening balances of non-monetary items were remeasured in USD at the application
date of March 1, 2022. As a result, the non-monetary items were accounted for as if they had always been assets and liabilities in USD,
and monetary items were remeasured into USD using exchange rates as at the balance sheet date. As a result, the Loans no longer created
a short USD position and the related potential foreign exchange losses for MIT in the periods presented were eliminated. Accordingly,
Marti recorded foreign exchange gains for this period overall, due to the effect of the depreciation of TL.

* * * * * * * * * *

    - 3 -

Please do not hesitate to contact me at (212) 728-8620 or dscalzo@willkie.com
if you have comments or if you require additional information regarding Amendment No. 3.

    Respectfully submitted,

    /s/ Danielle Scalzo

    Danielle Scalzo

    cc: Kemal Kaya, Chief Executive Officer, Galata Acquisition Corp.

    - 4 -

United States securities and exchange commission logo
June 1, 2023
Kemal Kaya
Chief Executive Officer
Galata Acquisition Corp.
2001 S Street NW, Suite 320
Washington, DC 20009
Re:Galata Acquisition Corp.
Amendment No. 2 to Registration Statement on Form F-4
Filed May 19, 2023
File No. 333-269067
Dear Kemal Kaya:
            We have reviewed your amended 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.  Unless we note
otherwise, our references to prior comments are to comments in our March 27, 2023 letter.
Amendment No. 2 to Registration Statement on Form F-4 Filed May 19, 2023
Cover Page
1.We note that on April 28, 2023, Galata Merger Sub and Marti amended the lock-up
restrictions pursuant to the terms of the BCA Amendment to apply only to Class A
Ordinary Shares, Marti Options, and other equity awards held by and/or issued to
employees of Marti. Please revise your disclosure here and elsewhere throughout your
prospectus to identify the investors and the investments that will no longer be subject to
lock-ups. In doing so, please disclose their relationships with Galata and Marti.

We note that your disclosure reflects that the Second PIPE Amendment, for example,
removed the lock-up restrictions applicable to PIPE Investors and under "Amendments to

 FirstName LastNameKemal  Kaya
 Comapany NameGalata Acquisition Corp.
 June 1, 2023 Page 2
 FirstName LastName
Kemal  Kaya
Galata Acquisition Corp.
June 1, 2023
Page 2
Letter Agreements" on page 250 you state that Galata, the Sponsor and Insiders (defined
as Galata Board and Galata's management team) agreed to remove the applicable IPO
Lock-Up Restrictions from the Letter Agreements. Additionally, we note your revisions
on page 237 under "Lockup Period" to clarify that only any "employee of, or service
provider to" Marti are subject to restrictions on proposed transfer of Lockup Securities.
Marti Management's Discussion and Analysis of Financial Condition and Results of Operations
Year Ended December 31, 2022 Compared to Year Ended December 31, 2021
Results of Operations, page 250
2.Your financial income increased to $2.6 million from $0.2 million during the year ended
December 31, 2022.  Additionally, your financial expense decreased to $1.9 million from
$4.7 million during the year ended December 31, 2022.  Please explain the reasons for the
changes year over year.
            You may contact Nasreen Mohammed at 202-551-3773 or Lyn Shenk at 202-551-3380 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Kate Beukenkamp at 202-551-3861 or Dietrich King at 202-551-8071 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Michael E. Brandt

CORRESP
1
filename1.htm

May 19, 2023

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street, N.E.

Washington, D.C. 20549-3720

Attn: Kate Beukenkamp and Dietrich King

 Re: Galata Acquisition Corp. Amendment No. 2 to the Registration Statement on Form F-4, filed December 30, 2022 (File No. 333-269067).

Dear
Ms. Beukenkamp and Mr. King,

On behalf of Galata Acquisition
Corp. (“we,” “our,” or the “Company”), we submit this letter in response to the
comments from the staff (the “Staff”) of the Securities and Exchange Commission set forth in your letter dated March 27,
2023 (the “Comments”), with respect to the above referenced Registration Statement on Form F-4 as filed by the
Company on December 30, 2022 and Amendment No. 1 to the Registration on Form F-4 as filed by the Company on March 1,
2023 (as amended, the “F-4”). The Company is concurrently submitting via EDGAR this letter and Amendment No. 2
to the F-4 (“Amendment No. 2”).

The Staff’s comments
are summarized below in italicized text, and our responses to the Staff’s comments are set out immediately under the restated comment.
Unless otherwise indicated, defined terms used herein have the meanings set forth in the F-4.

Risks Related to Legal Matters and Regulations

Action by governmental
authorities to restrict access..., page 64

 1. Comment: We note your revisions regarding district municipalities in Istanbul expressing concerns
regarding scooter usage and requesting scooter operators to install scooter parking spots in the congested areas, which may result in
additional capital expenditures for operators. Please revise this risk factor to disclose whether you have received any such notice(s) from
district municipalities.

Response: In response to the
Staff’s comment, the Company has revised the disclosure on pages 63-64 of Amendment No. 2.

Risk Factors

Risks Related to Marti

Risks Related to Being a Public Company

Galata may redeem the Public Warrants prior to their exercise or
expiration..., page 86

 2. Comment: We note your response to comment 12 and reissue in part. Please revise this risk factor
to clarify whether recent common stock trading prices exceed the threshold that would allow the company to redeem public shares. Additionally,
please discuss here the steps, if any, the company will take to notify all shareholders, including beneficial owners, regarding when the
warrants become eligible for redemption. We note your disclosure in your risk factor on page 97 titled "Galata may redeem unexpired
Galata Warrants prior to their exercise at a time..." disclosing that you have no obligation to notify holders of the warrants that
they have become eligible for redemption.

Response: In response to the Staff’s comment,
the Company has revised the disclosure on page 94 of Amendment No. 2.

The Business Combination

Background of Business Combination, page 124

 3. Comment: We note your response to comment 18, including a description of how Galata arrived
at an initial enterprise value of approximately $1.1 billion for Marti based on a 10x multiple of pro forma run-rate net revenue as "detailed
by Marti management in prior presentations and discussions with Galata." Please revise your disclosure to clarify which prior presentations
by Marti that you are referring to here. We note the inclusion of an investor presentation as Exhibit 99.3 to your Form 8-K
filed August 1, 2022 in connection with entry into the Business Combination Agreement.

Response: In response to the Staff’s comment,
the Company has revised the disclosure on page 120 of Amendment No. 2.

 4. Comment: Please expand your disclosure to discuss how you reached multiple of 10x pro forma
run-rate revenue as a useful multiple, for example by disclosing and discussing the projections used in reaching this multiple, comparison
competitor multiples considered, and the material assumptions underlying the revenue projections for Marti as well as the limitations
of the projections. We note that on page 139 you state that "the Galata Board reviewed certain financial projections prepared
by Marti through the 2023 year-end."

Response: In response to the
Staff’s comment, the Company has revised the disclosure on pages 120-121 of Amendment No. 2.

    - 2
                                                                                      -

The Business Combination

Interests of Certain Persons in the Business Combination, page 144

 5. Comment: We note your response to comment 24 and reissue in part. Please revise your disclosure
to quantify the aggregate dollar amount and describe the nature of what the Sponsor and its affiliates have at risk that depends on the
completion of the Business Combination. We note your revisions that the Sponsor paid an aggregate of $7,250,000 for Private Placement
Warrants that would expire worthless if the Business Combination is not consummated as well as the fact the Sponsor paid an aggregate
of $25,000 for the Founders Shares. Please include the current value of loans extended, fees due, and out-of-pocket expenses for which
the Sponsor and its affiliates are awaiting reimbursement.

Response: In response to the
Staff’s comment, the Company has revised the disclosure on pages 19-18, 87-88, 107-108 and 140-141 of Amendment No. 2.

Key Metrics
and Non-GAAP Financial Measures, page 229

 6. Comment: We note your response to comment 40 and reissue the comment. Please address the following:

 ● You state that you incurred additional expense from a one-time amendment of custom duties. Please explain
whether the customs tax provision expense related to only e-scooters imported in 2021 or a cumulative duty for e-scooters imported from
2019-2021.

 ● You state you do not foresee a similar level of uncollectible receivables to recur in the future. However,
we note that these expenses were recognized in multiple periods and appear recurring. Additionally, the nature of these expenses related
to uncollectible receivables appear to be normal, recurring cash operating expense required to generate revenue.

 ● You also state you do not foresee a similar level of accounts payable adjustments to recur in the future.
However, losses associated with advances to suppliers appear to be normal, recurring cash operating expense required to generate revenue.

 ● Please revise or advise. Refer to Question 100.01 of the Commission’s Non-GAAP Compliance and
Disclosure Interpretations.

Response: In response to the
Staff’s comment, the Company has revised the disclosure on pages 214-216 of Amendment No. 2.

Results of Operations,
page 234

 7. Comment: We note your responses to comments 41 and 42 and reissue comment 42, in part. Please
expand your results of operations discussion where multiple drivers are responsible for the changes, please quantify the effect for each
driver identified and the underlying causes for these changes. In addition, quantify the effects of changes in price on revenues, where
appropriate, for each period presented. Please explain and address any known or expected trends, such as seasonality, with respect to
revenues and cost of revenues for the foreseeable future. Please discuss any events that may cause a material change in the relationship
between revenues and cost of revenues. Refer to Item 303(a) of Regulation S-K.

    - 3
                                                                                      -

Response: In response to the
Staff’s comment, the Company has revised the disclosure on pages 218-220 of Amendment No. 2.

Marti Technologies
Inc. Financial Statements, page F-3

 8. Comment: Please revise the headers for Marti Technologies Inc. interim financial statements
and footnotes to clearly label them as “Unaudited.”

Response: The Company respectfully
acknowledges the Staff’s comment and submits to the Staff that the F-4 no longer includes interim financial statements for Marti
Technologies Inc.

2 - Basis of
Presentation and Going Concern

2.4 Restatement
of Interim Financial Statements, page F-11

 9. Comment: Please expand your disclosures to quantify the amount of error in notes 2.4.1 through
2.4.15 as the amounts of “restatement” in the balance sheet and the statement of operations includes a combination of multiple
errors. For example, it is unclear the amount of depreciation that is included in cost of revenues restatement for the period ended September 30,
2022. Additionally, expand your disclosure in sufficient detail to more fully explain the nature and reasons for the identified errors.
Refer to ASC 250-10-50-7.

Response: The Company respectfully acknowledges the Staff's comment and submits to the Staff that the F-4 no longer includes interim financial statements
for Marti Technologies Inc. The Company has also revised the disclosure on pages F-10, F-11 and F-12 of Amendment No. 2, in response to
the Staff's comment.

General

 10. Comment: With a view toward disclosure, please tell us whether your sponsor is, is controlled
by, or has substantial ties with a non-U.S. person. Please also tell us whether anyone or any entity associated with or otherwise involved
in the transaction, such as the target, is, is controlled by, or has substantial ties with a non-U.S. person. If so, also include risk
factor disclosure that addresses how this fact could impact your ability to complete your initial business combination. For instance,
discuss the risk to investors that you may not be able to complete an initial business combination with a U.S. target company should the
transaction be subject to review by a U.S. government entity, such as the Committee on Foreign Investment in the United States (CFIUS),
or ultimately prohibited. Further, if applicable, disclose that the time necessary for government review of the transaction or a decision
to prohibit the transaction could prevent you from completing an initial business combination and require you to liquidate. Disclose,
if applicable, the consequences of liquidation to investors, such as the losses of the investment opportunity in a target company, any
price appreciation in the combined company, and the warrants, which would expire worthless.

Response: In response to the Staff’s comment,
the Company has revised the disclosure on pages 90-91 of Amendment No. 2.

* * * * * * * * * *

    - 4
                                                                                      -

Please do not hesitate to contact me at (212)
728-8620 or dscalzo@willkie.com if you have comments or if you require additional information regarding Amendment No. 2.

    Respectfully submitted,

    /s/ Danielle Scalzo

    Danielle Scalzo

    cc: Kemal Kaya, Chief Executive Officer, Galata
    Acquisition Corp.

    - 5
                                                                                      -

United States securities and exchange commission logo
March 27, 2023
Kemal Kaya
Chief Executive Officer
Galata Acquisition Corp.
2001 S Street NW, Suite 320
Washington, DC 20009
Re:Galata Acquisition Corp.
Amendment No. 1 to Registration Statement on Form F-4
Filed March 1, 2023
File No. 333-269067
Dear Kemal Kaya:
            We have reviewed your amended 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.  Unless we note
otherwise, our references to prior comments are to comments in our January 26, 2023 letter.
Amendment No. 1 to Registration Statement on Form F-4 filed March 1, 2023
Risks Related to Legal Matters and Regulations
Action by governmental authorities to restrict access..., page 64
1.We note your revisions regarding district municipalities in Istanbul expressing concerns
regarding scooter usage and requesting scooter operators to install scooter parking spots in
the congested areas, which may result in additional capital expenditures for operators.
Please revise this risk factor to disclose whether you have received any such notice(s)
from district municipalities.

 FirstName LastNameKemal  Kaya
 Comapany NameGalata Acquisition Corp.
 March 27, 2023 Page 2
 FirstName LastName
Kemal  Kaya
Galata Acquisition Corp.
March 27, 2023
Page 2
Risk Factors
Risks Related to Marti
Risks Related to Being a Public Company
Galata may redeem the Public Warrants prior to their exercise or expiration..., page 86
2.We note your response to comment 12 and reissue in part. Please revise this risk factor to
clarify whether recent common stock trading prices exceed the threshold that would allow
the company to redeem public shares. Additionally, please discuss here the steps, if any,
the company will take to notify all shareholders, including beneficial owners, regarding
when the warrants become eligible for redemption. We note your disclosure in your risk
factor on page 97 titled "Galata may redeem unexpired Galata Warrants prior to their
exercise at a time..." disclosing that you have no obligation to notify holders of the
warrants that they have become eligible for redemption.
The Business Combination
Background of Business Combination, page 124
3.We note your response to comment 18, including a description of how Galata arrived at an
initial enterprise value of approximately $1.1 billion for Marti based on a 10x multiple of
pro forma run-rate net revenue as "detailed by Marti management in prior presentations
and discussions with Galata." Please revise your disclosure to clarify which prior
presentations by Marti that you are referring to here. We note the inclusion of an investor
presentation as Exhibit 99.3 to your Form 8-K filed August 1, 2022 in connection with
entry into the Business Combination Agreement.
4.Please expand your disclosure to discuss how you reached multiple of 10x pro forma run-
rate revenue as a useful multiple, for example, by disclosing and discussing the
projections used in reaching this multiple, comparison competitor multiples considered,
and the material assumptions underlying the revenue projections for Marti as well as the
limitations of the projections. We note that on page 139 you state that "the Galata Board
reviewed certain financial projections prepared by Marti through the 2023 year-end."
The Business Combination
Interests of Certain Persons in the Business Combination, page 144
5.We note your response to comment 24 and reissue in part. Please revise your disclosure to
quantify the aggregate dollar amount and describe the nature of what the Sponsor and its
affiliates have at risk that depends on the completion of the Business Combination. We
note your revisions that the Sponsor paid an aggregate of $7,250,000 for Private
Placement Warrants that would expire worthless if the Business Combination is not
consummated as well as the fact the Sponsor paid an aggregate of $25,000 for the
Founders Shares. Please include the current value of loans extended, fees due, and out-of-
pocket expenses for which the Sponsor and its affiliates are awaiting reimbursement.

 FirstName LastNameKemal  Kaya
 Comapany NameGalata Acquisition Corp.
 March 27, 2023 Page 3
 FirstName LastName
Kemal  Kaya
Galata Acquisition Corp.
March 27, 2023
Page 3
Key Metrics and Non-GAAP Financial Measures, page 229
6.We note your response to comment 40 and reissue the comment.  Please address the
following:
•You state that you incurred additional expense from a one-time amendment of
custom duties.  Please explain whether the customs tax provision expense related to
only e-scooters imported in 2021 or a cumulative duty for e-scooters imported from
2019-2021.
•You state you do not foresee a similar level of uncollectible receivables to recur in
the future.  However, we note that these expenses were recognized in multiple
periods and appear recurring.  Additionally, the nature of these expenses related to
uncollectible receivables appear to be normal, recurring cash operating expense
required to generate revenue.
•You also state you do not foresee a similar level of accounts payable adjustments to
recur in the future.  However, losses associated with advances to suppliers appear to
be normal, recurring cash operating expense required to generate revenue.
•Please revise or advise.  Refer to Question 100.01 of the Commission’s Non-GAAP
Compliance and Disclosure Interpretations.
Results of Operations, page 234
7.We note your responses to comments 41 and 42 and reissue comment 42, in part.  Please
expand your results of operations discussion where multiple drivers are responsible for the
changes, please quantify the effect for each driver identified and the underlying causes for
these changes.  In addition, quantify the effects of changes in price on revenues, where
appropriate, for each period presented.  Please explain and address any known or expected
trends, such as seasonality, with respect to revenues and cost of revenues for the
foreseeable future.  Please discuss any events that may cause a material change in the
relationship between revenues and cost of revenues.  Refer to Item 303(a) of Regulation
S-K.
Marti Technologies Inc. Financial Statements, page F-3
8.Please revise the headers for Marti Technologies Inc. interim financial statements and
footnotes to clearly label them as “Unaudited.”

 FirstName LastNameKemal  Kaya
 Comapany NameGalata Acquisition Corp.
 March 27, 2023 Page 4
 FirstName LastName
Kemal  Kaya
Galata Acquisition Corp.
March 27, 2023
Page 4
2 - Basis of Presentation and Going Concern
2.4 Restatement of Interim Financial Statements, page F-11
9.Please expand your disclosures to quantify the amount of error in notes 2.4.1 through
2.4.15 as the amounts of “restatement” in the balance sheet and the statement of
operations includes a combination of multiple errors.  For example, it is unclear the
amount of depreciation that is included in cost of revenues restatement for the period
ended September 30, 2022.  Additionally, expand your disclosure in sufficient detail to
more fully explain the nature and reasons for the identified errors.  Refer to ASC 250-10-
50-7.
General
10.With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or
has substantial ties with a non-U.S. person. Please also tell us whether anyone or any
entity associated with or otherwise involved in the transaction, such as the target, is, is
controlled by, or has substantial ties with a non-U.S. person. If so, also include risk factor
disclosure that addresses how this fact could impact your ability to complete your initial
business combination. For instance, discuss the risk to investors that you may not be able
to complete an initial business combination with a U.S. target company should the
transaction be subject to review by a U.S. government entity, such as the Committee on
Foreign Investment in the United States (CFIUS), or ultimately prohibited. Further, if
applicable, disclose that the time necessary for government review of the transaction or a
decision to prohibit the transaction could prevent you from completing an initial business
combination and require you to liquidate. Disclose, if applicable, the consequences of
liquidation to investors, such as the losses of the investment opportunity in a target
company, any price appreciation in the combined company, and the warrants, which
would expire worthless.
            You may contact Nasreen Mohammed at 202-551-3773 or Lyn Shenk at 202-551-3380 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Kate Beukenkamp at 202-551-3861 or Dietrich King at 202-551-8071 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Michael E. Brandt

CORRESP
1
filename1.htm

March 1, 2023

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street, N.E.

Washington, D.C. 20549-3720

Attn: Kate Beukenkamp and Dietrich King

 Re: Galata Acquisition Corp. Amendment No. 1 to the Registration Statement on Form F-4, filed December 30, 2022 (File No. 333-269067).

Dear Ms. Beukenkamp
and Mr. King,

On behalf of Galata Acquisition
Corp. (“we,” “our,” or the “Company”), we submit this letter in response to the
comments from the staff (the “Staff”) of the Securities and Exchange Commission set forth in your letter dated January
26, 2023 (the “Comments”), with respect to the above referenced Registration Statement on Form F-4 as filed by the
Company on December 30, 2022 (the “F-4”). The Company is concurrently submitting via EDGAR this letter and Amendment
No. 1 to the F-4 (“Amendment No. 1”).

The Staff’s comments
are summarized below in italicized text, and our responses to the Staff’s comments are set out immediately under the restated comment.
Unless otherwise indicated, defined terms used herein have the meanings set forth in the F-4.

Cover Page

 1. Comment: 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 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.

Response:
In response to the Staff’s comment, the Company has revised the disclosure on the Cover Pages and on pages 7, 13, 16-17, 36, 108-109,
262-263 and 266 of Amendment No. 1. The Company respectfully advises the Staff that there are no Preference Shares outstanding and none
will be converted in connection with the Business Combination, but rather New Marti (i.e., Galata as of and following the Merger) will
change its authorized share capital and its share structure in connection with the Business Combination pursuant to the Proposed Articles
of Association, whereby the preference shares of New Marti will be authorized. The Founder Shares however will convert into Class A Ordinary
Shares, as described on the Cover Pages and pages 27, 90, 108, 152 and 169 of the F-4 and the Cover Pages and pages 28, 99, 117-118, 166
and 185 of Amendment No. 1.

 2. Comment: 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.”

Response: In response to the Staff’s
comment, the Company has revised the disclosure on the Cover Pages and on pages 5, 30, and 127 of Amendment No. 1.

Selected Definitions, page 6

 3. Comment: 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.

Response: In response to the Staff’s
comment, the Company has revised the disclosure on page 5 of Amendment No. 1.

 4. Comment: Please revise your definitions of the parties listed in this section, including Verdi,
Willkie, Barclays, B. Riley and Scura 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.

Response: In response to the Staff’s comment,
the Company has revised the disclosure on pages 5-8 of Amendment No. 1.

    - 2 -

Questions and Answers About the Business Combination and the
General Meeting

Questions and Answers About the Business Combination and the General
Meeting, page 14

 5. Comment: 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.

Response: In response to the Staff’s
comment, the Company has revised the disclosure on pages 16-17 of Amendment No. 1.

Q: Did the Galata Board obtain a
third-party valuation or fairness opinion..., page 15

 6. Comment: 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.

Response: In response to the Staff’s
comment, the Company has revised the disclosure on pages 15, 37 and 131 of Amendment No. 1.

Q: What shall be the relative equity
stakes of Galata’s current shareholders..., page 16

 7. Comment: 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.

Response: In response to the Staff’s
comment, the Company has revised the disclosure on pages 11, 89, 99, 121-122 and 263 of Amendment No. 1 and throughout the proxy statement/prospectus.

Q: I am a Galata shareholder. Do
I have redemption rights?, page 19

 8. Comment: 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.

Response: In response to the Staff’s
comment, the Company has revised the disclosure on page 20 of Amendment No. 1.

    - 3 -

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. Comment: 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.

Response: In response to the Staff’s
comment, the Company has revised the disclosure on page 45 of Amendment No. 1.

Risks Related to Marti’s Intellectual Property and Technology

Our service relies on GPS and other Global Satellite Navigation
Systems (“GNSS”). , page 59

 10. Comment: 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.

Response:
In response to the Staff’s comment, the Company has revised the disclosure on page 63 of Amendment No. 1.

    - 4 -

We collect, store, process and use personal information and other
customer data..., page 62

 11. Comment: 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.”

Response:
The Company respectfully acknowledges the Staff’s comment and submits to the Staff that Marti does not have any establishments
in the European Union (the “EU”) and does not have any entities or affiliates in the EU. Although individuals residing
outside of Türkiye can register on Marti’s application to receive Marti’s services within Türkiye, Marti does
not target or otherwise direct its services to individuals outside Türkiye. According to Article 3 of the GDPR, GDPR’s
territorial scope is determined as follows:

(1) This Regulation applies to the processing
of personal data in the context of the activities of an establishment of a controller or a processor in the Union, regardless of whether
the processing takes place in the Union or not.

(2) This Regulation applies to the processing
of personal data of data subjects who are in the Union by a controller or processor not established in the Union, where the processing
activities are related to:

 · the offering of goods or services, irrespective of whether a payment of the data subject is required, to such data subjects in the
Union; or

 · the monitoring of their behavior as far as their behavior takes place within the Union.

Because Marti does not have an establishment,
entity or affiliate in the EU, (1) above does not apply. Similarly, (2) sets forth requirements from the European Data Protection Board’s
guidelines and does not apply to Marti's operations. Marti does not offer goods or services to data subjects in the EU or monitor their
behavior within with EU and, therefore, does not target data subjects in the EU. Accordingly, Marti does not fall within the territorial
scope of the GDPR and its operations are not subject to the GDPR.

Risks Related to Being a Public Company,
page 75

 12. Comment: 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 for redemption. We note your risk factor beginning with “Galata may redeem the Public Warrants
prior to their exercise or expiration...” on page 79.

Response: The Company respectfully acknowledges the
Staff’s comment, and note that the requested disclosure was included in the risk factor on pages 94-95 and 104-105 of the F-4, and
is included on page 86 and on pages 103-104 and 114-115 Amendment No. 1.

    - 5 -

Risks Related to the Redemption,
page 94

 13. Comment: 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.

Response: The Company respectfully acknowledges the
Staff’s comment, and note that the requested disclosure was included in the risk factor on page 85 of the F-4, and is included on
page 94 Amendment No. 1.

The Business Combination

Background of Business Combination, page 111

 14. Comment: 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 micromobility industry where Marti operates.

Response: In response to the Staff’s comment,
the Company has revised the disclosure on pages 123-124 of Amendment No. 1.

 15. Comment: 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.

Response: In response to the Staff’s comment,
the Company has revised the disclosure on page 123 of Amendment No. 1.

 16. Comment: 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.

Response: In response to the Staff’s comment,
the Company has revised the disclosure on pages 124-125 of Amendment No. 1.

    - 6 -

 17. Comment: 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.

Response: In response to the Staff’s comment,
the Company has revised the disclosure on pages 123-125 of Amendment No. 1.

 18. Comment: 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 disclosure to discuss what terms
or other revisions were negotiated in the exchange of the drafts of the Confidentiality Agreement between Galata and Marti.

Response: In response to the Staff’s comment,
the Company has revi

United States securities and exchange commission logo
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

 FirstName LastNameKemal  Kaya
 Comapany NameGalata Acquisition Corp.
 January 26, 2023 Page 2
 FirstName LastNameKemal  Kaya
Galata Acquisition Corp.
January 26, 2023
Page 2
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

 FirstName LastNameKemal  Kaya
 Comapany NameGalata Acquisition Corp.
 January 26, 2023 Page 4
 FirstName LastNameKemal  Kaya
Galata Acquisition Corp.
January 26, 2023
Page 4
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

 FirstName LastNameKemal  Kaya
 Comapany NameGalata Acquisition Corp.
 January 26, 2023 Page 5
 FirstName LastName
Kemal  Kaya
Galata Acquisition Corp.
January 26, 2023
Page 5
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

CORRESP
1
filename1.htm

GALATA
ACQUISITION CORP.

2001 S Street NW, Suite 320

Washington, DC 20009

July 6, 2021

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

Attention: Folake Ayoola

 Re: Galata Acquisition Corp.

Registration Statement on Form S-1

File No. 333-254989

Dear Ms. Ayoola:

Galata Acquisition Corp. (the “Company”)
hereby requests that the effective date of the Company’s Registration Statement on Form S-1, as amended (File No. 333-254989), be
accelerated under Rule 461 of the Securities Act of 1933, as amended, so that it will be declared effective at 4:00 p.m., Eastern time,
on Thursday, July 8, 2021, or as soon thereafter as possible.

[Remainder of page intentionally left blank.]

    Sincerely,

    GALATA ACQUISITION CORP.

    By:
    /s/ Kemal Kaya

    Name: Kemal Kaya

    Title: Chief Executive Officer

[Signature
Page to Acceleration Request]

CORRESP
1
filename1.htm

B. Riley Securities, Inc.

299 Park Avenue

New York, NY 10171

July 6, 2021

VIA EDGAR

Division of Corporate Finance

U.S. Securities & Exchange Commission

100 F Street, NE

Washington, D.C. 20549-4720

Attention: Folake Ayoola

    Re:

    Galata Acquisition Corp.

    Registration Statement on Form S-1

    Filed April 2, 2021, as amended

    File No. 333-254989

Dear Ms. Ayoola:

Pursuant to Rule 461 of the General Rules and
Regulations under the Securities Act of 1933, as amended (the “Act”), the undersigned hereby joins in the request of
Galata Acquisition Corp. that the effective date of the above-referenced Registration Statement be accelerated so as to permit it to become
effective at 4:00 p.m. EST on July 8, 2021, or as soon as thereafter possible.

Pursuant to Rule 460 of the General Rules and
Regulations under the Act, the undersigned advises that as of the date hereof, 820 copies of the Preliminary Prospectus dated June 28,
2021 have been distributed to prospective dealers, institutional investors, retail investors and others.

The undersigned advises that it has complied and
will continue to comply with the requirements of Rule 15c2-8 under the Securities and Exchange Act of 1934, as amended.

[signature page follows]

    Very truly yours,

    B. RILEY SECURITIES, INC.

    By:
    /s/ Jimmy Baker

    Name: Jimmy Baker

    Title: Head of Capital Markets

      - 2 -

CORRESP
1
filename1.htm

Jason Simon, Esq.

Tel 703.749.1386

Fax 703.714.8386

simonj@gtlaw.com

  June 4, 2021

    VIA EDGAR

    United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

Attn: Folake Ayoola

    Re:
    Galata Acquisition Corp.

Registration Statement on Form S-1

Filed April 2, 2021

File No. 333-254989

Dear Ms. Ayoola,

On behalf of Galata Acquisition Corp. (the “Company”),
we are hereby responding to the letter, dated April 22, 2021 (the “Comment Letter”), from the staff (the “Staff”)
of the Securities and Exchange Commission, regarding the Company’s Registration Statement on Form S-1 filed on April 2, 2021 (the
 “Registration Statement”). For ease of reference, the text of the Staff’s comment, as set forth in the Comment Letter,
is included in bold-face type below, followed by the Company’s response.

Registration Statement on Form S-1 Filed April 2, 2021

Prospectus Summary

Terms of founder shares, page 12

    1.
    Since a business combination will be approved only if a majority of the outstanding shares of common stock voted are voted in favor, also disclose how many public shares would be needed to vote in favor of a business combination assuming the minimum number of shares representing a quorum are voted. Separately, we note your disclosure that certain anchor investors, managed by members of your sponsor, including, Callaway Capital Management LLC, Weiss Asset Management LP, and DLD Asset Management, LP have expressed an interest to purchase an aggregate of $50 million of units in the public offering. Please also disclose the impact on the vote required by the public shareholders to approve the initial business combination if the anchor investors purchase such units.

Response: The Company acknowledges the Staff’s
comments and has disclosed the number of public shares needed to vote in favor of a business combination assuming the minimum number of
shares representing a quorum are voted on pages 12, 17 and 25 of the Registration Statement in response. The company has also disclosed
the impact on the vote required by the public shareholders to approve the initial business combination if the anchor investors purchase
an aggregate of $50 million of units on pages 12, 17 and 25 of Registration Statement in response.

Risk Factor

The grant of registration rights to our sponsor and its permitted
transferees, page 32

    2.
    Revise this risk factor to make clear that the founder shares may become transferable earlier than one year following a business combination if the company's shares trade for a relatively small premium ($12.00) to your initial public offering price ($10.00) thereby enhancing the potential dilution to your public shareholders.

Response: The Company acknowledges the Staff’s
comment and has revised the risk factor and added disclosure on page 32 to clarify that the founder shares may become transferable earlier
than one year following a business combination if the company's shares trade for a relatively small premium ($12.00) to the initial public
offering price ($10.00), thereby enhancing the potential dilution to the public shareholders.

Management

Executive Officer and Director Compensation, page 99

    3.
    On page 21, you referred to the payment of a fee and grant of an option to each of your independent directors. Please revise this section to provide the material terms of the transactions.

Response: The Company acknowledges the Staff’s
comment and has deleted the reference to the payment of a fee and grant of an option to each of our independent directors on page 21 of
the Registration Statement in response.

If you have any questions related to this letter,
please contact the undersigned at (703) 749-1386.

    Sincerely,

    /s/ Jason Simon

    Jason Simon

    Greenberg Traurig, LLP

United States securities and exchange commission logo
April 22, 2021
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 S-1
Filed April 2, 2021
File No. 333-254989
Dear Mr. 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 S-1 filed April 2, 2021
Prospectus Summary
Terms of founder shares, page 12
1.Since a business combination will be approved only if a majority of the outstanding
shares of common stock voted are voted in favor, also disclose how many public shares
would be needed to vote in favor of a business combination assuming the minimum
number of shares representing a quorum are voted. Separately, we note your disclosure
that certain anchor investors, managed by members of your sponsor, including, Callaway
Capital Management LLC, Weiss Asset Management LP, and DLD Asset Management,
LP have expressed an interest to purchase an aggregate of $50 million of units in the
public offering. Please also disclose the impact on the vote required by the public
shareholders to approve the initial business combination if the anchor investors

 FirstName LastNameKemal Kaya
 Comapany NameGalata Acquisition Corp.
 April 22, 2021 Page 2
 FirstName LastName
Kemal Kaya
Galata Acquisition Corp.
April 22, 2021
Page 2
purchase such units.
Risk Factor
The grant of registration rights to our sponsor and its permitted transferees, page 32
2.Revise this risk factor to make clear that the founder shares may become
transferable earlier than one year following a business combination if the company's
shares trade for a relatively small premium ($12.00) to your initial public offering price
($10.00) thereby enhancing the potential dilution to your public shareholders.
Management
Executive Officer and Director Compensation, page 99
3.On page 21, you referred to the payment of a fee and grant of an option to each of your
independent directors. Please revise this section to provide the material terms of the
transactions.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Megan Akst, Senior Staff Accountant, at 202-551-3407 or
Kathleen Collins, Accounting Branch Chief, at 202-551-3499 if you have questions regarding
comments on the financial statements and related matters.  Please contact Folake Ayoola, Senior
Counsel, at 202-551-3673 or Jan Woo, Legal Branch Chief, at 202-551-3453 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Jason Simon