Galata Acquisition Corp. (NYSE: GLTA) announced this afternoon that it has amended its business combination agreement and subscription agreements in connection to its proposed merger with Turkish mobility app Marti.
As part of the amendment, Galata will no longer be required to have a minimum of $50 million in cash on hand, which was previously waived by Marti.
Additionally, the outside date has been extended to July 31, certain terms of the incentive plan have been revised, and the lockup has been amended to include only ordinary shares, stock options, and other equity awards held by and/or issued to employees of Marti.
Further, the parties have also amended the PIPE. At deal announcement in August 2022, Galata received commitments for $57.5 million in new investments from its sponsors and outside investors through a convertible note PIPE. On April 28, Galata, Marti, and certain PIPE investors representing $35.5 million in an aggregate principal amount of convertible notes agreed to remove the lock-up restrictions applicable to the investors. The parties also amended the agreement to extend the outside termination date of the PIPE to July 31, and revised the indenture.
Pursuant to the original indenture, the convertible notes were to be convertible into SPAC Class A Ordinary Shares, at a conversion rate representing a premium of 10%.
This conversion price was subject to a one-time reset on the reset date, which was initially the one-year anniversary of the date of issuance of the notes, to the average of the daily VWAPs over the 20 consecutive trading day period beginning on, and including, the first trading day following the reset date, subject to a minimum of $5.00 and a maximum of $10.00 per SPAC Class A Ordinary Share.
But, the parties have revised the indenture to increase the conversion premium to 15%. The amendment also provides for multiple reset dates, each occurring monthly for the 12 months following the issuance date and revises the reset price to be the lesser of the reset price with respect to the immediately prior reset date and the average of the daily VWAPs over the 20 consecutive trading day period ending on the trading day immediately preceding the applicable date, subject to a minimum of $1.50 and a maximum of $10.00 per share of common stock.
Additionally, the revised indenture includes a beneficial ownership limitation provision where the convertible notes may not be converted to the extent the conversion would result in the holder, its affiliates and any other person or entity acting as a group together owning more than 9.99% of outstanding SPAC Class A Ordinary Shares.
The holder can increase or decrease the beneficial ownership limitation, but it cannot be increased to an amount greater than 19.99% and will only be valid upon written notice to Galata, the trustee and the conversion agent under the indenture. The notice will not be effective until the 61st day after it is delivered to Galata.
The final amendment the parties made were to the letter agreements with the sponsor. In July 2021, Galata entered into letter agreements with its sponsor and members of the board and management team where they agreed to certain lock-up restrictions. On May 1, Galata, the sponsor and each of the insiders agreed to remove these restrictions.
Lastly, Galata also disclosed in today’s 8-K that it entered into a convertible note subscription agreement with Farragut Square Global Master Fund, LP. As part of the agreement, Farragut has the option to subscribe up to $40 million of the aggregate principal amount of the convertible notes during the period beginning on the closing date and the one-year anniversary of the closing.
Galata inked its $532 million business combination with Marti in August 2022. Istanbul, Turkey-based Marti operates a fleet of over 46,000 e-mopeds, e-bikes, and e-scooters, serviced by proprietary software systems and IoT infrastructure.
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