SCHEDULE 13D/A: Marti Technologies Investor Group Updates Stake, Citing Dilution and Share Distributions

A group of investors, including Sumed Equity Ltd and BECO Booster Fund II, L.P., updated their beneficial ownership in Marti Technologies, Inc., reflecting a decreased aggregate percentage due to company share issuances and recent distributions to their beneficial owners.

Summary

• An amendment to a Schedule 13D filing by a group of investors (Reporting Persons) regarding their beneficial ownership in Marti Technologies, Inc. has been submitted.
• The amendment updates the aggregate percentage of Class A Ordinary Shares owned by the Reporting Persons, which has decreased by over 1% due to dilution from Marti Technologies' issuance of additional shares since July 10, 2023.
• The filing also reflects distributions of 710,408 Class A Ordinary Shares made by Sumed Equity Ltd and BECO Booster Fund II, L.P. to their respective beneficial owners on May 21, 2025.
• As of June 26, 2025, Sumed Equity Ltd and BECO Booster Fund II, L.P. each beneficially own 7,284,495 Class A Ordinary Shares, representing 9.5% of the class.
• BECO Booster Fund II GP, LLC, Yousef Hammad, and Dany Farha each beneficially own 7,320,607 Class A Ordinary Shares, representing 9.6% of the class.
• The beneficial ownership figures include 7,167,512 Class A Ordinary Shares held directly by Sumed Equity Ltd, 36,112 Class A Ordinary Shares held directly by BECO Booster Fund II GP, LLC, and shares from the conversion of a convertible note held by Sumed Equity Ltd at an assumed price of $11.00 per share.
• The percentage ownership is based on 76,244,359 Class A Ordinary Shares issued and outstanding on June 26, 2025.
• The shares were initially acquired through a business combination (Merger) that closed on July 10, 2023, where Sumed Equity Ltd received 7,877,922 Class A Ordinary Shares and a senior convertible note with a principal value of $1,286,572.
• Sumed Equity Ltd also holds an earn-out right for 1,459,637 Class A Ordinary Shares, contingent on the company's share price reaching $20.00 over a specified period by July 10, 2028.

Sentiment

Score: 4

Explanation: The sentiment is neutral to slightly negative. While the investors maintain a significant stake and express an intent to maximize shareholder value, the primary reason for the amendment is a decrease in their percentage ownership due to dilution and distributions, which are generally not positive signals for existing shareholders.

Positives

• Reporting Persons continue to hold a significant stake in Marti Technologies, indicating continued investment interest.
• The earn-out right provides a potential upside for the Reporting Persons if Marti Technologies' share price reaches $20.00 by July 10, 2028.

Negatives

• The aggregate percentage ownership of the Reporting Persons has decreased by over 1% due to dilution from the Issuer's issuance of additional shares.
• Recent distributions of 710,408 Class A Ordinary Shares by Sumed Equity Ltd and BECO Booster Fund II, L.P. to their respective beneficial owners indicate a reduction in direct holdings by these entities.

Risks

• Dilution of existing shareholder ownership due to the Issuer's issuance of additional shares.
• The vesting of the earn-out right is contingent on the Class A Ordinary Shares achieving a daily average price of $20.00 over at least 10 trading days out of a 20 consecutive trading day period prior to July 10, 2028, which is not guaranteed.

Future Outlook

The Reporting Persons intend to continue reviewing their investments, potentially communicating with Marti Technologies' board and management on operational, strategic, financial, or governance matters to maximize stockholder value. They may also seek to acquire or dispose of additional securities, including through extraordinary corporate transactions, depending on market conditions and company prospects.

Management Comments

• The Reporting Persons hold the Company securities reported herein for investment purposes.
• The Reporting Persons may communicate with the board of directors of the Company (the Board), members of management and/or other stockholders from time to time with respect to operational, strategic, financial or governance matters or otherwise work with management and the Board with a view to maximizing stockholder value.
• The Reporting Persons may seek to acquire additional securities of the Company... and/or may seek to sell or otherwise dispose of some or all of the Company's securities from time to time...
• The Reporting Persons expect to continue to actively evaluate such transactions, and to take other actions intended to position the Reporting Persons to opportunistically engage in one or more of such transactions in the future.

Industry Context

This filing is a standard disclosure of beneficial ownership changes for a publicly traded company. It does not provide specific industry context beyond Marti Technologies operating in a sector where such investment and ownership structures are common.

Corporate Governance

Legal Proceedings

• None of the Reporting Persons have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) in the last five years.
• None of the Reporting Persons have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction that resulted in a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws in the last five years.

Related Party Transactions

• The acquisition of shares and convertible notes by Sumed Equity Ltd was part of the Business Combination (Merger) with Marti Technologies Inc., where Marti became a wholly owned subsidiary of the Company.
• Yousef Hammad, a Reporting Person, is a director of the Company and entered into an indemnification agreement with the Company.

Stakeholder Impact

• Shareholders: Existing shareholders experience dilution due to the issuance of additional shares by the Issuer. The decrease in the Reporting Persons' percentage ownership might be viewed negatively, though their continued investment indicates confidence. The earn-out right provides a potential future upside if the share price target is met.
• Management/Board: The Reporting Persons intend to communicate with management and the Board on strategic and governance matters, potentially influencing company direction.

Next Steps

• Reporting Persons will continue to review their investments in Marti Technologies.
• Reporting Persons may communicate with the Board, management, and other stockholders regarding operational, strategic, financial, or governance matters.
• Reporting Persons may seek to acquire additional securities or dispose of existing securities in the future.
• Reporting Persons may consider pursuing or proposing matters with advisors, the Company, or other persons.

Key Dates

Recommendation

Keywords

Marti Technologies, Schedule 13D, Beneficial Ownership, SEC Filing, Sumed Equity Ltd, BECO Booster Fund II, Class A Ordinary Shares, Dilution, Share Distribution, Convertible Note, Earn-out Right, Corporate Governance, Investment