SCHEDULE: Marti Technologies: Sumed Equity Group Amends 10.5% Stake

An amended Schedule 13D filing reveals Sumed Equity Ltd and affiliated entities now beneficially own 10.5% of Marti Technologies' Class A Ordinary Shares, correcting previous reporting.

Summary

• This Amendment No. 2 corrects the number and percentage of Class A Ordinary Shares beneficially owned by the Reporting Persons in Marti Technologies, Inc. (New Marti).
• The Reporting Persons include Sumed Equity Ltd, BECO Booster Fund II, L.P., BECO Booster Fund II GP, LLC, Yousef Hammad, and Dany Farha.
• Yousef Hammad is deemed to beneficially own the largest aggregate amount of 8,211,131 Class A Ordinary Shares, representing 10.5% of the class.
• The beneficial ownership calculation is based on 77,708,475 Class A Ordinary Shares issued and outstanding on June 30, 2025, plus 799,235 shares from the conversion of a convertible note held by Sumed Equity Ltd at an assumed price of $1.65 per share.
• Sumed Equity Ltd directly holds 7,264,634 Class A Ordinary Shares and a senior convertible note with a principal value of $1,318,738.00.
• BECO Booster Fund II GP, LLC directly holds 36,112 Class A Ordinary Shares, and Yousef Hammad directly holds 111,150 Class A Ordinary Shares.
• Shares were acquired through a Business Combination that closed on July 10, 2023, and as compensation for Mr. Hammad's service on the Company's board.
• Sumed Equity Ltd holds an earn-out right for 1,459,637 Class A Ordinary Shares, contingent on the Company's Class A Ordinary Shares achieving a daily average price of $20.00 or more over at least 10 trading days within a 20-day period prior to July 10, 2028.
• On May 21, 2025, Sumed Equity Ltd distributed 661,848 Class A Ordinary Shares to BECO Booster Fund II, L.P., which subsequently distributed them to its beneficial owners.

Sentiment

Score: 6

Explanation: The filing is largely neutral as a compliance update correcting beneficial ownership. The stated intent of active engagement to maximize shareholder value and the potential for further investment are positive, while the possibility of future share dispositions introduces some uncertainty. The earn-out right provides a clear, albeit challenging, upside incentive.

Positives

• Reporting Persons hold their Company securities for investment purposes, indicating a long-term interest.
• The group intends to review their investments and may communicate with the Board and management to maximize stockholder value, suggesting active engagement.
• Reporting Persons may seek to acquire additional securities, which could signal confidence in the Company's future prospects.
• An earn-out right for 1,459,637 Class A Ordinary Shares is tied to the stock price reaching $20.00, providing a clear incentive for share price appreciation.

Negatives

• The filing is an amendment to correct previously reported numbers and percentages, which could indicate past inaccuracies in disclosure.
• Reporting Persons explicitly state they may sell or dispose of some or all of their Company's securities, which could lead to selling pressure on the stock.

Risks

• The potential for future sales or dispositions of a significant block of shares by the Reporting Persons could negatively impact the Company's stock price.
• The earn-out right for additional shares is contingent on a substantial increase in the Class A Ordinary Share price to $20.00, which may not be achieved by the July 10, 2028 deadline.
• The Reporting Persons disclaim forming a 'group' for beneficial ownership purposes, which could imply uncoordinated actions that might not always align with broader shareholder interests.

Future Outlook

The Reporting Persons intend to continuously review their investments in Marti Technologies. They may engage with the Board and management on operational, strategic, financial, or governance matters to maximize stockholder value. They also anticipate actively evaluating and potentially engaging in future transactions, including acquiring additional securities, disposing of current holdings, or participating in extraordinary corporate transactions like tender offers or mergers.

Management Comments

• "The Reporting Persons intend to review on a continuing basis their investments in the Company."
• "The Reporting Persons may communicate with 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..."

Industry Context

This filing is primarily a compliance update regarding beneficial ownership and does not provide specific industry-wide analysis. However, Marti Technologies, Inc. operates in a sector where venture capital investment (as represented by BECO Booster Fund II, L.P.) is common, suggesting a growth-oriented business model. The stated intent of the Reporting Persons to engage on strategic and operational matters is typical for significant investors in dynamic industries.

Comparison to Industry Standards

• The filing does not provide sufficient operational or financial data to conduct a detailed comparison of Marti Technologies' performance against industry standards or specific comparable companies/projects. It focuses solely on beneficial ownership and investment intentions.

Corporate Governance

Related Party Transactions

• Yousef Hammad, a Reporting Person and director, received 111,150 Class A Ordinary Shares from the Company as compensation for his past service on the Board.
• Yousef Hammad, as a director, entered into an indemnification agreement with the Company.

Stakeholder Impact

• Shareholders: The filing clarifies the beneficial ownership of a significant investor group, potentially influencing market perception. The group's stated intent to maximize shareholder value could be positive, but their option to sell shares introduces potential volatility.
• Management/Board: The Reporting Persons' intention to communicate and potentially influence operational, strategic, financial, or governance matters suggests increased engagement and potential for collaboration or scrutiny from a major shareholder group.

Next Steps

• Reporting Persons will continue to review their investments in Marti Technologies.
• Reporting Persons may communicate with the Company's Board and management regarding operational, strategic, financial, or governance matters.
• Reporting Persons may seek to acquire additional securities or dispose of existing holdings in open market or private transactions.
• Reporting Persons expect to actively evaluate and potentially engage in extraordinary corporate transactions, such as tender offers or mergers.

Key Dates

Recommendation

This filing is primarily a compliance update correcting previously reported beneficial ownership percentages for a significant investor group. While it confirms a substantial stake and the group's intent to engage with management to maximize shareholder value, it does not introduce new fundamental information about Marti Technologies' operational performance or strategic direction that would warrant a change in investment stance. The potential for future buying or selling by the group creates some uncertainty, but their overall investment purpose and the existence of an earn-out right suggest a continued interest. Therefore, a 'hold' recommendation is appropriate as investors should await further operational or financial updates from the Company.

Keywords

Marti Technologies, Schedule 13D, Beneficial Ownership, Class A Ordinary Shares, Sumed Equity, BECO Capital, Convertible Note, Earn-out, Investment, Corporate Governance, SEC Filing