Exhibit
15.1



UNAUDITED
PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION



Defined
terms included below shall have the same meaning as terms defined and included elsewhere in the Report and, if not defined in the Report,
in the Proxy Statement/Prospectus.



Introduction



The Company and Marti Technologies
Inc. are providing the following unaudited pro forma condensed combined financial information to aid you in your analysis of the financial
aspects of the Business Combination and the related adjustments described in the accompanying notes. The unaudited pro forma condensed
combined financial information has been prepared in accordance with Article 11 of Regulation S-X. The unaudited pro forma condensed combined
balance sheet as of December 31, 2022 gives pro forma effect to the Business Combination as if it were completed on December 31, 2022.
The unaudited pro forma condensed combined statement of operations for the year December 31, 2022 gives pro forma effect to the Business
Combination as if it were completed on January 1, 2022.



The unaudited pro forma condensed
combined financial information gives effect to the following:



| | · | The Business Combination and the other transactions contemplated by the Business Combination Agreement; and
| | - | -----------------------------------------------------------------------------------------------------------



| | · | The recognition of $53.0 million in gross proceeds raised as part of the PIPE financing and other financing
sources, including the Pre-Fund Notes, in connection with the Business Combination.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The unaudited pro forma condensed
combined financial information is based upon and should be read in conjunction with:



| | · | the audited historical financial statements of each of Marti and the Company as of and for the year ended
December 31, 2022, and the related notes thereto, included in the Proxy Statement/Prospectus and incorporated herein by reference; and
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | the sections of the Proxy Statement/Prospectus titled “Galata Management’s Discussion And
Analysis of Financial Condition and Results of Operations” and “Marti Management’s Discussion and Analysis of
Financial Condition and Results of Operations”, which information is incorporated herein by reference.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The foregoing historical financial
statements have been prepared in accordance with GAAP. The unaudited pro forma condensed combined financial information has been prepared
based on the aforementioned historical financial statements and the assumptions and adjustments as described in the notes to the unaudited
pro forma condensed combined financial information. The pro forma adjustments reflect transaction accounting adjustments related to the
Business Combination, which is discussed in further detail below. The unaudited pro forma condensed combined financial statements are
presented for illustrative purposes only and do not purport to represent New Marti’s consolidated results of operations or consolidated
financial position that would actually have occurred had the Business Combination been consummated on the dates assumed or to project
New Marti’s consolidated results of operations or consolidated financial position for any future date or period.



Description of the Business
Combination



On
July 10, 2023, the Company and Marti consummated the previously announced Business Combination Agreement, dated July 29, 2022, by and
among the Company, Marti and Merger Sub. The Business Combination Agreement provided that the parties thereto would enter into
the Business Combination pursuant to which, among other things, Merger Sub would merge with and into Marti with Marti surviving the merger
as a wholly owned subsidiary of the Company.



Management concluded that Marti
is the accounting acquirer and the Company is the accounting acquiree, and the Business Combination is accounted for as a reverse capitalization.
All debts, liabilities and duties of Marti and the Company have become the debts, liabilities and duties of New Marti, as defined by the
Business Combination Agreement.













The Business Combination Agreement
provided that:



| | · | on the day prior to the closing date of the Merger (the “Closing Date” and such closing, the
 “Closing”), (a) each then issued, outstanding and unexercised warrant (a “Marti Warrant”) to purchase shares of
Marti Preferred Stock (as defined below) would be exchanged on a cashless basis for shares of Marti’s Preferred Stock, par value
$0.00001 per share (“Marti Preferred Stock”), designated as Marti SeriesA1 Preferred Stock, Marti Series A-2 Preferred Stock,
Marti Series A 3 Preferred Stock, Marti SeriesB1 Preferred Stock, Marti Series B-2 Preferred Stock or Marti Series B 3 Preferred Stock
in the Amended and Restated Certificate of Incorporation of Marti (the “Marti Charter”), in each case in accordance with the
applicable provisions of such Marti Warrant, and, immediately thereafter, (b) each then outstanding share of Marti Preferred Stock (including
the Marti Warrants converted to Marti Preferred Stock pursuant to clause (a)) would automatically convert into a number of shares of common
stock, par value $0.00001 per share, of Marti (“Marti Common Stock), at the then-effective conversion rate as calculated pursuant
to the Marti Charter (the “Conversion”);
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | on the Closing Date of the Merger immediately before the effective time of the Merger (the “Effective
Time”), in accordance with the Amended and Restated Memorandum and Articles of Association of the Company (the “Existing Articles
of Association”), each then outstanding Class B ordinary share, par value $0.0001 per share, of the Company (“Founder Shares”)
would be converted, on a one-for-one basis, into a Class A ordinary share, par value $0.00001 per share, of the Company (the “Class
A Ordinary Shares”); and
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | at the Effective Time, (a) each then outstanding share of Marti Common Stock (including shares of Marti Common
Stock resulting from the Conversion, but excluding unvested restricted shares of Marti Common Stock (such shares, “Marti Restricted
Stock”)) would be cancelled and converted into the right to receive (1) a number of Class A Ordinary Shares equal to the applicable
exchange ratio (determined in accordance with the Business Combination Agreement and as further described in the Proxy Statement/Prospectus),
and (2) the contingent right to receive certain earnout shares; (b) each outstanding and unexercised option of Marti (a “Marti Option”),
whether or not vested, would be converted into (1) an option exercisable for a number of Class A Ordinary Shares, based on the exchange
ratio (determined in accordance with the Business Combination Agreement and as further described in the Proxy Statement/Prospectus) and
(2) the contingent right to receive certain earnout shares; and (c) each outstanding award of Marti Restricted Stock would be converted
into (1) an award covering restricted Class A Ordinary Shares based on the exchange ratio (determined in accordance with the Business
Combination Agreement and as further described in the Proxy Statement/ Prospectus) and (2) the contingent right to receive certain earnout
shares.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Ownership



Pursuant
to the Existing Articles of Association, the Company’s public shareholders were offered the opportunity to redeem, upon closing
of the Business Combination, the Company’s Class A Ordinary Shares held by them for cash equal to their pro rata share of the aggregate
amount on deposit in the Trust Account. The unaudited pro forma condensed combined financial statements reflect the actual redemption
of 13,750,487 shares of the Company’s Class A Ordinary Shares at approximately $10.58 per share.













The following summarizes the pro forma number of
the Company’s Class A Ordinary Shares issued and outstanding at the Closing Date:





|                              |  | Number of Shares |            |  | % Ownership | 
|----------------------------- |  | ---------------- | ---------- |  | ----------- | 
|Existing Marti shareholders   |  |                  | 44,356,333 |  |             | 
|Class B Ordinary shareholders |  |                  | 3,593,750  |  |             | 
|Public shareholders           |  |                  | 624,516    |  |             | 
|Total                         |  |                  | 48,574,596 |  |             | 



Accounting for the Business
Combination



The Business Combination is accounted
for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, the Company has been treated as the “acquired”
company for financial reporting purposes. This determination was primarily based on the Marti equity holders having a relative majority
of the voting power of the Company. Accordingly, for accounting purposes, the financial statements of the combined entity represent a
continuation of the financial statements of Marti with the acquisition being treated as the equivalent of Marti issuing stock for the
net assets of the Company, accompanied by a recapitalization. The net assets of the Company are stated at fair value, with no goodwill
or other intangible assets recorded.



Basis of Pro Forma presentation



The historical financial information
has been adjusted to give pro forma effect to the transaction accounting required for the Business Combination. The adjustments in the
unaudited pro forma condensed combined financial information have been identified and presented to provide relevant information necessary
for an accurate understanding of the combined entity upon the Closing.



The unaudited pro forma condensed
combined financial information is for illustrative purposes only. The financial results may have been different had the companies always
been combined. You should not rely on the unaudited pro forma condensed combined financial information as being indicative of the historical
results that would have been achieved had the companies always been combined or the future results that the combined entity will experience.
Marti and the Company did not have any historical relationship prior to the Business Combination. Accordingly, no pro forma adjustments
were required to eliminate activities between the companies.



The unaudited pro forma condensed
combined information has been prepared based on the fact that the Company’s shareholders exercised their redemption rights with
respect to 13,750,487 Class A Ordinary Shares of the Company (at a redemption price of approximately $10.58 per share).



Accounting policies



Upon consummation of the Business
Combination, management will perform a comprehensive review of the Company’s and Marti’s accounting policies. As a result
of the review, management may identify differences between the accounting policies of the two entities which, when conformed, could have
a material impact on the financial statements of the post-combination company. Based on its initial analysis, management did not identify
any differences that would have a material impact on the unaudited pro forma condensed combined financial information.













Unaudited Pro Forma Condensed Combined
Balance Sheet
as of December 31, 2022
(in thousands)



|(in thousands)                        |  | Marti  (Historical) |        |  | Galata  (Historical) |  |         | Pro Forma  Adjustments (*) |  |  | Reference |   |  | Pro Forma  Combined | 
|------------------------------------- |  | ------------------- | ------ |  | -------------------- |  | ------- | -------------------------- |  |  | --------- | - |  | ------------------- | 
|ASSETS                                |  |                     |        |  |                      |  |         |                            |  |  |           |   |  |                     | 
|Current assets                        |  |                     |        |  |                      |  |         |                            |  |  |           |   |  |                     | 
|Cash and cash equivalents             |  |                     | 10,498 |  |                      |  | 252     |                            |  |  | 36,064    |   |  | 1a, 1b, 1c, 1d, 1e  | 
|Accounts receivable, net              |  |                     | 375    |  |                      |  | —       |                            |  |  | —         |   |  |                     | 
|Inventories                           |  |                     | 3,332  |  |                      |  | —       |                            |  |  | —         |   |  |                     | 
|Right of use assets                   |  |                     | 2,683  |  |                      |  | —       |                            |  |  | —         |   |  |                     | 
|Other current assets                  |  |                     | 3,566  |  |                      |  | 71      |                            |  |  | (71       | ) |  | 2                   | 
|– VAT receivables                     |  |                     | 3,135  |  |                      |  | —       |                            |  |  | —         |   |  |                     | 
|– Other                               |  |                     | 431    |  |                      |  | 71      |                            |  |  | —         |   |  | 2                   | 
|Total current assets                  |  |                     | 20,454 |  |                      |  | 323     |                            |  |  | 35,993    |   |  |                     | 
|Non-current assets                    |  |                     |        |  |                      |  |         |                            |  |  |           |   |  |                     | 
|Property, equipment and deposits, net |  |                     | 19,423 |  |                      |  | —       |                            |  |  | —         |   |  |                     | 
|Right of use assets                   |  |                     | 841    |  |                      |  | —       |                            |  |  | —         |   |  |                     | 
|Intangible assets                     |  |                     | 160    |  |                      |  | —       |                            |  |  | —         |   |  |                     | 
|Prepaid expenses                      |  |                     | —      |  |                      |  | —       |                            |  |  | —         |   |  |                     | 
|Investment in trust account           |  |                     | —      |  |                      |  | 148,745 |                            |  |  | (152,095  | ) |  | 3a, 1c              | 
|Total non-current assets              |  |                     | 20,424 |  |                      |  | 148,745 |                            |  |  | (152,095  | ) |  |                     | 
|Total assets                          |  |                     | 40,878 |  |                      |  | 149,068 |                            |  |  | (116,102  | ) |  |                     | 













|(in thousands)                                                                                                    |  | Marti  (Historical) |        |  | Galata  (Historical) |  |         | Pro Forma  Adjustments (*) |  |  | Reference |   |  | Pro Forma  Combined | 
|----------------------------------------------------------------------------------------------------------------- |  | ------------------- | ------ |  | -------------------- |  | ------- | -------------------------- |  |  | --------- | - |  | ------------------- | 
|LIABILITIES AND STOCKHOLDERS’ EQUITY                                                                              |  |                     |        |  |                      |  |         |                            |  |  |           |   |  |                     | 
|Current liabilities                                                                                               |  |                     |        |  |                      |  |         |                            |  |  |           |   |  |                     | 
|Short-term financial liabilities, net                                                                             |  |                     | 7,294  |  |                      |  | —       |                            |  |  | —         |   |  |                     | 
|Lease liabilities                                                                                                 |  |                     | 2,153  |  |                      |  | —       |                            |  |  | —         |   |  |                     | 
|Accounts payable                                                                                                  |  |                     | 3,574  |  |                      |  | —       |                            |  |  | —         |   |  |                     | 
|Deferred revenue                                                                                                  |  |                     | 1,328  |  |                      |  | —       |                            |  |  | —         |   |  |                     | 
|Accrued expenses and other current liabilities                                                                    |  |                     | 1,518  |  |                      |  | 3,154   |                            |  |  | (3,154    | ) |  | 4                   | 
|Total current liabilities                                                                                         |  |                     | 15,867 |  |                      |  | 3,154   |                            |  |  | (3,154    | ) |  |                     | 
|Non-current liabilities                                                                                           |  |                     |        |  |                      |  |         |                            |  |  |           |   |  |                     | 
|Long-term financial liabilities, net                                                                              |  |                     | 16,380 |  |                      |  | —       |                            |  |  | 43,000    |   |  | 1a                  | 
|Lease liabilities                                                                                                 |  |                     | 674    |  |                      |  | —       |                            |  |  | —         |   |  |                     | 
|Other non-current liabilities                                                                                     |  |                     | 357    |  |                      |  | —       |                            |  |  | —         |   |  |                     | 
|Deferred underwriting commission                                                                                  |  |                     | —      |  |                      |  | 5,031   |                            |  |  | (5,031    | ) |  | 1d                  | 
|Total non-current liabilities                                                                                     |  |                     | 17,411 |  |                      |  | 5,031   |                            |  |  | 37,969    |   |  |                     | 
|Total liabilities                                                                                                 |  |                     | 33,278 |  |                      |  | 8,185   |                            |  |  | 34,815    |   |  |                     | 
|Stockholders’ equity                                                                                              |  |                     |        |  |                      |  |         |                            |  |  |           |   |  |                     | 
|Common stock                                                                                                      |  |                     | —      |  |                      |  | —       |                            |  |  | —         |   |  |                     | 
|Class A ordinary shares subject to possible redemption; 14,375,000 shares (at $10.15 and $10.00 per share)        |  |                     | —      |  |                      |  | 145,870 |                            |  |  | (106,928  | ) |  | 3a, 5               | 
|Class B ordinary shares, $0.0001 par value, 20,000,000 shares authorized, 3,593,750 shares issued and outstanding |  |                     | —      |  |                      |  | —       |                            |  |  | —         |   |  |                     | 













|(in thousands)                                                                                                                                                           |  | Marti  (Historical) |         |   | Galata  (Historical) |  |         | Pro Forma  Adjustments (*) |  |  | Reference |   |  | Pro Forma  Combined | 
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ------------------- | ------- | - | -------------------- |  | ------- | -------------------------- |  |  | --------- | - |  | ------------------- | 
|Preferred stock series A (Series A Preferred stock, $0.00001 par value 10,076,873 shares authorized and; 10,076,873 shares issued and outstanding at December 31, 2022)  |  |                     | 12,723  |   |                      |  | —       |                            |  |  | —         |   |  |                     | 
|Preferred stock series B (Series B Preferred stock, $0.00001 par value; 12,144,020 shares authorized and; 11,985,282 shares issued and outstanding at December 31, 2022) |  |                     | 38,559  |   |                      |  | —       |                            |  |  | (38,559   | ) |  | 5                   | 
|Additional paid in capital                                                                                                                                               |  |                     | 3,059   |   |                      |  | —       |                            |  |  | —         |   |  |                     | 
|Accumulated other comprehensive loss                                                                                                                                     |  |                     | (7,558  | ) |                      |  | —       |                            |  |  | —         |   |  |                     | 
|Accumulated deficit                                                                                                                                                      |  |                     | (39,183 | ) |                      |  | (4,987  | )                          |  |  | (5,430    | ) |  | 2, 4, 1e            | 
|Total stockholders’ equity                                                                                                                                               |  |                     | 7,600   |   |                      |  | 140,883 |                            |  |  | (150,917  | ) |  |                     | 
|Total liabilities and stockholders’ equity                                                                                                                               |  |                     | 40,878  |   |                      |  | 149,068 |                            |  |  | (116,102  | ) |  |                     | 










| | (*) | Pro forma adjustments are computed assuming the transaction was consummated on the date of the latest
balance sheet (December 31, 2022) included in the filing.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------













Unaudited Pro Forma Condensed Combined
Statement of Operations
For the year ended December 31, 2022
(in thousands)



|                                                    |  |                     |         |   |                      |  |        |                            | 
|--------------------------------------------------- |  | ------------------- | ------- | - | -------------------- |  | ------ | -------------------------- | 
|(in thousands)                                      |  | Marti  (Historical) |         |   | Galata  (Historical) |  |        | Pro Forma  Adjustments (*) | 
|Revenue                                             |  |                     | 24,988  |   |                      |  | —      |                            | 
|Cost of revenues                                    |  |                     | (27,093 | ) |                      |  | —      |                            | 
|Gross profit                                        |  |                     | (2,105  | ) |                      |  | —      |                            | 
|Operating expenses:                                 |  |                     |         |   |                      |  |        |                            | 
|Research and development expenses                   |  |                     | (1,878  | ) |                      |  | —      |                            | 
|General and administrative expenses                 |  |                     | (9,041  | ) |                      |  | (2,952 | )                          | 
|Selling and marketing expenses                      |  |                     | (1,646  | ) |                      |  | —      |                            | 
|Other income                                        |  |                     | 186     |   |                      |  | —      |                            | 
|Other expenses                                      |  |                     | (397    | ) |                      |  | —      |                            | 
|Total operating expenses                            |  |                     | (12,776 | ) |                      |  | (2,952 | )                          | 
|Loss from operations                                |  |                     | (14,881 | ) |                      |  | (2,952 | )                          | 
|Financial income                                    |  |                     | 2,567   |   |                      |  | 2,115  |                            | 
|Financial expense                                   |  |                     | (1,932  | ) |                      |  | —      |                            | 
|Loss before income taxes                            |  |                     | (14,246 | ) |                      |  | (837   | )                          | 
|Income tax expense                                  |  |                     | —       |   |                      |  | —      |                            | 
|Net loss                                            |  |                     | (14,246 | ) |                      |  | (837   | )                          | 
|Other comprehensive loss                            |  |                     |         |   |                      |  |        |                            | 
|Changes in foreign currency translation adjustments |  |                     | (337    | ) |                      |  | —      |                            | 
|Total comprehensive loss                            |  |                     | (14,583 | ) |                      |  | (837   | )                          | 










| | (*) | Pro forma adjustments are computed assuming the transaction was consummated on January 1, 2022.
| | --- | -----------------------------------------------------------------------------------------------













NOTES
TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION



1. Basis of Presentation



The pro forma adjustments have
been prepared as if the Business Combination had been consummated on December 31, 2022 in the case of the unaudited pro forma condensed
combined balance sheet, and on January 1, 2022, the beginning of the earliest period presented, in the case of the unaudited pro forma
condensed combined statements of operations.



The unaudited pro forma condensed
combined financial information has been prepared assuming the following methods of accounting in accordance with GAAP.



The Business Combination is accounted
for as a reverse recapitalization in accordance with GAAP. Accordingly, for accounting purposes, the financial statements of the combined
entity represent a continuation of the financial statements of Marti with the acquisition being treated as the equivalent of Marti issuing
stock for the net assets of the Company, accompanied by a recapitalization. The net assets of the Company are stated at fair value, with
no goodwill or other intangible assets recorded.



The unaudited pro forma condensed
combined financial information is based upon and should be read in conjunction with the audited historical financial statements of each
of Marti and the Company as of and for the year ended December 31, 2022, and the related notes thereto, included in the Proxy Statement/Prospectus
and incorporated herein by reference; and



The unaudited pro forma condensed
combined financial information does not give effect to any synergies, operating efficiencies, tax savings or cost savings that may be
associated with the Business Combination and related transactions.



The unaudited pro forma condensed
combined financial information does not give effect to any income tax benefit associated with the pro forma adjustments as such pro forma
adjustments result in the generation of additional net operating losses offset by a full valuation allowance recorded on such net operating
losses as it is more-likely than-not that the net operating losses will not be utilized.



The pro forma adjustments reflecting
the completion of the Business Combination and related transactions are based on currently available information and assumptions and methodologies
that management believes are reasonable under the circumstances. The pro forma adjustments, which are described in the accompanying notes,
may be revised as additional information becomes available and is evaluated. Therefore, it is likely that the actual adjustments will
differ from the pro forma adjustments and it is possible the difference may be material. Management believes that its assumptions and
methodologies provide a reasonable basis for presenting all of the significant effects of the Business Combination and related transactions
based on information available to management at the current time and that the pro forma adjustments give appropriate effect to those assumptions
and are properly applied in the unaudited pro forma condensed combined financial information.



The unaudited pro forma condensed
combined financial information is not necessarily indicative of what the actual results of operations and financial position would have
been had the Business Combination and related transactions taken place on the dates indicated, nor are they indicative of the future consolidated
results of operations or financial position of the post-combination company. They should be read in conjunction with the historical financial
statements and notes thereto of Marti and the Company.



One-time direct and incremental
transaction costs anticipated to be incurred prior to, or concurrent with, the Closing are reflected in the unaudited pro forma condensed
combined balance sheet as a direct reduction to the combined entity’s additional paid-in capital and are assumed to be cash settled.
One-time non-recurring charges anticipated to be recorded prior to, or concurrent with, the Closing are reflected in the unaudited pro
forma condensed combined balance sheet as an increase to the combined entity’s accumulated deficit and are included in the unaudited
pro forma condensed combined statement of operations for the years ended December 31, 2022.













2. Adjustments and Assumptions
to the Unaudited Pro Forma Condensed Combined Balance Sheet as of December 31, 2022



The adjustments included in the
unaudited pro forma condensed combined balance sheet as of December 31, 2022 are as follows:



1.Represents adjustments for 1a) Represents the net proceeds of $35,500,000 from the PIPE financing. The entire amount is recorded
as long term liabilities as none of the convertible notes will be converted into equity within one year subsequent to the closing. The
key terms of the PIPE financing include a convertible debt instrument that features 10% cash interest, 5% PIK interest, and a five year
maturity that begins upon the closing. Following the $10.00 listing price, the PIPE features an equity conversion price of the lower of
$11.50 per share and a 15% premium to the volume weighted average trading price in the 20 days 12 months post-listing, to be no lower
than $5.75 per share. The convertible note holders have a pledge over the documents, general intangibles, intellectual property, investment
property, and books and records of the Company. The indenture is a registered and publicly tradeable instrument with a secondary market; 1b)
Pre-fund Notes proceeds amounting to $17,500,000 after January 1, 2023; 1c) Net trust balance after redemptions (representing 624,513
Class A Ordinary Shares at approximately $10.58 per share) amounting to $6,607,655; 1d) Deferred underwriting fees amounting to $5,031,000
paid at closing; 1e) Represents transaction costs of $8,513,100 incurred concurrent with the Closing, which in total amount to $36,063,555.



2.Represents adjustments for liquidation of prepaid expenses.



3.Represents the adjustment to investment in trust account due to 3a) Redemption amount of $145,486,924 in Trust Account Balance
as of the Redemption Date (13,750,487 Class A Ordinary Shares) from equity, 1c) reclassification of Net Trust Balance after shareholder
redemptions (representing 624,513 Class A Ordinary Shares) amounting to $6,607,655 into cash and equivalents, 1d) which in total amounting
to $152,094,579.



4.Represents the extinguishment of the Company's accrued expenses, resulting in payment of expense accruals due to the Merger.



5.Represents
conversion of each issued and outstanding share of the Company’s Preferred Stock on the Closing Date into a number of Class A
Ordinary Shares of new Marti Common Stock.



3. Adjustments and Assumptions
to the Unaudited Pro Forma Condensed Combined Statement of Operations for the year ended December 31, 2022



The adjustments included in the
unaudited pro forma condensed combined statement of operations for the year ended December 31, 2022 are as follows:



7.                   Represents
the adjustment to net-off general and administrative expenses not related to the issuance of debt with net assets.



8.                   Represents
the removal of interest earned on marketable securities held in the trust account.



1e.                 Represents the transaction
costs of $8,513,100 incurred prior to/or concurrent with the Closing.