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Marti Technologies, Inc. (MRT): Amendment No. 2 to Schedule 13D was filed by Sumed Equity Ltd, BECO Booster Fund II, L.P., BECO Booster Fund II GP, LLC, Yousef Hammad, and Dany Farha to correct and update their beneficial ownership disclosures of Class A Ordinary Shares.
Reported holdings include: Sumed Equity Ltd 8,063,869 shares (10.3%); BECO Booster Fund II, L.P. 8,063,869 (10.3%); BECO Booster Fund II GP, LLC 8,099,981 (10.3%); Yousef Hammad 8,211,131 (10.5%); and Dany Farha 8,099,981 (10.3%). Percentages are based on 77,708,475 shares outstanding as of June 30, 2025, plus 799,235 shares assumed issuable upon conversion of a Sumed-held note at $1.65 per share.
Sumed received 7,877,922 shares at the July 10, 2023 business combination and holds an earn-out right for 1,459,637 shares contingent on a $20.00 price trigger before July 10, 2028. As of the filing, Sumed also holds a senior convertible note with $1,318,738 principal. On May 21, 2025, 661,848 shares were distributed in kind to beneficial owners. The reporting persons state investment intent and may buy or sell shares; they expressly disclaim group status and certain beneficial ownership.
Marti Technologies, Inc. furnished a Form 6-K announcing it has expanded its service offerings to include package deliveries. The company disclosed this update via a press release attached as Exhibit 99.1, dated October 27, 2025.
The filing is informational and reflects a strategic broadening of Marti’s operations into delivery services. The press release was furnished to provide details of the new offering.
Schedule 13D/A Amendment No. 1 for Marti Technologies, Inc. ("MRT") discloses the updated share ownership of a group of related investment entities and individuals associated with BECO Capital.
The filing identifies five reporting persons: (1) Sumed Equity Ltd (British Virgin Islands), (2) BECO Booster Fund II, L.P. (Cayman Islands), (3) BECO Booster Fund II GP, LLC (Cayman Islands), and the two managing individuals (4) Yousef Hammad (Saudi Arabia) and (5) Dany Farha (United Arab Emirates). Collectively, the group reports beneficial ownership of 7,320,607 Class A Ordinary Shares.
- Voting & Dispositive Power: Each reporting person claims shared voting and dispositive power over the full 7.28–7.32 million shares; none reports sole power.
- Ownership Structure: 7,167,512 shares are held directly by Sumed Equity Ltd; 36,112 shares are held directly by BECO Booster Fund II GP, LLC. The balance derives from the assumed conversion of a convertible note held by Sumed Equity Ltd at US$11.00 per share.
- Percentage of Class: The holdings represent ≈ 9.5 %–9.6 % of the issuer’s 76,244,359 Class A shares outstanding as of 26 June 2025 (per the issuer’s 20-F dated 29 Mar 2025).
- Filing Trigger: The material event date is 29 Mar 2025. This amendment restates the original Schedule 13D filed on 10 Jul 2023.
The amendment confirms that the BECO-affiliated entities remain significant minority shareholders, reinforces their coordinated status as a “group,” and clarifies the potential dilution from conversion of the associated note.
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