Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):

July 17, 2023 (July 11, 2023)

TARGET GLOBAL ACQUISITION I CORP.

(Exact name of registrant as specified in its charter)

Cayman Islands

001-41135

N/A

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

‎PO Box 10176

Governor’s Square 23

Lime Tree Bay Avenue, Grand Cayman

KY1-1102,

Cayman Islands

KY1-1102

(Address of Principal Executive Offices)

(Zip Code)

(Registrant’s telephone number, including area code): +1 345 814 5772

N/A

‎(Former name or former address, if changed since last report)‎

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)‎

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)‎

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))‎

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))‎

Securities registered pursuant to Section 12(b) of the Act:‎

Title of each class	Trading Symbol(s)‎	Name of each exchange on which ‎registered
Class A ordinary shares, par value $0.0001 per share	TGAA	The Nasdaq Stock Market LLC
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50	TGAAW	The Nasdaq Stock Market LLC
Units, each consisting of one Class A ordinary share and one-third of one redeemable warrant	‎‎TGAAU	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 ‎‎(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).‎

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for ‎complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 3.02 Unregistered Sales of Equity Securities.

On July 11, 2023, Target Global Acquisition I Corp. (the “Company”) issued an aggregate of 5,347,415 Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), to Target Global Sponsor Ltd., and certain directors and officers of the Company (each, a “Holder”, together the “Holders”), upon the conversion (the “Conversion”) of an equal number of the Company’s Class B ordinary shares, par value $0.0001 per share (“Class B Ordinary Shares”), held by the Holders.

The 5,347,415 Class A Ordinary Shares issued in connection with the Conversion are subject to the same restrictions as applied to the Class B Ordinary Shares before the Conversion, including, among other things, (i) certain transfer restrictions, (ii) waiver of redemption rights, (iii) waiver of rights to receive liquidating distributions from the Company’s trust account and (iv) the obligation to vote in favor of an initial business combination as described in the prospectus for the Company’s initial public offering. In addition, following the Conversion, certain additional restrictions pursuant to Regulation S of the Securities Act of 1933, as amended ("the “Securities Act") apply to the Class A Ordinary Shares of the Holders.

Following the Conversion, there are 9,734,935 Class A Ordinary Shares and 25,000 Class B Ordinary Shares issued and outstanding. As a result of the Conversion, the Holders hold 54.9% of the outstanding Class A Ordinary Shares.

The issuance of the Class A Ordinary Shares upon the Conversion has not been registered under the Securities Act, in reliance on the exemption from registration provided by Regulation S thereof.

Item 7.01 Regulation FD Disclosure.

The disclosure set forth above in Item 3.02 of this Current Report on Form 8-K is incorporated by reference in this Item 7.01.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Target Global Acquisition I Corp.

Date: July 17, 2023	By:	/s/ Shmuel Chafets
		Name:	Shmuel Chafets
		Title:	Chief Executive Officer

Cover	Jul. 11, 2023
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jul. 11, 2023
Entity File Number	001-41135
Entity Registrant Name	TARGET GLOBAL ACQUISITION I CORP.
Entity Central Index Key	0001847355
Entity Tax Identification Number	00-0000000
Entity Incorporation, State or Country Code	E9
Entity Address, Address Line One	PO Box 10176
Entity Address, Address Line Two	Governor’s Square 23
Entity Address, City or Town	Lime Tree Bay Avenue
Entity Address, Country	KY
Entity Address, Postal Zip Code	KY1-1102
Country Region	1
City Area Code	345
Local Phone Number	814 5772
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Entity Address, Region	Grand Cayman
Class A ordinary shares, par value $0.0001 per share
Title of 12(b) Security	Class A ordinary shares, par value $0.0001 per share
Trading Symbol	TGAA
Security Exchange Name	NASDAQ
Redeemable warrants, each whole warrant
Title of 12(b) Security	Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50
Trading Symbol	TGAAW
Security Exchange Name	NASDAQ
Units, each consisting of one Class A ordinary share
Title of 12(b) Security	Units, each consisting of one Class A ordinary share and one-third of one redeemable warrant
Trading Symbol	TGAAU
Security Exchange Name	NASDAQ