Form 4 - Statement of changes in beneficial ownership of securities

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Chafets Shmuel

(Last)

(First)

(Middle)

PO BOX 10176, GOVERNOR'S SQUARE, 23

LIME TREE BAY AVENUE

(Street)

GRAND CAYMAN

KY1-1002

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Target Global Acquisition I Corp. [ TGAA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
11/29/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A ordinary shares	11/29/2023		J⁽¹⁾		25,000	D	⁽¹⁾⁽²⁾	5,047,415	I	By Target Global Sponsor Ltd.⁽³⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B ordinary shares	⁽¹⁾⁽²⁾	11/29/2023		J⁽¹⁾		25,000		⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	Class A ordinary shares	25,000	$0	25,000	I	By Target Global Sponsor Ltd.⁽³⁾

Explanation of Responses:

1. On November 29, 2023, Target Global Sponsor Ltd., a Cayman Islands exempt company ("Sponsor"), entered into a Securities Exchange Agreement with the Issuer and Michael Abbott ("Abbott") pursuant to which Sponsor transferred and assigned 25,000 Class A ordinary shares to Abbott in exchange for 25,000 Class B ordinary shares in transactions occurring simultaneously.

2. The Class B ordinary shares are convertible into Class A ordinary shares on a one-for-one basis: (a) at any time and from time to time at the option of the holder, including (for the avoidance of doubt) at any time prior to the consummation of a business combination; or (b) automatically on the day of the consummation of a business combination. The shares do not have any expiration date.

3. Sponsor is the sponsor of the Issuer. Sponsor is controlled by Shmuel Chafets and Yaron Valler, who have voting and investment discretion in respect of the ordinary shares held by Sponsor and may be deemed to have shared beneficial ownership of such ordinary shares. Each of Shmuel Chafets and Yaron Valler disclaims beneficial ownership of the shares held by Sponsor except to the extent of his pecuniary interest therein, directly or indirectly.

	/s/ Heiko Dimmerling, as Attorney-in-Fact for Shmuel Chafets	12/01/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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