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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):

May 31, 2024

 

 

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 31, 2024, Shmuel Chafets informed Target Global Acquisition I Corp. (the “Company”) of his decision to resign as Chief Executive Officer (“CEO”) of the Company, effective immediately. Mr. Chafets’ resignation was voluntary and not the result of any disagreement with the operations, policies or practices of the Company. Mr. Chafets shall continue to serve as a director of the Company.

On May 31, 2024, Yaron Valler informed the Company of his decision to resign as Chief Investment Officer of the Company, effective immediately. Mr. Valler’s resignation was voluntary and not the result of any disagreement with the operations, policies or practices of the Company.

On May 31, 2024, the board of directors of the Company appointed Mr. Michael Minnick as CEO of the Company, effective immediately.

Michael Minnick, 58, is a Co-Founder and has been a Managing Partner at IIG Holdings since 2014 and the managing member of CIIG Management III LLC (“CIIG III”) since its inception. Mr. Minnick serves as the Chief Executive Officer of the Company effective May 31, 2024. Since January 2023, Mr. Minnick has served as the Chief Executive Officer and since March 2024, the principal financial and accounting officer of Crown Proptech Acquisitions, a special purpose acquisition company. Mr. Minnick served as co-chief executive officer and a director of CIIG Capital Partners II, Inc. (now known as Zapp Electric Vehicles, Inc.)(“CIIG”) from February 2021 until April 2023 when CIIG completed its initial business combination with Zapp Electric Vehicles Group Limited. Mr. Minnick served as the Chief Investment Officer of CIIG Merger Corp. (“CIIC”) from December 2019 to March 2021 when CIIC closed its initial business combination with Arrival Group. Mr. Minnick has also served as a Director, Co-Founder and Managing Partner of Opus Music Group Investments, LLC since December 2021. From 2019 until March 2021, he was Chief Investment Officer and director of CIIC. Prior to forming IIG Holdings, he was a Co-Founder and Senior Managing Director of Interlink Investment Group, from 2012 to 2014. Mr. Minnick has experience in more than $190 billion in transaction volume, including advisory and debt and equity capital executions at JPMorgan Chase & Co. (NYSE:JPM) and The Royal Bank of Scotland Group plc (NYSE:RBS), or RBS. Mr. Minnick served in various capacities at RBS, from 2004 to 2011, culminating in his service as a Managing Director and Head of Corporate Finance in the Telecom, Media & Technology Group. From 2003 to 2004, Mr. Minnick was the Founder and Chief Executive Officer of Traffic Networks, a startup that developed mobile and online real-time traffic information for the New York Metropolitan markets. From 1996 to 2002, Mr. Minnick served in different positions within Investment Banking at JPMorgan Chase & Co. including the Telecom, Media & Technology Group and the Global Syndicated Finance Group. Prior to joining JPMorgan Chase & Co., Mr. Minnick was an Associate at The Bank of Nova Scotia in the Corporate Finance and Syndications division from 1994 to 1996. Mr. Minnick began his career at AT&T (NYSE:T) where he served in several analyst capacities from 1989 to 1992, including as a Financial Analyst in the Market Analysis & Forecasting Division for Business Communications Services within the Chief Financial Officer division. From 2012 to 2019, he served as a Director of Paystar Inc., a privately-held FinTech company. Mr. Minnick received a M.B.A. from Cornell University and a B.A. from The University of St. Thomas.

Additionally, in connection with this appointment, Mr. Minnick entered into an indemnity agreement and an insider letter (the “Purchaser Insider Letter”) with the Company attached hereto as Exhibit 99.1. CIIG III entered into an identical Purchaser Insider Letter. The indemnity agreement and Purchaser Insider Letter are similar to the indemnity agreements and insider letters that the directors and officers of the Company entered into at the time of the Company’s initial public offering provided however the Lock-Up period definition in the Purchaser Insider Letter was amended with the consent of the Company and the other parties in accordance with the terms of the insider letter as more fully described in Exhibit 99.1.

CIIG III also entered into that certain joinder agreement to the Registration and Shareholder Rights Agreement, as amended as described in further detail below.

Other than the foregoing, Mr. Minnick is not party to any arrangement or understanding with any person pursuant to which he was appointed as CEO of the Company, nor is either party to any transactions required to be disclosed under Item 404(a) of Regulation S-K involving the Company.


Item 8.01 Other Events

On May 31, 2024, CIIG III entered into a Securities Assignment Agreement (the “Assignment Agreement”), by and between Target Global Sponsor Ltd. (the “Sponsor”), the Company and CIIG III, whereby the Sponsor sold, transferred and assigned 3,533,191 Class A ordinary shares of the Company and 17,500 Class B ordinary shares of the Company. In connection with entry into the Assignment Agreement, CIIG III entered into a Purchaser Insider Letter and a joinder agreement to the Registration and Shareholder Rights Agreement, as amended entered into by the Sponsor in connection with the Company’s initial public offering. A copy of the Assignment Agreement is attached hereto as Exhibit 99.2.

In connection with the Purchaser Insider Letter, the Company, Sponsor and other parties to the IPO Insider Letter executed a waiver and amendment modifying section 9(a) of the Lockup Period definition and the Sponsor and each Insider agreed to vote any ordinary shares owned by them in favor of any amendment to modify or extend the time to complete a proposed Business Combination in favor of such related proposals recommended by the Board of Directors. A copy of the waiver is attached hereto as Exhibit 99.3. Additionally, the Company and the Sponsor and other signatories thereto will execute an amendment to the Registration Rights Agreement (the “Amendment to the Registration Rights Agreement”) to amend the definition of “Founder Shares Lock-up Period” in the agreement. A copy of the form of Amendment to the Registration Rights Agreement is attached hereto as Exhibit 99.4.

The information furnished with this Item 8.01, including Exhibits 99.1, 99.2, 99.3 and 99.4 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act, except as expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit
Number
  

Description

99.1    Letter Agreement, dated May 31, 2024, by and between Michael Minnick, CIIG Management III LLC and Target Global Acquisition I Corp.
99.2    Securities Assignment Agreement, dated May 31, 2024, by and among CIIG Management III LLC, Target Global Sponsor Ltd. and Target Global Acquisition I Corp.
99.3    Waiver and Amendment, dated May 31, 2024, to IPO Insider Letter by and among Target Global Acquisition I Corp. and the parties thereto
99.4    Form of Amendment to the Registration and Shareholder Rights Agreement, by and between Target Global Acquisition I Corp. and Target Global Sponsor Ltd. and other signatories thereto
104    Cover Page Interactive Data File (embedded within the Inline XBRL document)


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: May 31, 2024     By:  

/s/ Heiko Dimmerling

      Name:   Heiko Dimmerling
      Title:   Chief Financial Officer

Exhibit 99.1

Execution Version

May 31, 2024

Target Global Acquisition I Corp.

PO Box 10176, Governor’s Square,

23 Lime Tree Bay Avenue, Grand Cayman,

KY1-1002, Cayman Islands

 

Re:

Insider Letter

Ladies and Gentlemen:

This letter (this “Letter Agreement”) is being delivered to you in accordance with the Securities Assignment Agreement, dated May 30, 2024, among CIIG Management LLC (the “Purchaser”), the Target Global Sponsor Ltd. (the “Sponsor”) and Target Global Acquisition I Corp., a Cayman Islands exempted company (the “Company”). Certain capitalized terms used herein are defined in paragraph 13 hereof.

For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each of the Purchaser and the undersigned individuals, each of whom is, or will be, a member of the Company’s board of directors and/or management team or an employee of the Company (each of the undersigned individuals, an “Insider” and collectively, the “Insiders”), hereby agrees with the Company as follows:

 

  1.

RESERVED.

 

  2.

The Purchaser and each Insider agrees with the Company that if the Company seeks shareholder approval of a proposed Business Combination, then in connection with such proposed Business Combination, it, he or she shall (i) vote any Ordinary Shares (as defined below) owned by it, him or her in favor of any proposed Business Combination and (ii) not redeem any Ordinary Shares owned by it, him or her in connection with such shareholder approval. If the Company seeks to consummate a proposed Business Combination by engaging in a tender offer, the Purchaser and each Insider agrees that it, he or she will not sell or tender any Ordinary Shares owned by it, him or her in connection therewith.

 

  3.

The Purchaser and each Insider hereby agrees with the Company that in the event that the Company fails to consummate a Business Combination within 42 months from the closing of the Public Offering, or such later period approved by the Company’s shareholders in accordance with the Company’s amended and restated memorandum and articles of association (as it may be amended from time to time, the “Charter”), the Purchaser and each Insider shall take all reasonable steps to cause the Company to (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) business days thereafter, redeem 100% of the Class A Ordinary Shares sold as part of the Units in the Public Offering (the “Offering Shares”), at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account (as defined below), including interest earned on the funds held in the Trust Account (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Offering Shares, which redemption will completely extinguish all Public Shareholders’ (as defined below) rights as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject, in each case, to the Company’s obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law. The Purchaser and each Insider agrees to not propose any amendment to the Charter (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with its initial business combination or to redeem 100% of the Offering Shares if the Company does not complete a Business Combination within the required time period set forth in the Charter or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity, unless the Company provides its Public Shareholders with the opportunity to redeem their Offering Shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Offering Shares.


The Purchaser and each Insider acknowledges that it, he or she has no right, title, interest or claim of any kind in or to any monies held in the Trust Account or any other asset of the Company as a result of any liquidation of the Company with respect to the Founder Shares held by it, him or her. The Purchaser and each Insider hereby further waives, with respect to any Ordinary Shares held by it, him or her, if any, any redemption rights it, he or she may have in connection with (a) the consummation of a Business Combination, including, without limitation, any such rights available in the context of a shareholder vote to approve such Business Combination, or (b) a shareholder vote to approve an amendment to the Charter (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with its initial business combination or to redeem 100% of the Offering Shares if the Company has not consummated a Business Combination within the time period set forth in the Charter or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity or in the context of a tender offer made by the Company to purchase Offering Shares (although the Purchaser and the Insiders shall be entitled to redemption and liquidation rights with respect to any Offering Shares it or they hold if the Company fails to consummate a Business Combination within the time period set forth in the Charter). The undersigned acknowledges and agrees that there will be no distribution from the Trust Account with respect to any warrants, all rights of which will terminate on the Company’s liquidation.

 

  4.

The undersigned acknowledges and agrees that prior to entering into a definitive agreement for a Business Combination with a target business that is affiliated with the undersigned or any other Insiders of the Company or their affiliates, such transaction must be approved by a majority of the Company’s disinterested independent directors and the Company must obtain an opinion from an independent investment banking firm or an independent valuation or appraisal firm that such Business Combination is fair to the Company from a financial point of view.

 

  5.

During the period commencing on the effective date of the Underwriting Agreement and ending 180 days after such date, the Sponsor and each Insider shall not, without the prior written consent of the Underwriters, (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the Commission promulgated thereunder, with respect to, any Units, Ordinary Shares (including, but not limited to, Founder Shares), Warrants or any securities convertible into, or exercisable, or exchangeable for, Ordinary Shares (but excluding Units and Ordinary Shares purchased in the Public Offering or thereafter) owned by it, him or her, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Units, Ordinary Shares (including, but not limited to, Founder Shares), Warrants or any securities convertible into, or exercisable, or exchangeable for, Ordinary Shares owned by it, him or her, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (iii) publicly announce any intention to effect any transaction specified in clause (i) or (ii). The provisions of this paragraph will not apply if the release or waiver is effected solely to permit a transfer not for consideration and the transferee has agreed in writing to be bound by the same terms described in this Letter Agreement to the extent and for the duration that such terms remain in effect at the time of the transfer.

 

  6.

In the event of the liquidation of the Trust Account upon the failure of the Company to consummate its initial Business Combination within the time period set forth in the Charter, the Sponsor (the “Indemnitor”), which for purposes of clarification shall not extend to any other shareholders, members or managers of the Sponsor, or any of the other undersigned, agrees to indemnify and hold harmless the Company against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all legal or other expenses reasonably incurred in investigating, preparing or defending against any litigation, whether pending or threatened) to which the Company may become subject as a result of any claim by (i) any third party for services rendered or products sold to the Company or (ii) any prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or Business Combination agreement (a “Target”); provided,

 

2


  however, that such indemnification of the Company by the Indemnitor (x) shall apply only to the extent necessary to ensure that such claims by a third party or a Target do not reduce the amount of funds in the Trust Account to below the lesser of (i) $10.20 per Offering Share and (ii) the actual amount per Offering Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.20 per Offering Share is then held in the Trust Account due to reductions in the value of the trust assets, in each case, less taxes payable, (y) shall not apply to any claims by a third party or a Target which executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) and (z) shall not apply to any claims under the Company’s indemnity of the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended. In the event that any such executed waiver is deemed to be unenforceable against such third party, the Indemnitor shall not be responsible to the extent of any liability for such third party claims. The Indemnitor shall have the right to defend against any such claim with counsel of its choice reasonably satisfactory to the Company if, within 15 days following written receipt of notice of the claim to the Indemnitor, the Indemnitor notifies the Company in writing that it shall undertake such defense.

 

  7.

To the extent that the Underwriters do not exercise their over-allotment option to purchase up to an additional 3,000,000 Units within 45 days from the date of the Prospectus (and as further described in the Prospectus), the Sponsor agrees to forfeit, at no cost, a number of Founder Shares equal to 750,000 multiplied by a fraction, (i) the numerator of which is 3,000,000 minus the number of Units purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which is 3,000,000. The forfeiture will be adjusted to the extent that the over-allotment option is not exercised in full by the Underwriters so that the Founder Shares will represent an aggregate of 20% of the Company’s issued and outstanding Ordinary Shares after the Public Offering (not including Class A Ordinary Shares underlying the Warrants or Private Placement Warrants (as defined below)). The Initial Shareholders further agree that to the extent that the size of the Public Offering is increased or decreased, the Company will purchase or sell Units or effect a share repurchase or share capitalization, as applicable, immediately prior to the consummation of the Public Offering in such amount as to maintain the number of Founder Shares at 20% of the issued and outstanding Ordinary Shares upon the consummation of the Public Offering. In connection with such increase or decrease in the size of the Public Offering, then (A) the references to 3,000,000 in the numerator and denominator of the formula in the first sentence of this paragraph shall be changed to a number equal to 15% of the number of Class A Ordinary Shares included in the Units issued in the Public Offering and (B) the reference to 750,000 in the formula set forth in the first sentence of this paragraph shall be adjusted to such number of Founder Shares that the Sponsor would have to surrender to the Company in order for the number of Founder Shares to be equal to an aggregate of 20% of the Company’s issued and outstanding Ordinary Shares after the Public Offering (not including Class A Ordinary Shares underlying the Warrants or Private Placement Warrants).

 

  8.

The Purchaser and each Insider hereby agrees and acknowledges that: (i) the Underwriters and the Company would be irreparably injured in the event of a breach by such Purchaser or an Insider of its, his or her obligations under paragraphs 2, 3, 5, 6, 7, 9(a), 9(b) and 12, as applicable, of this Letter Agreement, (ii) monetary damages may not be an adequate remedy for such breach and (iii) the non-breaching party shall be entitled to injunctive relief, in addition to any other remedy that such party may have in law or in equity, in the event of such breach.

 

  9.

(a) The Purchaser agrees that it shall not Transfer:

 

   

50% of the Founder Shares (or any Class A Ordinary Shares issuable upon conversion thereof) until the completion of the Company’s initial Business Combination; and

 

   

50% of the Founder Shares and any Class A ordinary shares issuable upon conversion thereof held by the Purchaser shall not be transferred, assigned or sold except to certain permitted transferees unless and until the earlier to occur of (A) six (6) months after the completion of the Company’s initial Business Combination and (B) subsequent to the Company’s initial Business Combination if the last sale price of the ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share consolidations, share capitalizations, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination (the “Founder Shares Lock-up Period”).

 

3


(b) RESERVED.

(c) Notwithstanding the provisions set forth in paragraphs 9(a) and (b), Transfers of the Founder Shares, Private Placement Warrants, Working Capital Warrants, Extension Loan Warrants and the Class A Ordinary Shares underlying the Private Placement Warrants or the Founder Shares and that are held by the Purchaser, any Insider or any of their permitted transferees (that have complied with this paragraph 9(c)), are permitted (a) to the Company’s officers or directors, any affiliate or family member of any of the Company’s officers or directors, any affiliate of the Purchaser or to any members of the Purchaser or any affiliates of such members and funds and accounts advised by such members; (b) in the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of such individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement or in connection with the consummation of an initial Business Combination at prices no greater than the price at which the securities were originally purchased; (f) in the event of the Company’s liquidation prior to the completion of an initial Business Combination; (g) by virtue of the laws of the Cayman Islands or the Purchaser’s limited liability company agreement upon dissolution of the Purchaser; or (h) in the event of the Company’s liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property subsequent to the Company’s completion of an initial Business Combination; provided, however, that in the case of clauses (a) through (e) or (g), these permitted transferees must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions herein and the other restrictions contained in this Agreement (including provisions relating to voting, the Trust Account and liquidating distributions).

 

  10.

Each of the Insiders who is or is nominated to be a director or officer of the Company agrees to serve in such capacity until the earlier of the consummation by the Company of an initial Business Combination, the liquidation of the Company, or his or her removal, death or incapacity. The Purchaser and each Insider represents and warrants that it, he or she has never been suspended or expelled from membership in any securities or commodities exchange or association or had a securities or commodities license or registration denied, suspended or revoked. For each Insider who is or is nominated to be a director or officer of the Company, such Insider’s biographical information furnished to the Company (including any such information included in the Prospectus) is true and accurate in all material respects and does not omit any material information with respect to the Insider’s background. For each Insider who is or is nominated to be a director or officer of the Company, such Insider’s questionnaire furnished to the Company is true and accurate in all respects. The Purchaser and each Insider represents and warrants that: it, he or she is not subject to or a respondent in any legal action for, any injunction, cease-and-desist order or order or stipulation to desist or refrain from any act or practice relating to the offering of securities in any jurisdiction; it, he or she has never been convicted of, or pleaded guilty to, any crime (i) involving fraud, (ii) relating to any financial transaction or handling of funds of another person, or (iii) pertaining to any dealings in any securities and it, he or she is not currently a defendant in any such criminal proceeding.

 

  11.

RESERVED.

 

  12.

The Company, the Purchaser and each Insider has full right and power, without violating any agreement to which it, he or she is bound (including, without limitation, any non-competition or non-solicitation agreement with any employer or former employer), to enter into this Letter Agreement and, as applicable, to serve as an officer and/or director on the board of directors of the Company and hereby consents to being named in the Company’s filings with the Securities and Exchange Commission as an officer and/or director of the Company.

 

4


  13.

As used herein, (i) “Business Combination” shall mean a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination, involving the Company and one or more businesses; (ii) “Ordinary Shares” shall mean the Class A Ordinary Shares and Class B ordinary shares, par value $0.0001 per share (the “Class B Ordinary Shares”); (iii) “Founder Shares” shall mean the 3,533,415 Class A Ordinary Shares and 17,500 Class B Ordinary Shares issued and outstanding; (iv) “Initial Shareholders” shall mean the Sponsor and any Insider that holds Founder Shares; (v) “Private Placement Warrants” shall mean the 6,666,667 warrants (or 7,466,667 warrants if the over-allotment option is exercised in full) that the Sponsor has agreed to purchase for an aggregate purchase price of $10,000,000 (or $11,200,000 if the over-allotment option is exercised in full), or $1.50 per warrant, in a private placement that shall occur simultaneously with the consummation of the Public Offering; (vi) “Working Capital Warrants” shall mean the warrants that may be issued in connection with financing the Company’s transaction costs in connection with a Business Combination; (vii) “Extension Loan Warrants” shall mean the warrants that may be issued in connection with an extension of the period of time the Company has to consummate a Business Combination as set forth in the amended and restated memorandum and articles of association; (viii) “Public Shareholders” shall mean the holders of securities issued in the Public Offering; (ix) “Trust Account” shall mean the trust account into which a portion of the net proceeds of the Public Offering and the sale of the Private Placement Warrants shall be deposited; and (x) “Transfer” shall mean the (a) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the Commission promulgated thereunder with respect to, any security, (b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) public announcement of any intention to effect any transaction specified in clause (a) or (b).

 

  14.

The Company will maintain an insurance policy or policies providing directors’ and officers’ liability insurance, and each Insider who is or is nominated to be a director or officer of the Company shall be covered by such policy or policies, in accordance with its or their terms, to the maximum extent of the coverage available pursuant to such policy or policies for any of the Company’s directors or officers.

 

  15.

This Letter Agreement constitutes the entire agreement and understanding of the parties hereto in respect of the subject matter hereof and supersedes all prior understandings, agreements, or representations by or among the parties hereto, written or oral, to the extent they relate in any way to the subject matter hereof or the transactions contemplated hereby. This Letter Agreement may not be changed, amended, modified or waived (other than to correct a typographical error) as to any particular provision, except by a written instrument executed by (i) each Insider that is the subject of any such change, amendment, modification or waiver, (ii) the Purchaser and (iii) the Company.

 

  16.

No party hereto may assign either this Letter Agreement or any of its rights, interests, or obligations hereunder without the prior written consent of the other parties. Any purported assignment in violation of this paragraph shall be void and ineffectual and shall not operate to transfer or assign any interest or title to the purported assignee. This Letter Agreement shall be binding on the Company, the Purchaser and each Insider and their respective successors, heirs and assigns and permitted transferees.

 

  17.

Except as provided for in paragraph 8, nothing in this Letter Agreement shall be construed to confer upon, or give to, any person or corporation other than the parties hereto any right, remedy or claim under or by reason of this Letter Agreement or of any covenant, condition, stipulation, promise or agreement hereof. Except as provided for in paragraph 8, all covenants, conditions, stipulations, promises and agreements contained in this Letter Agreement shall be for the sole and exclusive benefit of the parties hereto and their successors, heirs, personal representatives and assigns and permitted transferees.

 

  18.

This Letter Agreement may be executed in any number of original, facsimile or other electronic counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

 

5


  19.

This Letter Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Letter Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Letter Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.

 

  20.

This Letter Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York. The parties hereto (i) all agree that any action, proceeding, claim or dispute arising out of, or relating in any way to, this Letter Agreement shall be brought and enforced in the courts of New York City, in the State of New York, and irrevocably submit to such jurisdiction and venue, which jurisdiction and venue shall be exclusive and (ii) waive any objection to such exclusive jurisdiction and venue or that such courts represent an inconvenient forum.

 

  21.

Any notice, consent or request to be given in connection with any of the terms or provisions of this Letter Agreement shall be in writing and shall be sent by express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery or facsimile or e-mail transmission.

 

  22.

This Letter Agreement shall terminate on the earlier of (i) the expiration of the Lock-up Periods and (ii) the liquidation of the Company.

[Signature Page Follows]

 

6


Sincerely,
CIIG MANAGEMENT III LLC
By:   /s/ Michael Minnick
  Name: Michael Minnick
  Title: Managing Member
 

/s/ Michael Minnick

  Michael Minnick

 

Acknowledged and Agreed:
TARGET GLOBAL ACQUISITION I CORP.
By:   /s/ Heiko Dimmerling
  Name: Heiko Dimmerling
  Title: Chief Financial Officer

[Signature Page to Letter Agreement]

 

7

Exhibit 99.2

SECURITIES ASSIGNMENT AGREEMENT

This Securities Assignment Agreement (this “Agreement”), dated as of May 31, 2024 is made and entered into by and among Target Global Sponsor Ltd. (“Sponsor”) and CIIG Management III LLC (the “Purchaser”).

WHEREAS, the Sponsor and Target Global Acquisition I Corp. (the “Company”) entered into that certain Securities Purchase Agreement, dated as of February 19, 2021 by and between Sponsor and the Company (the “Subscription Agreement”), pursuant to which the Company issued and sold 7,187,500 Company’s Class B Ordinary Shares, par value $0.0001 per share (the “Class B Ordinary Shares”) to Sponsor. On November 8, 2021, 1,437,500 Class B Ordinary Shares were cancelled resulting in a decrease in the total number of Class B Ordinary Shares outstanding from 7,187,500 to 5,750,000 shares. On December 29, 2021, 377,585 Class B Ordinary Shares were forfeited as a result of the underwriter’s partial exercise of its over-allotment option resulting in a decrease in the total number of Class B Ordinary Shares from 5,750,000 to 5,372,415;

WHEREAS, the Sponsor previously transferred (i) 100,000 Class B Ordinary Shares to each of the Company’s CEO Shmuel Chafets and its Chairman Dr. Gerhard Cromme, and (ii) an aggregate of 100,000 Class B Ordinary Shares to the Company’s independent directors, resulting in the Sponsor owning 5,072,415 Class B Ordinary Shares. On July 11, 2023, the Company issued an aggregate of 5,347,415 Class A Ordinary Shares (the “Class A Ordinary Shares”) to the initial shareholders upon the conversion of an equal number of the Company’s Class B Ordinary Shares held by such initial shareholders. On November 29, 2023, Sponsor assigned and transferred to a Director 25,000 Class A Ordinary Shares in exchange for the simultaneous transfer and assignment to the Sponsor by the Director of 25,000 Class B Ordinary Shares. As a result, Sponsor owns 5,047,415 Class A Ordinary Shares and 25,000 Class B Ordinary Shares;

WHEREAS, simultaneously with the consummation of the Company’s initial public offering on December 9, 2021, the Company consummated a private placement (“Private Placement”) of 6,666,667 Private Placement Warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant, generating gross proceeds of $10,000,000. The Private Placement Warrants were sold to the Sponsor. On December 29, 2021, the underwriters exercised their over-allotment option and the Sponsor acquired 397,242 in additional Private Placement Warrants at a purchase price of $1.50 per Private Placement Warrant, generating additional gross proceeds to the Company of $595,863;

WHEREAS, on the terms and subject to the conditions set forth in this Agreement, Sponsor wishes to sell, assign and transfer an aggregate of 3,533,191 Class A Ordinary Shares and 17,500 Class B Ordinary Shares (the “Shares”) held by it to the Purchaser, and the Purchaser wishes to purchase the Shares from Sponsor and be bound by the terms of this Agreement;

WHEREAS, concurrently with this Agreement, Michael Minnick will be appointed Chief Executive Officer of the Company and is an affiliate of the Purchaser;


NOW, THEREFORE, in consideration of the premises, representations, warranties and the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

Section 1. Assignment of Class A Ordinary Shares. Sponsor hereby sells, assigns and transfers to the Purchaser, and the Purchaser hereby purchases, the Class A Ordinary Shares from Sponsor as set forth on Annex I hereto and agrees to be bound by the transfer restrictions and other restrictions in the Insider Letter Agreement (defined below).

Section 2. Assignment of Class B Ordinary Shares. Sponsor hereby sells, assigns and transfers to the Purchaser, and the Purchaser hereby purchases, the Class B Ordinary Shares from Sponsor as set forth on Annex I hereto and agrees to be bound by the transfer restrictions and other restrictions in the Insider Letter Agreement (defined below).

Section 3. Reserved.

Section 4. No Conflicts. Each party represents and warrants that neither the execution and delivery of this Agreement by such party, nor the consummation or performance by such party of any of the transactions contemplated hereby, will with or without notice or lapse of time, constitute, create or result in a breach or violation of, default under, loss of benefit or right under or acceleration of performance of any obligation required under any agreement to which it is a party.

Section 5. Representations. (a) The Purchaser represents and warrants as follows: Purchaser hereby acknowledges that an investment in the Shares involves certain significant risks. Purchaser acknowledges and hereby agrees that the Shares will not be transferable under any circumstances unless the Shares are registered in accordance with federal and state securities laws or an exemption under such laws is available. Purchaser further acknowledges and hereby agrees that the Shares are subject to transfer restrictions as set forth in the Subscription Agreement, and the Shares are subject to transfer restrictions as set forth in the Insider Letter Agreement entered into among the Company, the Sponsor, and the other individual parties thereto, and the lock-up provisions therein. Purchaser further understands that the Shares are “restricted securities” as such term is defined in Rule 144 under the Securities Act, and that any certificates evidencing the Shares will bear a legend (as provided in the Subscription Agreement) referring to the foregoing transfer restrictions. Each of the Shares are being assigned solely for Purchaser’s own account, for investment purposes only, and are not being assigned with a view to or for the resale, distribution, subdivision or fractionalization thereof; and Purchaser has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalization. Purchaser is able to bear the risk of its investment for an indefinite period of time. Purchaser has been given the opportunity to (i) ask questions of and receive answers from Sponsor and the Company concerning the terms and conditions of the Shares, and the business and financial condition of the Company and (ii) obtain any additional information that Sponsor possesses or can acquire without unreasonable effort or expense that is necessary to assist Purchaser in evaluating the advisability of the receipt of the Shares and an investment in the Company. Purchaser is not relying on any oral representation made by any person as to the Company or its operations, financial condition or prospects. Purchaser is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated by the Securities and Exchange Commission under the


Securities Act of 1933, as amended (the “Securities Act”). Neither the Purchaser nor any person affiliated with the Purchaser is subject to any “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Act (a “Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). There is no investment banker, broker, finder or other intermediary that has been retained by or is authorized to act on behalf of Purchaser who would be entitled to any fee or commission from the Company in connection with the transactions contemplated in this Agreement for which Sponsor would be liable.

(b) Sponsor represents and warrants as follows: The Shares have not been and will not be registered under the Securities Act, or any state securities act, and are being sold on the basis of exemptions from registration under the Securities Act and applicable state securities laws. Reliance on such exemptions, where applicable, is predicated in part on the accuracy of the Purchaser’s representations set forth herein. Sponsor has not engaged in any general solicitation or general advertising within the meaning of Rule 502 under the Securities Act with respect to the offer and sale of the Shares. The Shares have not been and will not be offered and sold on behalf of or in concert with the Issuer or any other person. Immediately prior to making the offer of the Shares to Purchaser and as of the date of this Agreement, Sponsor had and has reasonable grounds to believe, and did and does believe, that Purchaser is an “accredited investor” as defined in Regulation D under the Securities Act. Sponsor further acknowledges it has made available to Purchaser all material information about the Company within Sponsor’s possession to which is has access.

(c) Purchaser understands and agrees that the Shares will bear the legend set forth on Annex II attached hereto and any other legends required by applicable law.

Section 6. Assignment of Rights. No party hereto may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other parties.

Section 7. Additional Agreements and Further Assurances.

(a) Legacy Expenses and Payables. Sponsor agrees that it will pay all operating expenses of the Company and the Sponsor (i) incurred and accrued through May 29, 2024 other than any expenses related to the extraordinary general meeting to be held following the Transaction closing date and (ii) otherwise related to the year ended December 31, 2023, including, but not limited to, the following: (A) all costs related to the audit of the Company’s 2023 and first quarter of 2024 financial statements, (B) all costs related to any required regulatory filings pertaining to calendar year 2023 and first quarter of 2024 (e.g., 8-K, 10-Q and 10-K filings), which, for the avoidance of doubt, may be filed in the calendar year 2024, (C) all costs related to any required tax filings of the Company or the Sponsor for the year ended December 31, 2023, (D) any other expenses incurred in calendar year 2023 and first quarter of 2024 prior to the closing of the Purchaser’s purchase of the Class A Ordinary Shares and the Class B Ordinary Shares, as described herein (the “Transaction”), and (E) premiums for director and officers insurance incurred by the Company for all periods prior to June 8, 2024 (collectively, the “Legacy Expenses”); provided, however, that the Sponsor shall be reimbursed for any Legacy Expenses payable as of the closing date of the Transaction in an amount up to $1,750,000 with such reimbursement being contingent on the Company consummating an initial business combination and such Legacy Expenses being approved and incorporated as part of such initial business combination (the “Reimbursement”). The Company will use its best efforts to have the Legacy Expenses (i) approved and incorporated as part of such initial business combination and (ii) paid on a pari passu basis with all other Legacy expenses incurred as part of the initial business combination. The Sponsor has agreed to satisfy or settle any liabilities incurred prior to the Transaction closing date not covered by the Reimbursement and shall provide the Purchaser documented agreements as to such ten business days prior to the closing of the Transaction. For the avoidance of doubt, prior to the consummation of the Transaction, Sponsor shall have obtain a signed letter from the Company’s legal counsels (each a “Legal Counsel”) in which Legal Counsel attests and agrees that the Sponsor shall be solely responsible for any unpaid legal fees and that Legal Counsel shall not have any claim or recourse against the Company for unpaid legal fees.

(b) Future Expenses and Payables. Each of the Sponsor and the Purchaser agree that they will be responsible for their respective legal expenses incurred to consummate the Transaction, and the Purchaser further agrees that it will be responsible thereafter for any fees and expenses (including but not limited to legal, accounting, printer and transfer agent fees), and any additional consideration (including in the form of Class A Ordinary Shares or Class B Ordinary Shares or


other securities) paid to shareholders in connection with the extension of the Company’s maturity date as detailed in the Company’s Amended and Restated Memorandum and Articles of Association. The Purchaser also agrees to be responsible for any operating expenses incurred from the closing date of the Transaction through the closing of the Company’s initial business combination (unless as otherwise described herein), including (A) expenses related to D&O insurance coverage extension incurred on and after June 8, 2024, (B) monthly operating expenses due to the Company’s transfer agent and (C) quarterly operating expenses due to the Company’s auditor, financial printer, and accounting vendor (it being understood that the Company will provide the Purchaser with relevant documentation regarding the engagement of such vendors detailed in this Section 6(b)).

(c) Waiver of Deferred Discount. Each of the Sponsor and the Purchaser hereby acknowledge that the consummation of the Transactions is contingent upon UBS Securities LLC (“UBS”), one of the Company’s underwriters in its initial public offering, waiving any rights it may have to the Deferred Discount (as defined in the Underwriting Agreement entered into by the Company and UBS on November 22, 2021) in a form signed by UBS and agreeable to the Purchaser.

(d) Promissory Notes and Contribution Notes Conversion. Sponsor hereby agrees to reduce to zero any remaining balance of the promissory notes issued to the Company on November 11, 2022, June 27, 2023, August 17, 2023, December 15, 2023, January 9, 2024 and the contribution notes issued to the Company on June 2, 2023 and January 11, 2024 in excess of $1,750,000 and have the $1,750,000 balance of the promissory notes and contribution notes paid as part of the Reimbursement so long as the inclusion of such balance does not result in the aggregate amount of Legacy Expenses exceeding $1,750,000.

(e) Trust Account. As of April 30, 2024, the Sponsor represents and warrants that the funds in the Company’s trust account totaled approximately $44,400,607.40.

(f) Additional Assets and Expenses. The Sponsor represents and warrants that the funds in the Company’s checking account is not less than $1,000 as of May 30, 2024. The Sponsor hereby agrees that it will not incur any additional expenses and/or liabilities of the Company unless so approved in writing by the Purchaser.

(g) Advisors. The Sponsor and the Purchaser hereby agree to use Orrick, Herrington & Sutcliffe LLP as the legal advisor in connection with the Company’s initial business combination.

(h) Administrative Services Agreement. In connection with the Company’s initial public offering, the Company and the Sponsor entered into an Administrative Services Agreement pursuant to which the Company agreed to pay the Sponsor or an affiliate thereof a total of up to $10,000 per month for administrative support services. The Sponsor represents and warrants that as of the date hereof it has entered into a letter agreement with the Company pursuant to which the Sponsor represents that (i) it has accrued $247,419 associated with the Administrative Services Agreement through the date hereof, and (ii) commencing on the date hereof, (a) except as set forth in the side letter dated of even date herewith, the Sponsor shall not be entitled to receive any additional fees or payment of any kind pursuant to the Administrative Services Agreement and the Company shall not be required to pay any such fees or payments, (b) the Sponsor shall not be required to provide office space, perform any administrative support services or other services set forth in the Administrative Services Agreement, and (iii) the Administrative Services Agreement shall be terminated in full.


(i) Founder Share and Private Placement Warrants Restriction. It is understood among the parties that the Class A Ordinary Shares, Class B Ordinary Shares and Private Placement Warrants owned by the Sponsor shall not be subject to any forfeiture in connection with an initial business combination or any extension of the Company’s duration other than as described on Annex III; provided however the Class A Ordinary Shares, Class B Ordinary Shares and PPW owned by the Sponsor will be subject to any contractual restrictions on the same terms as the shares held by the Purchaser (including but not limited to any earnout, lock-up, or any other similar contractual restriction) and as further described on Annex III.

(j) Board of Directors. It is understood among the parties that it is anticipated that the Company’s current board of directors will retain their positions as members of the board following the consummation of the Transactions until the Company consummates an initial business combination.

(k) Further Assurances. Each party hereto shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as any other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

(l) Operations of the Company. The Purchaser shall use its best efforts to (i) cause the Company to enter into an initial business combination with a suitable target and (ii) continue to, extend the life of the Company as a special purpose acquisition company, subject to shareholder approval.

(m) Sponsor Option. Sponsor and the Company agree that, at Sponsor’s sole option, Sponsor shall be permitted to forfeit any remaining Founder’s Shares owned by Sponsor to the Company for no additional consideration and the Company will promptly perform all such further acts and execute and deliver all such other agreements, certificates, instruments and documents as Sponsor may reasonably request in order to effect such forfeiture.

Section 8. Release. Purchaser hereby releases Sponsor and each of its officers, directors, members, managers and shareholders (the “Releasees”) from any claims that Purchaser may have now or in the future, whether contractual, statutory or otherwise, against any of the Releasees relating to (i) the formation of the Company, and (ii) the operation of the Company (including agreements between Sponsor and the Company) up to the closing of the Transaction. Notwithstanding the foregoing, nothing herein shall be construed as a waiver or release of (x) any rights under this Agreement or any of the agreements executed and delivered hereunder, or (y) any claim for fraud, willful misconduct or gross negligence.


Section 9. Indemnification and Exculpation; Insurance.

(a) All rights to exculpation or indemnification for acts or omissions occurring through the date hereof now existing in favor of any of the officers and directors of the Company prior to the consummation of the Transactions as provided in the Articles will survive the execution of this Agreement and the Closing and will continue in full force and effect in accordance with their terms and will not be amended by the Company to eliminate or reduce such rights except to the extent required by law.

(b) Purchaser agrees to indemnify and hold harmless the Sponsor and each of its officers, directors, members, managers and shareholders (each, a “Sponsor Party”) against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all legal or other expenses reasonably incurred in investigating, preparing or defending against any litigation, whether pending or threatened) to which a Sponsor Party may become subject to as a result of the Company not obtaining a trust account waiver of any and all rights to monies in the trust account (whether or not such waiver is enforceable), from a third party or target after the closing of the Transaction.

(c) Purchaser shall cause the Company to renew or otherwise extend its directors’ and officers’ liability insurance policy to the expiration date of the Company (as extended may be extended from time to time), and shall obtain, obtain as of the closing of a Business Combination a “tail” insurance policy, to the extent available on commercially reasonable terms and at an aggregate cost of no higher than 300% of the premium of the Company’s directors’ and officers’ liabilities insurance policy as of the date of this Agreement, extending coverage for an aggregate period of six (6) years (or such other coverage period as mutually agreed by the parties and may be obtained within the cost limitation) providing directors’ and officers’ liability insurance with respect to claims arising from facts or events that occurred on or before the closing of the Business Combination covering (as direct beneficiaries) those persons who are as of the date of this Agreement currently covered by the Company’s directors’ and officers’ liability insurance policy, of the type and with the amount of coverage no less favorable than those of the directors’ and officers’ liability insurance maintained as of the date of this Agreement by, or for the benefit of, the Company.

Section 10. Miscellaneous. This Agreement, together with the certificates, documents, instruments and writings that are delivered pursuant hereto, constitutes the entire agreement and understanding of the parties hereto in respect of its subject matter. This Agreement may be executed in two or more counterparts, each of which will be deemed an original but all of which together will constitute one and the same instrument. This Agreement may not be amended, modified or waived as to any particular provision, except by a written instrument executed by all parties hereto.

[The remainder of this page has been intentionally left blank.]


IN WITNESS WHEREOF, the undersigned have executed this Agreement to be effective as of the date first set forth above.

 

Target Global Sponsor Ltd.
By:   /s/ Heiko Dimmerling
Name:   Heiko Dimmerling
Title:   Authorized Signatory

 

By:   /s/ Yaron Valler
Name:  

Yaron Valler

Title:   Authorized Signatory

 

CIIG Management III LLC
By:   /s/ Michael Minnick
Name:   Michael Minnick
Title:   Managing Member

 

Acknowledged and Agreed:
Target Global Acquisition I Corp.
By:   /s/ Heiko Dimmerling
Name:   Heiko Dimmerling
Title:   Chief Financial Officer

 

 

[Signature Page to Securities Assignment Agreement]


ANNEX I

 

Purchaser’s Name

  

Number of Class A

Ordinary Shares

Transferred

  

Purchase
Price

 

CIIG Management III LLC

   3,533,191    $ 16,441  

Purchaser’s Name

  

Number of Class B Ordinary

Shares Transferred

  

Purchase
Price

 

CIIG Management III LLC

   17,500    $ 81  


ANNEX II

THE SECURITIES REPRESENTED HEREBY HAVE BEEN SOLD PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”).

NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OR ANY U.S. STATE SECURITIES LAW AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND, IN EACH CASE, ONLY IN ACCORDANCE WITH APPLICABLE U.S. STATE SECURITIES LAWS.

THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO LOCKUP PROVISIONS AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCKUP, EXCEPT TO PERMITTED TRANSFEREES WHO AGREE TO THE LOCKUP PROVISIONS IN ACCORDANCE WITH THE PROVISIONS OF THE INSIDER LETTER AGREEMENT.


ANNEX III

It is understood among the parties that the Class A Ordinary Shares, Class B Ordinary Shares and Private Placement Warrants owned by the Sponsor shall not be subject to any forfeiture in connection with an initial business combination or any extension of the Company’s duration other than as described on Annex III; provided however the Class A Ordinary Shares, Class B Ordinary Shares and PPW owned by the Sponsor will be subject to any contractual restrictions on the same terms as the shares held by the Purchaser (including but not limited to any earnout, lock-up, or any other similar contractual restriction) and as further described on Annex III.

 

   

7,063,909 Private Placement Warrants held by the Sponsor shall be exercised for cash upon the Sponsor Exercise Fair Market Value (as defined in Section 3.3.1(c) of the warrant agreement) equaling $15.00 per share and will be redeemable similar to the Public Warrants provided that $18.00 will be replaced by $15.00

 

   

Any Founder share forfeiture by Sponsor shall be on a pro rata basis with CIIG and may be subject to a 250,000 limit

Exhibit 99.3

Execution Version

Private and Confidential

Shmuel Chafets

Heiko Dimmerling

Yaron Valler

Gerhard Cromme

Sigal Regev Rosenberg

Lars Hinrichs

Michael Abbott

May 31, 2024

 

  Re:

Target Global Acquisition I Corp. (the “Company”)

Ladies and Gentlemen:

Reference is made to the (i) Underwriting Agreement, dated December 8, 2021 (the “Underwriting Agreement”), by and among the Company, UBS Securities LLC and BofA Securities, Inc., as the underwriters and (i) Insider Letter, dated as of December 8, 2021 (the “Insider Letter”), by and among the Company, Target Global Sponsor LTD. (the “Sponsor”), and certain insiders of the Company who are signatories hereto (“Insider,” and collectively, the “Insiders”). Capitalized terms not defined in this letter (the “Letter”) are defined in the Underwriting Agreement (unless otherwise noted).

The Sponsor has informed the parties hereto that it currently intends to sell to CIIG Management III LLC (“CIIG”) (i) 3,533,191 Class A Ordinary Shares of the Company and (ii) 17,500 Class B Ordinary Shares of the Company (the “Transfer”). In connection with the Transfer, the Insiders and the Company hereby agree to provide certain waivers and to amend to the provisions of the Insider Letter as set forth herein.

Section 9(a) of the Insider Letter sets forth certain restrictions on the Transfer of Founder Shares by the Sponsor and each Insider. Notwithstanding the restrictions of Section 9(a), the Company and BofA consent to the Transfer of such Founder Shares to CIIG and waive the restrictions against the Transfer of the Founder Shares to CIIG.


Further, the parties desire to amend Section 9(a) of the Insider Letter to provide as follows:

“9 (a) The Sponsor and each Insider agrees that it, he or she shall not Transfer:

 

   

50% of the Founder Shares ( or any Class A Ordinary Shares issuable upon conversion thereof) until the completion of the Company’s initial Business Combination; and

 

   

50% of the Founder Shares and any Class A Ordinary Shares issuable upon conversion thereof held by our Sponsor and our directors and executive officers shall not be transferred, assigned or sold except to certain permitted transferees unless and until the earlier to occur of (A) six (6) months after the completion of our initial Business Combination and (B) subsequent to our initial Business Combination if the last sale price of our ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share consolidations, share capitalizations, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial Business Combination;”

Further, the parties desire to add a new Section 23 of the Insider Letter to provide as follows:

“23. The Sponsor and each Insider agrees with the Company that if the Company seeks an amendment to modify or extend the time to complete a proposed Business Combination, he or she shall (i) vote any Ordinary Shares owned by it, him or her in favor of any such proposals (including any related amendments to the trust agreement and the articles) related thereto that are recommended by the board of the directors and (ii) not redeem any Ordinary Shares owned by it, him or her in connection with such shareholder approvals.”

The terms of this Letter shall be interpreted, enforced, governed by and construed in a manner consistent with the provisions of, both, the Insider Letter and the Underwriting Agreement. Except as expressly provided in this Letter, all of the terms and provisions in, both, the Insider Letter and the Underwriting Agreement are and shall remain in full force and effect, on the terms and subject to the conditions set forth therein.

Other than as expressly set forth herein, this Letter does not constitute, directly or by implication, an amendment, modification, suspension or waiver of any provision of the Insider Letter or the Underwriting Agreement, or any other right, remedy, power or privilege of any party to, both, the Insider Letter and the Underwriting Agreement, except as expressly set forth herein; however, this Letter may be further amended, modified, suspended or waived by a written instrument executed by (i) the Company, (ii) the Sponsor, and (iii) the Insiders.

This Letter may be signed in one or more counterparts, each of which shall constitute an original and all of which together shall constitute one and the same agreement. Counterparts may be delivered via facsimile, electronic mail (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

 

2


Please confirm your agreement with the foregoing by signing and returning a copy of this Letter.

[Signature Pages Follow]

 

3


Sincerely,
TARGET GLOBAL ACQUISITION I. CORP.
By:   /s/ Heiko Dimmerling
Name:   Heiko Dimmerling
Title:   Chief Financial Officer and Director
TARGET GLOBAL SPONSOR LTD.
By:   /s/ Heiko Dimmerling
Name:   Heiko Dimmerling
Title:   Director
By:   /s/ Yaron Valler
Name:   Yaron Valler
Title:   Director

 

4


Acknowledged and accepted by:
THE INSIDERS:
/s/ Shmuel Chafets
Shmuel Chafets
/s/ Heiko Dimmerling
Heiko Dimmerling
/s/ Yaron Valler
Yaron Valler
/s/ Gerhard Cromme
Gerhard Cromme
/s/ Sigal Regev Rosenberg
Sigal Regev Rosenberg
/s/ Lars Hinrichs
Lars Hinrichs
/s/ Michael Abbott
Michael Abbott

 

5

Exhibit 99.4

Execution Version

FORM OF AMENDMENT TO THE

REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT

This AMENDMENT TO THE REGISTRATION AND SHAREHOLDER RIGHTS (the “Amendment”), dated as of     , 2024, by and among Target Global Acquisition I Corp., a Cayman Islands exempted company ( the “Company”), Target Global Sponsor Ltd., a Cayman limited liability company(the “Sponsor”) and each shareholder identified on the signature pages hereto (the “Holders”). Capitalized terms used herein and not otherwise defined herein shall have the meaning ascribed to them in the Registration and Shareholder Rights Agreement, dated as of December 8, 2021 (the “Registration and Shareholder Rights Agreement”), by and among the Company, the Sponsor and the Holders.

W I T N E S S E T H :

 

  A.

The Company, the Sponsor and the Holders entered into the Registration and Shareholder Rights Agreement.

 

  B.

The Company, the Sponsor and the Holders desire to amend the Registration and Shareholder Rights Agreement as set forth in this Amendment.

The parties hereto accordingly agree as follows:

1. Amendment.

The definition of “Founder Shares Lock-up Period” in Section 1.1 of the Registration and Shareholder Rights Agreement is hereby deleted and the following is inserted in its place:

“Founder Shares Lock-up Period” shall mean, with respect to:

 

   

50% of the Founder Shares ( or any Class A Ordinary Shares issuable upon conversion thereof) until the completion of the Company’s initial Business Combination; and

 

   

50% of the founder shares and any Class A Ordinary Shares issuable upon conversion thereof held by our Sponsor and our directors and executive officers shall not be transferred, assigned or sold except to certain permitted transferees unless and until the earlier to occur of (A) six (6) months after the completion of our initial Business Combination and (B) subsequent to our initial Business Combination if the last sale price of our ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share consolidations, share capitalizations, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial Business Combination.”

2. No Other Amendments. Except for the amendments expressly set forth in this Amendment, the Registration and Shareholder Rights Agreement shall remain unchanged and in full force and effect.


3. Entire Agreement. The Registration and Shareholder Rights Agreement (as amended by this Amendment), sets forth the entire agreement of the parties hereto with respect to the subject matter hereof and thereof, and there are no restrictions, promises, representations, warranties, covenants or undertakings with respect to the subject matter hereof or thereof, other than those expressly set forth in the Registration and Shareholder Rights Agreement (as amended by this Amendment). The Registration and Shareholder Rights Agreement (as amended by this Amendment) supersedes all prior and contemporaneous understandings and agreements related thereto (whether written or oral), all of which are merged herein.

4. Governing Law. This Amendment shall for all purposes be deemed to be made under and shall be construed in accordance with the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. Each of the parties hereby agrees that any action, proceeding, or claim against it arising out of or relating in any way to this Agreement shall be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and irrevocably submits to such personal jurisdiction, which jurisdiction shall be exclusive. Each of the parties hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.

5. Severability. A determination by a court or other legal authority of competent jurisdiction that any provision of this Amendment is legally invalid shall not affect the validity or enforceability of any other provision hereof. The parties hereto shall cooperate in good faith to substitute (or cause such court or other legal authority to substitute) for any provision so held to be invalid a valid provision, as alike in substance to such invalid provision as is lawful.

6. Counterparts; Facsimile Signatures. This Amendment may be executed in counterparts, each of which shall constitute an original, but all of which shall constitute one agreement. This Amendment shall become effective upon delivery to each party hereto an executed counterpart or the earlier delivery to each party hereto an original, photocopied, or electronically transmitted signature pages that together (but need not individually) bear the signatures of all other parties.

7. Captions. Captions are not a part of this Amendment, but are included for convenience, only.

8. Further Assurances. Each party hereto shall execute and deliver such documents and take such action, as may reasonably be considered within the scope of such party’s obligations hereunder, necessary to effectuate the transactions contemplated by this Amendment.

[Signature page follows.]

 

2


IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized signatories as of the date first indicated above.

 

COMPANY:
TARGET GLOBAL ACQUISITION I CORP., a Cayman Islands exempted company
By:  

  Name: Heiko Dimmerling
  Title: Chief Financial Officer and Director
HOLDERS:
TARGET GLOBAL SPONSOR LTD., a Cayman Islands limited liability company
By:  
  Name: Heiko Dimmerling
  Title: Director
TARGET GLOBAL SPONSOR LTD., a Cayman Islands limited liability company
By:  

  

  Name: Yaron Valler
  Title: Director
By:  
  Name: Shmuel Chafets
By:  
  Name: Gerhard Cromme
By:  
  Name: Heiko Dimmerling
By:  
  Name: Sigal Regev Rosenberg
By:  
  Name: Lars Hinrichs
By:  
  Name: Michael Abbott
TARGET GLOBAL SELECTED OPPORTUNITIES, LLC – SERIES SELENIUM 2
By:  
  Name: Yaron Valler
  Title: Director

 

[Signature Page to Amendment to the Registration and Shareholder Rights Agreement]

v3.24.1.1.u2
Document and Entity Information
May 31, 2024
Document And Entity Information [Line Items]  
Entity Tax Identification Number 00-0000000
Amendment Flag false
Entity Central Index Key 0001847355
Document Type 8-K
Document Period End Date May 31, 2024
Entity Registrant Name TARGET GLOBAL ACQUISITION I CORP.
Entity Incorporation State Country Code E9
Entity File Number 001-41135
Entity Address, Address Line One PO Box 10176
Entity Address, Address Line Two Governor’s Square 23
Entity Address, Address Line Three Lime Tree Bay Avenue
Entity Address, City or Town Grand Cayman
Entity Address, Region Grand Cayman
Entity Address, Country KY
Entity Address, Postal Zip Code KY1-1102
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
Entity Ex Transition Period false
Common Class A Subject To Redemption [Member]  
Document And Entity Information [Line Items]  
Security 12b Title Class A ordinary shares, par value $0.0001 per share
Trading Symbol TGAA
Security Exchange Name NASDAQ
Redeemable Warrants Each Whole Warrant Exercisable For One Class A Ordinary Share At An Exercise Price Of 11.502 [Member]  
Document And Entity Information [Line Items]  
Security 12b Title 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 And One Third Of One Redeemable Warrant 1 [Member]  
Document And Entity Information [Line Items]  
Security 12b Title Units, each consisting of one Class A ordinary share and one-third of one redeemable warrant
Trading Symbol TGAAU
Security Exchange Name NASDAQ

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