UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
December 21, 2023
(
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation)
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(Commission File Number) |
(IRS Employer Identification No.) |
KY1-1102, |
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| (Address of Principal Executive Offices) | (Zip Code) |
| (Registrant’s telephone number, including area code): +1 |
| 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:
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
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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 1.01. | Entry into a Material Definitive Agreement |
On December 15, 2023 Target Global Acquisition I Corp. (the “Company”) held its extraordinary general meeting in lieu of an annual general meeting of shareholders (the “Shareholder Meeting”).
At the Shareholders Meeting, the shareholders of the Company approved, among others, a proposal to amend that certain investment management trust agreement, dated December 8, 2021 (as amended on June 6, 2023 and November 29, 2023, the “Trust Agreement”) by and between the Company and Continental Stock Transfer & Trust Company, a New York corporation, as trustee (“Continental”), to change the date on which Continental must commence liquidation of the trust account established in connection with the Company’s initial public offering to the earliest of (i) the Company’s completion of an initial business combination; (ii) the Articles Extension Date (as defined below) and (iii) the Additional Articles Extension Date (as defined below) (such proposal, the “Trust Amendment Proposal”).
The foregoing description is qualified in its entirety by the full text of the amendment to the Trust Agreement, which is filed as Exhibit 10.1 hereto and is incorporated by reference herein.
| Item 5.03. | Amendments to Memorandum and Articles of Association |
At the Shareholders Meeting, the shareholders of the Company also approved to amend the Company’s amended and restated memorandum and articles of association (the “Articles”) to extend the date by which the Company has to consummate an initial business combination (the “Termination Date”) from January 13, 2024 to May 8, 2024 (the “Articles Extension Date”) and to allow the Company, without another shareholder vote, to elect to further extend the Termination Date on a monthly basis for up to seven times by an additional one month each time after the Articles Extension Date, by resolution of the Company’s board of directors, if requested by Target Global Sponsor Ltd., a Cayman Islands exempted company limited by shares, and upon two calendar days’ advance notice prior to the applicable Termination Date, until December 8, 2024 (each, an “Additional Articles Extension Date”), unless the closing of a business combination shall have occurred prior thereto (the “Extension Amendment Proposal”).
On or around December 21, 2023, the Company intends to file with the Registrar of Companies of the Cayman Islands an amendment to the Articles.
The foregoing description is qualified in its entirety by the full text of the amendment to the Articles, which is filed as Exhibit 3.1 hereto and is incorporated by reference herein.
| Item 5.07. | Submission of Matters to a Vote of Security Holders |
At the Shareholder Meeting, holders of 8,733,037 of the Company’s ordinary shares were present in person or represented by proxy, which represented approximately 88.50% of the ordinary shares issued and outstanding and entitled to vote as of the record date of November 29, 2023, and constituted a quorum for the transaction of business.
At the Shareholder Meeting, the Company’s shareholders approved the following items: (i) the Extension Amendment Proposal; (ii) the Trust Amendment Proposal; (iii) a proposal to re-appoint each of Mr. Jeffrey Clarke and Mr. Michael Abbott as Class I directors on the Company’s board of directors (such proposal, the “Director Appointment Proposal”); (iv) a proposal to ratify the selection by the Company’s audit committee of Marcum LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2023 (such proposal, the “Auditor Ratification Proposal”); and (v) a proposal to approve the adjournment of the Shareholder Meeting to a later date or dates if necessary (such proposal, the “Adjournment Proposal”), each as more fully described in the definitive proxy statement filed by the Company with the Securities and Exchange Commission on December 4, 2023.
Set forth below are the final voting results for each of the proposals presented at the Shareholder Meeting:
Approval of Proposal 1 – Extension Amendment Proposal
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Votes For |
Votes Against |
Abstentions |
| 8,360,048 | 372,989 | 0 |
Approval of Proposal 2 – Trust Amendment Proposal
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Votes For |
Votes Against |
Abstentions |
| 8,360,048 | 372,989 | 0 |
Approval of Proposal 3 – Director Appointment Proposal
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Votes For |
Votes Against |
Abstentions |
| 25,000 | 0 | 0 |
Approval of Proposal 4 – Auditor Ratification Proposal
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Votes For |
Votes Against |
Abstentions |
| 8,733,033 | 4 | 0 |
Approval of Proposal 5 – Adjournment Proposal
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Votes For |
Votes Against |
Abstentions |
| 8,358,414 | 374,623 | 0 |
| Item 8.01. | Other Events |
In connection with the shareholders’ vote at the Shareholder Meeting, the holders of 561,310 Class A ordinary shares of the Company properly exercised their right to redeem their shares for cash at a redemption price of approximately $11.01 per share.
As a result, approximately $6,182,365.63 will be removed from the Trust Account to redeem such shares and 9,281,635 Class A ordinary shares of the Company will remain outstanding after the redemption has been effected. Upon payment of the redemption, approximately $43,332,181.06 will remain in the Trust Account.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
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Exhibit
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Description |
| 3.1 | Amendment, dated as of December 15, 2023, to the Amended and Restated Memorandum and Articles of Association of Target Global Acquisition I Corp. |
| 10.1 | Amendment No. 3 to the Investment Management Trust Agreement, dated December 15, 2023, by and between Target Global Acquisition I Corp. and Continental Stock Transfer & Trust Company. |
| 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.
Dated: December 21, 2023
| TARGET GLOBAL ACQUISITION I CORP. | |||
| By: | /s/ Shmuel Chafets | ||
| Name: | Shmuel Chafets | ||
| Title: | Chief Executive Officer | ||