ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
(State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification Number) |
Title of Each Class |
Trading symbol(s) |
Name of Each Exchange on Which Registered | ||
one-third of one redeemable warrant |
Large accelerated filer |
☐ |
Accelerated filer |
☐ | |||||
☒ | Smaller reporting company |
Emerging growth company |
Auditor Firm Id: PCAOB ID |
Auditor Name: |
Auditor Location: |
P AGE |
||||
ii |
||||
1 |
||||
1 |
||||
14 |
||||
50 |
||||
50 |
||||
50 |
||||
50 |
||||
51 |
||||
51 |
||||
52 |
||||
52 |
||||
58 |
||||
58 |
||||
58 |
||||
59 |
||||
59 |
||||
59 |
||||
60 |
||||
60 |
||||
68 |
||||
69 |
||||
72 |
||||
74 |
||||
76 |
||||
76 |
||||
77 |
||||
F-1 |
• | our ability to select an appropriate target business or businesses; |
• | our ability to complete our initial business combination; |
• | our expectations around the performance of the prospective target business or businesses; |
• | our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination; |
• | our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination; |
• | our potential ability to obtain additional financing to complete our initial business combination; |
• | our pool of prospective target businesses; |
• | our ability to consummate an initial business combination due to uncertainty resulting from the recent COVID-19 global pandemic; |
• | the ability of our officers and directors to generate a number of potential business combination opportunities; |
• | our public securities’ potential liquidity and trading; |
• | the lack of a market for our securities; |
• | the use of proceeds not held in the trust account or available to us from interest income on the trust account balance; |
• | the trust account not being subject to claims of third parties; |
• | our financial performance; and |
• | other risks and uncertainties indicated from time to time in filings made with the SEC. |
• | subject us to negative economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact on the particular industry in which we operate after our initial business combination; and |
• | cause us to depend on the marketing and sale of a single product or limited number of products or services. |
• | We issue ordinary shares that will be equal to or in excess of 20% of the number of our ordinary shares then-outstanding (other than in a public offering); |
• | Any of our directors, officers or substantial security holder (as defined by the Nasdaq rules) has a 5% or greater interest, directly or indirectly, in the target business or assets to be acquired or otherwise and the present or potential issuance of ordinary shares could result in an increase in issued and outstanding ordinary shares or voting power of 1% or more (or 5% or more if the related party involved is classified as such solely because such person is a substantial security holder); or |
• | The issuance or potential issuance of ordinary shares will result in our undergoing a change of control. |
• | the timing of the transaction, including in the event we determine shareholder approval would require additional time and there is either not enough time to seek shareholder approval or doing so would place the company at a disadvantage in the transaction or result in other additional burdens on the company; |
• | the expected cost of holding a shareholder vote; |
• | the risk that the shareholders would fail to approve the proposed business combination; |
• | other time and budget constraints of the company; and |
• | additional legal complexities of a proposed business combination that would be time-consuming and burdensome to present to shareholders. |
• | conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and |
• | file proxy materials with the SEC. |
• | conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers; and |
• | file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies. |
• | a limited availability of market quotations for our securities; |
• | reduced liquidity for our securities; |
• | a determination that our Class A ordinary shares are a “penny stock” which will require brokers trading in our Class A ordinary shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities; |
• | a limited amount of news and analyst coverage; and |
• | a decreased ability to issue additional securities or obtain additional financing in the future. |
• | restrictions on the nature of our investments; and |
• | restrictions on the issuance of securities, |
• | registration as an investment company with the SEC; |
• | adoption of a specific form of corporate structure; and |
• | reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations that we are currently not subject to. |
• | may significantly dilute the equity interest of investors in our IPO, which dilution would increase if the anti-dilution provisions in the Class B ordinary shares resulted in the issuance of Class A ordinary shares on a greater than one-to-one |
• | may subordinate the rights of holders of Class A ordinary shares if preference shares are issued with rights senior to those afforded our Class A ordinary shares; |
• | could cause a change in control if a substantial number of Class A ordinary shares are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors; |
• | may have the effect of delaying or preventing a change of control of us by diluting the share ownership or voting rights of a person seeking to obtain control of us; |
• | may adversely affect prevailing market prices for our units, Class A ordinary shares and/or warrants; and |
• | may not result in adjustment to the exercise price of our warrants. |
• | default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations; |
• | acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant; |
• | our immediate payment of all principal and accrued interest, if any, if the debt is payable on demand; |
• | our inability to obtain necessary additional financing if the debt contains covenants restricting our ability to obtain such financing while the debt is outstanding; |
• | our inability to pay dividends on our Class A ordinary shares; |
• | using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our Class A ordinary shares if declared, expenses, capital expenditures, acquisitions and other general corporate purposes; |
• | limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate; |
• | increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and |
• | limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt. |
• | solely dependent upon the performance of a single business, property or asset; or |
• | dependent upon the development or market acceptance of a single or limited number of products, processes or services. |
• | we have a board that includes a majority of “independent directors,” as defined under the rules of the Nasdaq; |
• | we have a compensation committee of our board that is comprised entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and |
• | we have a nominating and corporate governance committee of our board that is comprised entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities. |
• | costs and difficulties inherent in managing cross-border business operations; |
• | rules and regulations regarding currency redemption; |
• | complex corporate withholding taxes on individuals; |
• | laws governing the manner in which future business combinations may be effected; |
• | exchange listing and/or delisting requirements; |
• | tariffs and trade barriers; |
• | regulations related to customs and import/export matters; |
• | local or regional economic policies and market conditions; |
• | unexpected changes in regulatory requirements; |
• | longer payment cycles; |
• | tax issues, such as tax law changes and variations in tax laws as compared to the United States; |
• | currency fluctuations and exchange controls; |
• | rates of inflation; |
• | challenges in collecting accounts receivable; |
• | cultural and language differences; |
• | employment regulations; |
• | underdeveloped or unpredictable legal or regulatory systems; |
• | corruption; |
• | protection of intellectual property; |
• | social unrest, crime, strikes, riots and civil disturbances; |
• | regime changes and political upheaval, including as a result of the current conflict between Russia and Ukraine; |
• | terrorist attacks, natural disasters and wars; and |
• | deterioration of political relations with the United States. |
ITEM 7. |
MANAGEMENT’S DISCUSSION AND ANALYSIS |
• | 50% of the Founder Shares and any Class A ordinary shares issuable upon conversion thereof held by the Sponsor shall not be transferred, assigned or sold except to certain permitted transferees until the completion of the initial Business combination; |
• | 25% of the Founder Shares and any Class A ordinary shares issuable upon conversion thereof held by the Sponsor shall not be transferred, assigned or sold except to certain permitted transferees unless and until the last sale price of the ordinary shares equals or exceeds $11.50 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 the initial Business Combination; and |
• | 25% of the Founder Shares and any Class A ordinary shares issuable upon conversion thereof held by the Sponsor shall not be transferred, assigned or sold except to certain permitted transferees unless and until the last sale price of the ordinary shares equals or exceeds $13.00 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 the initial Business Combination. |
Name |
Age |
Position | ||
Shmuel Chafets |
39 | Chief Executive Officer | ||
Heiko Dimmerling |
52 | Chief Financial Officer and Director | ||
Yaron Valler |
51 | Chief Investment Officer | ||
Gerhard Cromme |
79 | Chairman and Director | ||
Sigal Regev Rosenberg |
55 | Director | ||
Lars Hinrichs |
45 | Director | ||
Michael Abbott |
57 | Director |
• | meeting with our independent registered public accounting firm regarding, among other issues, audits, and adequacy of our accounting and control systems; |
• | monitoring the independence of the independent registered public accounting firm; |
• | verifying the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law; |
• | inquiring and discussing with management our compliance with applicable laws and regulations; |
• | pre-approving all audit services and permitted non-audit services to be performed by our independent registered public accounting firm, including the fees and terms of the services to be performed; |
• | appointing or replacing the independent registered public accounting firm; |
• | determining the compensation and oversight of the work of the independent registered public accounting firm (including resolution of disagreements between management and the independent registered public accounting firm regarding financial reporting) for the purpose of preparing or issuing an audit report or related work; |
• | establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or reports which raise material issues regarding our financial statements or accounting policies; |
• | monitoring compliance on a quarterly basis with the terms of our IPO and, if any noncompliance is identified, immediately taking all action necessary to rectify such noncompliance or otherwise causing compliance with the terms of our IPO; and |
• | reviewing and approving all payments made to our existing shareholders, executive officers or directors and their respective affiliates. Any payments made to members of our audit committee will be reviewed and approved by our board of directors, with the interested director or directors abstaining from such review and approval. |
• | reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation; |
• | reviewing and approving the compensation of all of our other Section 16 executive officers; |
• | eviewing our executive compensation policies and plans; |
• | implementing and administering our incentive compensation equity-based remuneration plans; |
• | assisting management in complying with our proxy statement and annual report disclosure requirements; |
• | approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and employees; |
• | producing a report on executive compensation to be included in our annual proxy statement; and |
• | reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors. |
• | should have demonstrated notable or significant achievements in business, education or public service; |
• | should possess the requisite intelligence, education and experience to make a significant contribution to the board of directors and bring a range of skills, diverse perspectives and backgrounds to its deliberations; and |
• | should have the highest ethical standards, a strong sense of professionalism and intense dedication to serving the interests of the shareholders. |
(i) | duty to act in good faith in what the director or officer believes to be in the best interests of the company as a whole; |
(ii) | duty to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose; |
(iv) | duty to exercise powers fairly as between different sections of shareholders; |
(v) | duty not to put themselves in a position in which there is a conflict between their duty to the company and their personal interests; and |
(vi) | duty to exercise independent judgment. |
Entity |
Entity’s Business |
Affiliation | ||||
Gerhard Cromme | Auto1 Group SE |
Digital Automotive Platform |
Chairman of the Supervisory Board | |||
eClear AG |
VAT/Customs Compliance and Clearing House |
Supervisory Board Member | ||||
Highview Enterprises Ltd |
Energy Company |
Supervisory Board Member | ||||
ODDO BHF-Group |
Financial Services |
Co-Chairman of the Supervisory Board | ||||
P.A.C. Verwaltungs GmbH |
Management and Consultancy Services |
Managing Director | ||||
Aroundtown S.A. |
Real Estate Company |
Chairman of the Advisory Board | ||||
Shmuel Chafets | Alliance Technologies |
Business Process Outsourcing |
Board Member | |||
AutoLeadStar |
Automotive Retail Engagement Platform Designed to Automate Operational Dealerships |
Board Member | ||||
Badi |
Rental Platform |
Board Member | ||||
Fresha |
Salon and Spa Management Platform |
Board Member | ||||
Fuse AutoTech, Inc. |
Fintech Software Platform |
Board Member | ||||
HeavenHR |
HR Management Platform |
Board Member | ||||
Hive Media Group |
Media |
Board Member | ||||
IndoorRobotics |
Indoor Drone Technology |
Board Member | ||||
Innplay |
Gaming studio developer |
Board Member | ||||
KarmaNow |
Smart Online Shopping Assistant |
Board Member | ||||
McMakler |
Hybrid Real Estate Transactions |
Board Member |
Entity |
Entity’s Business |
Affiliation | ||||
Minta |
SaaS Video Solutions |
Board Member | ||||
Neilo Beauty |
Beauty Consumer Electronics |
Board Member | ||||
Patient21 |
Virtual Chain of Outpatient Clinics |
Board Member | ||||
PerfectMatch |
HR Platform |
Board Member | ||||
Sam Seamless Networks |
Cybersecurity Technology |
Board Member | ||||
Seekret |
Cybersecurity Technology |
Board Member | ||||
Tarabut Gateways |
Open Banking Platform |
Board Member | ||||
VATBox |
Cloud-based Enterprise Recovery Platform |
Board Member | ||||
Vetaroo |
Veterinary Care |
Board Member | ||||
Voyantis |
No Code Growth Platform |
Board Member | ||||
Heiko Dimmerling | DIMension & Company GmbH |
Management Consulting |
Managing Director | |||
Target Global Selected Opportunities Ltd. |
Investment Company |
Managing Director | ||||
Target Global Sponsor Ltd. |
Investment Company |
Director | ||||
Yaron Valler | Branded E-Commerce Holding GmbH |
Global Digital Consumer Products Platform |
Board Member | |||
Compound Photonics Group Ltd. |
Electronic Components Manufacturer |
Board Member | ||||
Compound Photonics Ltd. |
Electronic Components Manufacturer |
Board Member | ||||
Compound Photonics UK Ltd. |
Electronic Components Manufacturer |
Board Member | ||||
FinanceApp AG (WeFox) |
Technology |
Board Member | ||||
Hyde Park Special Opportunities Limited |
Financial Management |
Managing Director | ||||
Lili Financial Services Inc. |
Banking Services |
Board Member | ||||
Plentific Ltd Limited |
Property Management Services |
Board Member | ||||
Plessey Holdings Ltd. |
Investment Holding Company |
Board Member | ||||
Sela Venture Capital GmbH |
Venture Capital |
Managing Director | ||||
Target Global Sponsor Ltd. |
Investment Company |
Director | ||||
Target Global Selected Opportunities Ltd. |
Investment Company |
Managing Director | ||||
Truphone |
Global Mobile Network |
Board Member | ||||
Michael Abbott | Columbia Care Inc. |
Medical Cannabis |
Executive Chairman | |||
Lars Hinrichs | Cinco Capital Gmbh |
Independent Private Equity Company |
Managing Director | |||
Deutsche Telekom AG |
Telecommunications |
Supervisory Board Member | ||||
Xempus AG |
Independent Technology Provider |
Chairman of the Supervisory Board | ||||
Digital Art Museum GmbH |
Art and Media |
Managing Director | ||||
HackFwd Admin GmbH |
Investment Company |
Managing Director | ||||
Heinz Boese Immobilien Verwaltungs GBR |
Real Estate |
Chairman of the Supervisory Managing Director | ||||
Sigal Regel Rosenberg | Meuhedet Health Fund |
Health Insurance |
Chief Executive Officer | |||
Medica Excel Tel Aviv Ltd. |
Health Care Services |
Director |
• | Our executive officers and directors are not required to, and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our operations and our search for a business combination and their other businesses. We do not intend to have any full-time employees prior to the completion of our initial business combination. Each of our executive officers is engaged in several other business endeavors for which he may be entitled to substantial compensation, and our executive officers are not obligated to contribute any specific number of hours per week to our affairs. |
• | Our sponsor subscribed for founder shares prior to the date of our IPO prospectus and purchased private placement warrants in a transaction that closed simultaneously with the closing of our IPO. |
• | Our sponsor and each member of our management team have entered into an agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and public shares held by them in connection with (i) the completion of our initial business combination and (ii) a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 18 months from the closing of our IPO (or up to 24 months from the closing of our IPO if we extend the period of time to consummate a business combination), or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares. Additionally, our sponsor has agreed to waive its rights to liquidating distributions from the trust account with respect to its founder shares if we fail to complete our initial business combination within the prescribed time frame. If we do not complete our initial business combination within the required time period, the private placement warrants will expire worthless. Our sponsor has agreed to certain transfer restrictions and performance conditionality on its founder shares. With certain limited exceptions: |
• | 50% of the founder shares and any Class A ordinary shares issuable upon conversion thereof held by our sponsor shall not be transferred, assigned or sold except to certain permitted transferees until the completion of our initial business combination; |
• | 25% of the founder shares and any Class A ordinary shares issuable upon conversion thereof held by our sponsor shall not be transferred, assigned or sold except to certain permitted transferees unless and until the last sale price of our ordinary shares equals or exceeds $11.50 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; and |
• | 25% of the founder shares and any Class A ordinary shares issuable upon conversion thereof held by our sponsor shall not be transferred, assigned or sold except to certain permitted transferees unless and until the last sale price of our ordinary shares equals or exceeds $13.00 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. |
• | Our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors is included by a target business as a condition to any agreement with respect to our initial business combination. In addition, our founders, sponsor, officers and directors may sponsor, form or participate in other blank check companies similar to ours during the period in which we are seeking an initial business combination. Any such companies may present additional conflicts of interest in pursuing an acquisition target, particularly in the event there is overlap among investment mandates. |
• | each person known by us to be the beneficial owner of more than 5% of our issued and outstanding ordinary shares; |
• | each of our executive officers and directors that beneficially owns ordinary shares; and |
• | all our executive officers and directors as a group. |
Name of Beneficial Owners(1) |
Number of Class B Ordinary Shares Beneficially Owned |
Number of Class A Ordinary Shares Beneficially Owned |
Approximate Percentage of Issued Outstanding Ordinary Shares(3) |
|||||||||
Target Global Sponsor Ltd. (our sponsor) |
5,072,415 | — | 18.9 | %(4) | ||||||||
5% Shareholders (individually or as a group) |
||||||||||||
Entities affiliated with Apollo(2) |
2,549,248 | — | 9.49 | % | ||||||||
Directors, Executive Officers |
||||||||||||
Gerhard Cromme |
100,000 | — | — | * | ||||||||
Shmuel Chafets |
100,000 | — | — | *(5) | ||||||||
Heiko Dimmerling |
25,000 | — | — | * | ||||||||
Yaron Valler |
— | — | — | (5) | ||||||||
Michael Abbott |
25,000 | — | — | * | ||||||||
Lars Hinrichs |
25,000 | — | — | * | ||||||||
Sigal Regev Rosenberg |
25,000 | — | — | * | ||||||||
All officers and directors as a group (7 individuals) |
300,000 | — | 1.1 | % |
* | Less than one percent. |
(1) | Unless otherwise noted, the business address of each of our shareholders is PO Box 1093, Boundary Hall, Cricket Square, Grand Cayman, KY1-1102, Cayman Islands. |
(2) | Based on the information reported on Schedule 13G filed on December 27, 2021 by (i) Apollo PPF Credit Strategies, LLC (“PPF Credit Strategies”); (ii) Apollo Credit Strategies Master Fund Ltd. (“Credit Strategies”); (iii) Apollo ST Fund Management LLC |
(“ST Management”); (iv) Apollo ST Operating LP (“ST Operating”); (v) Apollo ST Capital LLC (“ST Capital”); (vi) ST Management Holdings, LLC (“ST Management Holdings”); (vii) Apollo A-N Credit Fund (Delaware), L.P. (“A-N Credit”); (viii) Apollo A-N Credit Management, LLC (“A-N Credit Management”); (ix) Apollo SPAC Fund I, L.P. (“SPAC Fund I”); (x) Apollo SPAC Management I, L.P. (“SPAC Management I”); (xi) Apollo SPAC Management I GP, LLC (“SPAC Management I GP”); (xii) Apollo Credit Management, LLC (“ACM LLC”); (xiii) Apollo Capital Credit Management, LLC (“ACCM LLC”); (xiv) Apollo SA Management, LLC (“SA Management”); (xv) Apollo Capital Management, L.P. (“Capital Management”); (xvi) Apollo Capital Management GP, LLC (“Capital Management GP”); (xvii) Apollo Management Holdings, L.P. (“Management Holdings”); and (xviii) Apollo Management Holdings GP, LLC (“Management Holdings GP”). SPAC Fund I, PPF Credit Strategies, Credit Strategies and A-N Credit each holds securities of the Company. Credit Strategies is the sole member of PPF Credit Strategies. ST Management serves as the investment manager for Credit Strategies. ST Operating is the sole member of ST Management. The general partner of ST Operating is ST Capital. ST Management Holdings is the sole member of ST Capital. A-N Credit Management serves as the investment manager for A-N Credit. SPAC Management I serves as the investment manager for SPAC Fund I. The general partner of SPAC Management I is SPAC Management I GP. ACM LLC provides investment management services for Franklin K2 Long Short Credit Fund (“Franklin K2”) and FASF Franklin K2 Alternative Strategies Fund (“FASF-Franklin K2”). ACCM LLC is the sole member of ACM LLC. SA Management provides investment management services for Franklin Templeton Investment Funds - Franklin K2 Alternative Strategies Fund (“FTIF-Franklin K2”). Capital Management serves as the sole member of A-N Credit Management SPAC Management I GP, ACCM LLC, and SA Management, the sole member and manager of ST Management Holdings, and provides investment management services for K2 Apollo Credit Master Fund Ltd. (“K2 Apollo”). Capital Management GP serves as the general partner of Capital Management. Management Holdings serves as the sole member and manager of Capital Management GP, and Management Holdings GP serves as the general partner of Management Holdings. The principal office of each of PPF Credit Strategies, A-N Credit, and SPAC Fund I is One Manhattanville Road, Suite 201, Purchase, New York 10577. The principal office of Credit Strategies is c/o Walkers Corporate Limited, Cayman Corporate Centre, 27 Hospital Road, George Town, Grand Cayman, KY-9008, Cayman Islands. The principal office of each of ST Management, ST Operating, ST Capital, ST Management Holdings, A-N Credit Management, SPAC Management I, SPAC Management I GP, ACM LLC, ACCM LLC, SA Management, Capital Management, Capital Management GP, Management Holdings, and Management Holdings GP is 9 W. 57th Street, 43rd Floor, New York, New York 10019. |
(3) | The percentages reported herein are based upon 26,862,073 of our ordinary shares outstanding as of March 31, 2022, which is the sum of 21,489,658 of our Class A Ordinary Shares and 5,372,415 of our Class B Ordinary Shares (which will automatically convert into Class A Ordinary Shares at the time of our initial business combination or earlier at the option of the holder thereof). |
(4) | The shares reported above are held in the name of our sponsor, Target Global Sponsor Ltd., a Cayman Islands exempt company with its registered address at Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands. As of December 31, 2021, our sponsor was controlled by Shmuel Chafets, Alexander Frolov, Mikhail Lobanov and Yaron Valler, who at that time had voting and investment discretion in respect of the shares held of record by our sponsor and therefore may have been deemed to have shared beneficial ownership of the shares held by our sponsor. Pursuant to transactions on March 1, 2022 and March 8, 2022, Alexander Frolov and Mikhail Lobanov transferred their interests in the indirect parent of the sponsor to Yaron Valler (the “Transfer”) and therefore no longer control the sponsor and may no longer be deemed to have shared beneficial ownership of the shares held by our sponsor. As a result of the Transfer, our sponsor is controlled as of the date hereof by Shmuel Chafets and Yaron Valler, who have voting and investment discretion in respect of the shares held of record by our sponsor and therefore may be deemed to have shared beneficial ownership of the shares held by our sponsor. Each of Shmuel Chafets and Yaron Valler disclaims beneficial ownership of the shares held by our sponsor except to the extent of his pecuniary interest therein, directly or indirectly. |
(5) | Does not include any shares indirectly owned by this individual as a result of his indirect membership interest in our sponsor. |
• | 50% of the founder shares and any Class A ordinary shares issuable upon conversion thereof held by our sponsor shall not be transferred, assigned or sold except to certain permitted transferees until the completion of our initial business combination; |
• | 25% of the founder shares and any Class A ordinary shares issuable upon conversion thereof held by our sponsor shall not be transferred, assigned or sold except to certain permitted transferees unless and until the last sale price of our ordinary shares equals or exceeds $11.50 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; and |
• | 25% of the founder shares and any Class A ordinary shares issuable upon conversion thereof held by our sponsor shall not be transferred, assigned or sold except to certain permitted transferees unless and until the last sale price of our ordinary shares equals or exceeds $13.00 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. |
• | 50% of the founder shares and any Class A ordinary shares issuable upon conversion thereof held by our sponsor shall not be transferred, assigned or sold except to certain permitted transferees until the completion of our initial business combination; |
• | 25% of the founder shares and any Class A ordinary shares issuable upon conversion thereof held by our sponsor shall not be transferred, assigned or sold except to certain permitted transferees unless and until the last sale price of our ordinary shares equals or exceeds $11.50 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; and |
• | 25% of the founder shares and any Class A ordinary shares issuable upon conversion thereof held by our sponsor shall not be transferred, assigned or sold except to certain permitted transferees unless and until the last sale price of our ordinary shares equals or exceeds $13.00 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. |
Page |
||||
Report of Independent Registered Public Accounting Firm (PCAOB ID Number 688) |
F-2 |
|||
Balance Sheet as of December 31, 2021 |
F-3 |
|||
Statements of Operations for the Period from February 2, 2021 (inception) through December 31, 2021 |
F-4 |
|||
Statements of Changes in Shareholders’ Deficit for the Period from February 2, 2021 (inception) through December 31, 2021 |
F-5 |
|||
Statements of Cash Flows for the Period from February 2, 2021 (inception) through December 31, 2021 |
F-6 |
|||
Notes to Financial Statements |
F-7 |
101.CAL* | Inline Taxonomy Extension Calculation Linkbase | |
101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase | |
101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase. | |
101.DEF* | Inline XBRL Taxonomy Extension Definition Document. | |
104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) |
* | Filed herewith. |
Page |
||||
Report of Independent Registered Public Accounting Firm (PCAOB ID Number 688) |
F-2 |
|||
Financial Statements: |
||||
F-3 |
||||
F-4 |
||||
F-5 |
||||
F-6 |
||||
F-7 |
Assets: |
||||
Current assets: |
||||
Cash |
$ | |||
Prepaid expenses |
||||
Total current assets |
||||
Prepaid expenses |
||||
Investment held in Trust Account |
||||
Total assets |
$ |
|||
Liabilities, Shares Subject to Redemption and Shareholders’ Deficit |
||||
Current liabilities: |
||||
Accrued offering costs and expenses |
$ | |||
Due to related party |
||||
Promissory Note—Related Party |
||||
Over-allotment liability |
||||
Total current liabilities |
||||
Deferred underwriting commissions |
||||
Total liabilities |
$ |
|||
Commitments and Contingencies (Note 6) |
||||
Class A ordinary shares subject to possible redemption, |
||||
Shareholders’ Deficit |
||||
Preference shares, $ |
||||
Class A ordinary shares, $ |
||||
Class B ordinary shares, $ |
||||
Additional paid-in capital |
||||
Accumulated deficit |
( |
) | ||
Total shareholders’ deficit |
( |
) | ||
Total Liabilities, Shares Subject to Redemption and Shareholders’ Deficit |
$ |
|||
Formation and operating costs |
$ | |||
|
|
|||
Loss from operations |
( |
) | ||
|
|
|||
Other income |
||||
Trust interest income |
||||
Change in fair value of overallotment liability |
||||
|
|
|||
Total other income |
||||
|
|
|||
Net loss |
$ |
( |
) | |
|
|
|||
Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption |
||||
|
|
|||
Basic and diluted net loss per share, Class A ordinary shares subject to possible redemption |
$ | ( |
) | |
|
|
|||
Basic and diluted, weighted average shares outstanding – Class B non-redeemable ordinary shares |
||||
|
|
|||
Basic and diluted net loss per share, Class B ordinary shares |
$ | ( |
) | |
|
|
Class B Ordinary Shares |
||||||||||||||||||||
Shares |
Amount |
Additional Paid-in Capital |
Accumulated Deficit |
Shareholders’ Deficit |
||||||||||||||||
Balance as of February 2, 2021 (inception) |
$ |
$ |
$ |
$ |
||||||||||||||||
Class B ordinary shares issued to Sponsor |
— | |||||||||||||||||||
Private placement warrants |
||||||||||||||||||||
Proceeds allocated to public warrants |
||||||||||||||||||||
Offering costs associated with issuance of warrants |
( |
) | ( |
) | ||||||||||||||||
Forfeiture of Class B shares upon exercise of OA |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Remeasurement of Class A ordinary shares subject to redemption value |
— | — | ( |
) | ( |
) | ( |
) | ||||||||||||
Reduction of overallotment liability due to partial exercise |
||||||||||||||||||||
Net loss |
— | — | — | ( |
) | ( |
) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance as of December 31, 2021 |
$ |
$ |
$ |
( |
) |
$ |
( |
) | ||||||||||||
|
|
|
|
|
|
|
|
|
|
Cash flows from operating activities: |
||||
Net loss |
$ | ( |
) | |
Adjustments to reconcile net loss to net cash used in operating activities: |
||||
Formation cost paid by Sponsor |
||||
Interest earned on investment held in Trust Account |
( |
) | ||
Change in fair value of overallotment liability |
( |
) | ||
Changes in operating assets and liabilities: |
||||
Prepaid expenses |
( |
) | ||
Accrued offering costs and expenses |
||||
Due to related party |
||||
Net cash used in operating activities |
( |
) | ||
Cash flows from investing activities: |
||||
Investments held in Trust |
( |
) | ||
Net cash used in investing activities |
( |
) | ||
Cash flows from financing activities: |
||||
Proceeds from initial public offering, net of costs |
||||
Proceeds from private placement |
||||
Proceeds from issuance of promissory note to related party |
||||
Net cash provided by financing activities |
||||
Net change in cash |
||||
Cash, February 2, 2021 (inception) |
||||
Cash, end of the period |
$ |
|||
Supplemental disclosure of cash flow information: |
||||
Deferred offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares |
$ | |||
Remeasurement of Class A ordinary shares subject to possible redemption value |
$ | |||
Deferred underwriters’ discount payable charged to additional paid in capital |
$ | |||
Carrying Value as of December 31, 2021 |
Gross Unrealized Gains |
Gross Unrealized Losses |
Fair Value as of December 31, 2021 |
|||||||||||||
U.S. Treasury Securities (matures |
( |
) |
||||||||||||||
$ |
$ |
$ |
( |
) |
$ |
|||||||||||
• | Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; |
• | Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and |
• | Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. |
Gross proceeds |
$ |
|||
Less: |
||||
Proceeds allocated to Public Warrants |
( |
) | ||
Class A ordinary shares issuance costs |
( |
) | ||
Plus: |
||||
Remeasurement of carrying value to redemption value |
||||
|
|
|||
Class A ordinary shares subject to possible redemption |
$ |
|||
|
|
For the Period From February 2, 2021 (Inception) Through December 31, 2021 |
||||
Class A ordinary shares subject to possible redemption |
||||
Numerator: |
||||
Net loss allocable to Class A ordinary shares subject to possible redemption |
$ |
( |
) | |
Denominator: |
||||
Weighted Average Class A ordinary shares subject to possible redemption, basic and diluted |
||||
|
|
|||
Basic and Diluted net loss per share, Class A ordinary shares subject to possible redemption |
$ |
( |
) | |
|
|
|||
Class B non-redeemable ordinary shares |
||||
Numerator: |
||||
Net loss allocable to Class B ordinary shares |
$ |
( |
) | |
Denominator: |
||||
Weighted Average Class B ordinary shares, basic and diluted |
||||
|
|
|||
Basic and diluted net loss per share, Class B ordinary shares |
$ |
( |
) | |
|
|
• | |
• | 30-trading day period commencing at least |
• | 30-trading day period commencing at least |
• | in whole and not in part; |
• | at a price of $ |
• | upon a minimum of 30 days’ prior written notice of redemption; and |
• | if, and only if, the last reported sale price of the Class A ordinary shares equals or exceeds $ |
TARGET GLOBAL ACQUISITION I CORP. | ||
By: | /s/ Shmuel Chafets | |
Name: Shmuel Chafets | ||
Title: Chief Executive Officer |
Name |
Position |
Date | ||
/s/ Shmuel Chafets |
Chief Executive Officer (Principal Executive Officer) | April 14, 2022 | ||
Shmuel Chafets | ||||
/s/ Heiko Dimmerling |
Chief Financial Officer and Director | April 14, 2022 | ||
Heiko Dimmerling | (Principal Financial and Accounting Officer) | |||
/s/ Yaron Valler |
Chief Investment Officer | April 14, 2022 | ||
Yaron Valler | ||||
/s/ Gerhard Cromme |
Chairman and Director | April 14, 2022 | ||
Gerhard Cromme | ||||
/s/ Sigal Regev Rosenberg |
Director | April 14, 2022 | ||
Sigal Regev Rosenberg | ||||
/s/ Lars Hinrichs |
Director | April 14, 2022 | ||
Lars Hinrichs | ||||
/s/ Michael Abbott |
Director | April 14, 2022 | ||
Michael Abbott |