Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Amendment No. 2)*
Under the Securities Exchange Act of 1934
TARGET GLOBAL
ACQUISITION I CORP.
(Name of Issuer)
CLASS A ORDINARY SHARES, PAR VALUE $0.0001 PER
SHARE
(Title of Class of Securities)
G8675N 109
(CUSIP Number)
November 29, 2023
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
* The remainder of this cover page shall be filled out of a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes)
| CUSIP No. G8675N 109 | Schedule 13G |
| 1 |
NAME OF REPORTING PERSON
Target Global Sponsor Ltd. |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐ |
| 3 | SEC USE ONLY
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 |
SOLE VOTING POWER
- 0 - |
| 6 |
SHARED VOTING POWER
5,072,415(1) | |
| 7 |
SOLE DISPOSITIVE POWER
- 0 - | |
| 8 |
SHARED DISPOSITIVE POWER
5,072,415(1) |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,072,415(1) |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
|
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
54.50%(1) |
| 12 |
TYPE OF REPORTING PERSON
OO |
| CUSIP No. G8675N 109 | Schedule 13G |
| 1 |
NAME OF REPORTING PERSON
Shmuel Chafets |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐ |
| 3 | SEC USE ONLY
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States, Israel |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 |
SOLE VOTING POWER
100,000(2) |
| 6 |
SHARED VOTING POWER
5,072,415(1) | |
| 7 |
SOLE DISPOSITIVE POWER
100,000(2) | |
| 8 |
SHARED DISPOSITIVE POWER
5,072,415(1) |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,172,415(1)(2)
|
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
|
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
55.57%(1)(2) |
| 12 |
TYPE OF REPORTING PERSON
IN |
| CUSIP No. G8675N 109 | Schedule 13G |
| 1 |
NAME OF REPORTING PERSON
Yaron Valler |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐ |
| 3 | SEC USE ONLY
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Israel |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 |
SOLE VOTING POWER
0 |
| 6 |
SHARED VOTING POWER
5,072,415(1) | |
| 7 |
SOLE DISPOSITIVE POWER
0 | |
| 8 |
SHARED DISPOSITIVE POWER
5,072,415(1) |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,072,415(1) |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
|
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
54.50%(1) |
| 12 |
TYPE OF REPORTING PERSON
IN |
(1) On June 11, 2023, the Issuer issued 5,047,415 Class A Ordinary Shares, par value $0.0001 per share to the Reporting Person (as defined below), upon the conversion of an equal number of the Issuer’s Class B Ordinary Shares previously held by the Reporting Person. On November 29, 2023, pursuant to a securities exchange agreement between the Reporting Person and a director of the Issuer (the “Director”), the Reporting Person assigned and transferred to the Director 25,000 Class A Ordinary Shares in exchange for the simultaneous transfer and assignment to the Reporting Person by the Director of 25,000 Class B Ordinary Shares of the Issuer. As a result, the Reporting Person owns 5,047,415 Class A Ordinary Shares and 25,000 Class B Ordinary Shares of the Issuer as of the date hereof. The Class B Ordinary Shares of the Issuer are automatically convertible into Issuer’s Class A Ordinary Shares as more fully described under the heading “Description of Securities – Founder Shares” in the Issuer’s registration statement on Form S-1 (File No. 333-253732). The percentage shown under Item 11 reflects the Reporting Person’s beneficial ownership of both Class A and Class B Ordinary Shares of the Issuer. For further information, please see Item 4 below.
(2) On June 11, 2023, the Issuer issued 100,000 Class A Ordinary Shares, par value $0.0001 per share to Mr. Shmuel Chafets, upon the conversion of an equal number of the Issuer’s Class B Ordinary Shares held by Mr. Chafets previously. As a result, Mr. Chafets directly owns 100,000 Class A Ordinary Shares of the Issuer as of the date of this report. The percentage shown under Item 11 reflects Mr. Chafet’s sole and shared beneficial ownership of both Class A and Class B Ordinary Shares of the Issuer.
Item 1(a). Name of Issuer:
Target Global Acquisition I Corp. (the “Issuer”)
Item 1(b). Address of Issuer’s Principal Executive Offices:
PO Box 10176, Governor’s Square
23 Lime Tree Bay Avenue, Grand Cayman
KY1-1002, Cayman Islands
Item 2(a). Name of Person Filing:
Target Global Sponsor Ltd. (the “Reporting Person”)
Shmuel Chafets
Yaron Valler
Item 2(b). Address of Principal Business Office or, if none, Residence:
For each of Target Global Sponsor Ltd., Shmuel Chafets and Yaron Valler – PO Box 10176, 23 Lime Tree Bay Avenue, Grand Cayman KY1-1002, Cayman Islands
Item 2(c). Citizenship:
Target Global Sponsor Ltd. – Cayman Islands
Shmuel Chafets – United States, Israel
Yaron Valler – Israel
Item 2(d). Titles of Classes of Securities:
Class A Ordinary Shares, par value $0.0001 per share.
Item 2(e). CUSIP Number:
G8675N 109
Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a(n):
| (a) | ☐ | Broker or dealer registered under Section 15 of the Exchange Act (15 U.S.C. 78o). |
| (b) | ☐ | Bank as defined in Section 3(a)(6) of the Exchange Act (15 U.S.C. 78c) |
| (c) | ☐ | Insurance company as defined in Section 3(a)(19) of the Exchange Act (15 U.S.C. 78c). |
| (d) | ☐ | Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). |
| (e) | ☐ | Investment adviser in accordance with §240.13d-1(b)(1)(ii)(E). |
| (f) | ☐ | Employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F). |
| (g) | ☐ | Parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G). |
| (h) | ☐ | Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813). |
| (i) | ☐ | Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3). |
| (j) | ☐ | Non-U.S. institution, in accordance with § 240.13d-1(b)(1)(ii)(J). |
| (k) | ☐ | Group in accordance with §240.13d-1(b)(1)(ii)(K). |
If filing as a non-U.S. institution in accordance with §240. 13d-1(b)(1)(ii)(J), please specify the type of institution: ______________ .
Item 4. Ownership
The responses to Items 5-11 of the cover pages of this Schedule 13G are incorporated herein by reference.
In June and December 2023, the Issuer held two shareholder meetings to extend the date by which the Issuer has to consummate an initial business combination. In connection with the June 2023 shareholder meeting, the holders of 16,994,128 Class A Ordinary Shares of the Issuer, and in connection with the December 2023 shareholder meeting, the holders of 561,310 Class A Ordinary Shares of the Issuer, properly exercised their right to redeem their shares.
On June 11, 2023, the Issuer issued 5,047,415 Cl ass A Ordinary Shares, par value $0.0001 per share to the Reporting Person, upon the conversion of an equal number of the Issuer’s Class B Ordinary Shares previously held by the Reporting Person. On November 29, 2023, pursuant to a securities exchange agreement between the Reporting Person and a director of the Issuer (the “Director”), the Reporting Person assigned and transferred to the Director 25,000 Class A Ordinary Shares in exchange for the simultaneous transfer and assignment to the Reporting Person by the Director of 25,000 Class B Ordinary Shares of the Issuer.
As a result, as of the date hereof, the Reporting Person may be deemed to beneficially own:
| (i) | 5,047,415 of the Issuer’s Class A Ordinary Shares, representing 54.23% of the total Class A and Class B Ordinary Shares issued and outstanding and |
| (ii) | 25,000 of the Issuer’s Class B Ordinary Shares, representing 0.26% of the total Class A and Class B Ordinary Shares issued and outstanding. The Class B Ordinary Shares are automatically convertible into Issuer’s Class A Ordinary Shares at the time of the Issuer’s initial business combination on a one-for-one basis, subject to adjustment, as more fully described under the heading “Description of Securities – Founder Shares” in the Issuer’s registration statement on Form S-1 (File No. 333-253732). |
The shares reported above are held in the name
of Target Global Sponsor Ltd. (the “sponsor”), a Cayman Islands exempt company with its registered address at PO Box 10176,
Governor’s Square, 23 Lime Tree Bay Avenue, KY1-1002, Cayman Islands. As of December 31, 2023, the sponsor was controlled by Shmuel
Chafets and Yaron Valler, who at that time had voting and investment discretion in respect of the shares held of record by the sponsor
and therefore may have been deemed to have shared beneficial ownership of the shares held by the sponsor. Each of Shmuel Chafets and Yaron
Valler disclaims beneficial ownership of the shares held by the sponsor except to the extent of his pecuniary interest therein, directly
or indirectly.
Item 5. Ownership of Five Percent or Less of a Class.
Not Applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not Applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
Not Applicable.
Item 8. Identification and Classification of Members of the Group.
Not Applicable.
Item 9. Notice of Dissolution of Group.
Not Applicable.
Item 10. Certification.
Not Applicable.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 13, 2024
| Target Global Sponsor Ltd. | |||
| By: | /s/ Heiko Dimmerling | ||
| Name: | Heiko Dimmerling | ||
| Title: | Authorized Signatory | ||
| Shmuel Chafets | ||
| By: | /s/ Shmuel Chafets | |
| Yaron Valler | ||
| By: | /s/ Yaron Valler | |
Exhibit Index
| Exhibit | Description | ||
| Exhibit A | Joint Filing Agreement dated February 13, 2024, by and among Target Global Sponsor Ltd., Shmuel Chafets and Yaron Valler. | ||
|
| |||
Exhibit A
Joint Filing Agreement
The undersigned hereby agrees that they are filing jointly pursuant to Rule 13-d-1(k)(1) of the Securities Exchange Act of 1934, as amended, with respect to ordinary shares of Class A Ordinary Shares of Target Global Acquisition I Corp. The undersigned further agree and acknowledge that such shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained herein, but shall not be responsible for completeness and accuracy of the information concerning the other, except to the extent that it knows or has reason to believe that such information is inaccurate.
| Target Global Sponsor Ltd. | |||
| By: | /s/ Heiko Dimmerling | ||
| Name: | Heiko Dimmerling | ||
| Title: | Authorized Signatory | ||
| Shmuel Chafets | ||
| By: | /s/ Shmuel Chafets | |
| Yaron Valler | ||
| By: | /s/ Yaron Valler | |