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):
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation) |
(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): + |
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| (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 5.03. Amendments to Memorandum and Articles of Association
At the Shareholder Meeting, the shareholders of the Company approved to amend, by way of special resolution, the Company’s Articles to extend the date (the “Termination Date”) by which the Company has to consummate an initial business combination (the “Extension Amendment”) from June 9, 2025 to December 9, 2026 (the “Articles Extension Date”), unless the closing of an initial business combination (the “Business Combination”) shall have occurred prior thereto (the “Extension Amendment Proposal”).
On or around June 11, 2025, 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 5,980,761 of the Company’s ordinary shares were present in person or represented by proxy, which represented approximately 83.6% of the ordinary shares issued and outstanding and entitled to vote as of the record date of May 30, 2025, and constituted a quorum for the transaction of business.
At the Shareholder Meeting, the Company’s shareholders approved the Extension Amendment Proposal, which is more fully described in the definitive proxy statement filed by the Company with the Securities and Exchange Commission on June 3, 2025.
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 | ||
| 5,344,124 | 636,637 | 0 |
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Item 8.01. Other Events
Redemption of Class A Ordinary Shares
In connection with the shareholders’ vote at the Shareholder Meeting, the holders of 1,696,270 Class A ordinary shares of the Company properly exercised their right to redeem their shares for cash at a redemption price of approximately $11.81 per share.
As a result, approximately $20,027,308 will be removed from the Trust Account to redeem such shares and 84,746 Class A ordinary shares of the Company will remain outstanding after the redemption has been effected. Upon payment of the redemption, approximately $1,000,568 will remain in the Trust Account.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit Number |
Description | |
| 3.1 | Amended and Restated Memorandum and Articles of Association of Target Global Acquisition I Corp., dated June 9, 2025. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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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: June 11, 2025
| TARGET GLOBAL ACQUISITION I CORP. | |||
| By: | /s/ Michael Minnick | ||
| Name: | Michael Minnick | ||
| Title: | Chief Executive Officer | ||
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