☒ | QUARTERLY 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 |
Cayman Islands | 001-41135 | N/A | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. mploye rIdentification No.) |
PO Box 1093, Boundary Hall Cricket Square, Grand Cayman KY1-1102, Cayman Islands | KY1-1102 | |
(Address of Principal Executive Offices) | (Zip Code) |
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 Global Market | ||
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 | TGAAW | The Nasdaq Global Market | ||
Units, each consisting of one Class A ordinary share and one-third of one redeemable warrant | TGAAU | The Nasdaq Global Market |
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |||
Emerging growth company | ☒ |
TARGET GLOBAL ACQUISITION I CORP.
TABLE OF CONTENTS
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Item 2. | 16 | |||||||
Item 3. | 20 | |||||||
Item 4. | 20 | |||||||
21 | ||||||||
Item 1. | ||||||||
Item | ||||||||
Item | ||||||||
21 | ||||||||
Item 3. | Defaults Upon Senior Securities | 21 | ||||||
Item 4. | Mine Safety Disclosures | 21 | ||||||
Item 5. | Other Information | 22 | ||||||
Item | 22 | |||||||
September 30, 2021 | ||||
Assets | ||||
Deferred offering costs | $ | 662,336 | ||
Total Assets | $ | 662,336 | ||
Liabilities and Shareholders’ Equity | ||||
Current liabilities: | ||||
Accrued offering costs and expenses | $ | 620,702 | ||
Promissory note – related party | 26,706 | |||
Total current liabilities | 647,408 | |||
Commitments and Contingencies (Note 6) | 0 | |||
Shareholders’ Equity: | ||||
Preference shares, $0.0001 par value; 005,000,000 shares authorized; 00NaN issued and outstanding | 0 | |||
Class A ordinary shares, $0.0001 par value; 0500,000,000 shares authorized; 00NaN issued and outstanding | 0 | |||
Class B ordinary shares, $0.0001 par value; 050,000,000 shares authorized; 7,187,500 shares issued and outstanding (1) | 719 | |||
Additional paid-in capital | 24,281 | |||
Accumulated deficit | (10,072 | ) | ||
Total S hareholders’ equity | 14,928 | |||
Total Liabilities and Shareholders’ Equity | $ | 662,336 | ||
September 30, 2022 (Unaudited) | December 31, 2021 | |||||||
Assets: | ||||||||
Current assets: | ||||||||
Cash | $ | 308,369 | $ | 1,006,074 | ||||
Prepaid expenses | 180,028 | 200,478 | ||||||
Total current assets | 488,397 | 1,206,552 | ||||||
Prepaid expenses, non-current | — | 163,973 | ||||||
Investment held in Trust Account | 220,381,467 | 219,204,052 | ||||||
Total assets | $ | 220,869,864 | $ | 220,574,577 | ||||
Liabilities, Shares Subject to Redemption and Shareholders’ Deficit | ||||||||
Current liabilities: | ||||||||
Accounts payable and accrued expenses | $ | 638,458 | $ | 502,745 | ||||
Due to related party | 97,419 | 7,419 | ||||||
Promissory Note—Related Party | — | 42,156 | ||||||
Over-allotment liability | — | 30,207 | ||||||
Total current liabilities | 735,877 | 582,527 | ||||||
Deferred underwriting commissions | 7,521,380 | 7,521,380 | ||||||
Total liabilities | 8,257,257 | 8,103,907 | ||||||
Commitments and Contingencies (Note 6) | ||||||||
Class A ordinary shares subject to possible redemption, 21,489,658 shares at redemption value of $10.26 and $10.20 at September 30, 2022 and December 31, 2021, respectively | 220,381,466 | 219,194,512 | ||||||
Shareholders’ Equity | ||||||||
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding at September 30, 2022 and December 31, 2021 | — | — | ||||||
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; none outstanding (excluding 21,489,658 shares subject to possible redemption) at September 30, 2022 and December 31, 2021 | — | — | ||||||
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 5,372,415 shares issued and outstanding at September 30, 2022 and December 31, 2021 | 537 | 537 | ||||||
Accumulated deficit | (7,769,396 | ) | (6,724,379 | ) | ||||
Total Shareholders’ Deficit | (7,768,859 | ) | (6,723,842 | ) | ||||
Total Liabilities, Shares Subject to Redemption and Shareholders’ Deficit | $ | 220,869,864 | $ | 220,574,577 | ||||
For the three months ended September 30, 2021 | For the Period from February 2, 2021 (Inception) through September 30, 2021 | |||||||
Formation cost s | $ | 0 | $ | 10,072 | ||||
Net loss | $ | 0 | $ | (10,072 | ) | |||
Basic and diluted weighted average Class B shares outstanding (1) | 6,250,000 | 6,250,000 | ||||||
Basic and diluted net loss per share | $ | (0.00 | ) | $ | (0.00 | ) | ||
For the three months ended September 30, | For the nine months ended September 30, | For the period from February 2, 2021 (inception) through September 30, | ||||||||||||||
2022 | 2021 | 2022 | 2021 | |||||||||||||
General and administrative expenses | $ | 281,241 | $ | — | $ | 1,065,685 | $ | 10,072 | ||||||||
Loss from operations | (281,241 | ) | — | (1,065,685 | ) | (10,072 | ) | |||||||||
Other income | ||||||||||||||||
Interest income on investment held in Trust Account | 959,949 | — | 1,177,415 | — | ||||||||||||
Change in fair value of overallotment liability | — | — | 30,207 | — | ||||||||||||
T otal other income | 959,949 | — | 1,207,622 | — | ||||||||||||
Net income (loss) | $ | 678,708 | $ | — | $ | 141,937 | $ | (10,072 | ) | |||||||
Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption | 21,489,658 | — | 21,489,658 | — | ||||||||||||
Basic and diluted net income per share, Class A ordinary shares subject to possible redemption | $ | 0.03 | $ | — | $ | 0.01 | $ | — | ||||||||
Basic and diluted, weighted average shares outstanding, Class B non-redeemable ordinary shares | 5,372,415 | 6,250,000 | 5,372,415 | 6,250,000 | ||||||||||||
Basic and diluted net income (loss) per share, Class Bnon-redeemable ordinary shares | $ | 0.03 | $ | (0.00 | ) | $ | 0.01 | $ | (0.00 | ) | ||||||
The accompanying notes are an integral part of these unaudited condensed financial statements. |
Class B | Additional | Total | ||||||||||||||||||
Ordinary Shares | Paid-in | Accumulated | Shareholder’s | |||||||||||||||||
Shares (1) | Amount | Capital | Deficit | Equity | ||||||||||||||||
Balance as of February 2, 2021 (inception) | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | |||||||||||
Class B ordinary shares issued to an affiliate of Sponsor (and subsequently transferred to Sponsor) | 7,187,500 | 719 | 24,281 | — | 25,000 | |||||||||||||||
Net loss | — | — | — | (10,072 | ) | (10,072 | ) | |||||||||||||
Balance as of September 30, 2021 (unaudited) | 7,187,500 | $ | 719 | $ | 24,281 | $ | (10,072 | ) | $ | 14,928 | ||||||||||
Cash Flows from Operating Activities: | $ | (10,072 | ) | |
Net loss | ||||
Formation cost paid by related party | 10,072 | |||
Net cash used in operating activities | 0 | |||
Net change in cash | 0 | |||
Cash, beginning of the period | 0 | |||
Cash, end of the period | $ | 0 | ||
Supplemental disclosure of cash flow information: | ||||
Deferred offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares | $ | 14,928 | ||
Deferred offering costs paid by the Sponsor under the promissory note | $ | 26,706 | ||
Deferred offering costs included in accrued offerings costs and expenses | $ | 620,702 | ||
Class A Ordinary Shares subject to redemption | Class B Ordinary Shares | Additional Paid-in Capital | Accumulated Deficit | Shareholders’ Deficit | ||||||||||||||||||||||||
Shares | Amount | Shares | Amount | |||||||||||||||||||||||||
Balance as of December 31, 2021 | 21,489,658 | $ | 219,194,512 | 5,372,415 | $ | 537 | $ | — | $ | (6,724,379 | ) | $ | (6,723,842 | ) | ||||||||||||||
Accretion for Class A Common Stock to redemption value | 227,005 | (227,005 | ) | (227,005 | ) | |||||||||||||||||||||||
Net loss | — | — | — | — | — | (536,771 | ) | (536,771 | ) | |||||||||||||||||||
Balance as of June 30, 2022 | 21,489,658 | $ | 219,421,517 | 5,372,415 | $ | 537 | $ | — | $ | (7,488,155 | ) | $ | (7,487,618 | ) | ||||||||||||||
Accretion for Class A Common Stock to redemption value | 959,949 | (959,949 | ) | (959,949 | ) | |||||||||||||||||||||||
Net income | — | — | — | — | — | 678,708 | 678,708 | |||||||||||||||||||||
Balance as of September 30, 2022 | 21,489,658 | $ | 220,381,466 | 5,372,415 | $ | 537 | $ | — | $ | (7,769,396 | ) | $ | (7,768,859 | ) | ||||||||||||||
Class A Ordinary Shares subject to redemption | Class B Ordinary Shares | Additional Paid-in Capital | Accumulated Deficit | Shareholders’ Equity | ||||||||||||||||||||||||
Shares | Amount | Shares | Amount | |||||||||||||||||||||||||
Balance as of February 2, 2021 (inception) | 21,489,658 | $ | 219,194,512 | — | $ | — | $ | — | $ | — | $ | — | ||||||||||||||||
Class B ordinary shares issued to Sponsor | — | — | 5,750,000 | 575 | 24,425 | — | 25,000 | |||||||||||||||||||||
Net loss | — | — | — | — | — | (8,663 | ) | (8,663 | ) | |||||||||||||||||||
Balance as of June 30, 2021 | 21,489,658 | $ | 219,194,512 | 5,750,000 | $ | 575 | $ | 24,425 | $ | (8,663 | ) | $ | 16,337 | |||||||||||||||
Net loss | — | — | — | — | — | (1,409 | ) | (1,409 | ) | |||||||||||||||||||
Balance as of September 30, 2021 | 21,489,658 | $ | 219,194,512 | 5,750,000 | $ | 575 | $ | 24,425 | $ | (10,072 | ) | $ | 14,928 | |||||||||||||||
For the nine months ended September 30, 2022 | For the period from February 2, 2021 (inception) through September 30, 2021 | |||||||
Cash flows from operating activities: | ||||||||
Net income (loss) | $ | 141,937 | $ | (10,072 | ) | |||
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||||||||
Formation costs paid by Sponsor | — | 10,072 | ||||||
Interest earned on investment held in Trust Account | (1,177,415 | ) | — | |||||
Change in fair value of overallotment liability | (30,207 | ) | — | |||||
Changes in operating assets and liabilities: | ||||||||
Prepaid expenses | 184,423 | — | ||||||
Accounts payable and accrued expenses | 135,713 | — | ||||||
Due to related party | 90,000 | — | ||||||
Net cash used in operating activities | (655,549 | ) | — | |||||
Cash flow from a financing activity: | ||||||||
Payment of promissory note—related party | (42,156 | ) | — | |||||
Net cash used in a financing activity | (42,156 | ) | — | |||||
Net change in cash | (697,705 | ) | — | |||||
Cash, beginning of the period | 1,006,074 | — | ||||||
Cash, end of the period | $ | 308,369 | $ | — | ||||
Supplemental disclosure of cash flow information: | ||||||||
Accretion for Class A Common Stock to redemption | $ | 1,186,954 | $ | — | ||||
Deferred offering costs paid by the Sponsor under the promissory note | $ | — | $ | 26,706 | ||||
Deferred offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares | $ | — | $ | 14,928 | ||||
Deferred offering costs included in accounts payable and accrued expenses | $ | — | $ | 620,702 | ||||
Carrying Value as of September 30, 2022 | Gross Unrealized Gains | Gross Unrealized Losses | Fair Value as of September 30, 2022 | |||||||||||||
U.S. Treasury Securities Fund | $ | 220,381,467 | $ | — | $ | — | $ | 220,381,467 |
Carrying Value as of December 31, 2021 | Gross Unrealized Gains | Gross Unrealized Losses | Fair Value as of December 31, 2021 | |||||||||||||
U.S. Treasury Securities (matured September 16, 2022) | $ | 219,204,052 | $ | — | $ | (24,956 | ) | $ | 219,179,096 |
Gross proceeds | $ | 214,896,580 | ||
Less: | ||||
Proceeds allocated to Public Warrants | (2,865,288 | ) | ||
Class A ordinary shares issuance costs | (12,738,617 | ) | ||
Plus: | ||||
Remeasurement of carrying value to redemption value | 21,088,791 | |||
Class A ordinary shares subject to possible redemption | $ | 220,381,466 | ||
For the three months ended September 30, | For the nine months ended September 30, | For the period from February 2, 2021 (inception) through September 30, | ||||||||||||||
2022 | 2021 | 2022 | 2021 | |||||||||||||
Class A ordinary shares subject to possible redemption | ||||||||||||||||
Numerator: | ||||||||||||||||
Net income allocable to Class A ordinary shares subject to possible redemption | $ | 542,966 | $ | — | $ | 113,550 | $ | — | ||||||||
Denominator: | ||||||||||||||||
Weighted Average Class A ordinary shares subject to possible redemption, basic and diluted | 21,489,658 | — | 21,489,658 | — | ||||||||||||
Basic and Diluted net income per share, Class A ordinary shares subject to possible redemption | $ | 0.03 | $ | — | $ | 0.01 | $ | — | ||||||||
Class B non-redeemable ordinary shares | ||||||||||||||||
Numerator: | ||||||||||||||||
Net income (loss) allocable to Class B ordinary shares | $ | 135,742 | $ | — | $ | 28,387 | $ | (10,072 | ) | |||||||
Denominator: | ||||||||||||||||
Weighted Average Class B ordinary shares, basic and diluted | 5,372,415 | 6,250,000 | 5,372,415 | 6,250,000 | ||||||||||||
Basic and diluted net income (loss) per share, Class B ordinary shares | $ | 0.03 | $ | (0.00 | ) | $ | 0.01 | $ | (0.00 | ) | ||||||
September 30, 2022 | Quoted Prices In Active Markets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Other Unobservable Inputs (Level 3) | |||||||||||||
U.S. Treasury Securities Fund | $ | 220,381,467 | $ | 220,381,467 | $ | — | $— | |||||||||
$ | 220,381,467 | $ | 220,381,467 | $ | — | $— | ||||||||||
December 31, 2021 | Quoted Prices In Active Markets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Other Unobservable Inputs (Level 3) | |||||||||||||
U.S. Treasury Securities | $ | 219,179,096 | $ | 219,179,096 | $ | — | $— | |||||||||
$ | 219,179,096 | $ | 219,179,096 | $ | — | $— | ||||||||||
PART II - II—OTHER INFORMATION
Item 1. Legal Proceedings.
None.
Item 1A. Risk Factors.
As of the date of this Quarterly Report on Form 10-Q, there have been no material changes to the risk factors disclosed in the Company’s finalour prospectus for its Initial Public Offering filed with the SEC on October 21, 2021 and in our Annual Report for the year ended December 31, 2021. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations. We may disclose changes to such risk factors or disclose additional risk factors from time to time in our future filings with the SEC.
After our initial business combination, substantially all of our assets may be located in a foreign country and substantially all of our revenue will be derived from our operations in such country. Accordingly, our results of operations and prospects will be subject, to a significant extent, to the economic, political and legal policies, developments and conditions in the country in which we operate.
The economic, political and social conditions, as well as government policies, of the country in which our operations are located could affect our business. Economic growth could be uneven, both geographically and among various sectors of the economy and such growth may not be sustained in the future. If in the future such country’s economy experiences a downturn or grows at a slower rate than expected, there may be less demand for spending in certain industries. A decrease in demand for spending in certain industries could materially and adversely affect our ability to find an attractive target business with which to consummate our initial business combination and if we effect our initial business combination, the ability of that target business to become profitable.
We are currently operating in a period of economic uncertainty and capital markets disruption, which has been significantly impacted by geopolitical instability due to the ongoing military conflict between Russia and Ukraine. Our business, financial condition and results of operations may be materially and adversely affected by any negative impact on the global economy and capital markets resulting from the conflict in Ukraine or any other geopolitical tensions.
Russian military actions and the resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets, potentially making it more difficult for us to obtain additional funds.
Any of the above mentioned factors could affect our business, prospects, financial condition, and operating results. The extent and duration of the military action, sanctions and resulting market disruptions are impossible to predict, but could be substantial. Any such disruptions may also magnify the impact of other risks described in the Prospectus or the Annual Report for the year ended December 31, 2021.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Not Applicable.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not Applicable.
21
Item 5. Other Information.
None.
Item 6. Exhibits
The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form
* | Filed herewith. |
22
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, 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: | By: | /s/ Shmuel Chafets | ||||
Name: | Shmuel Chafets | |||||
Title: | Chief Executive Officer | |||||
By: | /s/ Heiko Dimmerling | |||||
Name: | Heiko Dimmerling | |||||
Title: | Chief Financial Officer |