UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM

10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, ~~2021~~2022

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from

TARGET GLOBAL ACQUISITION I CORP.

(Exact Name of Registrant as Specified in its Charter)


Cayman Islands	001-41135	N/A
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. ~~Employer~~E mploye r Identification No.)


PO Box 1093, Boundary Hall Cricket Square, Grand Cayman KY1-1102, Cayman Islands		KY1-1102
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including

area

code: +1 345 814 5772

Not Applicable

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:


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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐☒ No ☒☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation

~~S-T~~

( S-T(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a

~~non-accelerated~~

anon-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule

12b-2

of the Exchange Act.

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule

12b-2

of the Exchange Act): Yes ☒ No ☐

As of ~~January 24,~~ November

2022, there were

21,489,658 shares of the Class A ordinary shares, $0.0001 par value, and 5,372,415 shares of Class B ordinary shares $0.0001 par value, issued and outstanding.

~~Table of Contents~~

TARGET GLOBAL ACQUISITION I CORP.

TABLE OF CONTENTS


		Page
Part I. Financial Information			1
Item 1.	Financial Statements		1
	Condensed Balance ~~Sheet~~Sheets as of September 30, 2022 (Unaudited) and December 31, 2021 ~~(unaudited)~~		1
	Unaudited Condensed Statements of Operations for the three and nine months ended September 30, 2022, for the three months ended September 30, 2021 and for the period from February 2, 2021 (inception) through September 30, 2021 ~~(unaudited)~~		2
	Unaudited Condensed ~~Statement~~Statements of Changes in Shareholders’ ~~Equity~~Deficit for the three and nine months ended September 30, 2022, for the three months ended September 30, 2021 and for the period from February 2, 2021 (inception) through September 30, 2021 ~~(unaudited)~~		3
	Unaudited Condensed ~~Statement~~Statements of Cash Flows for the nine months ended September 30, 2022 and for the period from February 2, 2021 (inception) through September 30, 2021 ~~(unaudited)~~		4
	Notes to Condensed Unaudited Financial Statements ~~(unaudited)~~		5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		16
Item 3.	Quantitative and Qualitative Disclosures Regarding Market Risk		20
Item 4.	Controls and Procedures		20
Part II. Other Information			21
~~Part II.~~ Item 1.	~~Other Information~~Legal Proceedings		2221
Item 1. 1A.	~~Legal Proceedings~~Risk Factors		2221
Item ~~1A.~~ 2.	~~Risk Factors~~		22
~~Item 2.~~	Unregistered Sales of Equity Securities and Use of Proceeds		21
Item 3.	Defaults Upon Senior Securities		21
Item 4.	Mine Safety Disclosures		21
Item 5.	Other Information		22
Item 3. 6.	~~Defaults Upon Senior Securities~~Exhibits		22
~~Item 4.~~ Part III. Signatures		~~Mine Safety Disclosures~~		22
~~Item 5.~~	~~Other Information~~		22
~~Item 6.~~	~~Exhibits~~		23
~~Part III.~~ ~~Signatures~~			24

~~Table of Contents~~

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

TARGET GLOBAL ACQUISITION I ~~CORP~~CORP.

~~UNAUDITED~~

CONDENSED BALANCE ~~SHEET~~SHEETS

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

The accompanying notes are an integral part of these condensed financial statements.

~~(1)~~

This number includes up to 937,500 shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 5). On November 8, 2021, 1,437,500 Class B ordinary shares were cancelled by the Company resulting in a decrease in the total number of Class B ordinary shares outstanding from 7,187,500 shares to 5,750,000 shares. All amounts have been retroactively restated to reflect the cancellation (see Notes 5 and

8). On December 29, 2021, the underwriters partially exercised their over-allotment option and purchased 1,489,658 additional units from the Company. In connection therewith, 377,585 Class B ordinary shares were cancelled by the Company resulting in a decrease in the total number of Class B ordinary shares outstanding to 5,372,415 (see Notes 1 and 5).

Table of Contents

TARGET GLOBAL ACQUISITION I ~~CORP~~CORP.

UNAUDITED CONDENSED STATEMENTS OF OPERATIONS

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 B non-redeemable ordinary shares	$	0.03		$	(0.00	)	$	0.01		$	(0.00	)

~~(1)~~

~~Excluding~~

~~937,500 shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 5).~~

The accompanying notes are an integral part

these unaudited condensed financial statements.

Table of Contents

TARGET GLOBAL ACQUISITION I ~~CORP~~CORP.

UNAUDITED CONDENSED STATEMENTS OF CLASS A ORDINARY SHARES SUBJECT TO REDEMPTION AND

CHANGES IN SHAREHOLDERS’ ~~EQUITY~~

~~FROM FEBRUARY 2, 2021 (INCEPTION) THROUGH SEPTEMBER 30, 2021~~

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

~~(1)~~

~~Table of Contents~~

~~TARGET GLOBAL ACQUISITION I CORP~~

~~UNAUDITED CONDENSED STATEMENT OF CASH FLOWS~~DEFICIT

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022, FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2021 AND FOR

THE PERIOD FROM FEBRUARY 2, 2021 (INCEPTION) THROUGH SEPTEMBER 30, 2021

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

The accompanying notes are an integral part of these unaudited condensed financial statements.

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TARGET GLOBAL ACQUISITION I CORP

UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS


	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

The accompanying notes are an integral part of these unaudited condensed financial statements.

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TARGET GLOBAL ACQUISITION I CORP

NOTES TO ~~UNAUDITED~~ CONDENSED FINANCIAL STATEMENTS

Note 1 — Organization

and

Business Operation ~~and Liquidity~~

Target Global Acquisition I Corp (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on February 2, 2021. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”).

As of September 30, ~~2021,~~2022, the Company had not commenced any operations. All activity for the period from February 2, 2021 (inception) through September 30, ~~2021~~2022 relates to the Company’s formation and the initial public offering described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company ~~will generate~~

generates non-operating income

~~income~~ in the form of interest income on ~~cash and cash equivalents~~investment held in trust account from the proceeds derived from the ~~Initial Public Offering~~Company’s initial public offering (the “IPO”). ~~The Company has selected December 31 as its fiscal year end.~~

The Company’s ~~Sponsor~~sponsor is Target Global Sponsor Ltd., a Cayman Islands company limited by shares (the “Sponsor”).

The registration statement for the Company’s IPO was declared effective on December 8, 2021 (the “Effective Date”). On December 13, 2021, the Company’s consummated the IPO of 20,000,000 units at $10.00 per unit (the “Units”). Each Unit consists of one Class A ordinary share and

one-third

of one redeemable warrant (the “Public Warrants”). Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share.

Simultaneously with the consummation of the IPO, the Company consummated the private placement of 6,666,667 warrants (the “Private Placement Warrants”) to the Sponsor, at a price of $1.50 per Private Placement Warrant in a private placement.

In connection with the IPO, the underwriters were granted

~~Transaction costs amounted to $12,535,264 consisting of $4,000,000 of underwriting commissions, $7,000,000 of deferred underwriting commissions, $510,000 in value~~a 45-day option

from the date of the ~~over-allotment option, and $1,025,264 of other offering costs. In addition, $2,000,000 of cash was held outside of the Trust Account (as defined below) and is available for working capital purposes.~~

prospectus (the “Over-Allotment Option”) to purchase up to 3,000,000 additional units to cover over-allotments (the “Over-Allotment Units”), if any. On December 29, 2021, the underwriters ~~partially exercised their over-allotment option and~~ purchased an additional 1,489,658 ~~units, generating an aggregate of gross proceeds of $14,598,648.40.~~

~~Simultaneously with the closing of~~Over-Allotment Units pursuant to the exercise of the ~~over-allotment option,~~Over-Allotment Option. The Over-Allotment Units were sold at an offering price of $10.00 per Over-Allotment Unit, generating aggregate additional gross proceeds of $14,896,580 to the Company. Concurrently with the exercise of the Over-Allotment Option, the Company completed the private sale of an397,242 additional ~~397,242 Private~~warrants (the “Private Placement ~~Warrants~~Warrants”) to ~~the~~Target Global Sponsor Ltd. (the “Sponsor”) at a purchase price of $1.50 per Private Placement Warrant, generating gross proceeds to the Company of ~~$595,863.20, which is discussed in Note 5.~~

$595,863.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination.

The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the value of the assets held in the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account). However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to complete a Business Combination successfully.

Following the closing of the IPO on December 13, 2021, and ~~closing~~the exercise of the ~~over-allotment option~~underwriter’s Over-Allotment Option on December 29, 2021, ~~a total of~~

~~$219,194,511.60~~$219,194,512 ($10.20

per Unit) from the net proceeds of the sale of the Units ~~in the IPO and over-allotment~~ and the sale of the Private Placement Warrants was deposited into a trust account (the “Trust Account”) and will be invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, having a maturity

of 185 days or less or in money market funds meeting certain conditions under

Rule

2a-7

promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations.

Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay taxes, if any, the proceeds from the IPO and the sale of the Private Placement Warrants will not be released from the Trust Account until the earliest of (i) the completion

~~Table of Contents~~

of initial Business Combination, (ii) the redemption of the Company’s public shares if the Company is unable to complete the initial Business Combination within 24 months from the closing of the IPO, subject to applicable law, or (iii) the redemption of the Company’s public shares properly submitted in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association to (A) modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of its public shares if the Company has not consummated an initial Business Combination within 18 months from the closing of the IPO (or up to 24 months from the closing of ~~this offering~~the IPO if ~~we extend~~the Company extends the period of time to consummate a ~~business combination)~~Business Combination) or (B) with respect to any other material provisions relating to shareholders’ rights

pre-initial

Business Combination activity. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public shareholders.

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The Company will provide holders (the “Public Shareholders”) of its Class A ordinary shares, par value $0.0001, sold in the IPO (the “Public Shares”), with the opportunity to redeem all or a portion of their Public Shares upon the completion of the initial Business Combination either (i) in connection with a general meeting called to approve the initial Business Combination or (ii) without a shareholder vote by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a proposed Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their shares for a pro rata portion of the amount then on deposit in the Trust Account (initially anticipated to be $10.20 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes). The Public Shares subject to redemption will be recorded at a redemption value and classified as temporary equity upon the completion of the IPO, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.”

The Sponsor, officers and directors have agreed to (i) waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of the initial Business Combination, (ii) waive their redemption rights with respect to their Founder Shares and Public Shares in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of its public shares if the Company has not consummated an initial ~~business combination~~Business Combination within 24 months from the closing of the IPO or (B) with respect to any other material provisions relating to shareholders’ rights

pre-initial

~~business combination~~Business Combination activity, (iii) waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if the Company fails to complete the initial Business Combination within 24 months from the closing of the IPO, although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fail to complete the initial Business Combination within the prescribed time frame, and (iv) vote any Founder Shares held by them and any Public Shares purchased during or after the IPO (including in open market and privately-negotiated transactions) in favor of the initial Business Combination.

The Company will have until 18 months from the closing of the IPO to complete a Business Combination. However, if the Company anticipates that it may not be able to consummate a Business Combination within 18 months, the Company may extend the period of time to consummate a Business Combination by up to two additional three-month periods (for a total of 24 months to complete a Business Combination (the “Combination Period”)).

In order to extend the time available for the Company to consummate a Business Combination, the Sponsor or its affiliate or designees must deposit into the Trust Account, for each additional three-month period, $2,000,000, or $2,300,000 if the underwriters’ over-allotment option is exercised in full ($0.10 per Public Share in either case), on or prior to the date of the applicable deadline.

Liquidity and Capital Resources

As of September 30, ~~2021,~~2022, the Company had 0 cash outside the Trust Account of $308,369, available for working capital needs, and working ~~capital~~ deficit of ~~$647,408.~~approximately $247,480.

Until consummation of its Business Combination, we will be using the funds held outside the Trust Account, and any additional Working Capital Loans from the initial shareholders, our officers and directors, or their respective affiliates, or other third parties, for identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the Business Combination.

The Company’s liquidity needs up to September 30, ~~2021~~2022 had been satisfied through a payment from the Sponsor of $25,000 (see Note 5) for the Founder Shares to cover certain offering costs and the loan under an unsecured promissory note from the Sponsor of up to $500,000 (see Note 5). As of September 30, ~~2021,~~2022, the Company had ~~$26,706 in~~no outstanding borrowing ~~outstanding under the promissory~~

~~note. As of December 13, 2021, the Company had $42,156 in borrowing outstanding~~ under the promissory note. ~~Subsequent to the consummation of the IPO, the Company’s liquidity needs have been satisfied through the net proceeds from the consummation of the Private Placements not held in the Trust Account.~~

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In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor, initial shareholders, officers, directors or their affiliates may, but are not obligated to, provide the Company Working Capital Loans, as defined below (see Note 5). As of September 30, ~~2021,~~2022, there were no amounts outstanding under any Working Capital Loans.

Based on the foregoing, management believes ~~that the Company has alleviated the substantial doubt about its ability to continue as a Going Concern and~~ that the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination.

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Risks and Uncertainties

Management is ~~currently evaluating~~continuing to evaluate the impact of ~~the~~

~~COVID-19~~

~~pandemic on~~ the ~~industry~~COVID-19 pandemic,

rising interest rates, inflation and the Russia-Ukraine war and has concluded that while it is reasonably possible that ~~the virus~~any of these could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of ~~this~~these unaudited condensed financial ~~statement.~~statements. The unaudited condensed financial ~~statement does~~statements do not include any adjustments that might result from the outcome of this uncertainty.

On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax.

Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination.

IR Act indicated that in most cases, interim U.S. federal and state income taxes would not apply to a SPAC incorporated in the Cayman Islands because the Cayman Islands does not impose income taxes.

Note 2 — Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form

10-Q

and Article 8 of Regulation

S-X

of the SEC. Certain information or footnote disclosures normally included in unaudited condensed financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s ~~Prospectus,~~ Form

10-K,

which contains the ~~initial~~ audited financial statements and notes thereto for the period from February 2, 2021 (inception) ~~to September 30,~~through December 31, 2021 as filed with the SEC on ~~December 9, 2021, and the Company’s report on Form~~

~~8-K,~~

~~which contains the Company’s audited balance sheet and notes thereto as of December 13, 2021, as filed with the SEC on December 21, 2021.~~April 14, 2022. The interim results for the three and nine months ended September 30, ~~2021 and for the period from February 2, 2021 (inception) through September 30, 2021~~2022 are not necessarily indicative of the results to be expected for the year ending December 31, ~~2021~~2022 or for any future interim periods.

Emerging Growth Company Status

The Company is an “emerging growth ~~company,”~~company” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

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Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply

non-emerging growth

~~growth~~ companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited condensed financial ~~statement~~statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards

~~used~~

. used.

Use of Estimates

The preparation of ~~this~~unaudited condensed financial ~~statement~~statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial ~~statement~~statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company ~~did 0t have any~~had $308,369 and $1,006,074 in cash orand no cash equivalents as of September 30, ~~2021.~~2022 and December 31, 2021, respectively.

~~Deferred Offering Costs~~

~~Deferred offering costs~~

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Investment Held in Trust Account

Investment held in Trust Account consist of ~~underwriting, legal, accounting~~United States Treasury securities. The Company classifies its United States Treasury securities

as held-to-maturity

in accordance with FASB ASC Topic 320 “Investments—Debt and Equity

Securities.” Held-to-maturity

securities are those securities which the Company has the ability and intent to hold until

maturity. Held-to-maturity

treasury securities are recorded at amortized cost and adjusted for the amortization or accretion of premiums or discounts.

A decline in the market value

of held-to-maturity securities

below cost that is deemed to be other ~~expenses incurred through~~than temporary, results in an impairment that reduces the ~~balance sheet date that are directly related~~carrying costs to such securities’ fair value. The impairment is charged to earnings and a new cost basis for the security is established. To determine whether an impairment is other than temporary, the Company considers whether it has the ability and intent to hold the investment until a market price recovery and considers whether evidence indicating the cost of the investment is recoverable outweighs evidence to the ~~IPO. The Company complies with~~contrary. Evidence considered in this assessment includes the ~~requirements~~reasons for the impairment, the severity and the duration of the ~~ASC~~impairment, changes in value subsequent

~~340-10-S99-1.~~

~~Offering costs are allocated~~ to year-end,

forecasted performance of the ~~separable financial instruments issued~~investee, and the general market condition in the ~~IPO based on a relative~~geographic area or industry the investee operates in.

Premiums and discounts are amortized or accreted over the life of the

related held-to-maturity

security as an adjustment to yield using the effective-interest method. Such amortization and accretion is included in the “interest income” line item in the statements of operations. Interest income is recognized when earned.

The carrying value, excluding gross unrealized holding loss and fair value ~~basis compared~~of held to ~~total proceeds received. Offering costs associated with warrant liabilities~~maturity securities on September 30, 2022 and December 31, 2021 are ~~expensed, and offering costs associated with the Class A ordinary shares are charged to shareholders’ equity. The Company incurred offering costs amounting to $12,535,264~~ as a result of the Initial Public Offering consisting of $4,000,000 of underwriting commissions, $7,000,000 of deferred underwriting commissions, $510,000 in value of the over-allotment option, and $1,025,264

~~of other offering costs. Upon completion of the IPO, these costs were allocated to Shareholders’ Equity.~~

follows:


	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

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, approximates the carrying amounts represented in the balance ~~sheet,~~sheets, primarily due to their short-term nature.

Fair Value Measurement

Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The Company’s financial instruments are classified as either Level 1, Level 2 or Level 3. These tiers include:

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

~~Table of Contents~~

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.

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Ordinary Shares Subject to Possible Redemption

The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ ~~equity.~~deficit. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, ~~20,000,000~~

21,489,658 Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the ~~shareholders’ equity~~shareholders ‘deficit section of the Company’s balance ~~sheet.~~

sheets.

All of the Class A ordinary shares sold as part of the Units in the IPO contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s certificate of incorporation. In accordance with ASC

~~The~~480-10-S99,

redemption provisions not solely within the control of the Company ~~recognizes~~require ordinary shares subject to redemption to be classified outside of permanent equity.

If it is probable that the equity instrument will become redeemable, the Company has the option to either accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or to recognize changes in the redemption value immediately as they occur and ~~adjusts~~adjust the carrying ~~value~~amount of ~~Class A ordinary shares~~the instrument to equal the redemption value at the end of each reporting period. ~~Increases or decreases~~The Company recognizes changes in redemption value immediately as they occur. Immediately upon the closing of the IPO, the Company recognized the remeasurement adjustment from initial carrying amount to redemption book value. The change in the carrying ~~amount~~value of redeemable ordinary shares ~~are affected by~~resulted in charges against additional ~~paid in~~

paid-in

capital and accumulated deficit.

As of September 30, 2022 and December 31, 2021, the Class A ordinary shares subject to possible redemption reflected on the balance sheets are reconciled in the following table:


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

Offering Costs associated with the Initial Public Offering

Offering costs consist of underwriting, legal, accounting and other expenses incurred through the balance sheet date that are directly related to the IPO. The Company complies with the requirements of the

ASC 340-10-S99-1 and

SEC Staff Accounting Bulletin (“SAB”) Topic 5A—“Expenses of Offering.”

Offering costs are allocated to the separable financial instruments issued in the IPO based on a relative fair value basis compared to total proceeds received. Offering costs associated with warrant liabilities are expensed, and offering costs associated with the Class A ordinary shares are charged to temporary equity. The Company incurred offering costs amounting to $12,964,576 as a result of the Initial Public Offering consisting of $4,297,932 of underwriting commissions, $7,521,380 of deferred underwriting commissions, and $1,145,264 of other offering costs.

Net Income (Loss) Per Share

Net ~~Loss Per Share~~

~~Net loss~~income (loss) per share is computed by dividing net ~~loss~~income (loss) by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture by the Sponsor. Weighted average shares were reduced for the effect of an aggregate of 937,500 ordinary shares that are subject to forfeiture if the over-allotment option is not exercised by the underwriters (see Note 5). At September 30, 2022 and December 31, 2021, the Company did 0tnot have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted ~~loss~~income (loss) per share is the same as basic ~~loss~~income (loss) per share for the period presented.

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The basic and diluted

income (

loss

)

per ordinary share is calculated as follows:


	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	)

Income Taxes

The Company follows the asset and liability method of accounting for income taxes under Financial Accounting Standards Board (“FASB”) ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial ~~statement~~statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of September 30, 2022 and December 31, 2021, there were 0no unrecognized tax benefits and 0no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the ~~period~~periods presented.

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Share-Based Compensation

The Company adopted ASC Topic 718, Compensation – Stock Compensation, guidance to account for its share-based compensation. It defines a fair value-based method of accounting for an employee share option or similar equity instrument. The Company recognizes all forms of share-based payments, including share option grants, warrants and restricted share grants, at their fair value on the grant date, which are based on the estimated number of awards that are ultimately expected to vest. Share-based payments, excluding restricted shares, are valued using a Black-Scholes option pricing model. Grants of share-based payment awards issued

to non-employees

for

services rendered have been recorded at the fair value of the share-based payment, which is the more readily determinable value. The grants are amortized on a straight-line basis over the requisite service periods, which is generally the vesting period. If an award is granted, but vesting does not occur, any previously recognized compensation cost is reversed in the period related to the termination of service. Share-based compensation expenses are included in costs and operating expenses depending on the nature of the services provided in the ~~consolidated statement~~statements of operations.

~~Derivative Financial Instruments~~10

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging.” For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statementsTable of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.

Contents

FASB ASC 470-20, Debt with Conversion and Other Options addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company applies this guidance to allocate Initial Public Offering proceeds from the Units between Class A ordinary shares and warrants, using the residual method by allocating Initial Public Offering proceeds first to fair value of the warrants and then the Class A ordinary shares.

Recent Accounting Pronouncements

In August 2020, the FASB issued Accounting Standards Update

(“ASU”) ~~2020-06,~~ 020-06,

Debt

— Debt with Conversion and Other Options

(Subtopic 470-20)

and

Derivatives and Hedging — Contracts in Entity’s Own ~~Equity~~

(Equity(Subtopic 815-40) (“(“ASU 2020-06”)to

simplify accounting for certain financial instruments.

ASU 2020-06

eliminates

the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity.

ASU 2020-06

amends

the diluted earnings per share guidance, including the requirement to use

the if-converted method

for all convertible instruments.

ASU 2020-06 is

effective January 1, ~~2022~~2024 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The ~~Company will apply ASU 2020-06 beginning from~~guidance was adopted starting January 1, ~~2022, and does expect it to have any material~~2022. The adoption of the ASU did not impact ~~on its~~the Company’s financial position, results of operations or cash flows.

Management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed financial ~~statement.~~statements.

Note 3 — Initial Public Offering

On December 13, 2021, the Company consummated its IPO of 20,000,000 Units. Each Unit was sold at a price of $10.00 and consists of one Class A ordinary share and

~~and~~ one-third

one ~~redeemabl~~

redeemable warrant.

~~On December 27, 2021, the underwriters partially exercised the over-allotment option and purchased an additional 1,489,658 Units, generating aggregate additional gross proceeds of $14,598,648.40~~

. Each whole warrant will entitle the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment.

Following the closing of the IPO and the partial exercise of the over-allotment by the underwriters on December 13, 2021, ~~$219,194,511.60~~$219,194,512 ($10.20 pe

per Unit) from the net proceeds of the sale of the Units in the IPO ~~and over-allotment~~ and the sale of the Private Placement Units, was placed in a Trust Account and will be invested only in U.S. government treasury obligations with a maturity

of 185 days or less or in money market funds meeting certain conditions under

Rule 2a-7 under

the Investment Company Act which invest only in direct U.S. government treasury obligations.

Note 4 — Private Placement

Simultaneously with the closing of the IPO and partial exercise of the over-allotment by the underwriters, the Company’s Sponsor purchased an aggregate of ~~6,666,667~~7,063,909 Private Placement Warrants, each exercisable to purchase one Class A ordinary share at $11.50 per share, at a price of $1.50 per Warrant, or ~~$10,000,000~~$10,595,863 in the aggregate, in a private placement.

The Private Placement Warrants will be identical to the warrants sold in the IPO except that the Private Placement Warrants, so long as they are held by the Sponsor or its permitted transferees, (i) will not be redeemable by the Company, (ii) may not (including the Class A ordinary shares issuable upon exercise of these warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the Company’s initial Business Combination, (iii) may be exercised by the holders on a cashless basis and (iv) will be entitled to registration rights.

The Private Placement Warrants will be exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees. If the private placement warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the warrants included in the units being sold in the IPO. If the Company does not complete the initial Business Combination within 24 months from the closing of the IPO, the Private Placement Warrants will

expire

worthless.

Note 5 — Related Party Transactions

Founder Shares

On February 8, 2021, an affiliate of the Sponsor paid $25,000, to cover certain offering and formation costs in consideration for 7,187,500 Class B ordinary shares, par value $0.0001 (the “Founder Shares”), which Founder Shares were subsequently transferred to the Sponsor for consideration of $25,000. On November 8, 2021, 1,437,500 Class B ordinary shares were cancelled by the Company resulting in a decrease in the total number of Class B ordinary shares outstanding from 7,187,500 shares to 5,750,000 shares. All amounts have been retroactively restated to reflect this. Up to ~~937,500~~

750,000 Founder Shares ~~were~~are subject to forfeiture by the Sponsor depending on the extent to which the underwriters’ over-allotment option is exercised. On December 29, 2021, ~~the underwriters partially exercised~~377,585 Founder Shares were forfeited as a result of underwriter’s partial exercise of its over-allotment option. On January 27, 2022, the over-allotment option ~~and purchased an additional 1,489,658 Units. In connection therewith,~~expired. As a result, the ~~Sponsor surrendered~~Founder Shares are no longer subject to ~~the Company for cancellation, 377,585 Class B ordinary shares.~~ forfeiture.

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Prior to the completion of the ~~Company’s initial public offering,~~IPO, the Sponsor transferred

~~25,000~~ 300,000 of Founder Shares ~~(par value $0.0001)~~ to ~~each of the independent directors and 100,000 Founder Shares (par value $0.0001) to each~~some of the Company’s ~~CEO Shmuel Chafets~~directors and executives in recognition of and compensation for their future services to the ~~Company’s Chairman Dr. Gerhard Cromme. In addition, in November 2021,~~Company. The assignment of the ~~Sponsor transferred 25,000 Founder~~Founders Shares ~~(par value $0.0001)~~ to the Company’s ~~CFO Heiko Dimmerling.~~directors and advisors is within the scope of ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The fair value of the 300,000 shares granted to the Company’s directors, and executives was $1,926,000 or $6.42 per share. The Founders Shares were effectively assigned to directors and executives subject to a performance condition (i.e., the consummation of a Business Combination). Compensation expense related to the Founders Shares is recognized only when the performance condition is probable of achievement under the applicable accounting literature. Stock-based compensation would be recognized at the date a Business Combination is considered probable in an amount equal to the number of Founders Shares times the grant date fair value per share (unless subsequently modified) less the amount initially received for the purchase of the Founders Shares. As of September 30, 2022 and December 31, 2021, the Company has not yet entered into any definitive agreements in connection with any Business Combination. Any such agreements may be subject to certain conditions to closing, such as, for example, approval by the Company’s shareholders. As a result, the Company determined that taking into account that there is a possibility that a Business Combination might not happen, and, therefore, no stock-based compensation expense has been recognized.

The Sponsor has agreed to certain transfer restrictions and performance conditionality on its Founder Shares:

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~~

any30-tradingday 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~~30-tradingday

period commencing at least 150 days after the initial Business Combination.

Promissory Note — Related Party

On February 19, 2021, the Sponsor agreed, under a promissory note, to loan the Company up to $500,000 to be used for a portion of the expenses of the IPO. Any loans under the promissory note

are non-interest

bearing,

unsecured and ~~are due at the earlier of December 31, 2021~~

have no fixed terms or ~~the closing of the IPO. Any~~repayment and can be repaid

any time.

The loans under the

initial

promissory note ~~will be~~were repaid upon the closing of the IPO out of the $1,000,000 of offering proceeds that has been allocated to the payment of offering expenses.

As of September 30, 2022 and December 31, 2021, the Company had ~~$26,706~~

$0 and $42,156 in borrowings under the promissory ~~note. As of December 13, 2021, the Company had $42,156 in borrowing outstanding under the promissory note.~~

note, respectively.

Working Capital Loans

In addition, in order to finance transaction costs in connection with an intended Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”) on

a non-interest basis.

If the Company completes the initial Business Combination, the Company would repay the Working Capital Loans.

In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of such Working Capital Loans may be convertible into Private Placement Warrants of the post Business Combination entity at a price of $1.50 per warrant at the option of the lender. Such warrants would be identical to the Private Placement Warrants. As of September 30, 2022 and December 31, 2021, the Company had no borrowings under the Working Capital Loans.

Related Party Extension Loans

The Company may extend the period of time to consummate a Business Combination by up to two additional three-month periods (for a total of 24 months to complete a Business Combination). In order to extend the time available for the Company to consummate a Business Combination, the Sponsor or its affiliates or designees must deposit into the trust account, for each additional three-month period, $2,000,000, or $2,300,000 if the underwriters’ overallotment option is exercised in full ($0.10 per Public Share in either case), on or prior to the date of the

applicable deadline. Any such payments would be made in the form of

a non-interest

bearing,

unsecured promissory note. Such notes would either be paid upon consummation of a Business Combination, or, at the relevant insider’s discretion, converted upon consummation of a Business Combination into additional Private Placement Warrants at a price of $1.50 per Private Warrant. The Sponsor and its affiliates or designees are not obligated to fund the trust account to extend the time for the Company to complete a Business Combination.

Administrative Service Fee

~~Commencing on December 9, 2021, the~~The Company

~~will pay the~~ pays Sponsor $10,000 per month for office space, utilities, secretarial and administrative support services provided to members of the Company’s management team. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. As of September 30, 2022 and December 31, 2021, the Company had accrued $97,419 and $7,419 in due to related party for the administrative support services.

Note 6 — Commitments & Contingencies

Registration Rights

The holders of the ~~(i)~~ Founder Shares, which were issued in a private placement prior to the closing of the IPO, (ii) Private Placement Warrants which will be issued in a private placement simultaneously with the closing of the IPO and the Class A ordinary shares underlying such ~~Private Placement Warrants and (iii)~~ Private Placement Warrants and warrants that may be issued upon conversion of working capital loans will have registration rights to require the Company to register a sale of any of its securities held by them and any other securities of the Company acquired by them prior to the consummation of the initial Business Combination pursuant to a registration rights agreement to be signed prior to or on the effective date of the IPO. The holders of these securities are entitled to make up to three demands, excluding short form demands, that ~~the Company~~we register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to ~~the Company’s~~our completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

~~Forward Purchase Agreements~~

On November 8, 2021, the Company entered into two forward purchase agreements with an affiliate of its sponsor (the “FPA Purchaser”), pursuant to which the FPA Purchaser agreed to purchase (1) an aggregate of 2,500,000 Class A ordinary shares for $10.00 per share (the “firm forward purchase shares”), or an aggregate amount of $25,000,000 and (2) in addition, an aggregate of up to 2,500,000 Class A ordinary shares for $10.00 per share (the “additional forward purchase shares”, and together with the firm forward purchase shares, the “forward purchase shares”), or an aggregate maximum amount of up to $25,000,000, in each case, in a private placement that may close simultaneously with the closing of its initial Business Combination. The FPA Purchaser will purchase that number of additional forward purchase shares, if any, that the Company expects will result in gross proceeds to the

Company necessary to enable it to consummate its initial Business Combination and pay related fees and expenses, after first applying amounts available to it from the trust account (after paying the deferred underwriting discount and giving effect to any redemptions of public shares) and any other financing source obtained by the Company for such purpose at or prior to the consummation of its initial Business Combination, plus any additional amounts mutually agreed by the Company and the FPA Purchaser to be retained by the post-Business Combination company for working capital or other purposes. The FPA Purchaser’s obligations to purchase forward purchase shares will be subject to certain conditions, including in the case of the additional forward purchase shares a requirement, among other things, that such initial Business Combination is reasonably acceptable to the FPA Purchaser.

The forward purchase agreements also provide that the FPA Purchaser will be entitled to certain registration rights with respect to its forward purchase shares. The FPA Purchaser’s commitment to purchase securities pursuant to the forward purchase agreements is intended to provide the Company with a minimum funding level for its initial Business Combination. The proceeds from the sale of the forward purchase shares, if any, may be used as part of the consideration to the sellers in the initial Business Combination, expenses in connection with the Company’s initial Business Combination or for working capital in the post-transaction company. Subject to the conditions in the forward purchase agreements, the purchase of the forward purchase shares will be a binding obligation of the FPA Purchaser, regardless of whether any shares of Class A ordinary shares are redeemed by the Company’s public shareholders in connection with its initial Business Combination.

Underwriting Agreement

The underwriters have a

a 45-day

option

from the date of the IPO to purchase up to an additional 3,000,000 Units to cover over-allotments, if any. This option has been assessed a value of ~~$510,000~~$120,000 based on a Black-Scholes model. This amount has been included in the balance ~~sheet~~sheets as “Over-allotment option ~~liability”.~~ liability.”

On December 29, 2021, the underwriters purchased an additional 1,489,658 Over-Allotment Units pursuant to the exercise of the Over-Allotment Option.

The underwriters were paid underwriting commission of $0.20 per unit, or $4,000,000 in the aggregate, upon the closing of the IPO. In addition, $7,000,000 in the aggregate, is payable to the underwriters for deferred underwriting commissions. The deferred underwriting commission will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

Note 7 — Shareholders’ ~~Equity~~Deficit

Preference shares

— The Company is authorized to issue 5,000,000 preference shares with a par value of $0.0001 and with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of September 30, 2022 and December 31, 2021, there ~~were0~~were no preference shares issued or outstanding.

Class

A ordinary shares

— The Company is authorized to issue 500,000,000 Class A ordinary shares with a par value of $0.0001 per share. At September 30, 2022 and December 31, 2021, there were no Class A ordinary shares ~~issued or outstanding.~~outstanding (excluding 21,489,658 Class A ordinary shares subject to possible redemption which have been issued).

Class

B ordinary shares

— The Company is authorized to issue 50,000,000 Class B ordinary shares with a par value of $0.0001 per share. Holders are entitled to one vote for each share of Class B ordinary shares. At September 30, ~~2021~~2022 and ~~February 8,~~December 31, 2021, there were ~~7,187,500~~5,372,415 Class B ordinary shares ~~issued and~~ outstanding. On November 8, 2021, 1,437,500 Class B ordinary shares were cancelled by the Company resulting in a decrease in the total number of Class B ordinary shares outstanding from 7,187,500 shares to 5,750,000 shares. Of the 5,750,000 Class B ordinary shares, an aggregate of up to 937,500 shares are subject to forfeiture to the Company for no consideration to the extent that the underwriters’ over-allotment option is not exercised in full or in part, so that the initial shareholders will collectively own 20% of the Company’s issued and outstanding ordinary shares after the IPO.

Holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders except as required by law. Unless specified in the Company’s amended and restated memorandum and articles of association, or as required by applicable provisions of the Companies Law or applicable stock exchange rules, the affirmative vote of a majority of the Company’s ordinary shares that are voted is required to approve any such matter voted on by its shareholders.

The Class B ordinary shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of the initial Business Combination on

on a one-for-one basis, ~~subject~~

subject to adjustment for

~~for~~ share sub-divisions, share

capitalizations, reorganizations,

~~reorganizations,~~

recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional Class A ordinary shares or equity-linked securities are issued or deemed issued in connection with the initial Business Combination, the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, 20% of the total number of Class A ordinary shares outstanding after such conversion (after giving effect to any redemptions of Class A ordinary shares by public shareholders), including the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, or forward purchase shares, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans; provided that such conversion of Founder hares will never occur on a less

~~less~~ than one-for-one ~~basis.~~

basis.

Warrants

— Each whole warrant entitles the holder to purchase one share of the Company’s Class A ordinary shares at a price of $11.50 per share, subject to adjustment.

The warrants will expire at 5:00 p.m., New York City time on the warrant expiration date, which is five years after the completion of the initial Business Combination or earlier upon redemption or liquidation. On the exercise of any warrant, the warrant exercise price will be paid directly to the Company and not placed in the trust account.

The Company will not be obligated to deliver any shares of Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of the shares of Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of Class A ordinary shares is available, subject to the satisfying the Company’s obligations described below with respect to registration. No warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In no event will the Company be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the share of Class A ordinary shares underlying such Unit.

The Company is not registering the shares of Class A ordinary shares issuable upon exercise of the warrants at this time. However, the Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of the initial Business Combination, the Company will use its commercially reasonable efforts to file with the SEC, and within 60 business days following the initial Business Combination to have declared effective, a registration statement covering the issuance of the shares of Class A ordinary shares issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A ordinary shares until the warrants expire or are redeemed; provided that, if the Class A ordinary shares is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but the Company will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

Redemption of public warrants

Once the warrants become exercisable, the Company may redeem the public warrants for redemption:

in whole and not in part;

at a price of $0.01 per warrant;

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 $18.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within

a ~~30-trading day~~30-tradingday

period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.

If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. If the Company calls the public warrants for redemption, as described above, its management will have the option to require any holder that wishes to exercise the public warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of ordinary shares issuable upon exercise of the public warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization,

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merger or consolidation. However, except as described below, the public warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the public warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the trust account, holders of public warrants will not receive any of such funds with respect to their public warrants, nor will they receive any distribution from the Company’s assets held outside of the trust account with respect to such public warrants. Accordingly, the public warrants may expire worthless.

In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination, and (z) the volume weighted average trading price of the Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates a Business Combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.

The Private Placement Warrants will be identical to the public warrants underlying the Units being sold in the IPO, except that (x) the Private Placement Warrants will not be transferable, assignable or salable and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, in each case subject to certain limited exceptions, (y) the Private Placement Warrants will be exercisable on a cashless basis and

be non-redeemable ~~and~~and(z) the

~~(z) the~~ Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will be entitled to registration rights.

The Company ~~will account~~accounts for ~~13,333,334~~13,333,333 warrants ~~to be~~ issued in connection with the IPO (including 6,666,666 Public Warrants and 6,666,667 Private Placement Warrants) in accordance with the guidance contained in

ASC 815-40.

Such

guidance provides that the warrants described above are not precluded from equity classification. Equity-classified contracts are initially measured at fair value (or allocated value). Subsequent changes in fair value are not recognized as long as the contracts continue to be classified in equity.

Forward Purchase Agreements

The Company ~~has~~ entered into two forward purchase agreements (the “Forward Purchase Agreements”) with Target Global Selected Opportunities, LLC - Series Selenium ~~(the “FPA Purchaser”~~(“TGSO Series Selenium”), on November 8, 2021, pursuant to which ~~the FPA Purchaser~~TGSO Series Selenium agreed to purchase (1) an aggregate of 2,500,000 forward purchase shares for $10.00 per share (the “firm forward purchase shares”), or an aggregate amount of $25,000,000 and (2) in addition, an aggregate of up to 2,500,000 forward purchase shares for $10.00 per share (the “additional forward purchase shares”), or an aggregate maximum amount of up to $25,000,000, in each

case in a private placement that may close simultaneously with the closing of the Business Combination. On May 11, 2022, all of TGSO Series Selenium’s rights and obligations under the Forward Purchase Agreements (including the obligation to purchase the Forward Purchase Shares) were transferred in full to Target Global Selected Opportunities, LLC—Series Selenium 3 (the “FPA Purchaser”) in accordance with Section 4(c) of the Forward Purchase Agreements. The FPA Purchaser is indirectly controlled by TG, which in turn is a controlling affiliate of the Sponsor. The FPA Purchaser will purchase that number of additional forward purchase shares, if any, that the Company expects will result in gross proceeds necessary to enable it to consummate the Business Combination and pay related fees and expenses, after first applying amounts available from the trust account (after paying the deferred underwriting discount and giving effect to any redemptions of public shares) and any other financing source obtained for such purpose at or prior to the consummation of the Business Combination, plus any additional amounts mutually agreed by the Company and the FPA Purchaser to be retained by the post-business combination company for working capital or other purposes. The FPA Purchaser’s obligations to purchase forward purchase shares will be subject to certain conditions, including in the case of the additional forward purchase shares a requirement, among other things, that such Business Combination is reasonably acceptable to the FPA Purchaser.

The forward purchase shares will not be issued until completion of the Business Combination and, accordingly, will not be entitled to vote in any shareholder vote until immediately after the Business Combination has been completed.

The ~~forward purchase agreements will~~Forward Purchase Agreements also provide that the FPA Purchaser will be entitled to certain registration rights with respect to its forward purchase shares. The FPA Purchaser’s commitment to purchase securities pursuant to the ~~forward purchase agreements~~Forward Purchase Agreements is intended to provide the Company with a minimum funding level for the Business Combination. The proceeds from the sale of the forward purchase shares, if any, may be used as part of the consideration to the sellers in the Business Combination, expenses in connection with the Business Combination or for working capital in the post-transaction company. Subject to the conditions in the ~~forward purchase agreements,~~Forward Purchase Agreements, the purchase of the forward purchase shares will be a binding obligation of the FPA Purchaser, regardless of whether any shares of Class A ordinary shares are redeemed by the Company’s public shareholders in connection with the Business Combination.

Note 8 — Fair Value Measurements

Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

The following tables presents information about the Company’s assets that measured at fair value on a recurring basis at September 30, 2022 and December 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:


	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	$	—		$—

Note 9 — Subsequent Events

~~On November 8, 2021, 1,437,500 Class B ordinary shares~~

The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date that the unaudited condensed financial statements were ~~cancelled by~~issued. Based on this, the Company ~~resulting in a decrease~~did not identify any subsequent events that would have required adjustment or disclosure in the ~~total number of Class B ordinary shares outstanding from 7,187,500 shares to 5,750,000 shares. All amounts have been retroactively restated to reflect the cancellation.~~unaudited condensed financial statements.

~~On December 13, 2021, the Company consummated its IPO of 20,000,000 Units at a price of $10.00 generating gross proceeds of $200,000,000.~~

On December 13, 20121, simultaneous with the consummation of the IPO, the Company consummated the private placement of 6,666,667 warrants to the Sponsor at a price of $1.50 per Private Placement Warrant and generated gross proceeds of $10,000,000.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

References to the “Company,” “Target Global Acquisition I Corp.,” “our,” “us” or “we” refer to Target Global Acquisition I Corp. The following discussion and analysis of ~~the Company’s~~our financial condition and results of operations should be read in conjunction with the unaudited interim condensed financial statements and the notes thereto contained elsewhere in this report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form

10-Q

includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act. We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in our other SEC filings.

Overview

We are a blank check company incorporated on February 2, 2021 as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (the “Business Combination”).

Our sponsor is Target Global Sponsor Ltd., a Cayman Islands company limited by shares (the “Sponsor”). The registration statement for our initial public offering was declared effective on December 8, 2021. On December 13, 2021, we commenced our initial public offering (the ~~“Initial Public Offering”~~“IPO”) of 20,000,000 units at $10.00 per unit. Transaction costs related to the IPO amounted to $12,535,264 consisting of $4,000,000 of underwriting commissions, $7,000,000 of deferred underwriting commissions, $510,000 in value of the over-allotment option, and $1,025,264 of other offering costs.

Simultaneously with the consummation of the IPO, we consummated the private placement of 6,666,667 warrants (the “Private Placement Warrants”) to the Sponsor, at a price of $1.50 per Private Placement Warrant in a private placement. The sale of the Private Placement ~~warrants~~Warrants in connection with the IPO generated gross proceeds of $10,000,000.

On December 29, 2021, the underwriters partially exercised their over-allotment option, resulting in an additional 1,489,658 Units issued for gross proceeds of ~~$14,598,648.40.~~$14,896,580.

Upon the closing of the IPO on December 13, 2021, and the subsequent close of the partial over-allotment option on December 29, 2021, a total of ~~$219,194,511.60~~$219,194,512 from the net proceeds of the sale of the Units in the IPO and over-allotment and the sale of the Private Placement Warrants was deposited into a trust account (the “Trust Account”) and will be invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule

2a-7

promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. Pursuant to the trust agreement governing the Trust Account, the trustee is not permitted to invest in other securities or assets. Except with respect to interest earned on the funds held in the Trust Account that may be released to ~~the Company~~us to pay taxes, if any, the proceeds from the IPO and the sale of the Private Placement Warrants will not be released from the Trust Account until the earliest of (i) the completion of the initial Business Combination, (ii) the redemption of ~~the Company’s~~our public shares if ~~the Company is~~we are unable to complete the initial Business Combination within 24 months from the closing of the IPO, subject to applicable law, or (iii) the redemption of ~~the Company’s~~our public shares properly submitted in connection with a shareholder vote to amend ~~the Company’s~~our amended and restated memorandum and articles of association to (A) modify the substance or timing of ~~the Company’s~~our obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of its public shares if ~~the Company has~~we have not consummated an initial Business Combination within 18 months from the closing of the IPO (or up to 24 months from the closing of ~~this offering~~the IPO if we extend the period of time to consummate a business combination) or (B) with respect to any other material provisions relating to shareholders’ rights or

pre-initial

Business Combination activity. The proceeds deposited in the Trust Account could become subject to the claims of ~~the Company’s~~our creditors, if any, which could have priority over the claims of ~~the Company’s~~our public shareholders.

Our amended and restated memorandum and articles of association provides that we will have only 18 months from the closing of the ~~Public Offering~~IPO (or up to 24 months from the closing of ~~this offering~~the IPO if we extend the period of time to consummate a Business Combination, subject to the Sponsor depositing additional funds in the Trust Account) (the “Combination Period”) to consummate the initial Business Combination. If we have not consummated an initial Business Combination within the Combination Period, we will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a

~~per-share~~

aper-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to us to pay our income taxes, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then-outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and board of directors, liquidate and dissolve, subject in the case of ~~clauses~~ (ii) and (iii), above, to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to consummate an initial Business Combination within the Combination Period.

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Liquidity and Capital Resources

~~Prior~~

As of September 30, 2022, we had cash outside the Trust Account of $308,369, available for working capital needs, and working deficit of $247,480. Until consummation of its Business Combination, we will be using the funds held outside the Trust Account, and any additional Working Capital Loans from the initial shareholders, our officers and directors, or their respective affiliates, or other third parties, for identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the ~~completion~~offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the Business Combination.

Our liquidity needs up to September 30, 2022 had been satisfied through a payment from the Sponsor of $25,000 for the Founder Shares to cover certain offering costs and the loan under an unsecured promissory note from the Sponsor of up to $500,000. As of September 30, 2022, we had no outstanding borrowing under the promissory note.

In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor, initial shareholders, officers, directors or their affiliates may, but are not obligated to, provide us Working Capital Loans. As of September 30, 2022, there were no amounts outstanding under any Working Capital Loans.

Based on the foregoing, management believes that we will have sufficient working capital and borrowing capacity to meet our needs through the earlier of the ~~initial public offering, we lacked the liquidity needed to sustain operations for~~consummation of a ~~reasonable period of time, which is considered to be~~Business Combination or one year from this filing. Over this time period, we will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the ~~issuance date of~~target business to merge with or acquire, and structuring, negotiating and consummating the financial statements. We have since completed our Initial Public Offering at which time capital in excess of the funds deposited in the trust and/or used to fund offering expenses was released to us for general working capital purposes. Accordingly, management has since

~~re-evaluated~~Business Combination.

our liquidity and financial condition and determined that sufficient capital exists to sustain operations one year form the date the financial statements are issued and therefore substantial doubt has been alleviated.

Risks and Uncertainties

Management continues to evaluate the impact of the

COVID-19

pandemic, rising interest rates, inflation and the Russia-Ukraine war and has concluded that while it is reasonably possible that ~~the virus~~any of these could have a negative effect on our financial position, results of our operations, and/or search for a target company, the specific impact is not readily determinable as of the date of these unaudited condensed financial statements. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Results of Operations

As of September 30, ~~2021,~~2022, we had not commenced any operations. All activity for the period from February 2, 2021 (inception) through September 30, ~~2021~~2022 relates to our formation and the ~~Initial Public Offering.~~IPO. We have neither engaged in any operations nor generated any revenues to date. We will not generate any operating revenues until after the completion of our initial Business Combination, at the earliest. We ~~will~~ generate

non-operating

income in the form of interest income on ~~cash and cash equivalents~~investment held in trust account from the proceeds derived from the ~~Initial Public Offering.~~IPO. We expect to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

For the three months ended September 30, 2022, we had net income of $678,708, which consisted of income from investments held in the Trust Account and operating account of $959,949, offset by general and administrative expenses of $281,241.

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For the nine months ended September 30, 2022, we had net income of $141,937, which consisted of income from investments held in the Trust Account and operating account of $1,177,415 and change in fair value of overallotment liability of $30,207, offset by general and administrative expenses of $1,065,685.

For the three months ended September 30, 2021 and for the period from February 2, 2021 (inception) tothrough September 30, 2021, we had net loss of ~~approximately~~$0 and $10,072, all of which consisted of ~~formation~~general and ~~operating costs.~~administrative expenses.

Contractual Obligations

We do not have an agreement to pay the Sponsor a total of up to $10,000 per month for office space, utilities and secretarial and administrative support services. We began incurring these fees on December 9, 2021 and will continue to incur these fees monthly until the earlier of the completion of the Business Combination and our liquidation.any long-term debt obligations, capital lease obligations, operating lease obligations, purchase obligations or long-term liabilities.

Office Space, Secretarial and Administrative Services

Commencing on December 9, 2021, through the earlier of consummation of the initial Business Combination and the liquidation, we agreed to pay the Sponsor a total of $10,000 per month for office space, utilities, secretarial and administrative support and to reimburse the Sponsor for any

out-of-pocket

expenses related to identifying, investigating and completing an initial Business Combination.

~~Table~~ The Company incurred $30,000 and $90,000 of ~~Contents~~administrative support fees for three and nine months ended September 30, 2022, respectively. For the three months ended September 30, 2021 and for the period from February 2, 2021 (inception) through September 30, 2021, the Company did not incur any administrative support fees.

Registration Rights

The holders of the Founder Shares, Private Placement Warrants, Class A ordinary shares underlying the Private Placement Warrants and any warrants that may be issued upon conversion of Working Capital Loans and extension loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and extension loans) will be entitled to registration rights pursuant to a registration and shareholder rights agreement to be signed prior to or on the effective date of the Public Offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that we register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to our completion of the initial Business Combination. However, the registration and shareholder rights agreement provides that we will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lockup period, which occurs (i) in the case of the Founder Shares, as described in the following paragraph, and (ii) in the case of the Private Placement Warrants and the respective Class A ordinary shares underlying such warrants, 30 days after the completion of the initial Business Combination. We will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The underwriters had a

~~45-day~~45-dayoption

~~option~~ from the date of the IPO to purchase up to an additional 3,000,000 Units to cover over-allotments, if any. On December 29, 2021, the underwriters partially exercised their over-allotment option, resulting in an additional 1,489,658 Units issued for gross proceeds of $14,598,648.

The underwriters were paid underwriting commission of $0.20 per unit, or $4,000,000 in aggregate, upon the closing of the IPO. Following the exercise of the underwriters’ over-allotment option on December 29, 2021, the underwriters earned an additional $297,932 for an aggregate of $4,297,932 in underwriting commissions related to the IPO and over-allotment.

In addition, $7,000,000 is payable to the underwriters for deferred underwriting commissions. Following the exercise of the underwriters’ over-allotment option on December 29, 2021, the underwriters earned an additional $521,380 for an aggregate of $7,521,380 in deferred underwriting commissions related to the IPO and over-allotment. The deferred underwriting commission will become payable to the underwriters from the amounts held in the Trust Account solely in the event that ~~the Company completes~~we complete a Business Combination, subject to the terms of the underwriting agreement.

Forward Purchase Agreements

We ~~have~~ entered into two forward purchase agreements (the “Forward Purchase Agreements”) with Target Global Selected Opportunities, LLC – Series Selenium ~~(the “FPA Purchaser”~~(“TGSO Series Selenium”), on November 8, 2021, pursuant to which ~~the FPA Purchaser~~TGSO Series Selenium agreed to purchase (1) an aggregate of 2,500,000 forward purchase shares for $10.00 per share (the “firm forward purchase shares”), or an aggregate amount of $25,000,000 and (2) in addition, an aggregate of up to 2,500,000 forward purchase shares for $10.00 per share (the “additional forward purchase shares”), or an aggregate maximum amount of up to $25,000,000, in each case in a private placement that may close simultaneously with the closing of the Business Combination. On May 11, 2022, all of TGSO Series Selenium’s rights and obligations under the Forward Purchase Agreements (including the obligation to purchase the Forward Purchase Shares) were transferred in full to Target Global Selected Opportunities, LLC – Series Selenium 3 (the “FPA Purchaser”) in accordance with Section 4(c) of the Forward Purchase Agreements.

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Critical Accounting Policies

~~Deferred~~ Offering Costs Associated with IPO

Deferred offering costs consist of underwriting, legal, accounting and other expenses incurred through the balance sheet date that are directly related to the IPO. We comply with the requirements of the ASC

340-10-S99-1.

Offering costs are allocated ratably with the redeemable and

non-redeemable

shares they are allocated to. Upon closing of the IPO on December 13, 2021, offering costs associated with warrant liabilities are expensed, and offering costs associated with the Class A ordinary shares are charged to ~~shareholders’~~temporary equity. We incurred offering costs amounting to ~~$12,535,264~~$12,964,576 as a result of the Initial Public Offering consisting of ~~$4,000,000~~$4,297,932 of underwriting commissions, ~~$7,000,000~~$7,521,380 of deferred underwriting commissions, ~~$510,000 in value of the over-allotment option,~~ and ~~$1,025,264~~$1,145,264 of other offering costs.

Ordinary Shares Subject to Possible Redemption

We account for ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ ~~equity.~~deficit. Our Class A ordinary shares feature certain redemption rights that are considered to be outside of our control and subject to the occurrence of uncertain future events. Accordingly, ~~20,000,000~~21,489,658 Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ ~~equity~~deficit section of our balance ~~sheet.~~sheets.

~~Table of Contents~~

We recognize changes in redemption value immediately as they occur and adjusts the carrying value of Class A ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid in capital and accumulated deficit.

Net ~~Loss~~Income (Loss) Per Share

Net ~~loss~~income (loss) per share is computed by dividing net ~~loss~~income (loss) by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture by the Sponsor. Weighted average shares were reduced for the effect of an aggregate of ~~937,500~~750,000 ordinary shares that ~~were~~are subject to forfeiture if the over-allotment option ~~was~~is not exercised by the underwriters. At September 30, 2022 and December 31, 2021, we did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in our earnings. As a result, diluted ~~loss~~income (loss) per share is the same as basic loss per share for the period presented.

Recent Accounting Standards

In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards

Update(“ASU”) 2020-060,

Debt — Debt with Conversion and Other Options

(Subtopic 470-20)

and Derivatives and Hedging — Contracts in Entity’s Own Equity

(Subtopic 815-40)

(“ASU 2020-06”)to

simplify accounting for certain financial instruments. ASU 2020-06eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity.

ASU 2020-06 amends

the diluted earnings per share guidance, including the requirement to use

the if-converted method

for all convertible instruments.

ASU 2020-06 is

effective year beginning after December 15, 2023 and should be applied on a full or modified retrospective basis, with early adoption permitted. The guidance was adopted starting January 1, 2022. Adoption of the ASU did not impact our financial position, results of operations or cash flows.

Management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on our unaudited condensed financial statements.

Off-Balance

Sheet Arrangements

As of September 30, 2022 and December 31, 2021, we did not have any

off-balance

sheet ~~arrangements as defined in Item 303(a)(4)(ii) of Regulation~~

~~S-K.~~

~~Inflation~~

~~We do not believe that inflation had a material impact on our business, revenues or operating results during the period presented.~~

arrangements.

Emerging Growth Company Status

We are an “emerging growth ~~company,”~~company” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and ~~stockholder~~shareholder approval of any golden parachute payments not previously approved.

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non-emerging

growth companies but any such election to opt out is irrevocable. We have elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, us, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our unaudited condensed financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

We are a smaller reporting company as defined by Rule

12b-2

of the Exchange Act and are not required to provide the information otherwise required under this item.

~~Table of Contents~~

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.

As previously disclosed in the

form 10-K

for year ended December 31, 2021, the Company had identified a material weakness in its internal controls over financial reporting related to accounting for complex financial instruments as of December 31, 2022.

To remediate the previously identified material weakness, as described above we have enhanced our processes and procedures to identify and appropriately apply applicable accounting requirements to better evaluate and understand the nuances of the complex accounting standards that apply to our financial statements. We have implemented procedures to provide enhanced access to accounting literature, research materials and documents and increased communication among our personnel and third-party professionals with whom we consult regarding complex accounting instruments, confirmations of outstanding balances and amounts with third parties and additional levels of reviews and approvals. We have tested operating effectiveness of these procedures as of September 30, 2022, and concluded that they were effective and that the material weakness that we had previously was remediated as of September 30, 2022.

Under the supervision and with the participation of our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the fiscal quarter ended September 30, ~~2021,~~2022, as such term is defined in Rules

13a-15(e)

and

15d-15(e)

under the Exchange Act. Based on this evaluation, our principal executive officer and principal financial officer concluded that, except the material weakness related to complex accounting instruments as described above, during the period covered by this report, our disclosure controls and procedures were effective.

Changes in Internal Control over Financial Reporting

~~There~~

Other than as described above, there was no change in our internal control over financial reporting that occurred during the fiscal quarter ended September 30, ~~2021~~2022 covered by this Quarterly Report on

Form 10-Q

~~10-Q~~

that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

2120

~~Table of Contents~~

PART ~~II -~~ II—OTHER INFORMATION

Item 1. Legal Proceedings.

None.

Item 1A. Risk Factors.

Factors that could cause the Company’s actual results to differ materially from those in this report include the risk factors described in the Company’s final prospectus for its IPO filed with the SEC.

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 final~~our 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.

On February 2, 2021, we issued 7,187,500 Class B ordinary shares, par value $0.0001 (the “Founder Shares”) to our Sponsor for $25,000, or approximately $0.003 per share, to cover certain offering costs in connection with our formation. Such shares were issued in connection with our organization pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”).

~~On December 13, 2021, we consummated the sale of 20,000,000 Units at a price of $10.00 per Unit. Each Unit consists of one Class A ordinary share and~~

~~one-third~~

of one redeemable warrant. Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment. The warrants will become exercisable 30 days after the completion of the initial Business Combination, and will expire at 5:00 p.m., New York City time, five years after the completion of the initial Business Combination or earlier upon redemption or liquidation.

Simultaneously with the closing of the IPO, the Company’s Sponsor purchased an aggregate of 6,666,667 warrants at a price of $1.50 per warrant (the “Private Placement Warrants”), for an aggregate purchase price of $10,000,000. Such securities were issued pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

Concurrently with the closing of the IPO, a total of $204,000,000, comprised of $196,000,000 of the net proceeds from the IPO, including $7,000,000 of the underwriters’ deferred discount, and $8,000,000 of the proceeds of the sale of the Private Placement Warrants, was placed in a U.S.-based trust account at J.P. Morgan Chase Bank, N.A., maintained by Continental Stock Transfer & Trust Company, acting as trustee.

On December 29, 2021, the underwriters partially exercised their over-allotment option, resulting in an additional 1,489,658 Units issued for gross proceeds of $14,598,648.40. Transaction costs associated with the underwriters’ partial exercise of their over-allotment option amounted to $297,931.6 of underwriting fees, excluding $521,380.3 in deferred underwriting fees. A total of $15,194,511.60 was deposited into the Trust Account, bringing the aggregate proceeds held in the Trust Account to $219,194,511.60.

~~There has been no material change in the planned use of the proceeds from the IPO and the private placement as is described in the final prospectus included in the IPO Registration Statement.~~

Not Applicable.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not Applicable.

Item 5. Other Information.

None.

~~Table of Contents~~

Item 6. Exhibits

The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form

10-Q.


No.		Description of Exhibit

31.1		Certification of Chief Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

31.2		Certification of Chief Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

32.1		Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*

32.2		Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*

101.INS		Inline XBRL Instance Document Document

101.SCH		Inline XBRL Taxonomy Extension Schema Document*

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document*

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document*

101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document*

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document*

104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)*

*	Filed herewith.

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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: ~~January 24,~~November 9, 2022	By:	/s/ Shmuel Chafets
	Name:	Shmuel Chafets
	Title:	Chief Executive Officer

	By:	/s/ Heiko Dimmerling
	Name:	Heiko Dimmerling
	Title:	Chief Financial Officer


		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


	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	)


	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

Large accelerated filer

Accelerated filer

Non-accelerated
filer

Smaller reporting company

Emerging growth company