Private company

Target Global Acquisition I Corp.

Target Global Acquisition I Corp. is a blank check company in the Cayman Islands.1

Last updated Oct 20, 2026.

Overview

-$4.9MNet income, fiscal 20242
  • IndustryBlank Checks1
  • HeadquartersE91
  • Incorporated inCayman Islands3
  • Business addressUgland House, Po Box 309, Grand Cayman3
  • Filer category, Emerging growth company3

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Trust Account at J.P. Morgan Chase Bank, N.A., maintained by Continental Stock Transfer & Trust Company, acting as trustee.5 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Financial statements

Operating income62-$4.0M in 2024+261% since 2022
-$4.0M-$3.0M-$2.0M-$1.0M02022: -$1.1M-$1.1M20222023: -$2.2M-$2.2M2023+97%2024: -$4.0M-$4.0M2024+83%
Net income62-$4.9M in 2024
-$5.0M-$2.5M0$2.5M$5.0M2022: $2.0M$2.0M20222023: $3.6M$3.6M2023+81%2024: -$4.9M-$4.9M2024
Fiscal year2021202220232024
Operating income-$1.1M6-$2.2M2-$4.0M2
Net income$2.0M6$3.6M2-$4.9M2

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Corporate structure

Target Global Acquisition I Corp. sits at the top of its group. 3 entities, 2 countries on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of Target Global Acquisition I Corp.

  • Target Global Sponsor Ltd. Filed SCHEDULE 13G/A on Target Global Acquisition I Corp., latest Oct 2, 2025 (6 filings since Feb 14, 2022)
  • Harraden Circle Investments, LLC Filed SC 13G/A on Target Global Acquisition I Corp., latest Nov 12, 2024 (2 filings since Jul 16, 2024)
  • CIIG MANAGEMENT III LLC Filed SC 13D/A on Target Global Acquisition I Corp., latest Jul 12, 2024 (2 filings since Jun 7, 2024)
  • ARISTEIA CAPITAL, L.L.C. Filed SC 13G/A on Target Global Acquisition I Corp., latest Feb 12, 2024 (2 filings since Feb 13, 2023)
  • CANTOR FITZGERALD SECURITIES Filed SC 13G/A on Target Global Acquisition I Corp., latest Feb 12, 2024 (2 filings since Dec 5, 2022)
  • Saba Capital Management, L.P. Filed SC 13G/A on Target Global Acquisition I Corp., latest Feb 9, 2024 (3 filings since Dec 17, 2021)
  • HIGHBRIDGE CAPITAL MANAGEMENT LLC Filed SC 13G/A on Target Global Acquisition I Corp., latest Feb 7, 2024 (2 filings since Feb 2, 2023)
  • Apollo Management Holdings GP, LLC Filed SC 13G/A on Target Global Acquisition I Corp., latest Feb 14, 2023 (2 filings since Dec 27, 2021)
  • Magnetar Financial LLC Filed SC 13G/A on Target Global Acquisition I Corp., latest Jan 24, 2023 (2 filings since Feb 4, 2022)
  • Target Global Acquisition I Corp. E9
    • Vital Merger Sub 1 Corp. Subsidiary · Delaware, United States
    • Vital Merger Sub 2 LLC Subsidiary · Delaware, United States

Built from subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What Target Global Acquisition I Corp. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Investments

ItemLatestA year beforeChange
Deposits held (banks)$345.0K2 Sep 30, 2024

Properties, in its own words

We currently utilize office space at PO Box 10176, Governor’s Square, 23 Lime Tree Bay Avenue, Grand Cayman, KY1-1002, Cayman Islands. The cost for our use of this space is $8,000 per calendar year, payable to Zedra Trust Company (Cayman) Limited pursuant to the License to Occupy dated February 9, 2023. We consider our current office space adequate for our current operations.

Item 2 of the 10-K filed Apr 17, 2025.5

Leadership

Who has led Target Global Acquisition I Corp., and when. Pick a name to see everywhere that person has worked.

Chief executive

  1. Shmuel Chafets2021–2023
  2. Michael Minnick2024

Chief financial officer

  1. Heiko Dimmerling2021–2023
2025
Board members and other officers (6)

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

  • Vital Merger Sub 1 Corp. Delaware4
  • Vital Merger Sub 2 LLC Delaware4

The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Timeline

  1. Jun 11, 20258-K Bylaws or fiscal year changed; Shareholder vote; Other events20
  2. Jun 9, 20258-K Other events21
  3. May 22, 20258-K Entered a material agreement; Ended a material agreement; Other events22
  4. May 8, 20258-K Other events23
  5. Apr 7, 20258-K Other events24
  6. Mar 14, 20258-K Other events25
  7. Mar 7, 20258-K Other events26
  8. Feb 7, 20258-K Other events27
  9. Jan 10, 20258-K Other events28
  10. Dec 16, 20248-K Listing notice or transfer29
  11. Dec 9, 20248-K Other events30
  12. Dec 3, 20248-K Entered a material agreement; Regulation FD disclosure31
  13. May 31, 2024New chief executive Michael Minnick becomes CEO12
  14. Dec 8, 2021New chief executive Shmuel Chafets becomes CEO13

Filings

128 filings to the SEC since October 2021: 4 annual reports, 10 quarterly reports, 35 major events, 24 insider forms, 23 large holders, 32 other. The latest 20:

  1. Oct 2, 2025SCHEDULE 13G/A EDGAR
  2. Jun 11, 20258-K CURRENT REPORT EDGAR
  3. Jun 9, 2025DEFA14A CURRENT REPORT EDGAR
  4. Jun 9, 20258-K CURRENT REPORT EDGAR
  5. Jun 3, 2025DEF 14A DEFINITIVE PROXY STATEMENT EDGAR
  6. Jun 3, 2025PRE 14A PROXY STATEMENT EDGAR
  7. May 22, 20258-K CURRENT REPORT EDGAR
  8. May 16, 2025NT 10-Q NOTIFICATION OF LATE FILING EDGAR
  9. May 15, 2025SCHEDULE 13G/A EDGAR
  10. May 8, 2025425 CURRENT REPORT EDGAR
  11. May 8, 20258-K CURRENT REPORT EDGAR
  12. Apr 17, 202510-K ANNUAL REPORT EDGAR
  13. Apr 7, 2025425 CURRENT REPORT EDGAR
  14. Apr 7, 20258-K CURRENT REPORT EDGAR
  15. Apr 1, 2025NT 10-K NOTIFICATION OF LATE FILING EDGAR
  16. Mar 14, 2025425 CURRENT REPORT EDGAR
  17. Mar 14, 20258-K CURRENT REPORT EDGAR
  18. Mar 7, 2025425 CURRENT REPORT EDGAR
  19. Mar 7, 20258-K CURRENT REPORT EDGAR
  20. Feb 7, 2025425 CURRENT REPORT EDGAR

The 128 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

SEC filer profile

How Target Global Acquisition I Corp. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARTarget Global Acquisition I Corp.1
  • CIK0001847355
  • Employer ID (EIN)00-00000005
  • Filer statusNon-accelerated filer an emerging growth company; a smaller reporting company; a shell company5
  • Incorporated inE95
  • Fiscal year endsDecember 311
  • Industry code (SIC)6770 Blank Checks1
  • SEC reviewing officeOffice of Real Estate & Construction, Division of Corporation Finance1
  • Business addressUgland House, Po Box 309, Grand Cayman, Cayman Islands1
  • Phone4474982031811
  • Shares outstanding7,128,431 Common Class A shares; 25,000 Common Class B shares as of Apr 16, 20255
  • Public float$44.7M as of Jun 30, 20245
  • AuditorMarcum LLP, Houston, Texas PCAOB ID 688; no auditor attestation of internal control over financial reporting5
  • On EDGAR sinceMar 1, 20211
  • Filings139 in all: 8-K (35), 4 (14), SC 13G/A (13), 10-Q (10), 3 (10), 425 (10), SC 13G (10), 10-K (4)1
    All 26 form types

    DEF 14A (4), PRE 14A (4), CORRESP (3), NT 10-K (3), NT 10-Q (3), SCHEDULE 13G/A (3), S-1/A (2), 25-NSE (1), 424B4 (1), 8-A12B (1), CERT (1), DEFA14A (1), EFFECT (1), S-1 (1), SC 13D (1), SC 13D/A (1), SCHEDULE 13G (1), UPLOAD (1)

  • Latest filingsAnnual report (10-K) Apr 17, 2025
    Quarterly report (10-Q) Dec 4, 2024
    Proxy statement (DEF 14A) Jun 3, 2025
    Latest 8-K (8-K) Jun 11, 2025

Securities registered for trading

ClassSymbolExchange
Class A ordinary shares, par value $0.0001 per shareTGAAFNONE
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50TGAWFNONE
Units, each consisting of one Class A ordinary share and one-third of one redeemable warrantTGAUFNONE

From the cover page of the 10-K filed Apr 17, 2025 (Section 12(b) of the Exchange Act).5

Risk factors and legal proceedings

The risks Target Global Acquisition I Corp. names in Item 1A of its 10-K filed Apr 17, 2025: 77 risks under these headings, as written.5

  • Risks Relating To Our Search For, And Consummation Of Or Inability To Consummate, A Business Combination
  • We have no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective.
  • Our independent registered public accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a “going concern.”
  • We may not be able to consummate an initial business combination within the deadline prescribed in our Articles, in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate.
  • Our public shareholders may not be afforded an opportunity to vote on our proposed initial business combination, which means we may complete our initial business combination even though a majority of our public shareholders do not support such a combination.
  • Your only opportunity to affect your investment decision regarding a potential business combination may be limited to the exercise of your right to redeem your shares from us for cash.
  • Due to the large number of special purpose acquisition companies evaluating targets, attractive targets are scarce and there is more competition for attractive targets. This could increase the cost of our initial business combination and could even result in our inability to find a target or to consummate an initial business combination.
  • If we seek shareholder approval of our initial business combination, our Sponsors and members of our management team have agreed to vote in favor of such initial business combination, regardless of how our public shareholders vote.
  • The ability of our public shareholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into a business combination with a target.
  • The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares may not allow us to complete the most desirable business combination or optimize our capital structure.
  • The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares could increase the probability that our initial business combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your shares.
  • The requirement that we consummate an initial business combination within the deadline prescribed in our Articles may give potential target businesses leverage over us in negotiating a business combination and may limit the time we have in which to conduct due diligence on potential business combination targets, in particular as we approach our dissolution deadline, which could undermine our ability to complete our initial business combination on terms that would produce value for our shareholders.
The other 65 risks
  • Our Sponsor has the right, but not the obligation, to extend the term we have to consummate our initial business combination on a monthly basis for up to seven times by an additional one month each time after December 9, 2024, until June 9, 2025, without providing our stockholders with voting or redemption rights relating thereto.
  • If we seek shareholder approval of our initial business combination, our Sponsors, directors, executive officers, advisors and their affiliates may elect to purchase public shares or warrants, which may influence a vote on a proposed business combination and reduce the public “float” of our Class A ordinary shares or public warrants.
  • The Insider Letters with our Original Sponsor, CIIG III, officers and directors may be amended without shareholder approval.
  • Our search for a business combination, and any target with which we ultimately consummate a business combination, may be materially adversely affected by changes in geopolitical conditions and global economic uncertainty, including as a result of the Israel-Hamas conflict, the Russia-Ukraine war and other macroeconomic factors, including the impact thereof on the status of debt and equity markets.
  • Uncertainty in connection with certain international economic and political relationships, including the imposition of tariffs on international trade, political disputes, regulatory changes and other international matters could have a material adverse effect on our ability to identify potential targets and to consummate our initial Business Combination, and could adversely affect the financial performance of any target, either foreign or domestic.
  • Risks Relating To Our Securities
  • If a shareholder fails to receive notice of our offer to redeem our public shares in connection with our initial business combination or fails to comply with the procedures for tendering its shares, such shares may not be redeemed.
  • You do not have any rights or interests in funds from the Trust Account, except under certain limited circumstances. Therefore, to liquidate your investment, you may be forced to sell your public shares or warrants, potentially at a loss.
  • You are not entitled to protections normally afforded to investors of many other blank check companies.
  • If we seek shareholder approval of our initial business combination and we do not conduct redemptions pursuant to the tender offer rules, and if you or a “group” of shareholders are deemed to hold in excess of 15% of our Class A ordinary shares, you may lose the ability to redeem all such shares in excess of 15% of our Class A ordinary shares.
  • Because of our limited resources and the significant competition for business combination opportunities, it may be more difficult for us to complete our initial business combination. If we have not consummated our initial business combination within the required time period, our public shareholders may receive only approximately $11.64 per public share, or less in certain circumstances, on the liquidation of our Trust Account and our warrants will expire worthless.
  • We employ a mail forwarding service, which may delay or disrupt our ability to receive mail in a timely manner.
  • Economic substance legislation of the Cayman Islands may adversely impact us or our operations.
  • Anti-money laundering legislation, regulations and guidance and sanctions legislation may require us to adopt and maintain costly compliance procedures and may adversely impact us or our financial results.
  • We have identified a material weakness in our internal control over financial reporting. If our remediation of such material weaknesses is not effective, or if we identify additional material weaknesses in the future or otherwise fail to develop and maintain effective internal control over financial reporting, our ability to produce timely and accurate financial statements or comply with applicable laws and regulations could be impaired.
  • Risks Relating To Our Management Team
  • Past performance by our Sponsors’ owners, and by our directors and management, or their respective affiliates, may not be indicative of future performance of an investment in us.
  • Members of our management team and board of directors have significant experience as board members, officers or executives of other companies. As a result, certain of those persons have been, may be, or may become, involved in proceedings, investigations and litigation relating to the business affairs of the companies with which they were, are, or may in the future be, affiliated. This may have an adverse effect on us, which may impede our ability to consummate an initial business combination.
  • Changes in the market for directors and officers liability insurance could make it more difficult and more expensive for us to negotiate and complete an initial business combination.
  • If the net proceeds from our IPO and the sale of the private placement warrants not being held in the Trust Account are insufficient to allow us to operate until the end of the Business Combination deadline prescribed in our Articles, it could limit the amount available to fund our search for a target business or businesses and our ability to complete our initial business combination, and we will depend on loans from our Sponsors, its affiliates or members of our management team to fund our search and to complete our initial business combination.
  • Risks Relating To The Post-Business Combination Company
  • Subsequent to our completion of our initial business combination, we may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and the price of our securities, which could cause you to lose some or all of your investment.
  • If third parties bring claims against us, the proceeds held in the Trust Account could be reduced and the per-share redemption amount received by shareholders may be less than $11.64 per public share.
  • Our directors may decide not to enforce the indemnification obligations of our Original Sponsor, resulting in a reduction in the amount of funds in the Trust Account available for distribution to our public shareholders.
  • We may not have sufficient funds to satisfy indemnification claims of our directors and executive officers.
  • If, after we distribute the proceeds in the Trust Account to our public shareholders, we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed, a bankruptcy or insolvency court may seek to recover such proceeds, and the members of our board of directors may be viewed as having breached their fiduciary duties to our creditors, thereby exposing the members of our board of directors and us to claims of punitive damages.
  • If, before distributing the proceeds in the Trust Account to our public shareholders, we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our shareholders and the per-share amount that would otherwise be received by our shareholders in connection with our liquidation may be reduced.
  • If we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to complete our initial business combination.
  • Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our ability to negotiate and complete our initial business combination, and results of operations.
  • If we have not consummated an initial business combination within the deadline prescribed in our Articles, our public shareholders may be forced to wait beyond such period before redemption from our Trust Account.
  • Our shareholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption of their shares.
  • Holders of Class A ordinary shares are not entitled to vote on any appointment of directors we hold prior to our initial business combination.
  • You are not permitted to exercise your warrants unless we register and qualify the underlying Class A ordinary shares or certain exemptions are available.
  • The warrants may become exercisable and redeemable for a security other than the Class A ordinary shares, and you will not have any information regarding such other security at this time.
  • The grant of registration rights to our Sponsors may make it more difficult to complete our initial business combination, and the future exercise of such rights may adversely affect the market price of our Class A ordinary shares.
  • Because we are neither limited to evaluating a target business in a particular industry sector nor have we selected any specific target businesses with which to pursue our initial business combination, you will be unable to ascertain the merits or risks of any particular target business’s operations.
  • We may seek acquisition opportunities in industries or sectors which may or may not be outside of our management’s area of expertise.
  • We may seek acquisition opportunities with an early-stage company, a financially unstable business or an entity lacking an established record of revenue or earnings.
  • Although we have identified general criteria and guidelines that we believe are important in evaluating prospective target businesses, we may enter into our initial business combination with a target that does not meet such criteria and guidelines, and as a result, the target business with which we enter into our initial business combination may not have attributes entirely consistent with our general criteria and guidelines.
  • We are not required to obtain an opinion from an independent accounting or investment banking firm, and consequently, you may have no assurance from an independent source that the price we are paying for the business is fair to our shareholders from a financial point of view.
  • We may issue additional Class A ordinary shares or preference shares to complete our initial business combination or under an employee incentive plan after completion of our initial business combination. We may also issue Class A ordinary shares upon the conversion of the founder shares at a ratio greater than one-to-one at the time of our initial business combination as a result of the anti-dilution provisions contained in our amended and restated memorandum and articles of association. Any such issuances would dilute the interest of our shareholders and likely present other risks.
  • Resources could be wasted in researching business combinations that are not completed, which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we have not consummated our initial business combination within the required time period, our public shareholders may receive only approximately $11.64 per public share, or less in certain circumstances, on the liquidation of our Trust Account and our warrants will expire worthless.
  • We believe that we were a passive foreign investment company, or “PFIC,” for our 2021, 2022, 2023 and 2024 taxable years, and we may also be a PFIC for our current taxable year, or a controlled foreign corporation, or “CFC” which could result in adverse U.S. federal income tax consequences to U.S. holders.
  • Our initial business combination or transactions relating thereto may result in taxes imposed on us and our shareholders or warrant holders.
  • A majority of our directors and officer live outside the United States, and after our initial business combination, it is possible that a majority of our directors and officers will live outside the United States and all of our assets will be located outside the United States; therefore investors may not be able to enforce federal securities laws or their other legal rights.
  • We are dependent upon our executive officers and directors and their loss could adversely affect our ability to operate.
  • Our ability to successfully effect our initial business combination and to be successful thereafter depends upon the efforts of our key personnel, some of whom may join us following our initial business combination. The loss of key personnel could negatively impact the operations and profitability of our post-combination business.
  • Our key personnel may negotiate employment or consulting agreements with a target business in connection with a particular business combination, and a particular business combination may be conditioned on the retention or resignation of such key personnel. These agreements may provide for them to receive compensation following our initial business combination and as a result, may cause them to have conflicts of interest in determining whether a particular business combination is the most advantageous.
  • We may have a limited ability to assess the management of a prospective target business and, as a result, may affect our initial business combination with a target business whose management may not have the skills, qualifications or abilities to manage a public company.
  • The officers and directors of an acquisition candidate may resign upon completion of our initial business combination. The loss of a business combination target’s key personnel could negatively impact the operations and profitability of our post-combination business.
  • Our executive officers and directors will allocate their time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to our affairs. This conflict of interest could have a negative impact on our ability to complete our initial business combination.
  • Our officers and directors presently have, and any of them in the future may have, additional, fiduciary or contractual obligations to other entities, including another blank check company, and, accordingly, may have conflicts of interest in determining to which entity a particular business opportunity should be presented.
  • Our executive officers, directors, security holders and their respective affiliates may have competitive pecuniary interests that conflict with our interests.
  • We may engage our Sponsors or an affiliate of our Sponsors as an advisor or otherwise with respect to our business combinations and certain other transactions. Any salary or fee in connection with such engagement may be conditioned upon the completion of such transactions. This financial interest in the completion of such transactions may influence the advice such entity provides.
  • We may engage in a business combination with one or more target businesses that have relationships with entities that may be affiliated with our Sponsors, executive officers, directors or initial shareholders which may raise potential conflicts of interest.
  • We may not be able to complete an initial business combination with a U.S. target company if such initial business combination is subject to U.S. foreign investment regulations or review by a U.S. government entity, such as the Committee on Foreign Investment in the United States (“CFIUS”).
  • Since our Sponsors, executive officers and directors will lose their entire investment in us if our initial business combination is not completed (other than with respect to public shares they acquired during or may acquire after our IPO), a conflict of interest may arise in determining whether a particular business combination target is appropriate for our initial business combination.
  • We may issue notes or other debt securities, or otherwise incur substantial debt, to complete a business combination, which may adversely affect our leverage and financial condition and thus negatively impact the value of our shareholders’ investment in us.
  • We may only be able to complete one business combination with the proceeds of our IPO and the sale of the private placement warrants, which will cause us to be solely dependent on a single business, which may have a limited number of products or services. This lack of diversification may negatively impact our operations and profitability.
  • We may attempt to simultaneously complete business combinations with multiple prospective targets, which may hinder our ability to complete our initial business combination and give rise to increased costs and risks that could negatively impact our operations and profitability.
  • We may attempt to complete our initial business combination with a private company about which little information is available, which may result in a business combination with a company that is not as profitable as we suspected, if at all.
  • Our management may not be able to maintain control of a target business after our initial business combination. Upon the loss of control of a target business, new management may not possess the skills, qualifications or abilities necessary to profitably operate such business.
  • We may seek business combination opportunities with a high degree of complexity that require significant operational improvements, which could delay or prevent us from achieving our desired results.
  • We do not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for us to complete our initial business combination with which a substantial majority of our shareholders do not agree.
  • In order to effectuate an initial business combination, blank check companies have, in the recent past, amended various provisions of their charters and other governing instruments, including their warrant agreements. We cannot assure you that we will not seek to amend our amended and restated memorandum and articles of association or governing instruments in a manner that will make it easier for us to complete our initial business combination that our shareholders may not support.
  • We may be unable to obtain additional financing to complete our initial business combination or to fund the operations and growth of a target business, which could compel us to restructure or abandon a particular business combination. If we have not consummated our initial business combination within the required time period, our public shareholders may receive only approximately $11.64 per public share, or less in certain circumstances, on the liquidation of our Trust Account and our warrants will expire worthless.
  • Our Sponsors control a substantial interest in us and thus may exert a substantial influence on actions requiring a shareholder vote, potentially in a manner that you do not support.
  • We may amend the terms of the warrants in a manner that may be adverse to holders of public warrants with the approval by the holders of at least 65% of the then-outstanding public warrants. As a result, the exercise price of your warrants could be increased, the exercise period could be shortened and the number of our Class A ordinary shares purchasable upon exercise of a warrant could be decreased, all without your approval.

Legal proceedings

On February 21, 2025, we commenced litigation in the Delaware Court of Chancery (the “Chancery Court”) C.A. No. 2025-0191-BWD against VenHub seeking a temporary restraining order to enjoin VenHub from terminating and taking any action contrary to the terms of the Business Combination Agreement and specific performance compelling VenHub to comply with the terms of the Business Combination Agreement. On March 12, 2025, the Chancery Court granted our request for a temporary restraining order enjoining VenHub from terminating the Business Combination Agreement during the pendency of the action. This is not a final decision on the merits of the case, but rather an order to ensure irrevocable actions do not take place before the Chancery Court renders a final decision on the merits. As a result of the temporary restraining order, the Business Combination Agreement remains in full force and effect.

On March 12, 2025, the Chancery Court also granted our request to expedite the proceedings and scheduled trial for May 2025. On March 28, 2025 the Court entered a Stipulation and Order Governing Case Schedule and scheduled a Pre-Trial Conference for May 14, 2025. On April 4, 2025, the parties signed a Settlement Term Sheet agreeing to a settlement in principle of the litigation. On April 7, 2025, the parties notified the Court that they had reached a settlement in principle and the Court, at the parties’ request, struck all pending deadlines and the trial date. As a result, the litigation remains pending but is stayed while the parties finalize the settlement. If the parties are unable to agree on final settlement documentation, the litigation would resume pursuant to a new schedule and trial date.

There is no material litigation, arbitration or governmental proceeding currently pending against us or any members of our management team in their capacity as such.

The opening of Item 3, Legal Proceedings.5

Sources

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