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Target Global Acquisition I Corp. *

Target Global Acquisition I Corp. *

Mar 1, 2021 by Kristi Marvin

PROPOSED BUSINESS COMBINATION: VenHub Global, Inc.

ENTERPRISE VALUE: $715.4 million
ANTICIPATED SYMBOL: VHUB

Target Global Acquisition I Corp. entered into a business combination agreement with VenHub Global, Inc.

  • VenHub Global, Inc. is an emerging AI and robotics technology company that has developed a 24/7 fully-autonomous retail Smart Store, headquartered in Pasadena, CA, and has amassed a robust pre-order backlog of 1,000+ stores with potential revenue of more than $300 million.
  • The company operates across three main retail formats: fixed Smart Stores for permanent locations, mobile Smart Stores for flexibility and broader accessibility, and innovative solutions that upgrade existing retail spaces and shopping centers into advanced Smart Shopping environments.

TRANSACTION

  • The Proposed Business Combination implies a pro forma enterprise value of $715 million, which assumes an estimated equity value of $650 million.
  • It is intended that 100% of existing VenHub stockholders will roll over their equity and, assuming no redemptions and full rollover, own approximately 89% of the pro forma equity of the combined company in connection with the transaction.
  • The Proposed Business Combination has been approved by the boards of directors of both VenHub and TGAA and is expected to close in the second quarter of 2025.
  • The Sponsor will forfeit some of its shares if the Minimum Cash Condition is not achieved.
  • The combined company will operate as VenHub Global Holdings, Inc. following the Closing and is expected to list on Nasdaq under the ticker symbol “VHUB”.

SPAC FUNDING

  • The SPAC will use commercially reasonable efforts to obtain $25 million in additional financing.
  • The SPAC will will assume the Target Company’s Convertible Notes.

EARNOUT

  • Company Earnout:
    • For a period of up to two years and three months following the Closing, the eligible Company shareholders may earn up t0 5,793,503 earnout shares (in three equal tranches) upon the occurrence of certain performance metrics (to be determined).

LOCK-UP

  • Sponsor Lock-up:
    • (i) one-third (33.3%) of Lock-Up Securities will be released upon the post-Business Combination company issuing its first earnings release;
    • (ii) one-third (33.3%) of Lock-Up Securities will be released upon the post-Business Combination company issuing its second earnings release;
    • (iii) one-third (33.3%) of Lock-Up Securities will be released upon the post-Business Combination company issuing its third earnings release.
  • Company Lock-up:
    • (i) One-third (33.3%) of Lock-Up Securities will be released 12 months after the Closing;
    • (ii) One-third (33.3%) of Lock-Up Securities will be released 18 months after the Closing;
    • (iii) One-third (33.3%) of Lock-Up Securities will be released 24 months after the Closing.

NOTABLE CONDITIONS TO CLOSING

  • Target Global and VenHub shareholders approvals.
  • Minimum Cash Requirement is $14,000,000.
  • If the Closing Date shall not have occurred by March 3, 2025, the SPAC and target company shall use best efforts to consummate a bridge financing with aggregate gross proceeds of $2,000,000.

NOTABLE CONDITIONS TO TERMINATION

  • By either TGAA or VenHub, if the Closing has not been consummated prior to June 2, 2025 (the “Outside Date”).
  • $750,000 Termination fee payable to the SPAC in the event the Business Combination Agreement is terminated by the Target Company under certain circumstances.

ADVISORS

  • VenHub Advisors:
    • Cohen & Company Capital Markets is serving as the exclusive financial advisor, capital markets advisor and placement agent
    • Smith Eilers PLLC is serving as legal counsel
  • SPAC Advisors:
    • Orrick, Herrington & Sutcliffe LLP is serving as legal counsel
    • Travers Thorp Alberga is serving as legal counsel

EXTENSION – 7/11/24 – LINK

  • The SPAC approved an extension until June 9, 2025
    • 2,153,204 Shares were redeemed at the meeting.
    • No contribution will be made into the trust account.
  • The Company and CIIG Management III LLC secured agreements from third-party shareholders to not redeem 1,679,608 Class A shares in exchange for non-redemption agreements.

SUBSEQUENT EVENT – 7/1/24 – LINK

  • The extension meeting was postponed until July 3, 2024.

Waiver of Access to Dissolution Expenses

  • The SPAC can access up to $100K from interest earned on the trust account for dissolution expenses.

Non-Binding Letter of Intent

  • On May 31, 2024, the Company signed a non-binding letter of intent with respect to a business combination transaction with a robotics-focused target company.

SUBSEQUENT EVENT – 6/25/24 – LINK

  • The SPAC intends to enter into non-redemption agreements for every 100,000 Non-Redeemed Shares, 15,000 shares of Class A ordinary shares for the first six months of extension, and 2,500 additional Class A ordinary shares for each additional month of extension, up to five additional months upon closing of the initial business combination, and the Sponsor anticipates agreeing to surrender and forfeit, for no consideration, a number of shares of the Company equal to the number of Promote Shares upon closing of the initial business combination.

SUBSEQUENT EVENT – 5/31/24 – LINK

  • In connection with entry into the Assignment Agreement, CIIG III entered into a Purchaser Insider Letter and a joinder agreement to the Registration and Shareholder Rights Agreement, as amended entered into by the Sponsor in connection with the Company’s initial public offering.
    • The differed underwriting discount was waived
    • With the Sponsor handover, the founder share lock-up was amended to the following:
      • 50% of the Founder Shares until the completion of the initial business combination
      • 50% until six months from the closing or if the share price equals or exceeds $12.00 for 20/30 trading days at least 150 days after the Closing.

EXTENSION – 12/21/23 – LINK

  • The SPAC approved the extension from January 13, 2024 to May 8, 2024, with an option to further extend up to seven times for an additional one month each time to December 8, 2024.
    • 561,310 shares were redeemed for $11.01 per share.
    • $345K will be deposited into the trust account to extend until 5/8/24; $90K per month (x7) will be deposited thereafter.

EXTENSION – 6/8/23 – LINK

  • The SPAC approved the extension from June 13, 2023 to September 13, 2023, with an option to further extend up to six times for an additional one month each time to March 13, 2024.
    • 16,994,128 shares were redeemed for $10.53 per share.
    • $270K will be deposited into the trust account to extend until 9/13/23; $90K per month will be deposited thereafter.

MANAGEMENT & BOARD

Executive Officers

Michael Minnick, 58 [Appointed]
Chief Executive Officer

He is a Co-Founder and has been a Managing Partner at IIG Holdings since 2014 and the managing member of CIIG Management III LLC (“CIIG III”) since its inception. Mr. Minnick serves as the Chief Executive Officer of the Company effective May 31, 2024. Since January 2023, Mr. Minnick has served as the Chief Executive Officer and since March 2024, the principal financial and accounting officer of Crown Proptech Acquisitions, a special purpose acquisition company. Mr. Minnick served as co-chief executive officer and a director of CIIG Capital Partners II, Inc. (now known as Zapp Electric Vehicles, Inc.)(“CIIG”) from February 2021 until April 2023 when CIIG completed its initial business combination with Zapp Electric Vehicles Group Limited. Mr. Minnick served as the Chief Investment Officer of CIIG Merger Corp. (“CIIC”) from December 2019 to March 2021 when CIIC closed its initial business combination with Arrival Group. Mr. Minnick has also served as a Director, Co-Founder and Managing Partner of Opus Music Group Investments, LLC since December 2021. From 2019 until March 2021, he was Chief Investment Officer and director of CIIC. Prior to forming IIG Holdings, he was a Co-Founder and Senior Managing Director of Interlink Investment Group, from 2012 to 2014. Mr. Minnick has experience in more than $190 billion in transaction volume, including advisory and debt and equity capital executions at JPMorgan Chase & Co. (NYSE:JPM) and The Royal Bank of Scotland Group plc (NYSE:RBS), or RBS. Mr. Minnick served in various capacities at RBS, from 2004 to 2011, culminating in his service as a Managing Director and Head of Corporate Finance in the Telecom, Media & Technology Group. From 2003 to 2004, Mr. Minnick was the Founder and Chief Executive Officer of Traffic Networks, a startup that developed mobile and online real-time traffic information for the New York Metropolitan markets. From 1996 to 2002, Mr. Minnick served in different positions within Investment Banking at JPMorgan Chase & Co. including the Telecom, Media & Technology Group and the Global Syndicated Finance Group. Prior to joining JPMorgan Chase & Co., Mr. Minnick was an Associate at The Bank of Nova Scotia in the Corporate Finance and Syndications division from 1994 to 1996. Mr. Minnick began his career at AT&T (NYSE:T) where he served in several analyst capacities from 1989 to 1992, including as a Financial Analyst in the Market Analysis & Forecasting Division for Business Communications Services within the Chief Financial Officer division. From 2012 to 2019, he served as a Director of Paystar Inc., a privately-held FinTech company. Mr. Minnick received a M.B.A. from Cornell University and a B.A. from The University of St. Thomas.

Shmuel Chafets, 38 [Resigned]
Chief Executive Officer

Mr. Chafets is currently the General Partner and Vice Chairman of TG where he leads investments from seed to scale-up stages across various sectors ripe for digital disruption. Based in Tel Aviv, Israel, he will lead Target Global Acquisition I Corp. as Chief Executive Officer and also serve as a non-independent member of our Board of Directors. While at TG, Mr. Chafets has made multiple notable investments, including Auto1 (ETR: AG1), where he also sat on the Board and which recently went public at an IPO post-money valuation of over $9 billion on February 4, 2021. Other investments made by Mr. Chafets include McMakler, TravelPerk, Fresha and ZooZ (sold to PayUMoney). Prior to joining TG, Mr. Chafets was a partner at Berlin-based Hasso Plattner Ventures (HPV) where he invested in companies such as iZettle (sold to PayPal (NAS: PYPL)) and Hansoft and served as a Board member of DreamLines and reBuy. Before that, Mr. Chafets was a partner at Giza Venture Capital in Tel Aviv where he invested in companies such as Soluto (sold to Asurion), Visual.ly (sold to ScribbleLive) and other early-stage internet ventures. Together with Giza Venture Capital, Mr. Chafets founded GPV, a pioneering Warsaw-based venture capital fund where Mr. Chafets led various Internet and Software investments. Mr. Chafets co-founded SAM Seamless Network, a cyber-security technology company in 2016, and serves as its Vice-Chairman. Additionally, Mr. Chafets also co-founded LocaLoco (sold to Say Media Group), a social gaming start-up targeting emerging markets. Mr. Chafets started his career as a strategic consultant to GCS Issue Management Limited and to several members of the Israeli parliament and government.

Heiko Dimmerling, 51
Chief Financial Officer and Director

Mr. Dimmerling is our Chief Financial Officer. Mr. Dimmerling is currently CEO of Alina, a company he co-founded together with TG and Chief Financial Officer at TG. Before joining TG, Mr. Dimmerling was Chief Operating Officer at HQ Capital, where he was responsible for the global operations in private equity, real estate and direct investments with over $12 billion assets under management. Prior thereto, he was a Partner at the Private Equity Fund Triton for more than 16 years sponsoring several funds totaling approximately €9 billion investor capital. As an active angel and venture capital investor in a number of start-ups across several segments, Mr. Dimmerling experienced the support gap for hardware start-ups first hand and to address the gap, he co-founded BatchOne. Mr. Dimmerling started his career at Arthur Andersen supporting venture capital and private equity international strategic investors in M&A transactions and corporate finance. Mr. Dimmerling holds a B.A. in Business Administration from the University of Applied Sciences, Fulda.

Yaron Valler, 50 [Resigned]
Chief Investment Officer

Yaron Valler serves as the Managing General Partner at TG, and will be appointed as our Chief Investment Officer. Prior to joining TG, Mr. Valler managed Hasso Plattner Ventures (HPV) as CEO. While at HPV, Mr. Valler invested in companies such as Panaya (sold to Infosys), Fyber (sold to RNTS Media), Delivery Hero (ETR: DHER which went public in 2017 at a valuation of over $4 billion) and many other leading companies in Berlin and Israel. Mr. Valler previously led the enterprise software practice at Giza Venture Capital where he invested in companies such as Yadata (sold to Microsoft) and eGlue (sold to NICE Systems), he was an early-stage investor at the Technion Incubator and was a co-founder and Vice-President of Business Development at Excedo Technologies. Mr. Valler holds an MBA from INSEAD in France and a B.Sc. in Information Systems Engineering from Ben-Gurion University in Israel.

Board of Directors

Gerhard Cromme, 78
Chairman and Director

Dr. Cromme currently serves as Chairman of TG. Dr. Cromme will serve as Chairman of our Board of Directors. Alongside his office as Chairman of the board at TG, Dr. Cromme is currently the chairman of the supervisory board of TG portfolio company Auto1 (ETR: AG1), chairman of the advisory board of Aroundtown (ETR: AT1), one of the largest listed commercial real-estate companies in Europe as well as a member of the supervisory boards at eClear AG and Highview Enterprises Ltd. Previously, Dr. Cromme was chairman of the supervisory board of Siemens (ETR: SIE) and co-chairman of the supervisory boards at Thyssen Krupp (ETR: TKA) and ODDO BHF-Group, as well as a member of the supervisory boards of numerous corporates in Germany and France, such as Axel Springer, E.ON. (ETR: EOAN), Ruhrgas, Volkswagen (ETR: VOW3), BNP Paribas (EPA: BNP) and Saint Gobain (LON: COD). Dr. Cromme holds degrees in law from the University of Münster and the University of Lausanne, and in economics from the University Sorbonne in Paris and Harvard University (PMD) as well as a Doctor of Law from the University of Münster.

Sigal Regev Rosenberg, 54
Director

Ms. Rosenberg has over 14 years of experience in the health services industry in Israel. Ms. Rosenberg is currently the CEO of Meuhedet Health Services, Israel’s third-largest health maintenance organization (HMO) serving approximately 1.3 million people. Prior to her role as CEO of Meuhedet Health Services, Ms. Rosenberg was its Chief Financial Officer for 5 years, responsible for an approximately $2 billion budget. Before that, she worked at Clalit Health Services for over 11 years, holding various positions including Vice President of Innovation Planning and Research. Ms. Rosenberg holds a M.A. degree in Social Sciences and Economics and a B.A. degree in Economics, Mathematics and Computer Science from Ben-Gurion University of the Negev.

Lars Hinrichs, 44
Director

Mr. Hinrichs is an entrepreneur and investor, having launched one of his first ventures at the age of 22, politik-digital.de, an award-winning platform for politics and new media. Furthermore, Mr. Hinrichs founded XING in 2003 (ETR: NOW), a career-oriented social networking site, which he took public in 2006. In 2010, Mr. Hinrichs founded HackFwd, an innovative pre-seed investment company that supported Europe’s entrepreneurs in launching tech start-ups and included investments in YieldKit, Watchlater, Cobook and Infogr.am, amongst others. Mr. Hinrichs is currently the founder and CEO of Cinco Capital, an independent investment company, and has been a member of the supervisory board at Deutsche Telekom AG (ETR: DTE) since October 2013 and has served as the chairman of the supervisory board of xbAV AG since 2016. Mr. Hinrichs studied at Harvard Kennedy School of Government and Yale Jackson Institute for Global Affairs.

Jeffrey James Clarke, 62 [Appointed]
Director

Mr. Clarke, age 62, has extensive public company experience, as well as information technology and technology enabled business model expertise derived from over 25 years in multi-industry executive and leadership roles. Mr. Clarke currently serves as Director of Mondee Holdings, Inc. (NASDAQ: MOND), as Director of Columbia Care Inc. (CSE: CCHW) and as as the Interim CEO of Doxim Inc. Prior to this, Mr. Clarke spent four years as member of the board of directors of FTD, LLC, and prior to that five years as chief executive officer of Eastman Kodak Company (NYSE: KODK), where he led the restructuring and divestiture of its high multiple packaging print division, substantially reducing Kodak’s debt. Mr. Clarke has also held numerous prominent roles within the technology industry, including chief executive officer, chairman and executive chair positions at Travelport Limited, a leading technology and distribution company in the travel industry. He has also served as chief operating officer for CA Software (NYSE: CA), executive vice president of global operations at Hewlett-Packard (NYSE: HPQ) and chief financial officer at Compaq Computer (NYSE: CPQ). Mr. Clarke is a former director at Docker, Inc., Autodesk, Inc. (NASDAQ: ADSK), Red Hat, Inc. (NYSE: RHT), Compuware Corporation (NASDAQ: CPWR), Orbitz Worldwide (NYSE: OWW) and UTStarcom, Inc. (NASDAQ: UTSI). He earned his MBA from Northeastern University and now serves as a Northeastern University Trustee.

Michael Abbott, 56
Director

Mr. Abbott is the founder and executive chairman of Columbia Care (NEO: CCHW), one of the largest pharmaceutical manufacturer of cannabis-related medicines in the United States of America and Europe, of which TG is a shareholder. Mr. Abbott has over 30 years of experience in banking and finance. In 2002, Mr. Abbott founded Elysium Capital, a foreign exchange trading hedge fund, and in 2006 he was appointed as CEO of Robeco Sage, a billion-dollar fund of hedge funds. He started his financial career at Swiss Bank Corp. and later worked at Goldman Sachs where he eventually led its Structured Product Trading and Origination Group. Mr. Abbott holds a Bachelor of Laws degree from King’s College London.

ByKristi Marvin