TGAAU Target Global Acquisition I Corporation

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant  ☒

Filed by a Party other than the Registrant  ☐

Check the appropriate box:

TARGET GLOBAL ACQUISITION I CORP.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

TARGET GLOBAL ACQUISITION I CORP.

A Cayman Islands Exempted Company

PO Box 10176, Governor’s Square, 23

Lime Tree Bay Avenue,

Grand Cayman, KY1-1002,

Cayman Islands

NOTICE OF EXTRAORDINARY GENERAL MEETING IN LIEU OF AN ANNUAL GENERAL MEETING

To Be Held at 12:00 p.m., Eastern Time, on December 15, 2023

TO THE SHAREHOLDERS OF TARGET GLOBAL ACQUISITION I CORP.:

You are cordially invited to attend (in person or by proxy) the extraordinary general meeting in lieu of an annual general meeting of Target Global Acquisition I Corp., a Cayman Islands exempted company (“we,” “us,” “our” or the “Company”), which will be held on December 15, 2023, at 12:00 p.m., Eastern Time, at the offices of Davis Polk & Wardwell London LLP located at 5 Aldermanbury Square, London EC2V 7HR, United Kingdom and via a virtual meeting, or at such other time, on such other date and at such other place to which the meeting may be postponed or adjourned (the “Shareholder Meeting”). Shareholders will have the opportunity to present questions to the management of the Company at the Shareholder Meeting, which is being held, in part, to satisfy the annual meeting requirement of the Nasdaq Stock Market LLC.

The Shareholder Meeting will be conducted via live webcast, but the physical location of the Shareholder Meeting will remain at the location specified above for the purposes of our amended and restated memorandum and articles of association (the “Articles”). If you wish to attend the Shareholder Meeting in person, you must reserve your attendance at least two business days in advance of the Shareholder Meeting by emailing the Company’s Chief Financial Officer at hdimmerling@targetglobal.vc, with a copy to corporate@targetglobal.vc, by 12:00 p.m., Eastern Time, on December 13, 2023 (two business days prior to the initially scheduled meeting date). You will be able to attend the Shareholder Meeting online, vote and submit your questions during the Shareholder Meeting by visiting www.virtualshareholdermeeting.com/TGAA2023SM2.

The attached notice of the Shareholder Meeting and proxy statement describe the business the Company will conduct at the Shareholder Meeting (unless the Company determines that it is not necessary to hold the Shareholder Meeting as described in the accompanying proxy statement) and provide information about the Company that you should consider when you vote your shares. As more fully described in the attached proxy statement, which is dated December 4, 2023, and is first being mailed, along with our Annual Report on Form 10-K for the year ended December 31, 2022, to shareholders on or about that date, the Shareholder Meeting will be held for the purpose of considering and voting on the following proposals:

Each of the Extension Amendment Proposal, the Trust Amendment Proposal, the Director Appointment Proposal, the Auditor Ratification Proposal and the Adjournment Proposal is more fully described in the accompanying proxy statement. Please take the time to read carefully each of the proposals in the accompanying proxy statement before you vote.

The Company’s prospectus for its IPO and its Articles initially provided that the Company had until 18 months from the closing of the offering (until June 13, 2023) or up to 24 months from the closing of its IPO (until December 13, 2023) to complete a Business Combination. On June 2, 2023, the Company’s shareholders approved an amendment of the Company’s Articles to extend (the “Prior Extension”) the date by which the Company had to consummate a Business Combination from June 13, 2023 to September 13, 2023 and to allow the Company, without another shareholder vote, to elect to further extend the termination date to consummate a Business Combination on a monthly basis for up to six times by an additional one month each time after the September 13, 2023, by resolution of the Board, if requested by the Sponsor, and upon two days’ advance notice prior to the applicable termination date, until March 13, 2024, provided that (i) the Sponsor (or its affiliates or designees) deposited into the Trust Account as a loan (a “Prior Contribution”), one business day following the public announcement by the Company disclosing that the Board has determined to extend the date by which the Company must consummate a Business Combination for an additional month, with respect to each such monthly extension, an amount equal to the lesser of (x) $90,000 or (y) $0.028 per public share multiplied by the number

of public shares outstanding, in exchange for a non-interest bearing, unsecured convertible promissory note to the Sponsor repayable by the Company upon consummation of a Business Combination and (ii) the procedures relating to any such extension, as set forth in the Trust Agreement, shall have been complied with. The Company’s shareholders approved the Prior Extension on June 2, 2023 and an aggregate of 16,994,128 Public Shares were validly tendered for redemption, leaving an aggregate of 4,495,530 Public Shares outstanding. On each of September 11, 2023, October 11, 2023 and November 11, 2023, the Sponsor made a Prior Contribution of $90,000 to the Company for each such monthly extension. The Company expects that the Sponsor will make an additional such Prior Contribution on or around December 11, 2023. Accordingly, the Termination Date is expected to be January 13, 2024 under the current Articles.

If the Extension Amendment Proposal is not approved, the Sponsor does not intend to make an additional Prior Contribution to extend the termination date further from January 13, 2024 to February 13, 2024, as required by the terms of the Prior Extension. Accordingly, the Company 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 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 the Company (less taxes payable and up to $100,000 of interest to pay liquidation 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 the Company’s remaining shareholders and the Board, liquidate and dissolve, subject in each case of clauses (ii) and (iii) to the Company’s obligations under Cayman Islands law to provide for claims of creditors and to requirements of other applicable law. There will be no distribution from the Trust Account with respect to the Company’s warrants, which will expire worthless in the event the Company liquidates and dissolves the Trust Account.

If the Extension Amendment Proposal is approved and the Extension Amendment becomes effective, the Termination Date would be extended until May 8, 2024 and, in the event that the Company has not consummated a Business Combination by May 8, 2024, without approval of the Company’s public shareholders, the Company may, by resolution of the Board, if requested by the Sponsor, and upon two calendar days’ advance notice prior to the applicable Termination Date, extend the Termination Date up to seven times, each by one additional month (for a total of up to seven additional months after the Articles Extension Date) to complete a Business Combination. In the event that the Sponsor determines not to proceed with any extension on any Additional Articles Extension Date, which it may do in its sole discretion, the Sponsor shall cause the Company to be liquidated and the Company shall take all actions necessary to liquidate the Company as of such time and redeem each of the shares of Class A Ordinary Shares in accordance with our Articles.

The purpose of the Extension Amendment Proposal is to allow the Company additional time to complete a Business Combination. You are not being asked to vote on a Business Combination at this time.

Under the current Articles, the Company can extend the Termination Date until March 13, 2024 to complete its initial Business Combination. The Board has determined that it is in the best interests of the Company to seek an extension of the Termination Date and have the Company’s shareholders approve the Extension Amendment Proposal to allow for a period of additional time to consummate a Business Combination. Without the Extension Amendment, the Company believes that it will not be able to complete a Business Combination on or before the Termination Date. If that were to occur, the Company would be precluded from completing a Business Combination and would be forced to liquidate.

The Company is listed on The Nasdaq Global Market. Nasdaq rule IM-5101-2 requires that a special purpose acquisition company complete one or more business combinations within 36 months of the effectiveness of its IPO registration statement, which, in the case of the Company, would be December 8, 2024. If the Extension Amendment Proposal is approved and the Company elects to extend the Termination Date of the Company to the final Additional Articles Extension Date, such extension would not extend the Company’s life beyond such 36-month deadline. As a result, the contemplated Articles Extension Date and the Additional Articles Extension Dates comply with Nasdaq rules.

Each of the Extension Amendment Proposal and the Trust Amendment Proposal is conditioned on the approval of each other. Unless each of the Extension Amendment Proposal and the Trust Amendment Proposal are approved at the Shareholder Meeting, the Extension Amendment will not be implemented.

As contemplated by the Articles, the holders of Public Shares may elect to redeem all or a portion of their Public Shares in exchange for their pro rata portion of the funds held in the Trust Account established to hold a portion of the proceeds of the initial public offering and the concurrent sale of the private placement warrants (the “Private Placement Warrants”), if the Extension Amendment is implemented (the “Redemption”), regardless of how such public shareholders vote in regard to the Extension Amendment Proposal. If the Extension Amendment Proposal is approved by the requisite vote of shareholders, the holders of Public Shares remaining after the Redemption will retain their right to redeem their Public Shares for their pro rata portion of the funds available in the Trust Account upon consummation of a Business Combination or if the Company does not complete a Business Combination by the Articles Extension Date or the relevant Additional Articles Extension Date.

If the Extension Amendment Proposal is approved and the Extension Amendment is implemented, the Sponsor, its affiliates or its designees will deposit into the Trust Account as a loan (a “Contribution,” and the Sponsor, its affiliate or designee making such Contribution, a “Contributor”), (i) on or before January 13, 2024, with respect to the extension to the Articles Extension Date, an amount of $345,000, and (ii) one business day following the public announcement by the Company disclosing that the Board has determined to extend the date by which the Company must consummate a Business Combination for an additional month, with respect to the extension to each such Additional Articles Extension Date, an amount of $90,000 (each date on which a Contribution is to be deposited into the Trust Account, a “Contribution Date”). The maximum aggregate amount of Contributions will be up to $975,000. The Contributions will be evidenced by a non-interest bearing, unsecured convertible promissory note to the Contributor (the “Contribution Note”) and will be repayable by the Company upon consummation of a Business Combination (the “Maturity Date”). Such loans may be converted into warrants of the post-business combination entity, which shall have terms identical to the Private Placement Warrants sold concurrently with the Company’s initial public offering (the “Initial Public Offering” or the “IPO”), each exercisable for one Class A Ordinary Share at a purchase price of $11.50 per share, at a price of $1.50 per warrant at the option of the Contributor. If the Company does not consummate a Business Combination by the Article Extension Date or Additional Article Extension Date, as applicable, any such promissory notes will be repaid only from funds held outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven. If the Company has consummated a Business Combination or announced its intention to wind up prior to any Contribution Date, any obligation to make Contributions will terminate.

Any Contribution is conditioned on the approval of the Extension Amendment Proposal and the implementation of the Extension Amendment. If the Extension Amendment Proposal is not approved or the Extension Amendment is not implemented, no Contribution will occur, and the Sponsor does not intend to make an additional Prior Contribution to extend the termination date further from January 13, 2024 to February 13, 2024, as required by the terms of the Prior Extension.

On November 27, 2023, the most recent practicable date prior to the date of the accompanying proxy statement, the redemption price per share was approximately $10.96, based on the aggregate amount on deposit in the Trust Account of approximately $49,310,611 as of November 27, 2023 (including interest not previously released to the Company to pay its taxes), divided by the total number of then outstanding Public Shares. The Redemption price per share will be calculated based on the aggregate amount on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes two business days prior to the initially scheduled date of the Shareholder Meeting. The closing price of the Class A Ordinary Shares on Nasdaq on November 27, 2023 was $10.96. Accordingly, if the market price of the Class A Ordinary Shares were to remain the same until the date of the Shareholder Meeting, exercising redemption rights would result in a public shareholder receiving approximately the same per share as if the shares were sold in the open market (based on the per share redemption price as of November 27, 2023). The Company cannot assure shareholders that they will be able to sell their Class A Ordinary Shares in the open market, even if the market price per share is lower than the redemption price stated above, as there may not be

sufficient liquidity in its securities when such shareholders wish to sell their shares. The Company believes that such redemption right enables its public shareholders to determine whether to sustain their investments for an additional period if the Company does not complete a Business Combination on or before the Termination Date.

If the Extension Amendment Proposal and the Trust Amendment Proposal are not approved, the Sponsor does not intend to make an additional Prior Contribution to extend the termination date further from January 13, 2024 to February 13, 2024, as required by the terms of the Prior Extension. Accordingly, the Company 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 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 the Company (less taxes payable and 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 the Company’s remaining shareholders and the Board, liquidate and dissolve, subject in each case of clauses (ii) and (iii) to the Company’s obligations under Cayman Islands law to provide for claims of creditors and to requirements of other applicable law. There will be no distribution from the Trust Account with respect to the Company’s warrants, which will expire worthless in the event the Company liquidates and dissolves the Trust Account.

Subject to the foregoing, the approval of the Extension Amendment Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of at least a two-thirds (2/3) majority of the votes cast by the holders of Class A Ordinary Shares and Class B Ordinary Shares (together, the “Ordinary Shares”), voting as a single class, who are present in person or virtually, or represented by proxy and entitled to vote thereon, and who vote thereon, at the Shareholder Meeting.

The purpose of the Trust Amendment Proposal is that Continental shall commence liquidation of the Trust Account promptly upon the earliest of (i) the Company’s completion of a business combination; (ii) the Articles Extension Date; and (iii) the relevant Additional Articles Extension Dates.

Approval of the Trust Amendment Proposal requires the affirmative vote of at least sixty-five percent (65%) of the votes cast of the then issued and outstanding Class A Ordinary Shares and Class B Ordinary Shares, voting together as a single class. The Trust Amendment Proposal, if adopted, will allow Continental to commence liquidation of the Trust Account promptly upon the earliest of (i) the Company’s completion of a business combination; (ii) the Articles Extension Date; and (iii) the Additional Articles Extension Date.

The purpose of the Director Appointment Proposal is to approve the re-appointment of two directors to serve on the Board until the 2026 annual general meeting of shareholders, until their respective successors are duly appointed and qualified, or until their earlier death, resignation or removal.

Approval of the Director Appointment Proposal requires an ordinary resolution of the holders of the Class B Ordinary Shares under Cayman Islands law, being the affirmative vote of a simple majority of the votes cast by the holders of the issued and outstanding Class B Ordinary Shares who are present in person or virtually, or represented by proxy and entitled to vote thereon, and who vote thereon, at the Shareholder Meeting. Prior to our Business Combination, only holders of our Class B Ordinary Shares will have the right to vote on the appointment of directors. Holders of our Class A Ordinary Shares will not be entitled to vote on the appointment of directors during such time.

The purpose of the Auditor Ratification Proposal is to ratify the selection by our audit committee of Marcum LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2023.

Approval of the Auditor Ratification Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a simple majority of the votes cast by the holders of the issued and outstanding

Class A Ordinary Shares and Class B Ordinary Shares, voting as a single class, who are present in person or virtually, or represented by proxy and entitled to vote thereon, and who vote thereon, at the Shareholder Meeting.

The purpose of the Adjournment Proposal is to allow the Board to adjourn the Shareholder Meeting to a later date or dates, if necessary, (i) to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Shareholder Meeting, there are insufficient votes for, or otherwise in connection with, the approval of the Extension Amendment Proposal, the Trust Amendment Proposal, the Director Appointment Proposal or the Auditor Ratification Proposal, or (ii) the Adjournment Proposal will only be presented would not adhere to the continued listing requirements of Nasdaq, or (iii) if the Board determines before at the Shareholder Meeting if, based on the tabulated votes, there are not sufficient votes at the time of the Shareholder Meeting that is not necessary or no longer desirable to proceed with the other proposals to approve the aforementioned proposals, in which case the Adjournment Proposal will be the only proposal presented at the Shareholder Meeting.

Approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a simple majority of the votes cast by the holders of the issued and outstanding Class A Ordinary Shares and Class B Ordinary Shares, voting as a single class, who are present in person or virtually, or represented by proxy and entitled to vote thereon, and who vote thereon, at the Shareholder Meeting.

The Adjournment Proposal will only be put forth for a vote if there are not sufficient votes to approve the Extension Amendment Proposal, the Trust Amendment Proposal, the Director Appointment Proposal or the Auditor Ratification Proposal at the Shareholder Meeting or if due to redemptions in connection with the Extension Amendment, the Company would not adhere to the continued listing requirements of Nasdaq, or if the Board determines before the Shareholder Meeting that it is not necessary or no longer desirable to proceed with the other proposals.

The Board has fixed the close of business on November 29, 2023 as the date for determining the Company’s shareholders entitled to receive notice of and vote at the Shareholder Meeting and any adjournment thereof. Only holders of record of Ordinary Shares on that date are entitled to have their votes counted at the Shareholder Meeting or any adjournment thereof.

THE BOARD BELIEVES THAT IT IS IN THE BEST INTERESTS OF THE COMPANY THAT THE COMPANY OBTAIN THE EXTENSION AMENDMENT, THE TRUST AMENDMENT, THE DIRECTOR APPOINTMENT PROPOSAL, THE AUDITOR RATIFICATION PROPOSAL AND, IF NECESSARY, THE ADJOURNMENT PROPOSAL. AFTER CAREFUL CONSIDERATION OF ALL RELEVANT FACTORS, THE BOARD HAS DETERMINED THAT THE EXTENSION AMENDMENT PROPOSAL, THE TRUST AMENDMENT PROPOSAL, THE DIRECTOR APPOINTMENT PROPOSAL, THE AUDITOR RATIFICATION PROPOSAL AND, IF NECESSARY, THE ADJOURNMENT PROPOSAL ARE IN THE BEST INTERESTS OF THE COMPANY AND ITS SHAREHOLDERS, HAS DECLARED IT ADVISABLE AND RECOMMENDS THAT YOU VOTE OR GIVE INSTRUCTION TO VOTE “FOR” THE EXTENSION AMENDMENT PROPOSAL, “FOR” THE TRUST AMENDMENT PROPOSAL, “FOR” THE DIRECTOR APPOINTMENT PROPOSAL, “FOR” THE AUDITOR RATIFICATION PROPOSAL, AND, IF NECESSARY, “FOR” THE ADJOURNMENT PROPOSAL.

Your vote is very important. Whether or not you plan to attend the Shareholder Meeting, please vote as soon as possible by following the instructions in the accompanying proxy statement to make sure that your shares are represented and voted at the Shareholder Meeting. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the Shareholder Meeting.

The approval of the Extension Amendment Proposal requires a special resolution under Cayman Islands law, the affirmative vote of at least a two-thirds (2/3) majority of the votes cast by the holders of

the issued Class A Ordinary Shares and Class B Ordinary Shares who are present in person or virtually, or represented by proxy and entitled to vote thereon, and who vote thereon, at the Shareholder Meeting. The approval of the Trust Amendment Proposal requires the affirmative vote of at least sixty-five percent (65%) of the votes cast of the then issued and outstanding Class A Ordinary Shares and Class B Ordinary Shares, voting together as a single class. The approval of the Director Appointment Proposal requires an ordinary resolution of the holders of the Class B Ordinary Shares under Cayman Islands law, being the affirmative vote of a simple majority of the votes cast by the holders of the issued and outstanding Class B Ordinary Shares who are present in person or virtually, or represented by proxy and entitled to vote thereon, and who vote thereon, at the Shareholder Meeting. Approval of each of the Auditor Ratification Proposal and the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a simple majority of the votes cast by the holders of the issued and outstanding Class A Ordinary Shares and Class B Ordinary Shares, voting as a single class, who are present in person or virtually, or represented by proxy and entitled to vote thereon, and who vote thereon, at the Shareholder Meeting. Accordingly, if you fail to vote in person or virtually, or by proxy at the Shareholder Meeting, your shares will not be counted for the purposes of determining whether the Extension Amendment Proposal, the Trust Amendment Proposal, the Director Appointment Proposal, the Auditor Ratification Proposal and the Adjournment Proposal are approved by the requisite majorities.

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted FOR each of the proposals presented at the Shareholder Meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the Shareholder Meeting in person or virtually, the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at the Shareholder Meeting but will otherwise not have any effect on whether the proposals are approved. If you are a shareholder of record and you attend the Shareholder Meeting and wish to vote in person, you may withdraw your proxy and vote in person.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND IN WRITING THAT YOUR CLASS A ORDINARY SHARES ARE REDEEMED FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO THE COMPANY’S TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE INITIALLY SCHEDULED DATE OF THE SHAREHOLDER MEETING. IN ORDER TO EXERCISE YOUR REDEMPTION RIGHT, YOU NEED TO IDENTIFY YOURSELF AS A BENEFICIAL HOLDER AND PROVIDE YOUR LEGAL NAME, PHONE NUMBER AND ADDRESS IN YOUR WRITTEN DEMAND. YOU MAY TENDER YOUR SHARES BY EITHER TENDERING OR DELIVERING YOUR SHARES (AND CERTIFICATES (IF ANY) AND OTHER REDEMPTION FORMS) TO THE TRANSFER AGENT OR BY TENDERING OR DELIVERING YOUR SHARES (AND SHARE CERTIFICATES (IF ANY) AND OTHER REDEMPTION FORMS) ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.

EACH OF THE EXTENSION AMENDMENT PROPOSAL AND THE TRUST AMENDMENT PROPOSAL IS CONDITIONED ON THE APPROVAL OF EACH OTHER. UNLESS EACH OF THE EXTENSION AMENDMENT PROPOSAL AND THE TRUST AMENDMENT PROPOSAL ARE APPROVED AT THE SHAREHOLDER MEETING, THE EXTENSION AMENDMENT WILL NOT BE IMPLEMENTED.

Enclosed is the proxy statement containing detailed information about the Shareholder Meeting, the Extension Amendment Proposal, the Trust Amendment Proposal, the Director Appointment Proposal, the Auditor Ratification Proposal and the Adjournment Proposal. Whether or not you plan to attend the Shareholder Meeting, the Company urges you to read this material carefully and vote your shares. Also enclosed is a copy of our Annual Report on Form 10-K for the year ended December 31, 2022. Shareholders will have the opportunity to present questions to the management of the Company at the Shareholder Meeting, which is being held, in part, to satisfy the annual meeting requirement of the Nasdaq Stock Market LLC.

TABLE OF CONTENTS

i

TARGET GLOBAL ACQUISITION I CORP.

A Cayman Islands Exempted Company

PO Box 10176, Governor’s Square, 23

Lime Tree Bay Avenue,

Grand Cayman, KY1-1002,

Cayman Islands

EXTRAORDINARY GENERAL MEETING IN LIEU OF AN ANNUAL GENERAL MEETING

OF TARGET GLOBAL ACQUISITION I CORP.

To Be Held at 12:00 p.m., Eastern Time, on December 15, 2023

This proxy statement and the enclosed form of proxy are furnished in connection with the solicitation of proxies by our board of directors (the “Board”) for use at the extraordinary general meeting in lieu of an annual general meeting of Target Global Acquisition I Corp., a Cayman Islands exempted company (the “Company,” “we,” “us” or “our”), which will be held on December 15, 2023, at 12:00 p.m., Eastern Time, at the offices of Davis Polk & Wardwell London LLP located at 5 Aldermanbury Square, London EC2V 7HR, United Kingdom and via a virtual meeting, or at such other time, on such other date and at such other place to which the meeting may be postponed or adjourned (the “Shareholder Meeting”).

YOUR VOTE IS IMPORTANT. It is important that your shares be represented at the Shareholder Meeting, regardless of the number of shares that you hold. You are, therefore, urged to execute and return, at your earliest convenience, the enclosed proxy card in the envelope that has also been provided.

ii

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Some of the statements contained in this proxy statement are forward-looking in nature. Our forward-looking statements include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available.

The following factors, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements:

The forward-looking statements contained in this proxy statement are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

iii

For a further discussion of these and other factors that could cause the Company’s future results, performance or transactions to differ significantly from those expressed in any forward-looking statement, please see the section below entitled “Risk Factors” and in other reports the Company has filed with the Securities and Exchange Commission (the “SEC”), including the final prospectus related to the Company’s IPO filed with the SEC on December 8, 2021 (File No. 333-253732), the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 and our quarterly reports on Form 10-Q filed with the SEC from time to time. You should not place undue reliance on any forward-looking statements, which are based only on information currently available to the Company.

iv

BACKGROUND

We are a blank check company incorporated 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.

On February 2, 2021, an affiliate of our Sponsor subscribed for an aggregate of 7,187,500 Class B ordinary shares for an aggregate purchase price of $25,000, or approximately $0.003 per share, which shares were subsequently transferred to our Sponsor for a consideration of $25,000. On November 8, 2021, 1,437,500 Class B ordinary shares were cancelled by us resulting in a decrease in the total number of Class B ordinary shares outstanding from 7,187,500 shares to 5,750,000 shares. Prior to the completion of our IPO, our sponsor transferred 25,000 Class B ordinary shares to each of our independent directors and 100,000 Class B ordinary shares to each of our CEO Shmuel Chafets and our Chairman Dr. Gerhard Cromme.

On December 9, 2021, we completed our IPO of 20,000,000 units at a price of $10.00 per unit (the “units”), generating gross proceeds of $200,000,000. Each unit consists of one Class A Ordinary Share and one-third of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to certain adjustments.

Substantially concurrently with the completion of our IPO, our sponsor purchased an aggregate of 6,666,667 private placement warrants (the “Private Placement Warrants”) at a price of $1.50 per warrant, or $10,000,000 in the aggregate. A total of $204,000,000, comprised of $196,000,000 of the 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 (the “Trust Account”).

On December 29, 2021, the underwriters exercised their over-allotment option and purchased an additional 1,489,658 units at an offering price of $10.00 per unit, generating aggregate additional gross proceeds of $14,896,580 to the Company. Substantially concurrently with the exercise of the over-allotment option, we completed the private sale of 397,242 additional Private Placement Warrants to the Sponsor at a purchase price of $1.50 per warrant, generating additional gross proceeds to the Company of $595,863.

Following the closing of our IPO on December 9, 2021, and after the closing of the over-allotment option exercise on December 29, 2021, a total of $219,194,512, was placed in the Trust Account maintained by Continental.

The Company’s prospectus for its IPO and its Articles initially provided that the Company had until 18 months from the closing of the offering (until June 13, 2023) or up to 24 months from the closing of its IPO (until December 13, 2023) to complete a Business Combination. On June 2, 2023, the Company’s shareholders approved an amendment of the Company’s Articles to extend (the “Prior Extension”) the date by which the Company had to consummate a Business Combination from June 13, 2023 to September 13, 2023 and to allow the Company, without another shareholder vote, to elect to further extend the termination date to consummate a Business Combination on a monthly basis for up to six times by an additional one month each time after the September 13, 2023, by resolution of the Board, if requested by the Sponsor, and upon two days’ advance notice prior to the applicable termination date, until March 13, 2024 (the “Prior Extension Deadline”), provided that (i) the Sponsor (or its affiliates or designees) deposited into the Trust Account as a loan (a “Prior Contribution”), one business day following the public announcement by the Company disclosing that the Board has determined to extend the date by which the Company must consummate a Business Combination for an additional month, with respect to each such monthly extension, an amount equal to the lesser of (x) $90,000 or (y) $0.028 per public share multiplied by the number of public shares outstanding, in exchange for a non-interest bearing, unsecured convertible promissory note to the Sponsor repayable by the Company upon consummation of a Business Combination and (ii) the procedures relating to any such extension, as set forth in the Trust Agreement,

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shall have been complied with. The Company’s shareholders approved the Prior Extension on June 2, 2023 and an aggregate of 16,994,128 Public Shares were validly tendered for redemption, leaving an aggregate of 4,495,530 Public Shares outstanding.

On each of September 11, 2023, October 11, 2023 and November 11, 2023, the Sponsor made a Prior Contribution of $90,000 to the Company for each such monthly extension. The Company expects that the Sponsor will make an additional such Prior Contribution on or around December 11, 2023. Accordingly, the Termination Date is expected to be January 13, 2024 under the current Articles.

On June 11, 2023, the Company issued an aggregate of 5,347,415 Class A ordinary shares, par value $0.0001 per share, to the Sponsor and certain directors and officers of the Company (collectively the “Holders”), upon the conversion (the “Conversion”) of an equal number of the Company’s Class B ordinary shares, par value $0.0001 per share (the “Class B Ordinary Shares”) held by the Holders. The 5,347,415 Class A Ordinary Shares issued in connection with the Conversion are subject to the same restrictions as applied to the Class B Ordinary Shares before the Conversion, including, among other things, (i) certain transfer restrictions, (ii) waiver of redemption rights, (iii) waiver of rights to receive liquidating distributions from the Trust Account and (iv) the obligation to vote in favor of a Business Combination as described in the prospectus for the Company’s Initial Public Offering. In addition, following the Conversion, certain additional restrictions pursuant to Regulation S of the Securities Act apply to the Class A Ordinary Shares of the Holders.

The Company’s principal executive office is located at PO Box 10176, Governor’s Square, 23 Lime Tree Bay Avenue, Grand Cayman, KY1-1002, Cayman Islands.

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RISK FACTORS

You should consider carefully all of the risks described in our (i) initial public offering prospectus filed with the SEC on December 8, 2021, (ii) Annual Report on Form 10-K for the year ended December 31, 2022, as filed with the SEC on March 28, 2023 and (iii) our quarterly and other reports we file with the SEC from time to time, before making a decision to invest in our securities. Furthermore, if any of the following events occur, our business, financial condition and operating results may be materially adversely affected or we could face liquidation. In that event, the trading price of our securities could decline, and you could lose all or part of your investment. The risks and uncertainties described in the aforementioned filings and below are not the only ones we face. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, may also become important factors that adversely affect our business, financial condition and operating results or result in our liquidation.

There are no assurances that the Extension Amendment will enable us to complete a Business Combination.

Approving the Extension Amendment involves a number of risks. Even if the Extension Amendment is approved and the Extension Amendment is implemented, the Company can provide no assurances that a Business Combination will be consummated prior to the Articles Extension Date or the relevant Additional Articles Extension Date, if applicable. Our ability to consummate any Business Combination is dependent on a variety of factors, many of which are beyond our control. If the Extension Amendment is approved and the Extension Amendment is implemented, the Company expects to seek shareholder approval of a Business Combination. We are required to offer shareholders the opportunity to redeem shares in connection with the Extension Amendment, and we will be required to offer shareholders redemption rights again in connection with any shareholder vote to approve a Business Combination. Even if the Extension Amendment or a Business Combination are approved by our shareholders, it is possible that redemptions will leave us with insufficient cash to consummate a Business Combination on commercially acceptable terms, or at all. The fact that we will have separate redemption periods in connection with the Extension Amendment and a Business Combination vote could exacerbate these risks. Other than in connection with a redemption offer or liquidation, our shareholders may be unable to recover their investment except through sales of our shares on the open market. The price of our shares may be volatile, and there can be no assurance that shareholders will be able to dispose of our shares at favorable prices, or at all.

In the event the Extension Amendment Proposal is approved and effected, the ability of our public shareholders to exercise redemption rights with respect to a large number of our Public Shares may adversely affect the liquidity of our securities.

A public shareholder may request that the Company redeem all or a portion of such public shareholder’s ordinary shares for cash. The ability of our public shareholders to exercise such redemption rights with respect to a large number of our Class A Ordinary Shares issued as part of the units sold in our IPO (the “Public Shares”), may adversely affect the liquidity of our Class A Ordinary Shares. As a result, you may be unable to sell your Class A Ordinary Shares even if the market price per share is higher than the per-share redemption price paid to public shareholders who elect to redeem their shares.

In the event the Extension Amendment Proposal is approved and we amend our Articles, Nasdaq may delist our securities from trading on its exchange following shareholder redemptions in connection with the Extension Amendment, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.

Our Class A Ordinary Shares, units and public warrants are listed on the Nasdaq Global Market. We are subject to compliance with Nasdaq’s continued listing requirements in order to maintain the listing of our securities on Nasdaq. Such continued listing requirements for our Class A Ordinary Shares include, among other things, the requirement to maintain at least 300 public shareholders, at least 600,000 publicly held shares and the

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Market Value of Listed Securities (as defined in Nasdaq Rule 5005) of at least $50 million. Pursuant to the terms of the Articles, in the event the Extension Amendment Proposal is approved and the Articles are amended, holders of the Public Shares may elect to redeem their shares and, as a result, we may not be in compliance with Nasdaq’s continued listing requirements.

We expect that if our Class A Ordinary Shares fail to meet Nasdaq’s continued listing requirements, our units and public warrants will also fail to meet Nasdaq’s continued listing requirements for those securities. We cannot assure you that any of our Class A Ordinary Shares, units or public warrants will be able to meet any of Nasdaq’s continued listing requirements following any shareholder redemptions of our Public Shares in connection with the amendment of our Articles pursuant to the Extension Amendment Proposal. If our securities do not meet Nasdaq’s continued listing requirements, Nasdaq may delist our securities from trading on its exchange.

If Nasdaq delists any of our securities from trading on its exchange and we are not able to list such securities on another national securities exchange, we expect such securities could be quoted on an over-the-counter market. If this were to occur, we could face significant material adverse consequences, including:

The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” Our Class A Ordinary Shares, units and public warrants qualify as covered securities under such statute. Although the states are preempted from regulating the sale of covered securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case. While we are not aware of a state having used these powers to prohibit or restrict the sale of securities issued by SPACs, certain state securities regulators view blank check companies unfavorably and might use these powers, or threaten to use these powers, to hinder the sale of securities of blank check companies in their states. Further, if we were no longer listed on Nasdaq, our securities would not qualify as covered securities under such statute, and we would be subject to regulation in each state in which we offer our securities.

Our Initial Shareholders hold all of our outstanding Class B Ordinary Shares and as a result, control the outcome of the Director Election Proposal, as only holders of our Class B Ordinary Share have the right to vote on the election of directors and to remove directors prior to a Business Combination. In addition, our Initial Shareholders will exert a substantial influence on other actions requiring a shareholder vote, potentially in a manner that shareholders do not support.

Our Initial Shareholders own approximately 54.4% of our issued and outstanding Ordinary Shares and they control the outcome of the Director Appointment Proposal, as only holders of our Class B ordinary shares have the right to vote on the election of directors and to remove directors prior to a Business Combination. We expect our Initial Shareholders to vote in favor of the election of the director nominees.

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In addition, our Initial Shareholders will also exert a substantial influence on other actions requiring a shareholder vote, potentially in a manner that shareholders do not support, including amendments to our Articles. For example, our Initial Shareholders intend to vote in favor of both the Extension Amendment Proposal and the Trust Amendment Proposal. As a result, as of the Record Date, in addition to the shares held by the Initial Shareholders, the Company would need at least 1,206,216 Class A Ordinary Shares held by public shareholders, or approximately 26.9% of all Class A Ordinary Shares held by public shareholders, to be voted in favor of the Extension Amendment Proposal and at least 1,041,750 Class A Ordinary Shares held by public shareholders, or approximately 23.2% of all Class A Ordinary Shares held by public shareholders, to be voted in favor of the Trust Amendment Proposal if all Ordinary Shares are represented at the Shareholder Meeting and cast votes.

Changes to laws or regulations or in how such laws or regulations are interpreted or applied, or a failure to comply with any laws, regulations, interpretations or applications, may adversely affect our business, including our ability to negotiate and complete our initial Business Combination.

We are subject to the laws and regulations, and interpretations and applications of such laws and regulations, of national, regional, state and local governments and non-U.S. jurisdictions. In particular, we are required to comply with certain SEC and other legal and regulatory requirements, and our consummation of a Business Combination may be contingent upon our ability to comply with certain laws, regulations, interpretations and applications and any post-Business Combination company may be subject to additional laws, regulations, interpretations and applications. Compliance with, and monitoring of, the foregoing may be difficult, time consuming and costly. Those laws and regulations and their interpretation and application may also change from time to time, and those changes could have a material adverse effect on our business, including our ability to negotiate and complete a Business Combination. A failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our business, including our ability to negotiate and complete a Business Combination. The SEC has adopted certain rules and may, in the future, adopt other rules, which may have a material effect on our activities and on our ability to consummate a Business Combination, including the SPAC Proposed Rules (as defined below) described below.

The SEC has issued proposed rules relating to certain activities of SPACs. If we are deemed to be an investment company for purposes of the Investment Company Act, we may abandon our efforts to complete an initial Business Combination and instead liquidate our Company. To mitigate the risk of that result, we instructed Continental to liquidate the U.S. government treasury obligations or money market funds held in the Trust Account and thereafter to hold all funds in the Trust Account in an interest-bearing bank deposit account until the earlier of the consummation of the Company’s Business Combination or the liquidation of the Company. As a result, following such change, we will likely receive minimal, if any, interest, on the funds held in the Trust Account, which would reduce the dollar amount that our public stockholders would have otherwise received upon any redemption or liquidation of the Company if the assets in the Trust Account had remained in U.S. government securities or money market funds.

On March 30, 2022, the SEC issued proposed rules (the “SPAC Proposed Rules”) relating, among other things, to disclosures in SEC filings in connection with Business Combination transactions between special purpose acquisition companies (“SPACs”) such as us and private operating companies; the financial statement requirements applicable to transactions involving shell companies; the use of projections by SPACs in SEC filings in connection with proposed Business Combination transactions; the potential liability of certain participants in proposed Business Combination transactions; and the extent to which SPACs could become subject to regulation under the Investment Company Act of 1940, as amended (the “Investment Company Act”), including a proposed rule that would provide SPACs a safe harbor from the definition of “investment company” under Section 3(a)(1)(A) of the Investment Company Act and treatment as an investment company if they satisfy certain conditions that limit a SPAC’s duration, asset composition, business purpose and activities. Specifically, to comply with the safe harbor, the SPAC Proposed Rules would require a company to file a report on Form 8-K announcing that it has entered into an agreement with a target company for a Business Combination no later than 18 months after the effective date of its registration statement for its initial public offering (the

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“IPO Registration Statement”). A SPAC would then be required to complete its initial Business Combination no later than 24 months after the effective date of the IPO Registration Statement.

There is currently uncertainty concerning the applicability of the Investment Company Act to a SPAC, including a company like ours, that does not complete its Business Combination within the proposed time frame set forth in the proposed safe harbor rule. As indicated above, we completed our IPO in December 2021 and have operated as a blank check company searching for a target business with which to consummate a Business Combination since such time. As a result, it is possible that a claim could be made that we have been operating as an unregistered investment company if the SPAC Rule Proposals are adopted as proposed. If we are deemed to be an investment company under the Investment Company Act, we would be subject to burdensome compliance requirements and expenses for which we have not allotted funds, and we may abandon our efforts to complete a Business Combination and instead liquidate our Company. Were we to liquidate, our warrants would expire worthless, and our security holders would lose the investment opportunity associated with an investment in the combined company, including any potential price appreciation of our securities.

To mitigate the risk of us being deemed to have been operating as an unregistered investment company under the Investment Company Act, we instructed Continental to liquidate the U.S. government treasury obligations or money market funds held in the Trust Account and thereafter to hold all funds in the Trust Account in an interest-bearing bank deposit account until the earlier of the consummation of the Company’s Business Combination or the liquidation of the Company. Following such liquidation of the assets in our Trust Account, we will likely receive minimal interest, if any, on the funds held in the Trust Account, which would reduce the dollar amount our public stockholders would have otherwise received upon any redemption or liquidation of the Company if the assets in the Trust Account had remained in U.S. government securities or money market funds. This means that the amount available for redemption will not increase in the future.

The SPAC Proposed Rules have not yet been adopted, and may be adopted in the proposed form or in a different form that could impose additional regulatory requirements on SPACs. Certain of the procedures that we, a potential Business Combination target, or others may determine to undertake in connection with the SPAC Proposed Rules, or pursuant to the SEC’s views expressed in the SPAC Proposed Rules, may increase the costs and time of negotiating and completing a Business Combination, and may constrain the circumstances under which we could complete a Business Combination.

We may not be able to complete a Business Combination with a U.S. target company if such 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”).

Our Sponsor is controlled by, and has substantial ties with, non-U.S. persons domiciled principally in Israel and the United Kingdom. Acquisitions and investments by non-U.S. Persons in certain U.S. business may be subject to rules or regulations that limit foreign ownership. In addition, CFIUS is an interagency committee authorized to review certain transactions involving investments by foreign persons in U.S. businesses that have a nexus to, amongst other things, critical technologies, critical infrastructure and/or sensitive personal data in order to determine the effect of such transactions on the national security of the United States. For so long as our Sponsor retains a material ownership interest in us, we may be deemed a “foreign person” under such rules and regulations, any proposed business combination between us and a U.S. business engaged in a regulated industry or which may affect national security could be subject to such foreign ownership restrictions, CFIUS review and/ or mandatory filings. If our potential initial business combination with a U.S. business falls within the scope of foreign ownership restrictions, we may be unable to consummate an initial business combination with such business. In addition, if our potential business combination falls within CFIUS’s jurisdiction, we may be required to make a mandatory filing or determine to submit a voluntary notice to CFIUS, or to proceed with the initial business combination without notifying CFIUS and risk CFIUS intervention, before or after closing the initial business combination. CFIUS may decide to block or delay our initial business combination, impose conditions to mitigate national security concerns with respect to such initial business combination or order us to divest all or

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a portion of any U.S. business of the combined company if we proceed without first obtaining CFIUS clearance. These potential limitations and risks may limit the attractiveness of a transaction with us or prevent us from pursuing certain initial business combination opportunities that we believe would otherwise be beneficial to us and our shareholders. As a result, the pool of potential targets with which we could complete an initial business combination may be limited and we may be adversely affected in competing with other special purpose acquisition companies which do not have similar foreign ownership issues. Moreover, the process of government review, whether by CFIUS or otherwise, could be lengthy. Because we have only a limited time to complete our initial business combination, our failure to obtain any required approvals within the requisite time-period may require us to liquidate. If we liquidate, our public shareholders may only receive their pro rata share of amounts held in the Trust Account, and our warrants will expire worthless. This will also cause you to lose any potential investment opportunity in a target company and the chance of realizing future gains on your investment through any price appreciation in the combined company.

If CFIUS elects to review a Business Combination, the time necessary to complete such review of the Business Combination or a decision by CFIUS to prohibit the Business Combination could prevent us from completing a Business Combination within the deadline specified in our amended and restated memorandum and articles of association (the “Articles”).

If we are not able to consummate a Business Combination by the deadline specified in our Articles, we will: (1) cease all operations except for the purpose of winding up; (2) as promptly as reasonably possible but not more than 10 business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any); and (3) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Board, liquidate and dissolve, subject in each case 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 in the event of our winding up. Finally, the Company’s public shareholders will not receive the benefit of any price appreciation of our Public Shares that might result from a Business Combination with a target company.

There can be no assurance that we will not be subject to a U.S. Excise Tax in connection with redemptions of our Class A Ordinary Shares in certain circumstances.

The U.S. Inflation Reduction Act of 2022 (“IR Act”) generally imposes a 1% excise tax on the fair market value of certain repurchases of stock (net of the fair market value of certain new stock issuances) by “covered corporations” beginning in 2023 (the “U.S. Excise Tax”). The tax is imposed on the repurchasing corporation itself, not its stockholders. Subject to certain exceptions, the U.S. Excise Tax is imposed on publicly traded U.S. corporations. Because we are a “blank check” Cayman Islands corporation with no subsidiaries or previous merger or acquisition activity, we are not currently a “covered corporation” for this purpose. However, a repurchase of our stock that occurs in connection with a business combination with a U.S. target company might be subject to the U.S. Excise Tax, depending on the structure of the business combination and other transactions that might occur during the relevant year. The U.S. Treasury has been given authority to issue regulations or other guidance to carry out, and to prevent the avoidance of, the U.S. Excise Tax. The U.S. Treasury and Internal Revenue Service issued preliminary guidance regarding the application of this U.S. Excise Tax, but there can be no assurance that this guidance will be finally adopted in its current form. For the avoidance of doubt, if due to a business combination with a U.S. company, a U.S. Excise Tax under the IR Act becomes payable in connection with any redemptions of Class A Ordinary Shares in the future, the proceeds deposited in the Trust Account and the interest earned thereon will not be used to pay for any such U.S. Excise Tax.

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QUESTIONS AND ANSWERS ABOUT THE SHAREHOLDER MEETING

The questions and answers below highlight only selected information from this proxy statement and only briefly address some commonly asked questions about the Shareholder Meeting (as defined below) and the proposals to be presented at the Shareholder Meeting. The following questions and answers do not include all the information that is important to the Company’s shareholders. Shareholders are urged to read carefully this entire proxy statement, including the other documents referred to herein, to fully understand the proposal to be presented at the Shareholder Meeting and the voting procedures for the Shareholder Meeting, which will be held on December 15, at 12:00 p.m., Eastern Time, at the offices of Davis Polk & Wardwell London LLP located at 5 Aldermanbury Square, London EC2V 7HR, United Kingdom and via a virtual meeting, or at such other time, on such other date and at such other place to which the meeting may be postponed or adjourned. You can participate in the meeting, vote, and submit questions via live webcast by visiting www.virtualshareholdermeeting.com/TGAA2023SM2.

Following the closing of the Company’s IPO on December 13, 2021, followed by the partial exercise by the underwriters of the over-allotment option, a total amount of $219,194,512 from the net proceeds of (i) the sale of the Units in the IPO and (ii) the sale of Private Placement Warrants to the Sponsor was placed in the Trust Account.

The Company’s prospectus for its IPO and its Articles initially provided that the Company had until 18 months from the closing of the offering (until June 13, 2023) or up to 24 months from the closing of its IPO (until December 13, 2023) to complete a Business Combination. On June 2, 2023, the Company’s shareholders approved an amendment of the Company’s Articles to extend the date by which the Company had to consummate a Business Combination from June 13, 2023 to September 13, 2023 and to allow the Company, without another shareholder vote, to elect to further extend the termination date to consummate a Business Combination on a monthly basis for up to six times by an additional one month each time after the September 13, 2023, by resolution of the Board, if requested by the Sponsor, and upon two days’ advance notice prior to the applicable termination date, until March 13, 2024, provided that (i) the Sponsor (or its affiliates or designees) deposited into the Trust Account as a Prior Contribution, one business day following the public announcement by the Company disclosing that the Board has determined to extend the date by which the Company must consummate a Business Combination for an additional month, with respect to each such monthly extension, an amount equal to the lesser of (x) $90,000 or (y) $0.028 per public share multiplied by the number of public shares outstanding, in exchange for a non-interest bearing, unsecured convertible promissory note to the Sponsor repayable by the Company upon consummation of a Business Combination and (ii) the procedures relating to any such extension, as set forth in the Trust Agreement, shall have been complied with. The Company’s shareholders approved the Prior Extension on June 2, 2023 and an aggregate of 16,994,128 Public Shares were validly tendered for redemption, leaving an aggregate of 4,495,530 Public Shares outstanding. On each of September 11, 2023, October 11, 2023 and November 11, 2023, the Sponsor made a Prior Contribution of $90,000 to the Company for each such monthly extension. The Company expects that the Sponsor will make an additional such Prior Contribution on or around December 11, 2023. Accordingly, the Termination Date is expected to be January 13, 2024 under the current Articles.

If the Extension Amendment Proposal is not approved, the Sponsor does not intend to make an additional Prior Contribution to extend the termination date further from January 13, 2024 to February 13, 2024, as required by the terms of the Prior Extension. Accordingly, the Company 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,

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redeem the Public Shares, at a per-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 the Company (less taxes payable and up to $100,000 of interest to pay liquidation 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 the Company’s remaining shareholders and the Board, liquidate and dissolve, subject in each case of clauses (ii) and (iii) to the Company’s obligations under Cayman Islands law to provide for claims of creditors and to requirements of other applicable law. There will be no distribution from the Trust Account with respect to the Company’s warrants, which will expire worthless in the event the Company liquidates and dissolves the Trust Account.

Without the Extension Amendment, the Company believes that it will not, despite its best efforts, be able to complete an initial business combination (a “Business Combination”) on or before March 13, 2024. The Board believes that it is in the best interests of the Company’s shareholders to continue the Company’s existence until December 8, 2024, if necessary, in order to allow the Company additional time to complete a Business Combination and is therefore holding this Shareholder Meeting.

In addition to sending our shareholders this proxy statement, we are also sending our Annual Report on Form 10-K for the year ended December 31, 2022, so that at the Shareholder Meeting, shareholders may discuss and ask questions of the Company with respect to such annual report.

Shareholders may attend the Shareholder Meeting in person. However, we encourage you to attend the Shareholder Meeting virtually. If you wish to attend the Shareholder Meeting in person, you must reserve your attendance at least two business days in advance of the Shareholder Meeting by emailing the Company’s Chief Financial Officer at hdimmerling@targetglobal.vc, with a copy to corporate@targetglobal.vc, by 12:00 p.m., Eastern Time, on December 13, 2023 (two business days prior to the initially scheduled meeting date). You can participate in the meeting, vote, and submit questions via live webcast by visiting www.virtualshareholdermeeting.com/TGAA2023SM2.

Voting by Mail. By signing the proxy card and returning it in the enclosed prepaid and addressed envelope, you are authorizing the individuals named on the proxy card to vote your shares at the Shareholder Meeting

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in the manner you indicate. You are encouraged to sign and return the proxy card even if you plan to attend the Shareholder Meeting so that your shares will be voted if you are unable to attend the Shareholder Meeting. If you receive more than one proxy card, it is an indication that your shares are held in multiple accounts. Please sign and return all proxy cards to ensure that all of your shares are voted. Votes submitted by mail must be received by 12:00 p.m., Eastern Time, on December 14, 2023.

Voting in Person at the Meeting. If you wish to attend the Shareholder Meeting in person, you must reserve your attendance at least two business days in advance of the Shareholder Meeting by emailing the Company’s Chief Financial Officer at hdimmerling@targetglobal.vc, with a copy to corporate@targetglobal.vc, by 12:00 p.m., Eastern Time, on December 13, 2023 (two business days prior to the initially scheduled meeting date). If you attend the Shareholder Meeting and plan to vote in person, you will be provided with a ballot at the Shareholder Meeting. If your shares are registered directly in your name, you are considered the shareholder of record and you have the right to vote in person at the Shareholder Meeting. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or other nominee, you should follow the instructions provided by your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the record holder of your shares with instructions on how to vote your shares or, if you wish to attend the Shareholder Meeting and vote in person, you will need to bring to the Shareholder Meeting a legal proxy from your broker, bank or nominee authorizing you to vote these shares.

Voting Electronically. You may attend and vote at the Shareholder Meeting by visiting www.virtualshareholdermeeting.com/TGAA2023SM2 and entering the control number found on your proxy card, voting instruction form or notice included in the proxy materials.

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The Company’s prospectus for its IPO and its Articles initially provided that the Company had until 18 months from the closing of the offering (until June 13, 2023) or up to 24 months from the closing of its IPO (until December 13, 2023) to complete a Business Combination. On June 2, 2023, the Company’s shareholders approved an amendment of the Company’s Articles to extend the date by which the Company had to consummate a Business Combination from June 13, 2023 to September 13, 2023 and to allow the Company, without another shareholder vote, to elect to further extend the termination date to consummate a Business Combination on a monthly basis for up to six times by an additional one month each time after the September 13, 2023, by resolution of the Board, if requested by the Sponsor, and upon two days’ advance notice prior to the applicable termination date, until March 13, 2024, provided that (i) the Sponsor (or its affiliates or designees) deposited into the Trust Account a Prior Contribution, one business day following the public announcement by the Company disclosing that the Board has determined to extend the date by which the Company must consummate a Business Combination for an additional month, with respect to each such monthly extension, an amount equal to the lesser of (x) $90,000 or (y) $0.028 per public share multiplied by the number of public shares outstanding, in exchange for a non-interest bearing, unsecured

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convertible promissory note to the Sponsor repayable by the Company upon consummation of a Business Combination and (ii) the procedures relating to any such extension, as set forth in the Trust Agreement, shall have been complied with. The Company’s shareholders approved the Prior Extension on June 2, 2023 and an aggregate of 16,994,128 Public Shares were validly tendered for redemption, leaving an aggregate of 4,495,530 Public Shares outstanding. On each of September 11, 2023, October 11, 2023 and November 11, 2023, the Sponsor made a Prior Contribution of $90,000 to the Company for each such monthly extension. The Company expects that the Sponsor will make an additional such Prior Contribution on or around December 11, 2023. Accordingly, the Termination Date is expected to be January 13, 2024 under the current Articles.

If the Extension Amendment Proposal is not approved, the Sponsor does not intend to make an additional Prior Contribution to extend the termination date further from January 13, 2024 to February 13, 2024, as required by the terms of the Prior Extension. Accordingly, the Company 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 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 the Company (less taxes payable and up to $100,000 of interest to pay liquidation 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 the Company’s remaining shareholders and the Board, liquidate and dissolve, subject in each case of clauses (ii) and (iii) to the Company’s obligations under Cayman Islands law to provide for claims of creditors and to requirements of other applicable law. There will be no distribution from the Trust Account with respect to the Company’s warrants, which will expire worthless in the event the Company liquidates and dissolves the Trust Account.

If the Extension Amendment Proposal is approved and the Extension Amendment becomes effective, the Termination Date would be extended until May 8, 2024 and, in the event that the Company has not consummated a Business Combination by May 8, 2024, without approval of the Company’s public shareholders, the Company may, by resolution of the Board, if requested by the Sponsor, and upon two calendar days’ advance notice prior to the applicable Termination Date, extend the Termination Date up to seven times, each by one additional month (for a total of up to seven additional months after the Articles Extension Date) to complete a Business Combination. In the event that the Sponsor determines not to proceed with any extension on any Additional Articles Extension Date, which it may do in its sole discretion, the Sponsor shall cause the Company to be liquidated and the Company shall take all actions necessary to liquidate the Company as of such time and redeem each of the shares of Class A Ordinary Shares in accordance with our Articles.

If the Extension Amendment Proposal is approved and the Extension Amendment is implemented, the Sponsor or its designees will deposit into the Trust Account a Contribution, (i) on or before January 13, 2024, with respect to the extension to the Articles Extension Date, an amount equal to $345,000, and (ii) one business day following the public announcement by the Company disclosing that the Board has determined to extend the date by which the Company must consummate a Business Combination for an additional month, with respect to the extension to each such Additional Articles Extension Date, an amount of $90,000. The maximum aggregate amount of Contributions will be up to $975,000. The Contributions will be evidenced by the Contribution Note, which is a non-interest bearing, unsecured convertible promissory note repayable by the Company upon the Maturity Date. Such loans may be converted into warrants of the post-business combination entity, which shall have terms identical to the Private Placement Warrants sold concurrently with the IPO, each exercisable for one Class A Ordinary Share at a purchase price of $11.50 per share, at a price of $1.50 per warrant at the option of the Contributor. If the Company does not consummate a Business Combination by the Article Extension Date or Additional Article Extension Date, as applicable, any such promissory notes will be repaid only from funds held outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven. If the

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Company has consummated a Business Combination or announced its intention to wind up prior to any Contribution Date, any obligation to make Contributions will terminate.

Each of the Extension Amendment Proposal and the Trust Amendment Proposal is conditioned on the approval of each other. Unless each of the Extension Amendment Proposal and the Trust Amendment Proposal are approved at the Shareholder Meeting, the Extension Amendment will not be implemented.

For more information, please see “Proposal No. 1 — The Extension Amendment Proposal,” “Proposal No. 2 – The Trust Amendment Proposal,” “Proposal No. 3 – The Director Appointment Proposal”, “Proposal No. 4 – The Auditor Ratification Proposal” and “Proposal No. 5 – The Adjournment Proposal.”

After careful consideration, the Board has unanimously determined that the Extension Amendment Proposal, the Trust Amendment Proposal, the Director Appointment Proposal, the Auditor Ratification Proposal and the Adjournment Proposal are in the best interests of the Company and its shareholders and unanimously recommends that you vote “FOR” or give instruction to vote “FOR” each of these proposals. Only holders of Class B Ordinary Shares are entitled to vote on the Director Appointment Proposal.

The existence of financial and personal interests of our directors and officers may result in conflicts of interest, including a conflict between what may be in the best interests of the Company and its shareholders and what may be best for a director’s personal interests when determining to recommend that shareholders vote for the proposals. See the sections titled “Proposal No. 1—The Extension Amendment Proposal—Interests of the Sponsor and the Company’s Directors and Officers,” and “Proposal No. 2—The Trust Amendment Proposal—Interests of the Sponsor and the Company’s Directors and Officers”, and “Beneficial Ownership of Securities” for a further discussion of these considerations.

THE VOTE OF SHAREHOLDERS IS IMPORTANT. SHAREHOLDERS ARE URGED TO SUBMIT THEIR PROXIES AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS PROXY STATEMENT.

Without the Extension Amendment, the Company believes that it will not be able to complete a Business Combination on or before the Termination Date. If that were to occur, the Company would be forced to liquidate.

If, based upon the tabulated vote at the time of the extraordinary general meeting, there are insufficient votes from the holders of ordinary shares to approve the Trust Amendment Proposal, the Company may put the Adjournment Proposal to a vote in order to seek additional time to obtain sufficient votes in support of the Trust Amendment Proposal. If the Adjournment Proposal is not approved by the Company’s

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shareholders, the Board may not be able to adjourn the extraordinary general meeting to a later date or dates in the event that there are insufficient votes from the holders of ordinary shares at the time of the extraordinary general meeting to approve the Trust Amendment Proposal.

If the Trust Amendment Proposal is not approved at the extraordinary general meeting or at any adjournment thereof or is not implemented, and a business combination is not completed on or before the Original Termination Date, then as contemplated by and in accordance with the Trust Agreement, Continental shall commence liquidation of the Trust Account only and promptly (x) after its receipt of the applicable instruction letter delivered by the Company in connection with the Company’s inability to effect a business combination within the time frame specified in the Articles or (y) upon the date that is the later of (1) 21 months after the closing of the Offering and (2) such later date upon an extension effectuated pursuant to the terms of the Trust Agreement (such later date not being more than 27 months after the closing of the Offering), if the aforementioned termination letter has not been received by Continental prior to such date.

As the Shareholder Meeting is in lieu of our 2023 annual general meeting of shareholders (being our first annual general meeting since the Company’s IPO), the term of the initial Class I directors, Mr. Jeffrey Clarke and Mr. Michael Abbott, will expire at the Shareholder Meeting. However, the Board has nominated each of Mr. Jeffrey Clarke and Mr. Michael Abbott for re-appointment as a Class I director, to hold office until the 2026 annual general meeting of shareholders, until their respective successors are duly appointed and qualified, or until their earlier death, resignation or removal.

Marcum LLP served as the independent registered public accounting firm of the Company for the fiscal year ended December 31, 2022 and the period from February 2, 2021 (inception) through December 31, 2021. Representatives of Marcum LLP are not expected to be present at the Shareholder Meeting to answer questions. If our shareholders do not ratify the appointment of Marcum LLP, our Board may reconsider the appointment.

Q: Why is the Company proposing the Adjournment Proposal?

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Q: What constitutes a quorum?

The approval of the Trust Amendment Proposal requires the affirmative vote of at least sixty-five percent (65%) of the votes cast of the then issued and outstanding Class A Ordinary Shares and Class B Ordinary Shares, voting together as a single class.

The approval of the Director Appointment Proposal requires an ordinary resolution of the holders of the Class B Ordinary Shares under Cayman Islands law, being the affirmative vote of a simple majority of the votes cast by the holders of the issued and outstanding Class B Ordinary Shares who are present in person or virtually, or represented by proxy and entitled to vote thereon, and who vote thereon, at the Shareholder Meeting. Only holders of Class B Ordinary Shares are entitled to vote on the Director Appointment Proposal.

Approval of each of the Auditor Ratification Proposal and the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a simple majority of the votes cast by the holders of the issued and outstanding Class A Ordinary Shares and Class B Ordinary Shares, voting as a single class, who are present in person or virtually, or represented by proxy and entitled to vote thereon, and who vote thereon, at the Shareholder Meeting.

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Our Initial Shareholders are not entitled to redeem any Class A or Class B Ordinary Shares held by them in connection with the Extension Amendment Proposal. On the Record Date, the Initial Shareholders beneficially owned and were entitled to vote 5,347,415 Class A Ordinary Shares and 25,000 Class B Ordinary Shares.

After careful consideration of all relevant factors, including, but not limited to, the conclusion that it is unlikely that the Company would be able to complete a business combination before the Original Termination Date, the Board has determined that the Trust Amendment Proposal is in your best interests and recommends that you vote or give instruction to vote in favor of the Trust Amendment Proposal.

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If you attend the Shareholder Meeting in person or virtually, or by proxy, you may vote “AGAINST” the Extension Amendment Proposal, the Trust Amendment Proposal, the Auditor Ratification Proposal or the Adjournment Proposal, and your Ordinary Shares will be counted for the purposes of determining whether the Extension Amendment Proposal, the Trust Amendment Proposal, the Auditor Ratification Proposal or the Adjournment Proposal (as the case may be) are approved.

However, if you fail to attend the Shareholder Meeting in person or virtually, or by proxy, or if you do attend the Shareholder Meeting in person or virtually, or by proxy but you “ABSTAIN” or otherwise fail to vote at the Shareholder Meeting, your Ordinary Shares will not be counted for the purposes of determining whether the Extension Amendment Proposal, the Trust Amendment Proposal, the Auditor Ratification Proposal or the Adjournment Proposal (as the case may be) are approved, and your Ordinary Shares which are not voted at the Shareholder Meeting will have no effect on the outcome of such votes. Abstentions and broker non-votes will be considered present for the purposes of establishing a quorum. In the absence of timely instructions, your broker will have discretion to vote your shares on our sole “routine” matter: the Auditor Ratification Proposal.

If the Extension Amendment Proposal, the Trust Amendment Proposal, the Director Appointment Proposal and the Auditor Ratification Proposal are approved and, following redemptions in connection with the Extension Amendment, the Company adheres to the continued listing requirements of Nasdaq, the Adjournment Proposal will not be presented for a vote.

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If the Extension Amendment Proposal and the Trust Amendment Proposal are not approved, the Sponsor does not intend to make an additional Prior Contribution to extend the termination date further from January 13, 2024 to February 13, 2024, as required by the terms of the Prior Extension. Accordingly, the Company 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 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 the Company (less taxes payable and up to $100,000 of interest to pay liquidation 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 the Company’s remaining shareholders and the Board, liquidate and dissolve, subject in each case of clauses (ii) and (iii) to the Company’s obligations under Cayman Islands law to provide for claims of creditors and to requirements of other applicable law. There will be no distribution from the Trust Account with respect to the Company’s warrants, which will expire worthless in the event the Company liquidates and dissolves the Trust Account.

The Sponsor waived its rights to participate in any liquidation distribution with respect to the 5,072,415 Class A Ordinary Shares held by it.

If the Extension Amendment Proposal is approved and the Extension Amendment is implemented, the Sponsor or its designees will deposit into the Trust Account a Contribution, (i) on or before January 13, 2024, with respect to the extension to the Articles Extension Date, an amount equal to $345,000, and (ii) one business day following the public announcement by the Company disclosing that the Board has determined to extend the date by which the Company must consummate a Business Combination for an additional month, with respect to the extension to each such Additional Articles Extension Date, an amount of $90,000. The maximum aggregate amount of Contributions will be up to $975,000. The Contributions will be evidenced by the Contribution Note, which is a non-interest bearing, unsecured convertible promissory note repayable by the Company upon the Maturity Date. Such loans may be converted into warrants of the post-business combination entity, which shall have terms identical to the Private Placement Warrants sold concurrently with the IPO, each exercisable for one Class A Ordinary Share at a purchase price of $11.50 per share, at a price of $1.50 per warrant at the option of the Contributor. If the Company does not consummate a Business Combination by the Article Extension Date or Additional Article Extension Date, as applicable, any such promissory notes will be repaid only from funds held outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven. If the Company has consummated a Business Combination or announced its intention to wind up prior to any Contribution Date, any obligation to make Contributions will terminate.

Any Contribution is conditioned on the approval of the Extension Amendment Proposal and the implementation of the Extension Amendment. If the Extension Amendment Proposal is not approved or the Extension Amendment is not implemented, no Contribution will occur, and the Sponsor does not intend to make an additional Prior Contribution to extend the termination date further from January 13, 2024 to February 13, 2024, as required by the terms of the Prior Extension. Accordingly, the Company 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 price, payable in cash, equal

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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 the Company (less taxes payable and up to $100,000 of interest to pay liquidation 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 the Company’s remaining shareholders and the Board, liquidate and dissolve, subject in each case of clauses (ii) and (iii) to the Company’s obligations under Cayman Islands law to provide for claims of creditors and to requirements of other applicable law. There will be no distribution from the Trust Account with respect to the Company’s warrants, which will expire worthless in the event the Company liquidates and dissolves the Trust Account.

Notwithstanding the foregoing, if the Extension Amendment Proposal is approved, the removal from the Trust Account of the amount equal to the pro rata portion of funds available in the Trust Account with respect to such redeemed Public Shares will reduce the amount remaining in the Trust Account and increase the percentage interest of the Company held by the Initial Shareholders.

If the Extension Amendment Proposal is not approved, the Sponsor does not intend to make an additional Prior Contribution to extend the termination date further from January 13, 2024 to February 13, 2024, as required by the terms of the Prior Extension. Accordingly, the Company 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 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 the Company (less taxes payable and up to $100,000 of interest to pay liquidation 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 the Company’s remaining shareholders and the Board, liquidate and dissolve, subject in each

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case of clauses (ii) and (iii) to the Company’s obligations under Cayman Islands law to provide for claims of creditors and to requirements of other applicable law. There will be no distribution from the Trust Account with respect to the Company’s warrants, which will expire worthless in the event the Company liquidates and dissolves the Trust Account.

If the Trust Amendment Proposal is not approved at the extraordinary general meeting or at any adjournment thereof or is not implemented, and a business combination is not completed on or before the Original Termination Date, then as contemplated by and in accordance with the Trust Agreement, Continental shall commence liquidation of the Trust Account only and promptly (x) after its receipt of the applicable instruction letter delivered by the Company in connection with the Company’s inability to effect a business combination within the time frame specified in the Articles or (y) upon the date that is the later of (1) 21 months after the closing of the Offering and (2) such later date upon an extension effectuated pursuant to the terms of the Trust Agreement (such later date not being more than 27 months after the closing of the Offering), if the aforementioned termination letter has not been received by Continental prior to such date.

In addition, each of the Trust Amendment Proposal and the Extension Amendment Proposal is cross-conditioned on the approval of the other.

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Shareholders who attend the Shareholder Meeting, either in person or virtually, or by proxy (or, if a corporation or other non-natural person, by sending their duly authorized representative or proxy), will be counted (and the number of Ordinary Shares held by such shareholders will be counted) for the purposes of determining whether a quorum is present at the Shareholder Meeting. The presence, in person or virtually, or by proxy or by duly authorized representative, at the Shareholder Meeting of the holders of a majority of all issued and outstanding Ordinary Shares entitled to vote at the Shareholder Meeting shall constitute a quorum for the Shareholder Meeting.

At the Shareholder Meeting, only those votes which are actually cast, either “FOR” or “AGAINST,” the Extension Amendment Proposal, the Trust Amendment Proposal, the Director Appointment Proposal, the Auditor Ratification Proposal or the Adjournment Proposal, will be counted for the purposes of determining whether the Extension Amendment Proposal, the Trust Amendment Proposal, the Director Appointment Proposal, the Auditor Ratification Proposal or the Adjournment Proposal (as the case may be) are approved, and any Ordinary Shares which are not voted at the Shareholder Meeting will have no effect on the outcome of such votes.

Abstentions and broker non-votes will be considered present for the purposes of establishing a quorum but, as a matter of Cayman Islands law, will not constitute votes cast at the Shareholder Meeting and therefore will have no effect on the approval of the Extension Amendment Proposal, the Trust Amendment Proposal, the Director Appointment Proposal or the Adjournment Proposal as a matter of Cayman Islands law. In the absence of timely instructions, your broker will have discretion to vote your shares on our sole “routine” matter: the Auditor Ratification Proposal.

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Under Nasdaq rules, brokers who hold shares in “street name” for a beneficial owner of those shares typically have the authority to vote in their discretion on “routine” proposals when they have not received instructions from beneficial owners. However, brokers are not permitted to exercise their voting discretion with respect to the approval of matters that are determined to be “non-routine” without specific instructions from the beneficial owner. Since it is expected that the Extension Amendment Proposal, the Trust Amendment Proposal, the Director Appointment Proposal and the Adjournment Proposal to be voted on at the Shareholder Meeting are “non-routine” matters, banks, brokers and other nominees will not have authority to vote on these proposals unless instructed.

If you are a shareholder of the Company holding your shares in “street name” and you do not instruct your broker, bank or other nominee on how to vote your shares, your broker, bank or other nominee will not vote your shares on the Extension Amendment Proposal, the Trust Amendment Proposal or the Adjournment Proposal. Accordingly, your bank, broker, or other nominee can vote your shares on these matters at the Shareholder Meeting only if you provide instructions on how to vote. You should instruct your broker to vote your shares as soon as possible in accordance with directions you provide. Only holders of Class B Ordinary Shares are entitled to vote on the Director Appointment Proposal.

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If, based upon the tabulated vote at the time of the extraordinary general meeting, there are insufficient votes from the holders of our shares to approve the Extension Amendment Proposal and/or the Trust Amendment Proposal, the Company may move to adjourn the extraordinary general meeting to such later date or dates to permit further solicitation and vote of proxies. The Company also reserves the right to move to adjourn the extraordinary general meeting sine die in the event that the Board determines before the extraordinary general meeting that it is not necessary or no longer desirable to proceed with the Extension Amendment Proposal, the Trust Amendment Proposal or any other proposal. In those events, at the extraordinary general meeting the Company will ask its shareholders to vote only upon the Adjournment Proposal and not on any other proposal. If the Extension Amendment Proposal, the Director Appointment Proposal, the Auditor Ratification Proposal and/or the Trust Amendment Proposal are approved at the extraordinary general meeting, the Adjournment Proposal will not be presented.

If the Extension Amendment Proposal and the Trust Amendment Proposal are not approved, the Sponsor does not intend to make an additional Prior Contribution to extend the termination date further from January 13, 2024 to February 13, 2024, as required by the terms of the Prior Extension. Accordingly, the Company 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 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 the Company (less taxes payable and 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 the Company’s remaining shareholders and the Board, liquidate and dissolve, subject in each case of clauses (ii) and (iii) to the Company’s obligations under Cayman Islands law to provide for claims of creditors and to requirements of other applicable law. There will be no distribution from the Trust Account with respect to the Company’s warrants, which will expire worthless in the event the Company liquidates and dissolves the Trust Account.

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The address of the Transfer Agent is listed under the question “Who can help answer my questions?” below.

Holders of Units must elect to separate the underlying Class A Ordinary Shares and Public Warrants prior to exercising redemption rights with respect to the Class A Ordinary Shares. If holders hold their Units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the Units into the underlying Class A Ordinary Shares and Public Warrants, or if a holder holds Units registered in its own name, the holder must contact the Transfer Agent directly and instruct it to do so.

In connection with the Extension Amendment Proposal and contingent upon the effectiveness of the implementation of the Extension Amendment, any holder of Class A Ordinary Shares will be entitled to request that their Class A Ordinary Shares be redeemed for a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the Shareholder Meeting, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, divided by the number of then-outstanding Class A Ordinary Shares. As of November 27, 2023, the most recent practicable date prior to the date of this proxy statement, this would have amounted to approximately $10.96 per Public Share. However, the proceeds deposited in the Trust Account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public shareholders. Therefore, the per share distribution from the Trust Account in such a situation may be less than originally anticipated due to such claims. We anticipate that the funds to be distributed to public shareholders electing to redeem their Class A Ordinary Shares will be distributed promptly after the Shareholder Meeting.

Any request for redemption, once made by a holder of Class A Ordinary Shares, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with the consent of the Board. If you tender or deliver your shares (and share certificates (if any) and other redemption forms) for redemption to the Transfer Agent and later decide prior to the Shareholder Meeting not to elect redemption, you may request that the Company instruct the Transfer Agent to return the shares (physically or electronically). You may make such request by contacting the Transfer Agent at the phone number or address listed at the end of this section. We will be required to honor such request only if made prior to the deadline for exercising redemption requests.

Any corrected or changed written exercise of redemption rights must be received by the Transfer Agent prior to the deadline for exercising redemption requests and, thereafter, with the consent of the Board. No request for redemption will be honored unless the holder’s shares (and share certificates (if any) and other redemption forms) have been tendered or delivered (either physically or electronically) to the Transfer Agent by 5:00 p.m., Eastern Time, on December 13, 2023 (two business days prior to the initially scheduled date of the Shareholder Meeting).

In connection with the Extension Amendment Proposal and contingent upon the effectiveness of the implementation of the Extension Amendment, if a holder of Class A Ordinary Shares properly makes a

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request for redemption and the Class A Ordinary Shares (and share certificates (if any) and other redemption forms) are tendered or delivered as described above, then, the Company will redeem Class A Ordinary Shares for a pro rata portion of funds deposited in the Trust Account, calculated as of two business days prior to the Shareholder Meeting. If you are a holder of Class A Ordinary Shares and you exercise your redemption rights, it will not result in the loss of any Public Warrants that you may hold.

Morrow Sodali LLC

333 Ludlow Street, 5th Floor, South Tower

Stamford, CT 06902

Individuals call toll-free (800) 662-5200

Banks and brokers call (203) 658-9400

Email: TGAA.info@investor.morrowsodali.com

You also may obtain additional information about the Company from documents filed with the SEC by following the instructions in the section titled “Where You Can Find More Information.” If you are a holder of Class A Ordinary Shares and you intend to seek redemption of your shares, you will need to tender or deliver your Class A Ordinary Shares (and share certificates (if any) and other redemption forms) (either

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physically or electronically) to the Transfer Agent at the address below prior to 5:00 p.m., Eastern Time, on December 13, 2023 (two business days prior to the initially scheduled date of the Shareholder Meeting). If you have questions regarding the certification of your position tendering or delivery of your shares, please contact:

Continental Stock Transfer & Trust Company

One State Street Plaza, 30th Floor

New York, New York 10004

Attn: SPAC Redemption Team

E-mail: spacredemptions@continentalstock.com

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EXTRAORDINARY GENERAL MEETING

This proxy statement is being provided to the Company’s shareholders as part of a solicitation of proxies by the Board for use at the extraordinary general meeting of the Company’s shareholders to be held on December 15, 2023, and at any adjournment thereof. This proxy statement contains important information regarding the Shareholder Meeting, the proposals on which you are being asked to vote and information you may find useful in determining how to vote and voting procedures.

This proxy statement is being first mailed, along with our Annual Report on Form 10-K for the year ended December 31, 2022, on or about December 4, 2023, to all shareholders of record of the Company as of November 29, 2023, the Record Date for the Shareholder Meeting. Shareholders of record who owned Ordinary Shares at the close of business on the Record Date are entitled to receive notice of, attend and vote at the Shareholder Meeting.

Date, Time and Place of Shareholder Meeting

The Shareholder Meeting will be held on December 15, 2023 at 12:00 p.m., Eastern Time, at the offices of Davis Polk & Wardwell London LLP located at 5 Aldermanbury Square, London EC2V 7HR, United Kingdom and via a virtual meeting, or at such other time, on such other date and at such other place to which the meeting may be postponed or adjourned.

Shareholders may attend the Shareholder Meeting in person. However, we encourage you to attend the Shareholder Meeting virtually. If you wish to attend the Shareholder Meeting in person, you must reserve your attendance at least two business days prior by emailing the Company’s Chief Financial Officer at hdimmerling@targetglobal.vc, with a copy to corporate@targetglobal.vc, by 12:00 p.m., Eastern Time, on December 13, 2023 (two business days prior to the initially scheduled meeting date). To be admitted to the Shareholder Meeting, you will need to visit www.virtualshareholdermeeting.com/TGAA2023SM2 and enter the control number found on your proxy card. If you are a beneficial owner, you should contact the bank, broker or other institution where you hold your account well in advance of the Shareholder Meeting if you have questions about obtaining your control number. Whether or not you participate in the Shareholder Meeting, it is important that you vote your shares. We encourage you to access the virtual Shareholder Meeting prior to the start time and you should allow reasonable time for the check-in procedures.

The Proposals at the Shareholder Meeting

At the Shareholder Meeting, the Company’s shareholders will consider and vote on the following proposals:

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The Company’s prospectus for its IPO and its Articles initially provided that the Company had until 18 months from the closing of the offering (until June 13, 2023) or up to 24 months from the closing of its IPO (until December 13, 2023) to complete a Business Combination. On June 2, 2023, the Company’s shareholders approved an amendment of the Company’s Articles to extend the date by which the Company had to consummate a Business Combination from June 13, 2023 to September 13, 2023 and to allow the Company, without another shareholder vote, to elect to further extend the termination date to consummate a Business Combination on a monthly basis for up to six times by an additional one month each time after the September 13, 2023, by resolution of the Board, if requested by the Sponsor, and upon two days’ advance notice prior to the applicable termination date, until March 13, 2024, provided that (i) the Sponsor (or its affiliates or designees) deposited into the Trust Account a Prior Contribution, one business day following the public announcement by the Company disclosing that the Board has determined to extend the date by which the Company must consummate a Business Combination for an additional month, with respect to each such monthly extension, an amount equal to the lesser of (x) $90,000 or (y) $0.028 per public share multiplied by the number of public shares outstanding, in exchange for a non-interest bearing, unsecured convertible promissory note to the Sponsor repayable by the Company upon consummation of a Business Combination and (ii) the procedures relating to any such extension, as set forth in the Trust Agreement, shall have been complied with. The Company’s shareholders approved the Prior Extension on June 2, 2023 and an aggregate of 16,994,128 Public Shares were validly tendered for redemption, leaving an aggregate of 4,495,530 Public Shares outstanding. On each of September 11, 2023, October 11, 2023 and November 11, 2023, the Sponsor made a Prior Contribution of $90,000 to the Company for each such monthly extension. The Company expects that the Sponsor will make an additional such Prior Contribution on or around December 11, 2023. Accordingly, the Termination Date is expected to be January 13, 2024 under the current Articles.

If the Extension Amendment Proposal is not approved, the Sponsor does not intend to make an additional Prior Contribution to extend the termination date further from January 13, 2024 to February 13, 2024, as required by the terms of the Prior Extension. Accordingly, the Company 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 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 the Company (less taxes payable and up to $100,000 of interest to pay liquidation 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 the Company’s remaining

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shareholders and the Board, liquidate and dissolve, subject in each case of clauses (ii) and (iii) to the Company’s obligations under Cayman Islands law to provide for claims of creditors and to requirements of other applicable law. There will be no distribution from the Trust Account with respect to the Company’s warrants, which will expire worthless in the event the Company liquidates and dissolves the Trust Account.

If the Extension Amendment Proposal is approved and the Extension Amendment becomes effective, the Termination Date would be extended until May 8, 2024 and, in the event that the Company has not consummated a Business Combination by May 8, 2024, without approval of the Company’s public shareholders, the Company may, by resolution of the Board, if requested by the Sponsor, and upon two calendar days’ advance notice prior to the applicable Termination Date, extend the Termination Date up to seven times, each by one additional month (for a total of up to seven additional months after the Articles Extension Date) to complete a Business Combination. In the event that the Sponsor determines not to proceed with any extension on any Additional Articles Extension Date, which it may do in its sole discretion, the Sponsor shall cause the Company to be liquidated and the Company shall take all actions necessary to liquidate the Company as of such time and redeem each of the shares of Class A Ordinary Shares in accordance with our Articles.

If the Extension Amendment Proposal is approved and the Extension Amendment is implemented, the Sponsor or its designees will deposit into the Trust Account a Contribution, (i) on or before January 13, 2024, with respect to the extension to the Articles Extension Date, an amount of $345,000, and (ii) one business day following the public announcement by the Company disclosing that the Board has determined to extend the date by which the Company must consummate a Business Combination for an additional month, with respect to the extension to each such Additional Articles Extension Date, an amount equal to $90,000. The maximum aggregate amount of Contributions will be up to $975,000. The Contributions will be evidenced by the Contribution Note, which is a non-interest bearing, unsecured convertible promissory note repayable by the Company upon the Maturity Date. Such loans may be converted into warrants of the post-business combination entity, which shall have terms identical to the Private Placement Warrants sold concurrently with the IPO, each exercisable for one Class A Ordinary Share at a purchase price of $11.50 per share, at a price of $1.50 per warrant at the option of the Contributor. If the Company does not consummate a Business Combination by the Article Extension Date or Additional Article Extension Date, as applicable, any such promissory notes will be repaid only from funds held outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven. If the Company has consummated a Business Combination or announced its intention to wind up prior to any Contribution Date, any obligation to make Contributions will terminate.

Each of the Extension Amendment Proposal and the Trust Amendment Proposal is conditioned on the approval of each other. Unless each of the Extension Amendment Proposal and the Trust Amendment Proposal are approved at the Shareholder Meeting, the Extension Amendment will not be implemented.

Voting Power; Record Date

As a shareholder of the Company, you have a right to vote on certain matters affecting the Company. The proposals that will be presented at the Shareholder Meeting and upon which you are being asked to vote are summarized above and fully set forth in this proxy statement. You will be entitled to vote or direct votes to be cast at the Shareholder Meeting if you owned Ordinary Shares at the close of business on November 29, 2023, which is the “Record Date” for the Shareholder Meeting. You are entitled to one vote for each Ordinary Share that you owned as of the close of business on the Record Date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker, bank or other nominee to ensure that votes related to the shares you beneficially own are properly counted. On the Record Date, there were 9,867,945 issued and outstanding Ordinary Shares, of which 4,495,530 Class A Ordinary Shares are held by the Company’s public shareholders and 5,347,415 Class A Ordinary Shares and 25,000 Class B Ordinary Shares are held by the Company’s Initial Shareholders.

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Recommendation of the Board

THE BOARD UNANIMOUSLY RECOMMENDS

THAT YOU VOTE “FOR” EACH OF THE PROPOSALS

Quorum

The presence (which would include presence at the virtual Shareholder Meeting), in person or by proxy, of shareholders holding a majority of the Ordinary Shares at the Shareholder Meeting constitutes a quorum at the Shareholder Meeting. Abstentions and broker non-votes will be considered present for the purposes of establishing a quorum. The Initial Shareholders, who own approximately 54.4% of the issued and outstanding Ordinary Shares as of the Record Date, will count towards this quorum. As a result, as of the Record Date, in addition to the shares of the Initial Shareholders, no additional Ordinary Shares held by public shareholders would be required to be present at the Shareholder Meeting to achieve a quorum.

Abstentions and Broker Non-Votes

Abstentions and broker non-votes will be considered present for the purposes of establishing a quorum but, as a matter of Cayman Islands law, will not constitute votes cast at the Shareholder Meeting and therefore will have no effect on the approval of the Extension Amendment Proposal, the Trust Amendment Proposal, the Director Appointment Proposal or the Adjournment Proposal voted upon at the Shareholder Meeting. In the absence of timely instructions, your broker will have discretion to vote your shares on our sole “routine” matter: the Auditor Ratification Proposal.

Under Nasdaq rules, if a shareholder holds their shares in “street name” through a bank, broker or other nominee and the shareholder does not instruct their broker, bank or other nominee how to vote their shares on a proposal, the broker, bank or other nominee has the authority to vote the shares in its discretion on certain “routine” matters. However, banks, brokers and other nominees are not authorized to exercise their voting discretion on any “non-routine” matters. This can result in a “broker non-vote,” which occurs on a proposal when (i) a bank, broker or other nominee has discretionary authority to vote on one or more “routine” proposals to be voted on at a meeting, (ii) there are one or more “non-routine” proposals to be voted on at the meeting for which the bank, broker or other nominee does not have authority to vote without instructions from the beneficial owner of the shares and (iii) the beneficial owner fails to provide the bank, broker or other nominee with voting instructions on a “non-routine” matter.

We believe that the Extension Amendment Proposal, the Trust Amendment Proposal, the Director Appointment Proposal and the Adjournment Proposal to be voted on at the Shareholder Meeting will be considered non-routine matters. As a result, if you hold your shares in “street name,” your bank, brokerage firm or other nominee cannot vote your shares on these proposals to be voted on at the Shareholder Meeting without your instruction. In the absence of timely instructions, your broker will have discretion to vote your shares on our sole “routine” matter: the Auditor Ratification Proposal.

Vote Required for Approval

The approval of the Extension Amendment Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of at least a two-thirds (2/3) majority of the votes cast by the holders of the issued Class A Ordinary Shares and Class B Ordinary Shares who are present in person or virtually, or represented by proxy and entitled to vote thereon, and who vote thereon, at the Shareholder Meeting.

The approval of the Trust Amendment Proposal requires the affirmative vote of at least sixty-five percent (65%) of the votes cast of the then issued and outstanding Class A Ordinary Shares and Class B Ordinary Shares, voting together as a single class. The Trust Amendment Proposal is conditioned on the approval of the Extension Amendment Proposal.

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The approval of the Director Appointment Proposal requires an ordinary resolution of the holders of the Class B Ordinary Shares under Cayman Islands law, being the affirmative vote of a simple majority of the votes cast by the holders of the issued and outstanding Class B Ordinary Shares who are present in person or virtually, or represented by proxy and entitled to vote thereon, and who vote thereon, at the Shareholder Meeting. For the avoidance of doubt, holders of our Public Shares are not entitled to vote on the appointment of our directors at the Shareholder Meeting.

The approval of each of the Auditor Ratification Proposal and the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a simple majority of the votes cast by the holders of the issued and outstanding Class A Ordinary Shares and Class B Ordinary Shares, voting as a single class, who are present in person or virtually, or represented by proxy and entitled to vote thereon, and who vote thereon, at the Shareholder Meeting.

Approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a simple majority of the votes cast by the holders of the issued and outstanding Class A Ordinary Shares and Class B Ordinary Shares, voting as a single class, who are present in person or virtually, or represented by proxy and entitled to vote thereon, and who vote thereon, at the Shareholder Meeting.

The Initial Shareholders intend to vote all of their Ordinary Shares in favor of the proposals being presented at the Shareholder Meeting. As of the date of this proxy statement, the Initial Shareholders own approximately 54.4% of the issued and outstanding Ordinary Shares.

The following table reflects the number of additional Public Shares required to approve each proposal:

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Voting Your Shares

If you were a holder of record of Ordinary Shares as of the close of business the Record Date for the Shareholder Meeting, you may vote with respect to the proposals in person or virtually at the Shareholder Meeting, or by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. Your proxy card shows the number of Ordinary Shares that you own. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted.

There are three ways to vote your Ordinary Shares at the Shareholder Meeting:

Voting by Mail. By signing the proxy card and returning it in the enclosed prepaid and addressed envelope, you are authorizing the individuals named on the proxy card to vote your shares at the Shareholder Meeting in the manner you indicate. You are encouraged to sign and return the proxy card even if you plan to attend the Shareholder Meeting so that your shares will be voted if you are unable to attend the Shareholder Meeting. If you receive more than one proxy card, it is an indication that your shares are held in multiple accounts. Please sign and return all proxy cards to ensure that all of your shares are voted. Votes submitted by mail must be received by 12:00 p.m., Eastern Time, on December 14, 2023.

Voting in Person at the Meeting. If you wish to attend the Shareholder Meeting in person, you must reserve your attendance at least two business days in advance of the Shareholder Meeting by emailing the Company’s Chief Financial Officer at hdimmerling@targetglobal.vc, with a copy to corporate@targetglobal.vc, by 12:00 p.m., Eastern Time, on December 13, 2023 (two business days prior to the initially scheduled meeting date). If you attend the Shareholder Meeting and plan to vote in person, you will be provided with a ballot at the Shareholder Meeting. If your shares are registered directly in your name, you are considered the shareholder of record and you have the right to vote in person at the Shareholder Meeting. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or other nominee, you should follow the instructions provided by your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the record holder of your shares with instructions on how to vote your shares or, if you wish to attend the Shareholder Meeting and vote in person, you will need to bring to the Shareholder Meeting a legal proxy from your broker, bank or nominee authorizing you to vote these shares.

Voting Electronically. You may attend and vote at the Shareholder Meeting by visiting www.virtualshareholdermeeting.com/TGAA2023SM2 and entering the control number found on your proxy card, voting instruction form or notice included in the proxy materials.

Revoking Your Proxy

If you give a proxy, you may revoke it at any time before the Shareholder Meeting or at the Shareholder Meeting by doing any one of the following:

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No Additional Matters

The Shareholder Meeting has been called only to consider and vote on the approval of the Extension Amendment Proposal, the Trust Amendment Proposal, the Director Appointment Proposal, the Auditor Ratification Proposal and the Adjournment Proposal. Under the Articles, other than procedural matters incident to the conduct of the Shareholder Meeting, no other matters may be considered at the Shareholder Meeting if they are not included in this proxy statement, which serves as the notice of the Shareholder Meeting.

Who Can Answer Your Questions about Voting

If you are a shareholder of the Company and have any questions about how to vote or direct a vote in respect of your Ordinary Shares, you may call Morrow Sodali, our proxy solicitor, by calling (800) 662-5200 (toll-free), or banks and brokers can call (203) 658-9400, or by emailing TGAA.info@investor.morrowsodali.com.

Redemption Rights

Pursuant to the Articles, holders of Class A Ordinary Shares may seek to redeem their shares for cash, regardless of whether they vote for or against, or whether they abstain from voting on, the Extension Amendment Proposal. In connection with the Extension Amendment Proposal and contingent upon the effectiveness of the implementation of the Extension Amendment, any shareholder holding Class A Ordinary Shares may demand that the Company redeem such shares for a full pro rata portion of the Trust Account (which, for illustrative purposes, was $10.96 per share as of November 27, 2023, the most recent practicable date prior to the date of this proxy statement), calculated as of two business days prior to the Shareholder Meeting. If a holder properly seeks redemption as described in this section, the Company will redeem these shares for a pro rata portion of funds deposited in the Trust Account and the holder will no longer own these shares following the Shareholder Meeting.

In connection with the Extension Amendment Proposal and contingent upon the effectiveness of the implementation of the Extension Amendment, as a holder of Class A Ordinary Shares, you will be entitled to receive cash for any Class A Ordinary Shares to be redeemed only if you:

Holders of Units must elect to separate the underlying Class A Ordinary Shares and Public Warrants prior to exercising redemption rights with respect to the Class A Ordinary Shares. If holders hold their Units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the Units into the underlying Class A Ordinary Shares and Public Warrants, or if a holder holds Units registered in its own name, the holder must contact the Transfer Agent directly and instruct it to do so.

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Holders must complete the procedures for electing to redeem their Class A Ordinary Shares in the manner described above prior to 5:00 p.m., Eastern Time, on December 13, 2023 (two business days before the initially scheduled date of the Shareholder Meeting) (the “Redemption Deadline”) in order for their shares to be redeemed.

The redemption rights include the requirement that a holder must identify itself in writing as a beneficial holder and provide its legal name, phone number and address to Continental in order to validly redeem its shares.

If you hold your shares in “street name,” you will have to coordinate with your broker to have your shares certificated or tendered/delivered electronically. Shares of the Company that have not been tendered (either physically or electronically) in accordance with these procedures will not be redeemed for cash. There is a nominal cost associated with this tendering process and the act of certificating the shares or tendering/delivering them through DTC’s DWAC system. The Transfer Agent will typically charge the tendering broker $100 and it would be up to the broker whether or not to pass this cost on to the redeeming shareholder.

Any request for redemption, once made by a holder of Class A Ordinary Shares, may not be withdrawn following the Redemption Deadline, unless the Board determines (in its sole discretion) to permit such withdrawal of a redemption request (which it may do in whole or in part).

Any corrected or changed written exercise of redemption rights must be received by Continental at least two business days prior to the initially scheduled date of the Shareholder Meeting. No request for redemption will be honored unless the holder’s Class A Ordinary Shares (and share certificates (if any) and other redemption forms) have been tendered or delivered (either physically or electronically) to Continental prior to 5:00 p.m., Eastern Time, on December 13, 2023 (two business days before the initially scheduled date of the Shareholder Meeting).

The closing price of Class A Ordinary Shares on November 27, 2023, the most recent practicable date prior to the date of this proxy statement, was $10.96 per share. The cash held in the Trust Account on such date was approximately $49,310,611 (including interest not previously released to the Company to pay its taxes) ($10.96 per Class A Ordinary Share). The Redemption price per share will be calculated based on the aggregate amount on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes two business days prior to the initially scheduled date of the Shareholder Meeting. Prior to exercising redemption rights, shareholders should verify the market price of Class A Ordinary Shares as they may receive higher proceeds from the sale of their ordinary shares in the public market than from exercising their redemption rights if the market price per share is higher than the redemption price. The Company cannot assure its shareholders that they will be able to sell their Class A Ordinary Shares in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in its securities when its shareholders wish to sell their shares.

If a holder of Class A Ordinary Shares exercises his, her or its redemption rights, then he, she or it will be exchanging his, her or its Class A Ordinary Shares for cash and will no longer own those shares. You will be entitled to receive cash for these shares only if you properly demand redemption by tendering or delivering your shares (and share certificates (if any) and other redemption forms) (either physically or electronically) to Continental two business days prior to the initially scheduled date of the Shareholder Meeting.

For a discussion of certain U.S. federal income tax considerations for shareholders with respect to the exercise of these redemption rights, see “Certain U.S. Federal Income Tax Considerations for Shareholders Exercising Redemption Rights.” The consequences of a redemption to any particular shareholder will depend on that shareholder’s particular facts and circumstances. Accordingly, you are urged to consult your tax advisor to determine your tax consequences from the exercise of your redemption rights, including the applicability and effect of U.S. federal, state, local and non-U.S. income and other tax laws in light of your particular circumstances.

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Appraisal Rights and Dissenters’ Rights

There are no appraisal rights available to the Company’s shareholders in connection with the Extension Amendment Proposal. There are dissenters’ rights available to the Company’s shareholders in connection with the Extension Amendment Proposal under Cayman Islands law. However, holders of Public Shares may elect to have their shares redeemed in connection with the adoption of the Extension Amendment Proposal, as described under “Redemption Rights” above.

Proxy Solicitation Costs

The Company is soliciting proxies on behalf of the Board. This proxy solicitation is being made by mail, but also may be made by telephone or in person. The Company has engaged Morrow Sodali to assist in the solicitation of proxies for the Shareholder Meeting. The Company and its directors, officers and employees may also solicit proxies in person. The Company will ask banks, brokers and other institutions, nominees and fiduciaries to forward this proxy statement and the related proxy materials to their principals and to obtain their authority to execute proxies and voting instructions.

The Company will bear the entire cost of the proxy solicitation, including the preparation, assembly, printing, mailing and distribution of this proxy statement, the related proxy materials and the Annual Report on Form 10-K for the year ended December 31, 2022. The Company will pay Morrow Sodali a fee of $30,000, plus disbursements, reimburse Morrow Sodali for its reasonable out-of-pocket expenses and indemnify Morrow Sodali and its affiliates against certain claims, liabilities, losses, damages and expenses for its services as the Company’s proxy solicitor. The Company will reimburse brokerage firms and other custodians for their reasonable out-of-pocket expenses for forwarding this proxy statement, the related proxy materials and the Annual Report on Form 10-K for the year ended December 31, 2022 to the Company’s shareholders. Directors, officers and employees of the Company who solicit proxies will not be paid any additional compensation for soliciting.

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BOARD OF DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Our business affairs are managed under the direction of our Board, which is currently composed of six members: Michael Abbot, Jeffrey Clarke, Lars Hinrichs, Sigal Regev, Heiko Dimmerling and Gerhard Cromme. Four of our directors are independent within the meaning of the listing standards of Nasdaq.

Our Board is divided into three classes, with only one class of directors being appointed in each year, and with each class (except for those directors appointed prior to the Shareholder Meeting being our first annual general meeting since the Company’s IPO) serving a three-year term.

The following table sets forth the names, ages as of the date of this proxy statement, and certain other information for the Class I directors, both of whom are nominees for appointment as director at the Shareholder Meeting and the Class II and III directors, all of whom are continuing members of our Board:

Executive Officers

Mr. Shmuel Chafets is the Executive Chairman and founder 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 is our Chief Executive Officer. 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. We believe Mr. Chafet’s extensive experience in investing makes him well-qualified to serve as our Chief Executive Officer.

Mr. Yaron Valler is the founder of TG, and is 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

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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. We believe Mr. Valler’s broad experience in venture capital and as an early-stage investor makes him well-qualified to serve as our Chief Investment Officer.

Nominees for Class I Directors

Mr. Michael Abbott is the founder and executive chairman of Columbia Care (NEO: CCHW), one of the largest pharmaceutical manufacturers 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. We believe Mr. Abbott’s broad experience in banking and finance makes him well-qualified to serve as a member of our Board.

Mr. Jeffrey Clarke currently serves as Director of Mondee Holdings, Inc. (NASDAQ: MOND), as Director of Columbia Care Inc. (CSE: CCHW) and 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. We believe Mr. Clarke’s 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 makes him well-qualified to serve as a member of our Board.

Continuing Class II Directors

Mr. Lars 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. We believe Mr. Hinrichs’s broad experience as an entrepreneur and investor makes him well-qualified to serve as a member of our Board.

Ms. Sigal Regev has over 14 years of experience in the health services industry in Israel. Ms. Regev is currently the chairwoman of Refal Hospital. Regev has over 30 years of experience in the healthcare system in

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Israel and has held a series of senior management positions in health insurance funds and hospitals. Her previous role was 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. Regev 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. Regev 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. We believe Ms. Regev’s broad experience in healthcare makes her well-qualified to serve as a member of our Board.

Continuing Class III Directors

Mr. Heiko Dimmerling is our Chief Financial Officer. 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. We believe Mr. Dimmerling’s broad experience as a venture capital investor makes him well-qualified to serve as a member of our Board.

Dr. Gerhard Cromme currently serves as Chairman of TG and as the Chairman of our Board. 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), 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. We believe Dr. Cromme’s broad experience as a chairman and board member in various companies makes him well-qualified to serve as a member of our Board.

Director Independence

Nasdaq listing standards require that a majority of our Board be independent. An “independent director” is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship which in the opinion of the company’s board of directors, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. Our Board has determined that Michael Abbott, Lars Hinrichs, Sigal Regev and Jeffrey Clarke are “independent directors” as defined in the Nasdaq listing standards. Our independent directors will have regularly scheduled meetings at which only independent directors are present.

Controlled Company Status

Until the completion of our Business Combination, only holders of our Class B Ordinary Shares will have the right to vote on the appointment of directors. As a result, Nasdaq may consider us to be a “controlled company” within the meaning of the Nasdaq corporate governance standards. Under the Nasdaq corporate governance standards, a company of which more than 50% of the voting power is held by an individual, group or

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another company is a “controlled company” and may elect not to comply with certain corporate governance requirements. We have not utilized, and do not intend to utilize, these exemptions and intend to comply with the corporate governance requirements of Nasdaq. However, if we determine in the future to utilize some or all of these exemptions, you will not have the same protections afforded to shareholders of companies that are subject to all of the Nasdaq corporate governance requirements.

Board Leadership Structure

Although we do not require separation of the offices of the Chairman of the Board and Chief Executive Officer, we currently have a different person serving in each such role—Dr. Gerhard Cromme is our Chairman and Mr. Shmuel Chafets is our Chief Executive Officer. The decision whether to combine or separate these positions depends on what our Board deems to be in the best interest of shareholders in light of prevailing circumstances. Our Board has deemed the current leadership structure to be appropriate given the Company’s limited business purpose of effecting a Business Combination. Our Board believes the Company is well served by the current leadership structure.

Risk Oversight

Management is responsible to assessing and managing risk, subject to oversight by the Board. Our Board is actively involved in overseeing our risk oversight processes. Our Board focuses on our general risk oversight strategy and ensures that appropriate risk mitigation strategies are implemented by management. Further, operational and strategic presentations by management to our Board include consideration of the challenges and risks of our business, and our Board and management actively engage in discussions on these topics. In addition, each of our Board’s committees considers risk within its area of responsibility. For example, the Audit Committee assists the Board with the oversight of our financial reporting, independent auditors and internal controls.

Board Meetings and Committees

During the fiscal year ended December 31, 2022, our Board held seven (7) meetings, the audit committee held three (3) meetings, the nominating committee held no meetings and the compensation committee held no meetings.

Although we do not have a formal policy regarding attendance by members of our Board at annual general meetings of shareholders, we encourage, but do not require, our directors to attend.

Our Board has established standing committees in connection with the discharge of its responsibilities. These committees include an audit committee, a compensation committee, and a nominating committee. The composition and responsibilities of each of the committees of our Board is described below. Members will serve on these committees until their resignation or until as otherwise determined by our Board.

Audit Committee

We have established an audit committee of the Board. The members of our audit committee are Michael Abbott, Lars Hinrichs, Sigal Regev and Jeffrey Clarke. Sigal Regev serves as Chairman of our audit committee.

Sigal Regev serves as chairman of the audit committee. Each member of the audit committee is financially literate and our Board has determined that Sigal Regev qualifies as an “audit committee financial expert” as defined in applicable SEC rules.

The audit committee is responsible for:

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The audit committee is governed by a charter that complies with Nasdaq rules.

Report of the Audit Committee*

With respect to the audit of the Company’s financial statements for the year ended December 31, 2022, the members of the audit committee:

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Based upon such review and discussions, the audit committee recommended to our Board that the audited financial statements referred to above be included in our Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on March 28, 2023.

Compensation Committee

We have established a compensation committee of the Board. The members of our compensation committee are Michael Abbott, Lars Hinrichs, Sigal Regev and Jeffrey Clarke. Michael Abbott serves as chairman of the compensation committee.

We have adopted a compensation committee charter, which details the principal functions of the compensation committee, including:

The charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser.

However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by Nasdaq and the SEC.

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Nominating Committee

We have established a nominating committee of the Board. The members of our nominating committee are Michael Abbott, Lars Hinrichs, Sigal Regev and Jeffrey Clarke. Michael Abbott serves as Chairman of the nominating committee.

The nominating committee is responsible for overseeing the selection of persons to be nominated to serve on our Board. The nominating committee considers persons identified by its members, management, shareholders, investment bankers and others.

We adopted a nominating committee charter, which provides that persons to be nominated:

The nominating committee considers a number of qualifications relating to management and leadership experience, background and integrity and professionalism in evaluating a person’s candidacy for membership on the Board. The nominating committee may require certain skills or attributes, such as financial or accounting experience, to meet specific board needs that arise from time to time and will also consider the overall experience and makeup of its members to obtain a broad and diverse mix of board members. The nominating committee does not distinguish among nominees recommended by shareholders and other persons.

Compensation Committee Interlocks and Insider Participation

None of our executive officers currently serves, and in the past year has not served, as a member of the compensation committee of any entity that has one or more executive officers serving on our Board.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires our officers, directors and persons who beneficially own more than 10% of our ordinary shares to file reports of ownership and changes in ownership with the SEC. These reporting persons are also required to furnish us with copies of all Section 16(a) forms they file. Based solely upon a review of such forms, we believe that during the year ended December 31, 2022, there were no delinquent filers.

Code of Ethics and Committee Charters

We have adopted a code of ethics applicable to our directors, officers and employees (our “Code of Ethics”). Our Code of Ethics is a “code of ethics,” as defined in Item 406(b) of Regulation S-K. A copy of the Code of Ethics will be provided without charge upon request from us. We intend to disclose any amendments to or waivers of certain provisions of our Code of Ethics in a Current Report on Form 8-K. Copies of our audit committee charter, compensation committee charter and nominating committee charter are available on our Company’s website.

Executive Officer and Director Compensation

None of our executive officers or directors have received any cash compensation for services rendered to the Company. Until the earlier of consummation of our Business Combination and our liquidation, the Company will reimburse an affiliate of our Sponsor for office space, secretarial and administrative services provided to us in the amount of $10,000 per month. However, this arrangement is solely for the benefit of the Company and is not intended to provide any of our directors or executive officers with compensation in lieu of a salary.

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None of our executive officers or directors have received any cash compensation for services rendered to us. Since our securities were first listed on Nasdaq through the earlier of consummation of our Business Combination and our liquidation, we will reimburse an affiliate of our sponsor for office space, secretarial and administrative services provided to us in the amount of $10,000 per month. In addition, our Sponsor, executive officers and directors, or their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations.

In March 2021, our Sponsor transferred 25,000 Class B Ordinary Shares to each of our independent directors and 100,000 Class B ordinary shares to each of our CEO Shmuel Chafets and our Chairman Dr. Gerhard Cromme. In addition, in November 2021, our Sponsor transferred 25,000 Class B ordinary shares to our CFO Heiko Dimmerling. On June 11, 2023, the Company issued an aggregate of 5,347,415 Class A ordinary shares, par value $0.0001 per share to the Holders, upon the Conversion of an equal number of the Company’s Class B Ordinary Shares held by the Holders. The 5,347,415 Class A Ordinary Shares issued in connection with the Conversion are subject to the same restrictions as applied to the Class B Ordinary Shares before the Conversion, including, among other things, (i) certain transfer restrictions, (ii) waiver of redemption rights, (iii) waiver of rights to receive liquidating distributions from the Trust Account and (iv) the obligation to vote in favor of a Business Combination as described in the prospectus for the Company’s Initial Public Offering. In addition, following the Conversion, certain additional restrictions pursuant to Regulation S of the Securities Act apply to the Class A Ordinary Shares of the Holders.

Subject to the foregoing, no compensation of any kind, including finder’s and consulting fees, will be paid by the Company to our Sponsor, executive officers and directors, or their respective affiliates, prior to completion of our Business Combination.

After the completion of our Business Combination, directors or members of our management team who remain with us may be paid consulting or management fees from the combined company. All of these fees will be fully disclosed to shareholders, to the extent then known, in the proxy solicitation materials or tender offer materials furnished to our shareholders in connection with a proposed business combination. We have not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of management. It is unlikely the amount of such compensation will be known at the time of the proposed business combination, because the directors of the post-combination business will be responsible for determining executive officer and director compensation. Any compensation to be paid to our executive officers will be determined, or recommended to the Board for determination, either by a compensation committee constituted solely by independent directors or by a majority of the independent directors on our Board.

We do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation of our Business Combination, although it is possible that some or all of our executive officers and directors may negotiate employment or consulting arrangements to remain with us after our Business Combination. The existence or terms of any such employment or consulting arrangements to retain their positions with us may influence our management’s motivation in identifying or selecting a target business but we do not believe that the ability of our management to remain with us after the consummation of our Business Combination will be a determining factor in our decision to proceed with any potential business combination. We are not party to any agreements with our executive officers and directors that provide for benefits upon termination of employment.

In the event a Business Combination is consummated, we expect the combined company to develop an executive compensation program that is designed to align compensation with the combined company’s business objectives and the creation of shareholder value, while enabling the combined company to attract, motivate and retain individuals who contribute to the long-term success of the combined company. We anticipate that decisions regarding executive compensation would reflect our belief that the executive compensation program must be competitive in order to attract and retain executive officers of the combined company.

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Employee, Officer and Director Hedging

We have not adopted any policy or practices regarding hedging of our securities.

Legal Proceedings

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

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PROPOSAL NO. 1—THE EXTENSION AMENDMENT PROPOSAL

Overview

The Company is proposing to amend, by way of special resolution, its Articles to extend the date by which the Company has to consummate a Business Combination to the Articles Extension Date so as to give the Company additional time to complete a Business Combination.

The Company’s prospectus for its IPO and its Articles initially provided that the Company had until 18 months from the closing of the offering (until June 13, 2023) or up to 24 months from the closing of its IPO (until December 13, 2023) to complete a Business Combination. On June 2, 2023, the Company’s shareholders approved an amendment of the Company’s Articles to extend the date by which the Company had to consummate a Business Combination from June 13, 2023 to September 13, 2023 and to allow the Company, without another shareholder vote, to elect to further extend the termination date to consummate a Business Combination on a monthly basis for up to six times by an additional one month each time after the September 13, 2023, by resolution of the Board, if requested by the Sponsor, and upon two days’ advance notice prior to the applicable termination date, until March 13, 2024, provided that (i) the Sponsor (or its affiliates or designees) deposited into the Trust Account a Prior Contribution, one business day following the public announcement by the Company disclosing that the Board has determined to extend the date by which the Company must consummate a Business Combination for an additional month, with respect to each such monthly extension, an amount equal to the lesser of (x) $90,000 or (y) $0.028 per public share multiplied by the number of public shares outstanding, in exchange for a non-interest bearing, unsecured convertible promissory note to the Sponsor repayable by the Company upon consummation of a Business Combination and (ii) the procedures relating to any such extension, as set forth in the Trust Agreement, shall have been complied with. The Company’s shareholders approved the Prior Extension on June 2, 2023 and an aggregate of 16,994,128 Public Shares were validly tendered for redemption, leaving an aggregate of 4,495,530 Public Shares outstanding. On each of September 11, 2023, October 11, 2023 and November 11, 2023, the Sponsor made a Prior Contribution of $90,000 to the Company for each such monthly extension. The Company expects that the Sponsor will make an additional such Prior Contribution on or around December 11, 2023. Accordingly, the Termination Date is expected to be January 13, 2024 under the current Articles.

If the Extension Amendment Proposal is not approved, the Sponsor does not intend to make an additional Prior Contribution to extend the termination date further from January 13, 2024 to February 13, 2024, as required by the terms of the Prior Extension. Accordingly, the Company 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 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 the Company (less taxes payable and up to $100,000 of interest to pay liquidation 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 the Company’s remaining shareholders and the Board, liquidate and dissolve, subject in each case of clauses (ii) and (iii) to the Company’s obligations under Cayman Islands law to provide for claims of creditors and to requirements of other applicable law. There will be no distribution from the Trust Account with respect to the Company’s warrants, which will expire worthless in the event the Company liquidates and dissolves the Trust Account.

As contemplated by the Articles, the holders of the Company’s Public Shares may elect to redeem all or a portion of their Public Shares in exchange for their pro rata portion of the funds held in the Trust Account if the Extension Amendment is implemented.

On November 27, 2023, the most recent practicable date prior to the date of this proxy statement, the redemption price per share was approximately $10.96, based on the aggregate amount on deposit in the Trust

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Account of approximately $49,310,611 as of November 27, 2023 (including interest not previously released to the Company to pay its taxes), divided by the total number of then outstanding Public Shares. The Redemption price per share will be calculated based on the aggregate amount on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes two business days prior to the initially scheduled date of the Shareholder Meeting. The closing price of the Class A Ordinary Shares on Nasdaq on November 27, 2023 was $10.96. Accordingly, if the market price of the Class A Ordinary Shares were to remain the same until the date of the Shareholder Meeting, exercising redemption rights would result in a public shareholder receiving approximately the same per share as if the shares were sold in the open market (based on the per share redemption price as of November 27, 2023). The Company cannot assure shareholders that they will be able to sell their Class A Ordinary Shares in the open market, even if the market price per share is lower than the redemption price stated above, as there may not be sufficient liquidity in its securities when such shareholders wish to sell their shares. The Company believes that such redemption right enables its public shareholders to determine whether to sustain their investments for an additional period if the Company does not complete a Business Combination on or before the Termination Date.

Reasons for the Extension Amendment Proposal

According to the terms of the Prior Extension, the Company currently has until January 13, 2024 to consummate an initial Business Combination (or up to March 13, 2024, if the Company extends the Termination Date, subject to the Sponsor depositing additional funds in the Trust Account). The Company and its officers and directors agreed that they would not seek to amend the Company’s Articles to allow for a longer period of time to complete a Business Combination unless the Company provided holders of its Public Shares with the right to seek redemption of their Public Shares in connection therewith. The Board believes that it is in the best interests of the Company’s shareholders that the Extension Amendment be obtained so that the Company will have additional time to consummate a Business Combination. Without the Extension Amendment, the Company believes that it will not be able to complete a Business Combination until March 13, 2024. If that were to occur, the Company would be forced to liquidate.

The Extension Amendment Proposal is essential to allowing the Company additional time to consummate a Business Combination. Approval of the Extension Amendment Proposal is a condition to the implementation of the Extension Amendment.

If the Extension Amendment Proposal is approved and the Extension Amendment becomes effective, the Termination Date would be extended until May 8, 2024 and, in the event that the Company has not consummated a Business Combination by May 8, 2024, without approval of the Company’s public shareholders, the Company may, by resolution of the Board, if requested by the Sponsor, and upon two calendar days’ advance notice prior to the applicable Termination Date, extend the Termination Date up to seven times, each by one additional month (for a total of up to seven additional months after the Articles Extension Date) to complete a Business Combination. In the event that the Sponsor determines not to proceed with any extension on any Additional Articles Extension Date, which it may do in its sole discretion, the Sponsor shall cause the Company to be liquidated and the Company shall take all actions necessary to liquidate the Company as of such time and redeem each of the shares of Class A Ordinary Shares in accordance with our Articles.

For further information on risks associated with the approval of the Extension Amendment, please refer to “Risk Factors – There are no assurances that the Extension Amendment will enable us to complete a Business Combination.”

If the Extension Amendment Proposal Is Not Approved

If the Extension Amendment Proposal and the Trust Amendment Proposal are not approved, the Sponsor does not intend to make an additional Prior Contribution to extend the termination date further from January 13, 2024 to February 13, 2024, as required by the terms of the Prior Extension. Accordingly, the Company will:

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(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 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 the Company (less taxes payable and up to $100,000 of interest to pay liquidation 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 the Company’s remaining shareholders and the Board, liquidate and dissolve, subject in each case of clauses (ii) and (iii) to the Company’s obligations under Cayman Islands law to provide for claims of creditors and to requirements of other applicable law. There will be no distribution from the Trust Account with respect to the Company’s warrants, which will expire worthless in the event the Company liquidates and dissolves the Trust Account.

Each of the Extension Amendment Proposal and the Trust Amendment Proposal is conditioned on the approval of each other. Unless each of the Extension Amendment Proposal and the Trust Amendment Proposal are approved at the Shareholder Meeting, the Extension Amendment will not be implemented.

The Initial Shareholders have waived their rights to participate in any liquidation distribution with respect to the 5,347,415 Class A Ordinary Shares and 25,000 Class B Ordinary Shares held by them.

If the Extension Amendment Proposal Is Approved

If the Extension Amendment Proposal is approved, the Company shall procure that all filings required to be made with the Registrar of Companies of the Cayman Islands in connection with the Extension Amendment Proposal to extend the time it has to complete a Business Combination until the Articles Extension Date are made. The Company will then continue to attempt to consummate a Business Combination until the Articles Extension Date. The Company will remain a reporting company under the Exchange Act and its Class A Ordinary Shares will remain publicly traded during this time.

If the Extension Amendment Proposal is approved and the Extension Amendment is implemented, the Sponsor or its designees will deposit into the Trust Account a Contribution, (i) on or before January 13, 2024, with respect to the extension to the Articles Extension Date, an amount of $345,000, and (ii) one business day following the public announcement by the Company disclosing that the Board has determined to extend the date by which the Company must consummate a Business Combination for an additional month, with respect to the extension to each such Additional Articles Extension Date, an amount of $90,000. The maximum aggregate amount of Contributions will be up to $975,000. The Contributions will be evidenced by the Contribution Note, which is a non-interest bearing, unsecured convertible promissory note repayable by the Company upon the Maturity Date. Such loans may be converted into warrants of the post-business combination entity, which shall have terms identical to the Private Placement Warrants sold concurrently with the IPO, each exercisable for one Class A Ordinary Share at a purchase price of $11.50 per share, at a price of $1.50 per warrant at the option of the Contributor. If the Company does not consummate a Business Combination by the Article Extension Date or Additional Article Extension Date, as applicable, any such promissory notes will be repaid only from funds held outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven. If the Company has consummated a Business Combination or announced its intention to wind up prior to any Contribution Date, any obligation to make Contributions will terminate.

Any Contribution is conditioned on the approval of the Extension Amendment Proposal and the implementation of the Extension Amendment. If the Extension Amendment Proposal is not approved or the Extension Amendment is not implemented, no Contribution will occur , and the Sponsor does not intend to make an additional Prior Contribution to extend the termination date further from January 13, 2024 to February 13, 2024, as required by the terms of the Prior Extension. Accordingly, the Company 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

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thereafter, redeem the Public Shares, at a per-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 the Company (less taxes payable and up to $100,000 of interest to pay liquidation 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 the Company’s remaining shareholders and the Board, liquidate and dissolve, subject in each case of clauses (ii) and (iii) to the Company’s obligations under Cayman Islands law to provide for claims of creditors and to requirements of other applicable law. There will be no distribution from the Trust Account with respect to the Company’s warrants, which will expire worthless in the event the Company liquidates and dissolves the Trust Account.

The Company is listed on The Nasdaq Global Market. Nasdaq rule IM-5101-2 requires that a special purpose acquisition company complete one or more business combinations within 36 months of the effectiveness of its IPO registration statement, which, in the case of the Company, would be December 8, 2024. If the Extension Amendment Proposal is approved and the Company elects to extend the Termination Date of the Company to the final Additional Articles Extension Date, such extension would not extend the Company’s life beyond such 36-month deadline. As a result, the contemplated Articles Extension Date and the Additional Articles Extension Dates comply with Nasdaq rules.

For further information on risks associated with the approval of the Extension Amendment, please refer to “Risk Factors – There are no assurances that the Extension Amendment will enable us to complete a Business Combination.”

Interests of the Sponsor and the Company’s Directors and Officers

When you consider the recommendation of the Board, the Company’s shareholders should be aware that aside from their interests as shareholders, the Sponsor and certain members of the Board and officers of the Company have interests that are different from, or in addition to, those of other shareholders generally. The Board was aware of and considered these interests, among other matters, in recommending to the Company’s shareholders that they approve the Extension Amendment Proposal. The Company’s shareholders should take these interests into account in deciding whether to approve the Extension Amendment Proposal:

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Redemption Rights

Pursuant to the Articles, holders of Class A Ordinary Shares may seek to redeem their shares for cash, regardless of whether they vote for or against, or whether they abstain from voting on, the Extension Amendment Proposal. In connection with the Extension Amendment Proposal and contingent upon the effectiveness of the implementation of the Extension Amendment, any shareholder holding Class A Ordinary Shares may demand that the Company redeem such shares for a full pro rata portion of the Trust Account (which, for illustrative purposes, was $10.96 per share as of November 27, 2023), calculated as of two business days prior to the Shareholder Meeting. If a holder properly seeks redemption as described in this section, the Company will redeem these shares for a pro rata portion of funds deposited in the Trust Account and the holder will no longer own these shares following the Shareholder Meeting.

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In connection with the Extension Amendment Proposal and contingent upon the effectiveness of the implementation of the Extension Amendment, as a holder of Class A Ordinary Shares, you will be entitled to receive cash for any Class A Ordinary Shares to be redeemed only if you:

Holders of Units must elect to separate the underlying Class A Ordinary Shares and Public Warrants prior to exercising redemption rights with respect to the Class A Ordinary Shares. If holders hold their Units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the Units into the underlying Class A Ordinary Shares and Public Warrants, or if a holder holds Units registered in its own name, the holder must contact the Transfer Agent directly and instruct it to do so.

Holders must complete the procedures for electing to redeem their Class A Ordinary Shares in the manner described above prior to 5:00 p.m., Eastern Time, on December 13, 2023 (two business days before the initially scheduled date of the Shareholder Meeting) in order for their shares to be redeemed.

The redemption rights include the requirement that a holder must identify itself in writing as a beneficial holder and provide its legal name, phone number and address to Continental in order to validly redeem its shares.

If you hold the shares in “street name,” you will have to coordinate with your broker to have your shares certificated or delivered electronically. Shares of the Company that have not been tendered (either physically or electronically) in accordance with these procedures will not be redeemed for cash. There is a nominal cost associated with this tendering process and the act of certificating the shares or tendering/delivering them through DTC’s DWAC system. The Transfer Agent will typically charge the tendering broker $100 and it would be up to the broker whether or not to pass this cost on to the redeeming shareholder.

Any request for redemption, once made by a holder of Class A Ordinary Shares, may not be withdrawn following the Redemption Deadline, unless the Board determines (in its sole discretion) to permit such withdrawal of a redemption request (which it may do in whole or in part).

Any corrected or changed written exercise of redemption rights must be received by Continental, at least two business days prior to the initially scheduled date of the Shareholder Meeting. No request for redemption will be honored unless the holder’s Class A Ordinary Shares (and share certificates (if any) and other redemption forms) have been tendered or delivered (either physically or electronically) to Continental, prior to 5:00 p.m., Eastern Time, on December 13, 2023 (two business days before the initially scheduled date of the Shareholder Meeting).

The closing price of Class A Ordinary Shares on November 27, 2023, the most recent practicable date prior to the date of this proxy statement, was $10.96 per share. The cash held in the Trust Account on such date was approximately $49,310,611 (including interest not previously released to the Company to pay its taxes) ($10.96 per Class A Ordinary Share). The Redemption price per share will be calculated based on the aggregate amount on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes two business days prior to the Shareholder Meeting. Prior to exercising redemption rights, shareholders should verify the market price of Class A Ordinary Shares as they may receive higher proceeds from the sale of their ordinary shares in the public market than from

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exercising their redemption rights if the market price per share is higher than the redemption price. The Company cannot assure its shareholders that they will be able to sell their Class A Ordinary Shares in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in its securities when its shareholders wish to sell their shares.

If a holder of Class A Ordinary Shares exercises his, her or its redemption rights, then he, she or it will be exchanging its Class A Ordinary Shares for cash and will no longer own those shares. You will be entitled to receive cash for these shares only if you properly demand redemption by tendering/delivering your shares (and share certificates (if any) and other redemption forms) (either physically or electronically) to Continental two business days prior to the initially scheduled date of the Shareholder Meeting.

Vote Required for Approval

The approval of the Extension Amendment Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of at least a two-thirds (2/3) majority of the votes cast by the holders of the issued and outstanding Class A Ordinary Shares and Class B Ordinary Shares who are present in person or virtually, or represented by proxy and entitled to vote thereon, and who vote thereon, at the Shareholder Meeting. Abstentions and broker non-votes will be considered present for the purposes of establishing a quorum but, as a matter of Cayman Islands law, will not constitute votes cast at the Shareholder Meeting and therefore will have no effect on the approval of the Extension Amendment Proposal.

As of the date of this proxy statement, the Initial Shareholders have agreed to vote any Ordinary Shares owned by them in favor of the Extension Amendment Proposal. As of the date hereof, the Initial Shareholders own approximately 54.4% of the issued and outstanding Ordinary Shares and have not purchased any Public Shares, but may do so at any time. As a result, in addition to the Initial Shareholders, approval of the Trust Amendment Proposal will require the affirmative vote of at least 1,206,216 Class A Ordinary Shares held by public shareholders (or approximately 26.9% of all Class A Ordinary Shares held by public shareholders) if all Ordinary Shares are represented at the Shareholder Meeting and cast votes, but will not require the affirmative vote of any additional Class A Ordinary Shares held by public shareholders if only such shares as are required to establish a quorum are represented at the Shareholder Meeting and cast votes.

For further information on risks associated with the approval of the Extension Amendment, please refer to “Risk Factors – There are no assurances that the Extension Amendment will enable us to complete a Business Combination.”

Resolution

The full text of the resolution to be voted upon is as follows:

“RESOLVED, as a special resolution that:

“In the event that the Company does not consummate a Business Combination by May 8, 2024, the Company shall have the right, but not the obligation, to extend the period of time to consummate a Business Combination, without a shareholder vote, on a monthly basis for up to seven times by an additional one month each time after May 8, 2024, by resolution of the Company’s board of Directors, if requested by the Sponsor, and upon two calendar days’ advance notice prior to the applicable deadline, until December 8, 2024, provided that (i) the Sponsor (or its affiliates or designees) will deposit into the Trust Account as a loan (a “Contribution,” and the Sponsor, its affiliate or designee making such Contribution, a “Contributor”), one business day following the public announcement by the Company disclosing that the Board has determined to

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extend the date by which the Company must consummate a Business Combination for an additional month, with respect to each such monthly extension, an amount equal to $90,000, in exchange for a non-interest bearing, unsecured convertible promissory note to the Contributor repayable by the Company upon consummation of a Business Combination and (ii) the procedures relating to any such extension, as set forth in the Trust Agreement, shall have been complied with. Such loans may be converted into warrants of the post-business combination entity, which shall have terms identical to the private placement warrants issued to the Sponsor in connection with the Company’s IPO, each exercisable for one Class A ordinary share at a purchase price of $11.50 per share, at a price of $1.50 per warrant at the option of the Contributor. If the Company does not consummate a Business Combination by the extended date(s), any such promissory notes will be repaid only from funds held outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven.”

“In the event that the Company does not consummate a Business Combination by May 8, 2024 (or December 8, 2024, if such date is extended on a monthly basis in accordance with the Articles), the Company shall:

“In the event that any amendment is made to the Articles:

each holder of Public Shares who is not the Sponsor, a Founder, Officer or Director shall be provided with the opportunity to redeem their Public Shares upon the approval or effectiveness of any such amendment at a per-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 the Company to pay its taxes, divided by the number of then outstanding Public Shares.

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Notwithstanding the foregoing or any other provisions of the Articles, in the event that the Company has not consummated a Business Combination by May 8, 2024, the Company may, without another shareholder vote, elect to extend the date to consummate the Business Combination on a monthly basis for up to seven times by an additional one month each time after May 8, 2024, by resolution of the Directors, if requested by the Sponsor in writing, and upon two calendar days’ advance notice prior to the applicable Termination Date, until December 8, 2024.”

Recommendation of the Board

THE BOARD UNANIMOUSLY RECOMMENDS THAT THE COMPANY’S SHAREHOLDERS VOTE “FOR” THE APPROVAL OF THE EXTENSION AMENDMENT PROPOSAL.

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PROPOSAL NO. 2—THE TRUST AMENDMENT PROPOSAL

Overview

Following the closing of the Company’s IPO on December 13, 2021, followed by the partial exercise by the underwriters of the over-allotment option, a total amount of $219,194,512 was placed in the Trust Account. In connection with the shareholders’ vote at the extraordinary general meeting of shareholders held on June 2, 2023, the holders of 16,994,128 Class A Ordinary Shares properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.53 per share. As a result, an amount of approximately $178.9 million was removed from the Trust Account to redeem such shares and 4,495,530 Class A ordinary shares of the Company remained outstanding after the redemption was effected. The cash held in the Trust Account as of November 27, 2023 was approximately $49,310,611 (including interest not previously released to the Company to pay its taxes) ($10.96 per Class A Ordinary Share).

To mitigate the risk of us being deemed to have been operating as an unregistered investment company under the Investment Company Act, we instructed Continental to liquidate the U.S. government treasury obligations or money market funds held in the Trust Account and thereafter to hold all funds in the Trust Account in an interest-bearing bank deposit account until the earlier of the consummation of the Company’s Business Combination or the liquidation of the Company. Following such liquidation of the assets in our Trust Account, we will likely receive minimal interest, if any, on the funds held in the Trust Account, which would reduce the dollar amount our public stockholders would have otherwise received upon any redemption or liquidation of the Company if the assets in the Trust Account had remained in U.S. government securities or money market funds. This means that the amount available for redemption will not increase in the future.

Reasons for the Trust Amendment Proposal

The Trust Agreement currently provides that Continental shall commence liquidation of the Trust Account only after and promptly after (x) its receipt of the applicable instruction letter delivered by the Company in connection with either a closing of a business combination or the Company’s inability to effect a business combination within the time frame specified in the Articles or (y) upon the date which is the later of (1) 21 months after the closing of the Offering and (2) such later date upon an extension effectuated pursuant to the terms of the Trust Agreement, such later date not being more than 27 months after the closing of the Offering.

If, based upon the tabulated vote at the time of the extraordinary general meeting, there are insufficient votes from the holders of ordinary shares to approve the Trust Amendment Proposal, the Company may put the Adjournment Proposal to a vote in order to seek additional time to obtain sufficient votes in support of the Trust Amendment Proposal. If the Adjournment Proposal is not approved by the Company’s shareholders, the Board may not be able to adjourn the extraordinary general meeting to a later date or dates in the event that there are insufficient votes from the holders of ordinary shares at the time of the extraordinary general meeting to approve the Trust Amendment Proposal.

If the Trust Amendment Proposal is not approved at the extraordinary general meeting or at any adjournment thereof or is not implemented, and a business combination is not completed on or before the Original Termination Date, then as contemplated by and in accordance with the Trust Agreement, Continental shall commence liquidation of the Trust Account only and promptly (x) after its receipt of the applicable instruction letter delivered by the Company in connection with the Company’s inability to effect a business combination within the time frame specified in the Articles or (y) upon the date that is the later of (1) 21 months after the closing of the Offering and (2) such later date upon an extension effectuated pursuant to the terms of the Trust Agreement (such later date not being more than 27 months after the closing of the Offering), if the aforementioned termination letter has not been received by Continental prior to such date.

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If the Trust Amendment Proposal Is Not Approved

If, based upon the tabulated vote at the time of the extraordinary general meeting, there are insufficient votes from the holders of ordinary shares to approve the Trust Amendment Proposal, the Company may put the Adjournment Proposal to a vote in order to seek additional time to obtain sufficient votes in support of the Trust Amendment Proposal. If the Adjournment Proposal is not approved by the Company’s shareholders, the Board may not be able to adjourn the extraordinary general meeting to a later date or dates in the event that there are insufficient votes from the holders of ordinary shares at the time of the extraordinary general meeting to approve the Trust Amendment Proposal.

If the Trust Amendment Proposal is not approved at the extraordinary general meeting or at any adjournment thereof or is not implemented, and a business combination is not completed on or before the Original Termination Date, then as contemplated by and in accordance with the Trust Agreement, Continental shall commence liquidation of the Trust Account only and promptly (x) after its receipt of the applicable instruction letter delivered by the Company in connection with the Company’s inability to effect a business combination within the time frame specified in the Articles or (y) upon the date that is the later of (1) 21 months after the closing of the Offering and (2) such later date upon an extension effectuated pursuant to the terms of the Trust Agreement (such later date not being more than 27 months after the closing of the Offering), if the aforementioned termination letter has not been received by Continental prior to such date.

Each of the Extension Amendment Proposal and the Trust Amendment Proposal is conditioned on the approval of each other. Unless each of the Extension Amendment Proposal and the Trust Amendment Proposal are approved at the Shareholder Meeting, the Extension Amendment will not be implemented.

If the Trust Amendment Is Approved

If the Trust Amendment Proposal is approved, Continental shall commence liquidation of the Trust Account only upon the earlier of (1) the Company’s completion of a business combination and (2) the later of (a) the Articles Extended Date and (b) the Additional Articles Extension Date.

A copy of the proposed amendments to the Articles of the Company is attached to this Proxy Statement under the fourth resolution in Annex A.

Interests of the Sponsor and the Company’s Directors and Officers

When you consider the recommendation of the Board, the Company’s shareholders should be aware that aside from their interests as shareholders, the Sponsor and certain members of the Board and officers of the Company have interests that are different from, or in addition to, those of other shareholders generally. The Board was aware of and considered these interests, among other matters, in recommending to the Company’s shareholders that they approve the Trust Amendment Proposal. The Company’s shareholders should take these interests into account in deciding whether to approve the Trust Amendment Proposal:

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Vote Required for Approval

The approval of the Trust Amendment Proposal requires the affirmative vote of at least sixty-five percent (65%) of the votes cast of the then issued and outstanding Class A Ordinary Shares and Class B Ordinary Shares, voting together as a single class. The Trust Amendment Proposal is conditioned on the approval of the Extension Amendment Proposal.

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Abstentions will be considered present for the purposes of establishing a quorum and will have the effect of a vote “AGAINST” the Trust Amendment Proposal.

As of the date of this proxy statement, the Initial Shareholders have agreed to vote any Ordinary Shares owned by them in favor of the Adjournment Proposal. As of the date hereof, the Initial Shareholders own approximately 54.4% of the issued and outstanding Ordinary Shares and have not purchased any Public Shares, but may do so at any time. As a result, in addition to the Initial Shareholders, approval of the Trust Amendment Proposal will require the affirmative vote of at least 1,041,750 Class A Ordinary Shares held by public shareholders (or approximately 23.2% of all Class A Ordinary Shares held by public shareholders) if all Ordinary Shares are represented at the Shareholder Meeting and cast votes, but will not require the affirmative vote of any additional Class A Ordinary Shares held by public shareholders if only such shares as are required to establish a quorum are represented at the Shareholder Meeting and cast votes.

Resolution

The full text of the resolution to be voted upon is as follows:

“RESOLVED, that conditional upon the effectiveness of the special resolution to amend the Articles of the Company, as set forth in Annex A, the third amendment to the Investment Management Trust Agreement, dated December 8, 2021 (as amended on June 6, 2023 and November 29, 2023), by and between the Company and Continental Stock Transfer & Trust Company, a New York corporation, as trustee, pursuant to the third amendment to the Trust Agreement in the form set forth in Annex B, is hereby authorized and approved.”

Recommendation of the Board

THE BOARD UNANIMOUSLY RECOMMENDS THAT THE COMPANY’S SHAREHOLDERS VOTE “FOR” THE APPROVAL OF THE TRUST AMENDMENT PROPOSAL.

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PROPOSAL NO. 3—THE DIRECTOR APPOINTMENT PROPOSAL

Overview

Our Board is currently composed of six members. At the Shareholder meeting, shareholders are being asked to re-appoint, by way of ordinary resolution by the holders of the Class B Ordinary Shares, each of Mr. Jeffrey Clarke and Mr. Michael Abbott to the Board to serve as a Class I director. Pursuant to the Articles, until the consummation of our Business Combination, only holders of Class B Ordinary Shares have the right to vote on the appointment or removal of directors. Therefore, only holders of Class B Ordinary Shares are entitled to vote on the Director Appointment Proposal.

The Board is currently divided into three classes, Class I, Class II and Class III, with only one class of directors being elected in each year and each class (except for those directors appointed prior to our first annual general meeting) serving a three-year term. The term of office of the initial Class I directors expires at our first annual general meeting (being the Shareholder Meeting), the term of the initial Class II directors expires at our second annual general meeting and the term of the initial Class III directors expires at our third annual general meeting. Commencing at our first annual general meeting (being the Shareholder Meeting), and then at each following annual general meeting, directors appointed to succeed those directors whose terms expire are appointed for a term of office to expire at the third annual general meeting following their appointment.

As the Shareholder Meeting is our first annual general meeting since the IPO, the term of the initial Class I directors, Mr. Jeffrey Clarke and Mr. Michael Abbott, will expire at the Shareholder Meeting. However, the Board has nominated each of Mr. Jeffrey Clarke and Mr. Michael Abbott for re-appointment as a Class I director, to hold office until the 2026 annual general meeting of shareholders, until their respective successors are duly appointed and qualified, or until their earlier death, resignation or removal.

Nominees

Our independent directors have recommended, and our Board has approved, both Mr. Michael Abbott and Mr. Jeffrey Clarke as nominees for re-appointment as Class I directors on our Board at the Shareholder Meeting. If re-appointed, both Mr. Michael Abbott and Mr. Jeffrey Clarke will serve as a director until the 2026 annual general meeting, until a successor is duly appointed and qualified, or until their earlier death, resignation or removal. Mr. Michael Abbott and Mr. Jeffrey Clarke both are currently directors of the Company. For information concerning the nominees, please see the section titled “Board of Directors, Executive Officers and Corporate Governance.”

If you are a shareholder of record of Class B Ordinary Shares and you sign and date your proxy card but do not give instructions with respect to the voting on the Director Appointment Proposal, your shares will be voted “FOR” the re-appointment of Mr. Michael Abbott and Mr. Jeffrey Clarke; however, in the event that a director nominee is unable or declines to serve as a director at the time of the Shareholder Meeting, the proxies will be voted for any nominee who shall be designated by our Board to fill such vacancy. If you are a street name shareholder and you do not give voting instructions to your broker or nominee, your broker will leave your shares un-voted on this matter.

Vote Required for Approval

The re-appointment of the Class I directors must be approved by an ordinary resolution of the holders of the Class B Ordinary Shares under Cayman Islands law, being the affirmative vote of a majority of the votes cast by the holders of the issued and outstanding Class B Ordinary Shares who are present in person or virtually, or represented by proxy and entitled to vote thereon, and who vote thereon, at the Shareholder Meeting. Only holders of Class B Ordinary Shares are entitled to vote on the Director Appointment Proposal. Accordingly, if a valid quorum is otherwise established, a shareholder’s failure to vote by proxy or online will have no effect on

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the outcome of any vote on the Director Appointment Proposal. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the Shareholder Meeting and therefore will have no effect on the approval of the Director Appointment Proposal.

Resolution

The full text of the resolution to be voted upon in respect of the Director Appointment Proposal is as follows:

“RESOLVED, as an ordinary resolution of the holders of the Class B Ordinary Shares of the Company, that each of Mr. Michael Abbott and Mr. Jeffrey Clarke be re-appointed as a Class I director on the Company’s Board to serve until the 2026 annual general meeting of the Company, until their respective successors are duly appointed and qualified, or until their earlier death, resignation or removal.”

Recommendation of the Board

THE BOARD UNANIMOUSLY RECOMMENDS THAT THE COMPANY’S CLASS B SHAREHOLDERS VOTE “FOR” EACH OF THE NOMINEES NAMED ABOVE, AND THE DIRECTOR APPOINTMENT PROPOSAL.

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PROPOSAL NO. 4—THE AUDITOR RATIFICATION PROPOSAL

Overview

The Auditor Ratification Proposal is asking the shareholders to ratify by ordinary resolution the election by our audit committee of Marcum LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2023. The audit committee is directly responsible for appointing the Company’s independent registered public accounting firm. The audit committee is not bound by the outcome of this vote. However, if our shareholders do not ratify the selection of Marcum LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023, our audit committee may reconsider the selection of Marcum LLP as our independent registered public accounting firm.

Marcum LLP served as the independent registered public accounting firm of the Company for the fiscal year ended December 31, 2022 and the period from February 2, 2021 (inception) through December 31, 2021. Representatives of Marcum LLP are not expected to be present at the Shareholder Meeting to answer questions. If our shareholders do not ratify the appointment of Marcum LLP, our Board may reconsider the appointment.

Fees Paid to the Independent Registered Public Accounting Firm

Fees for professional services provided by our independent registered public accounting firm since inception include:

Auditor Independence

During the fiscal year ended December 31, 2022 and the period ended December 31, 2021, there were no other professional services provided by Marcum LLP, other than those listed above, that would have required our audit committee to consider their compatibility with maintaining the independence of Marcum LLP.

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Audit Committee Policy on Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm

The audit committee is responsible for appointing, setting compensation and overseeing the work of the independent auditors. In recognition of this responsibility, the audit committee shall review and, in its sole discretion, pre-approve all audit and permitted non-audit services to be provided by the independent auditors as provided under the audit committee charter.

Vote Required for Approval

The ratification of the appointment of Marcum LLP requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a simple majority of the votes cast by the holders of the issued and outstanding Class A Ordinary Shares and Class B Ordinary Shares, voting as a single class, who are present in person or virtually, or represented by proxy and entitled to vote thereon, and who vote thereon, at the Shareholder Meeting. Accordingly, if a valid quorum is otherwise established, a shareholder’s failure to vote by proxy or online will have no effect on the outcome of any vote on the Auditor Ratification Proposal. In the absence of timely instructions, your broker will have discretion to vote your shares on our sole “routine” matter: the Auditor Ratification Proposal.

As of the date of this proxy statement, the Initial Shareholders have agreed to vote any Ordinary Shares owned by them in favor of the Auditor Ratification Proposal. As of the date hereof, the Initial Shareholders own approximately 54.4% of the issued and outstanding Ordinary Shares and have not purchased any Class A Ordinary Shares, but may do so at any time. As a result, in addition to the Initial Shareholders, approval of the Auditor Ratification Proposal will not require the affirmative vote of additional Ordinary Shares held by public shareholders.

Resolution

The full text of the resolution to be voted upon in respect of the Auditor Ratification Proposal is as follows:

“RESOLVED, as an ordinary resolution, that the appointment of Marcum LLP, as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2023 be ratified, approved and confirmed in all respects.”

Recommendation of the Board

THE BOARD UNANIMOUSLY RECOMMENDS THAT THE COMPANY’S SHAREHOLDERS VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF MARCUM LLP, AND THE APPROVAL OF THE AUDITOR RATIFICATION PROPOSAL.

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PROPOSAL NO. 5—THE ADJOURNMENT PROPOSAL

Overview

The Adjournment Proposal asks shareholders to approve the adjournment of the Shareholder Meeting to a later date or dates if necessary, (i) to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Shareholder Meeting, there are insufficient Class A Ordinary Shares and Class B Ordinary Shares in the capital of the Company represented (either in person or virtually, or by proxy) to approve the Extension Amendment Proposal, the Trust Amendment Proposal, the Director Appointment Proposal or the Auditor Ratification Proposal, (ii) if the holders of Public Shares have elected to redeem an amount of shares in connection with the Extension Amendment such that the Company would not adhere to the continued listing requirements of Nasdaq, or (iii) if the Board determines before the Shareholder Meeting that it is not necessary or no longer desirable to proceed with the other proposals.

Consequences if the Adjournment Proposal Is Not Approved

If the Adjournment Proposal is not approved by the Company’s shareholders, the Board may not be able to adjourn the Shareholder Meeting to a later date in the event, based on the tabulated votes, there are insufficient votes to approve the Extension Amendment Proposal, the Trust Amendment Proposal, the Director Appointment Proposal or the Auditor Ratification Proposal or to allow public shareholders time to reverse their redemption requests in connection with the Extension Amendment. If there are insufficient votes to approve the Extension Amendment Proposal, the Extension Amendment would not be implemented.

Vote Required for Approval

The approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a simple majority of the votes cast by the holders of the issued and outstanding Class A Ordinary Shares and Class B Ordinary Shares, voting as a single class, who are present in person or virtually, or represented by proxy and entitled to vote thereon, and who vote thereon, at the Shareholder Meeting. Abstentions, and broker non-votes will be considered present for the purposes of establishing a quorum but, as a matter of Cayman Islands law, will not constitute votes cast at the Shareholder Meeting and therefore will have no effect on the approval of the Adjournment Proposal.

As of the date of this proxy statement, the Initial Shareholders have agreed to vote any Ordinary Shares owned by them in favor of the Adjournment Proposal. As of the date hereof, the Initial Shareholders own approximately 54.4% of the issued and outstanding Ordinary Shares and have not purchased any Public Shares, but may do so at any time. As a result, in addition to the Initial Shareholders, approval of the Adjournment Proposal will not require the affirmative vote of additional Ordinary Shares held by public shareholders.

Resolution

The full text of the resolution to be voted upon is as follows:

“RESOLVED, as an ordinary resolution, that the adjournment of the Shareholder Meeting to a later date or dates if necessary, (i) to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Shareholder Meeting, there are insufficient Class A Ordinary Shares, par value $0.0001 per share and Class B Ordinary Shares, par value $0.0001 per share in the capital of the Company represented (either in person or virtually, or by proxy) to approve the Extension Amendment Proposal, the Trust Amendment Proposal, the Director Appointment Proposal or the Auditor Ratification Proposal, (ii) if the holders of Public Shares have elected to redeem an amount of shares in connection with the Extension Amendment such that the Company would not adhere to the continued listing requirements of Nasdaq, or (iii) if the Board determines before the Shareholder Meeting that it is not necessary or no longer desirable to proceed with the other proposals.”

Recommendation of the Board

THE BOARD UNANIMOUSLY RECOMMENDS THAT THE COMPANY’S SHAREHOLDERS VOTE “FOR” THE APPROVAL OF THE ADJOURNMENT PROPOSAL.

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CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR SHAREHOLDERS EXERCISING REDEMPTION RIGHTS

General

The following discussion summarizes certain United States federal income tax considerations generally applicable to a U.S. Holder (as defined below) that elects to have its Class A Ordinary Shares redeemed for cash pursuant to the exercise of a right to redemption in connection with the Extension Amendment Proposal.

This discussion of certain U.S. federal income tax considerations applies to you only if you are a U.S. Holder and you hold Class A Ordinary Shares as capital assets under the U.S. Internal Revenue Code of 1986, as amended (the “Code”). You are a U.S. Holder if for U.S. federal income tax purposes you are a beneficial owner of our Class A Ordinary Shares and are:

This discussion assumes that any distributions made (or deemed made) by us on our Class A Ordinary Shares and any consideration received (or deemed received) by you in consideration for the sale or other disposition of our Class A Ordinary Shares will be in U.S. dollars. This discussion is a summary only and does not consider all aspects of U.S. federal income taxation that may be relevant to exercising a right to have your Class A Ordinary Shares redeemed in light of your particular circumstances, including if you are:

Moreover, the discussion below is based upon the provisions of the Code, the Treasury regulations promulgated thereunder and administrative and judicial interpretations thereof, all as of the date hereof, which may be

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repealed, revoked, modified or subject to differing interpretations, possibly on a retroactive basis, so as to result in U.S. federal income tax consequences different from those discussed below. Furthermore, this discussion does not discuss the alternative minimum tax or the application of Section 451(b) of the Code, and does not address any aspect of U.S. federal non-income tax laws, such as gift, estate or Medicare contribution tax laws, or any state, local or non-U.S. tax laws.

We have not sought, and will not seek, a ruling from the Internal Revenue Service (the “IRS”) as to any U.S. federal income tax consequence described herein. The IRS may disagree with the discussion herein, and its determination may be upheld by a court. Moreover, there can be no assurance that future legislation, regulations, administrative rulings or court decisions will not adversely affect the accuracy of the statements in this discussion. You should consult your tax adviser with respect to the application of U.S. federal tax laws to your particular situation, as well as any tax consequences arising under the laws of any state, local or non-U.S. taxing jurisdiction.

This discussion does not consider the tax treatment of partnerships or other passthrough entities or persons who hold our Class A Ordinary Shares through those entities. If a partnership (or other entity or arrangement classified as a partnership or other passthrough entity for U.S. federal income tax purposes) is the beneficial owner of our Class A Ordinary Shares, the U.S. federal income tax treatment of a partner or member in the partnership or other passthrough entity generally will depend on the status of the partner or member and the activities of the partnership or other passthrough entity. If you are a partnership or other passthrough entity holding our Class A Ordinary Shares, or a partner or member thereof, you should consult your own tax adviser.

THIS DISCUSSION IS ONLY A SUMMARY OF CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS ASSOCIATED WITH THE REDEMPTION OF OUR CLASS A ORDINARY SHARES IN CONNECTION WITH THE EXTENSION AMENDMENT PROPOSAL. YOU ARE URGED TO CONSULT YOUR TAX ADVISER WITH RESPECT TO THE PARTICULAR TAX CONSEQUENCES TO YOU OF THE REDEMPTION OF OUR CLASS A ORDINARY SHARES IN CONNECTION WITH THE EXTENSION AMENDMENT PROPOSAL, INCLUDING THE APPLICABILITY AND EFFECT OF ANY U.S. FEDERAL, STATE, LOCAL, AND NON-U.S. TAX LAWS.

Redemption of Class A Ordinary Shares

The following discussion is subject to the discussion under “—Passive Foreign Investment Company Rules” below.

In the event that your Class A Ordinary Shares are redeemed in connection with the Extension Amendment Proposal (referred to herein as a “redemption”), the treatment of the redemption for U.S. federal income tax purposes will depend on whether the redemption qualifies as a sale of the Class A Ordinary Shares under Section 302 of the Code. If the redemption qualifies as a sale of Class A Ordinary Shares, you will be treated as described under “—Redemption Taxable as a Sale or Exchange” below. If the redemption does not qualify as a sale of Class A Ordinary Shares, you will be treated as receiving a corporate distribution with the tax consequences described below under “—Redemption Taxable as a Corporate Distribution.” Whether a redemption qualifies for sale treatment will depend largely on the total number of our shares treated as owned by you (including any shares constructively owned by you) relative to all of our shares outstanding both before and after the redemption. The redemption of Class A Ordinary Shares generally will be treated as a sale of the Class A Ordinary Shares (rather than as a corporate distribution) if the redemption (i) is “substantially disproportionate” with respect to you, (ii) results in a “complete termination” of your interest in us or (iii) is “not essentially equivalent to a dividend” with respect to you. These tests are explained more fully below.

In determining whether any of the foregoing tests is satisfied, you must take into account not only our shares actually owned by you, but also our shares that are constructively owned by you. In addition to shares you own directly, you may be treated as constructively owning shares owned by certain related individuals and entities in

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which you have an interest or that have an interest in you, as well as any shares you have a right to acquire by exercise of an option, which likely would include Class A Ordinary Shares which could be acquired pursuant to the exercise of Public Warrants. In order to meet the substantially disproportionate test, the percentage of our outstanding voting shares actually and constructively owned by you immediately following the redemption of Class A Ordinary Shares must, among other requirements, be less than 80% of the percentage of our outstanding voting shares actually and constructively owned by you immediately before the redemption. Prior to our initial business combination, the Class A Ordinary Shares may not be treated as voting shares for this purpose and, consequently, this substantially disproportionate test may not be applicable. There will be a complete termination of your interest if either (i) all of our shares actually and constructively owned by you are redeemed or (ii) all of our shares actually owned by you are redeemed and you are eligible to waive, and effectively waive in accordance with specific rules, the attribution of shares owned by certain family members and you do not constructively own any other shares of ours. The redemption of the Class A Ordinary Shares will not be essentially equivalent to a dividend if the redemption or purchase results in a “meaningful reduction” of your proportionate interest in us. Whether the redemption will result in a meaningful reduction of your proportionate interest in us will depend on the particular facts and circumstances. However, the IRS has indicated in a published ruling that even a small reduction in the proportionate interest of a small minority shareholder in a publicly held corporation who exercises no control over corporate affairs may constitute such a “meaningful reduction.” You should consult your tax adviser as to the tax consequences of a redemption.

If none of the foregoing tests is satisfied, then the redemption will be treated as a corporate distribution and the tax consequences of the redemption will be as described under “—Redemption Taxable as a Corporate Distribution” below. After the application of those rules, any remaining tax basis in the redeemed Class A ordinary shares will be added to your adjusted tax basis in your remaining shares. If there are no remaining shares, you should consult your tax adviser as to the allocation of any remaining basis.

Redemption Taxable as a Sale or Exchange

The following discussion is subject to the discussion under “—Passive Foreign Investment Company” below.

In the event that the redemption of your Class A Ordinary Shares is treated as a sale or other taxable disposition, you generally will recognize capital gain or loss, which generally will be long-term capital gain or loss if your holding period for the Class A Ordinary Shares exceeds one year. Long-term capital gains recognized by non-corporate U.S. Holders are eligible to be taxed at reduced rates. The deductibility of capital losses is subject to limitations.

Generally, the amount of gain or loss you recognize will equal the difference between (i) the sum of the amount of cash received in connection with the redemption and (ii) your adjusted tax basis in the Class A Ordinary Shares redeemed. Your adjusted tax basis in your Class A Ordinary Shares generally will equal your acquisition cost (which in the case of an acquisition of units comprising of Class A Ordinary Shares and Public Warrants will be the portion of the purchase price allocated to the relevant Class A Ordinary Shares), decreased by any prior distributions (including deemed distributions) treated as returns of capital. The gain or loss will generally be U.S.-source gain or loss for foreign tax credit purposes.

Redemption Taxable as a Corporate Distribution

The following discussion is subject to the discussion under “—Passive Foreign Investment Company” below.

In the event that the redemption of the Class A Ordinary Shares is treated as a corporate distribution, you generally will be required to include in gross income as a dividend the amount of any cash paid for our Class A Ordinary Shares to the extent the distribution is paid out of our current or accumulated earnings and profits (as

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determined under U.S. federal income tax principles). To the extent the distribution is in excess of earnings and profits, it generally will be applied against, and reduce, your tax basis in your Class A Ordinary Shares (but not below zero), and any remaining excess will be treated as gain from the sale or exchange of the Class A Ordinary Shares. However, it is possible that financial intermediaries may report the entire amount of the distribution as a dividend if they cannot determine the amount of our earnings and profits for U.S. federal income tax purposes.

If you are a corporate U.S. Holder, the amount treated as a dividend paid by us will be taxable to you at regular rates and will not be eligible for the dividends-received deduction generally allowed to domestic corporations in respect of dividends received from other domestic corporations. As described in “—Passive Foreign Investment Company” below, we believe that we were a PFIC for our taxable year ended December 31, 2022 and expect to be a PFIC for our taxable year ending December 31, 2023 and therefore we believe that any amount treated as a dividend paid by us to a non-corporate U.S. Holder will not be eligible for the lower long-term capital gains rate that applies to qualified dividend income.

Passive Foreign Investment Company

A non-U.S. corporation will be a PFIC for U.S. federal income tax purposes if either (i) at least 75% of its gross income in a taxable year, including its pro rata share of the gross income of any corporation in which it is considered to own at least 25% of the shares by value, is passive income or (ii) at least 50% of its assets in a taxable year (ordinarily determined based on fair market value and averaged quarterly over the year), including its pro rata share of the assets of any corporation in which it is considered to own at least 25% of the shares by value, are held for the production of, or produce, passive income. Passive income generally includes, among other things, dividends, interest, rents and royalties (other than rents or royalties derived from the active conduct of a trade or business) and gains from the disposition of assets giving rise to passive income. Cash is generally treated as a passive asset for these purposes.

We believe that we did not qualify for the PFIC “start-up exception” (as described in our IPO prospectus under the caption “Taxation—United States Federal Income Tax Considerations—Passive Foreign Investment Company Rules”) for our taxable year ended December 31, 2021. Therefore, we believe that we were a PFIC for our taxable years ended December 31, 2021 and December 31, 2022 and expect to be a PFIC for our taxable year ending December 31, 2023. In addition, if our business combination is completed during any taxable year of ours ending after December 31, 2023, it is possible that we will be a PFIC for that taxable year (and possibly subsequent taxable years), depending on the timing and structure of the business combination and the nature and value of the income and assets of the company with which we combine, the details of which are currently unknown.

Accordingly, if you did not make either a timely mark-to-market election or a qualified electing fund (“QEF”) election for our first taxable year as a PFIC in which you owned (or were deemed to own) Class A ordinary shares, as described below, you generally will be subject to special rules with respect to (i) any gain recognized on the sale or other disposition of your Class A Ordinary Shares, which would include a redemption that is treated as a sale or exchange under the rules discussed above, and (ii) any “excess distribution” made to you (generally, any distributions to you during a taxable year that are greater than 125% of the average annual distributions received by you in respect of the Class A Ordinary Shares during the three preceding taxable years or, if shorter, your holding period for the Class A Ordinary Shares), which should include a redemption that is treated as a corporate distribution under the rules discussed above.

Under these rules:

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Tax Reporting and Backup Withholding

Proceeds from the redemption of our Class A Ordinary Shares may be subject to information reporting to the IRS and possible U.S. backup withholding. Backup withholding will not apply, however, if you furnish a correct taxpayer identification number and make other required certifications, or are otherwise exempt from backup withholding and establish your exempt status.

Backup withholding is not an additional tax. Amounts withheld as backup withholding may be credited against your U.S. federal income tax liability, and you generally may obtain a refund of any excess amounts withheld under the backup withholding rules by timely filing the appropriate claim for refund with the IRS and furnishing any required information.

The U.S. federal income tax discussion set forth above is included for general information only and may not be applicable depending upon your particular situation. You should consult your tax adviser with respect to the tax consequences of the redemption of our Class A Ordinary Shares in connection with the Extension Amendment Proposal, including the tax consequences under state, local, estate, non-U.S. and other laws and tax treaties and the possible effects of changes in U.S. or other tax laws.

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BUSINESS OF THE COMPANY AND CERTAIN INFORMATION ABOUT THE COMPANY

References in this section to “we,” “our” or “us” refer to the Target Global Acquisition I Corp.

The Company is a blank check company incorporated on February 2, 2021 as a Cayman Islands exempted company and formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar Business Combination with one or more businesses. The Company has not engaged in any operations nor generated any revenue to date. Based on its business activities, the Company is a “shell company” as defined under the Exchange Act because the Company has no operations and nominal assets consisting almost entirely of cash. For additional information, see the information set forth under the caption “Item 1. Business” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, as filed with the SEC on March 28, 2023.

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BENEFICIAL OWNERSHIP OF SECURITIES

The following table sets forth information regarding the beneficial ownership of the Company’s Ordinary Shares as of the date of this proxy statement, based on information obtained from the persons named below, with respect to the beneficial ownership of the Company’s Ordinary Shares, by:

Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if such person possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within 60 days.

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RELATED PARTY TRANSACTIONS

Founder Shares

On February 2, 2021, an affiliate of our Sponsor paid $25,000 to cover certain of our expenses in consideration for 7,187,500 Class B ordinary shares, par value $0.0001. 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. Such shares were subsequently transferred to our Sponsor in exchange for $25,000, or approximately $0.004 per share. Prior to the completion of our IPO, our Sponsor transferred 25,000 Class B ordinary shares to each of our independent directors and 100,000 Class B ordinary shares to each of our CEO Shmuel Chafets and our Chairman Dr. Gerhard Cromme.

On July 11, 2023, the Company issued an aggregate of 5,347,415 Class A ordinary shares, par value $0.0001 per share to the Holders, upon the Conversion of an equal number of the Company’s Class B ordinary shares, par value $0.0001 per share, held by the Holders. The 5,347,415 Class A Ordinary Shares issued in connection with the Conversion are subject to the same restrictions as applied to the Class B Ordinary Shares before the Conversion, including, among other things, (i) certain transfer restrictions, (ii) waiver of redemption rights, (iii) waiver of rights to receive liquidating distributions from the Trust Account and (iv) the obligation to vote in favor of a Business Combination as described in the prospectus for the Company’s Initial Public Offering. In addition, following the Conversion, certain additional restrictions pursuant to Regulation S of the Securities Act apply to the Class A Ordinary Shares of the Holders.

Private Placement Warrants

Our Sponsor purchased an aggregate of 6,666,667 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 in the aggregate, in a private placement that occurred simultaneously with the closing of our IPO. On December 29, 2021, concurrently with the exercise of the over-allotment option, we completed the private sale of 397,242 additional private placement warrants to our Sponsor at a purchase price of $1.50 per warrant, generating additional gross proceeds to the Company of $595,863.

The private placement warrants are identical to the warrants sold in our IPO except that the private placement warrants (i) may not, subject to certain limited exceptions, be transferred, assigned or sold by the holders, (ii) may be exercised by the holders on a cashless basis and (iii) will be entitled to registration rights. The private placement warrants (including the Class A ordinary shares issuable upon exercise thereof) may not, subject to certain limited exceptions, be transferred, assigned or sold by the holder.

Administrative Services Fee

We currently maintain our executive offices 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 included in the $10,000 per month fee we pay to our Sponsor for office space, administrative and support services. Upon completion of our Business Combination or our liquidation, we will cease paying these monthly fees.

Promissory Notes

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. The loans under this initial promissory note 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.

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In addition, the Company and the Sponsor entered into the following promissory notes, all of which were fully drawn and outstanding as of September 30, 2023:

Prior Contribution

The Company’s prospectus for its IPO and its Articles initially provided that the Company had until 18 months from the closing of the offering (until June 13, 2023) or up to 24 months from the closing of its IPO (until December 13, 2023) to complete a Business Combination. On June 2, 2023, the Company’s shareholders approved an amendment of the Company’s Articles to extend the date by which the Company had to consummate a Business Combination from June 13, 2023 to September 13, 2023 and to allow the Company, without another shareholder vote, to elect to further extend the termination date to consummate a Business Combination on a monthly basis for up to six times by an additional one month each time after the September 13, 2023, by resolution of the Board, if requested by the Sponsor, and upon two days’ advance notice prior to the applicable termination date, until March 13, 2024, provided that (i) the Sponsor (or its affiliates or designees) deposited into the Trust Account as a Prior Contribution, one business day following the public announcement by the Company disclosing that the Board has determined to extend the date by which the Company must consummate a Business Combination for an additional month, with respect to each such monthly extension, an amount equal to the lesser of (x) $90,000 or (y) $0.028 per public share multiplied by the number of public shares outstanding, in exchange for a non-interest bearing, unsecured convertible promissory note to the Sponsor repayable by the Company upon consummation of a Business Combination and (ii) the procedures relating to any such extension, as set forth in the Trust Agreement, shall have been complied with.

The Company’s shareholders approved the Prior Extension on June 2, 2023 and an aggregate of 16,994,128 Public Shares were validly tendered for redemption, leaving an aggregate of 4,495,530 Public Shares outstanding. On each of September 11, 2023, October 11, 2023 and November 11, 2023, the Sponsor made a Prior Contribution of $90,000 to the Company for each such monthly extension. The Company expects that the Sponsor will make an additional such Prior Contribution on or around December 11, 2023. Accordingly, the Termination Date is expected to be January 13, 2024 under the current Articles.

Working Capital Loans

In addition, in order to finance transaction costs in connection with an intended Business Combination, our Sponsor or an affiliate of the Sponsor, or certain of the our 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.

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In the event that the initial Business Combination does not close, we 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, 2023 and December 31, 2022, the Company had no borrowings under the Working Capital Loans.

Registration and Shareholder Rights Agreement

We entered into a registration and shareholder rights agreement pursuant to which our Sponsor is entitled to certain registration rights with respect to the Private Placement Warrants, the securities issuable upon conversion of Working Capital Loans and extension loans (if any) and the Class A ordinary shares issuable upon exercise of the foregoing and upon conversion of the Class B Ordinary Shares, and, upon consummation of our Business Combination, to nominate three individuals for appointment to our Board, as long as the Sponsor holds any securities covered by the registration and shareholder rights agreement.

Related Party Policy

The audit committee of our Board adopted a charter, providing for the review, approval and/or ratification of “related party transactions,” which are those transactions required to be disclosed pursuant to Item 404 of Regulation S-K as promulgated by the SEC, by the audit committee. At its meetings, the audit committee shall be provided with the details of each new, existing, or proposed related party transaction, including the terms of the transaction, any contractual restrictions that the Company has already committed to, the business purpose of the transaction, and the benefits of the transaction to the Company and to the relevant related party. Any member of the committee who has an interest in the related party transaction under review by the committee shall abstain from voting on the approval of the related party transaction, but may, if so requested by the chairman of the committee, participate in some or all of the committee’s discussions of the related party transaction. Upon completion of its review of the related party transaction, the committee may determine to permit or to prohibit the related party transaction.

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FUTURE SHAREHOLDER PROPOSALS

If the Extension Amendment Proposal, the Trust Amendment Proposal, the Director Appointment Proposal and the Auditor Ratification Proposal are approved at the Shareholder Meeting, we anticipate that we will hold another extraordinary general meeting before the Articles Extension Date or the Additional Articles Extension Date (if applicable) to consider and vote upon approval of a business combination agreement and a Business Combination. If the Extension Amendment Proposal or the Trust Amendment Proposal are not approved, or if they are approved but we do not consummate a Business Combination before the Articles Extension Date or Additional Articles Extension Date (if applicable), the Company will liquidate and dissolve.

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HOUSEHOLDING INFORMATION

Unless the Company has received contrary instructions, the Company may send a single copy of this proxy statement to any household at which two or more shareholders reside if the Company believes the shareholders are members of the same family. This process, known as “householding,” reduces the volume of duplicate information received at any one household and helps to reduce the Company’s expenses. However, if shareholders prefer to receive multiple sets of the Company’s disclosure documents at the same address this year or in future years, the shareholders should follow the instructions described below. Similarly, if an address is shared with another shareholder and together both of the shareholders would like to receive only a single set of the Company’s disclosure documents, the shareholders should follow these instructions:

If the shares are registered in the name of the shareholder, the shareholder should contact us at our offices at 23 Lime Tree Bay Avenue, Grand Cayman, KY1-1002, Cayman Islands, to inform us of his or her request; or

If a bank, broker or other nominee holds the shares, the shareholder should contact the bank, broker or other nominee directly.

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WHERE YOU CAN FIND MORE INFORMATION

The Company files reports (including the Company’s Annual Report on Form 10-K for the year ended December 31, 2022), proxy statements and other information with the SEC as required by the Exchange Act. You may access information on the Company at the SEC website, which contains reports, proxy statements and other information, at: http://www.sec.gov.

This proxy statement is available without charge to shareholders of the Company upon written or oral request. If you would like additional copies of this proxy statement or if you have questions about the proposals to be presented at the Shareholder Meeting, you should contact the Company in writing at 23 Lime Tree Bay Avenue, Grand Cayman, KY1-1002, Cayman Islands.

If you have questions about the proposals or this proxy statement, would like additional copies of this proxy statement, or need to obtain proxy cards or other information related to the proxy solicitation, please contact Morrow Sodali, the proxy solicitor for the Company, by calling (800) 662-5200 (toll-free), or banks and brokers can call (203) 658-9400, or by emailing TGAA.info@investor.morrowsodali.com. You will not be charged for any of the documents that you request.

To obtain timely delivery of the documents, you must request them no later than three business days before the date of the Shareholder Meeting, or no later than December 12, 2023.

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Annex A

PROPOSED AMENDMENTS TO THE

AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

OF

TARGET GLOBAL ACQUISITION I CORP,

AS AMENDED ON JUNE 2, 2023

TARGET GLOBAL ACQUISITION I CORP

(the “Company”)

RESOLUTIONS OF THE SHAREHOLDERS OF THE COMPANY

FIRST, RESOLVED, as a special resolution THAT, effective immediately, the Amended and Restated Memorandum and Articles of Association of the Company, as amended on June 2, 2023, be further amended by:

“In the event that the Company does not consummate a Business Combination within 21 months from the consummation of the IPO, the Company shall have the right, but not the obligation, to extend the period of time to consummate a Business Combination, without a shareholder vote, on a monthly basis for up to six times by an additional one month each time after September 13, 2023, by resolution of the Company’s board of Directors, if requested by the Sponsor, and upon two calendar days’ advance notice prior to the applicable deadline, until March 13, 2024, provided that (i) the Sponsor (or its affiliates or designees) will deposit into the Trust Account as a loan (a “Contribution,” and the Sponsor, its affiliate or designee making such Contribution, a “Contributor”), one business day following the public announcement by the Company disclosing that the Board has determined to extend the date by which the Company must consummate a Business Combination for an additional month, with respect to each such monthly extension, an amount equal to the lesser of (x) $90,000 or (y) $0.028 per public share multiplied by the number of public shares outstanding, in exchange for a non-interest bearing, unsecured convertible promissory note to the Contributor repayable by the Company upon consummation of a Business Combination and (ii) the procedures relating to any such extension, as set forth in the Trust Agreement, shall have been complied with. Such loans may be converted into warrants of the post-business combination entity, which shall have terms identical to the private placement warrants issued to the Sponsor in connection with the Company’s IPO, each exercisable for one Class A ordinary share at a purchase price of $11.50 per share, at a price of $1.50 per warrant at the option of the Contributor. If the Company does not consummate a Business Combination by the extended date(s), any such promissory notes will be repaid only from funds held outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven.”

and replacing it with the following:

“In the event that the Company does not consummate a Business Combination by May 8, 2024, the Company shall have the right, but not the obligation, to extend the period of time to consummate a Business Combination, without a shareholder vote, on a monthly basis for up to seven times by an additional one month each time after May 8, 2024, by resolution of the Company’s board of Directors, if requested by the Sponsor, and upon two calendar days’ advance notice prior to the applicable deadline, until December 8, 2024, provided that (i) the Sponsor (or its affiliates or designees) will deposit into the Trust Account as a loan (a “Contribution,” and the Sponsor, its affiliate or designee making such Contribution, a “Contributor”), one business day following the public announcement by the Company disclosing that the Board has determined to extend the date by which the Company must consummate a Business Combination for an additional month, with respect to each such monthly extension, an amount equal to $90,000, in exchange for a non-interest bearing, unsecured convertible

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promissory note to the Contributor repayable by the Company upon consummation of a Business Combination and (ii) the procedures relating to any such extension, as set forth in the Trust Agreement, shall have been complied with. Such loans may be converted into warrants of the post-business combination entity, which shall have terms identical to the private placement warrants issued to the Sponsor in connection with the Company’s IPO, each exercisable for one Class A ordinary share at a purchase price of $11.50 per share, at a price of $1.50 per warrant at the option of the Contributor. If the Company does not consummate a Business Combination by the extended date(s), any such promissory notes will be repaid only from funds held outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven.”

“In the event that the Company does not consummate a Business Combination within 21 months from the consummation of the IPO (or up to 27 months, if such date is extended in accordance with the Articles), the Company shall:

and replacing it with the following:

“In the event that the Company does not consummate a Business Combination by May 8, 2024 (or December 8, 2024, if such date is extended in accordance with the Articles), the Company shall:

“In the event that any amendment is made to the Articles:

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each holder of Public Shares who is not the Sponsor, a Founder, Officer or Director shall be provided with the opportunity to redeem their Public Shares upon the approval or effectiveness of any such amendment at a per-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 the Company to pay its taxes, divided by the number of then outstanding Public Shares.

Notwithstanding the foregoing or any other provisions of the Articles, in the event that the Company has not consummated a Business Combination within twenty-one months from the closing of the IPO, the Company may, without another shareholder vote, elect to extend the date to consummate the Business Combination on a monthly basis for up to six times by an additional one month each time after the twenty-first month from the closing of the IPO, by resolution of the Directors, if requested by the Sponsor in writing, and upon two calendar days’ advance notice prior to the applicable Termination Date, until twenty-seven months from the closing of the IPO.”

and replacing it with the following:

“In the event that any amendment is made to the Articles:

each holder of Public Shares who is not the Sponsor, a Founder, Officer or Director shall be provided with the opportunity to redeem their Public Shares upon the approval or effectiveness of any such amendment at a per-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 the Company to pay its taxes, divided by the number of then outstanding Public Shares.

Notwithstanding the foregoing or any other provisions of the Articles, in the event that the Company has not consummated a Business Combination by May 8, 2024, the Company may, without another shareholder vote, elect to extend the date to consummate the Business Combination on a monthly basis for up to seven times by an additional one month each time after May 8, 2024, by resolution of the Directors, if requested by the Sponsor in writing, and upon two calendar days’ advance notice prior to the applicable Termination Date, until December 8, 2024.”; and

SECOND, RESOLVED, as a special resolution THAT, effective immediately, the Amended and Restated Memorandum and Articles of Association of the Company, as amended on June 2, 2023, be further amended by:

(a) amending Article 49.11 by deleting the following:

“Except in connection with the conversion of Class B Shares into Class A Shares pursuant to Article 17 where the holders of such Shares have waived any right to receive funds from the Trust Fund, after the issue of Public Shares, and prior to the consummation of a Business Combination, the Company shall not issue additional Shares or any other securities that would entitle the holders thereof to: (a) receive funds from the Trust Account; or (b) vote as a class with Public Shares on a Business Combination or on any other proposal presented to Members prior to or in connection with the consummation of a Business Combination or to approve an amendment to the Memorandum or Articles to (i) extend the

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time the Company has to consummate a Business Combination beyond 21 months (or 27 months, if applicable under the provisions of this Article 49) from the consummation of the IPO or (ii) amend the foregoing provisions of this Article 49.11.”

and replacing it with the following:

“Except in connection with the conversion of Class B Shares into Class A Shares pursuant to Article 17 where the holders of such Shares have waived any right to receive funds from the Trust Fund, after the issue of Public Shares, and prior to the consummation of a Business Combination, the Company shall not issue additional Shares or any other securities that would entitle the holders thereof to: (a) receive funds from the Trust Account; or (b) vote as a class with Public Shares on a Business Combination or on any other proposal presented to Members prior to or in connection with the consummation of a Business Combination or to approve an amendment to the Memorandum or Articles to (i) extend the time the Company has to consummate a Business Combination beyond May 8, 2024 (or December 8, 2024, if applicable) under the provisions of this Article 49 or (ii) amend the foregoing provisions of this Article 49.11.”

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Annex B

FORM OF AMENDMENT NO. 3 TO INVESTMENT MANAGEMENT TRUST AGREEMENT

THIS AMENDMENT NO.3 TO INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment Agreement”), dated as of             , 2023, is made by and between Target Global Acquisition I Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”), and amends that certain Investment Management Trust Agreement, dated as of December 8, 2021 (as amended on June 6, 2023 and November 29, 2023, the “Trust Agreement”), by and between the Company and the Trustee. Capitalized terms used but not defined in this Amendment Agreement have the meanings assigned to such terms in the Trust Agreement.

WHEREAS, following the closing of the Company’s initial public offering of 21,489,658 units, including the subsequent exercise of the underwriters’ over-allotment option (the “Offering”), and concurrent sales of an aggregate of 7,063,909 private placement warrants, which includes the additional private sale conducted in connection with the subsequent exercise of the underwriters’ over-allotment option, to Target Global Sponsor Ltd. (the “Private Placement Warrants”), a total of $219,194,512 of the net proceeds from the Offering and the sale of the Private Placement Warrants was placed in the Trust Account as of December 29, 2021;

WHEREAS, Section 1(i) of the Trust Agreement provides that the Trustee is to liquidate the Trust Account and distribute the Property in the Trust Account, including interest earned on the invested funds held in the Trust Account and not previously released to the Company to pay its franchise and income taxes (less up to $100,000 of interest that may be released to the Company to pay dissolution expenses) (x) upon receipt of, and only in accordance with, the terms of a Termination Letter in a form substantially similar to that attached to the Trust Agreement as Exhibit A or Exhibit B, as applicable, or (y) the later of (1) 21 months after the closing of the Offering and (2) such later date upon an Extension effectuated pursuant to the terms of the Trust Agreement;

WHEREAS, Section 6(c) of the Trust Agreement provides that the Trust Agreement may only be amended by a writing signed by each of the Company and the Trustee with the affirmative vote of sixty-five percent (65%) of the then-outstanding shares of the Ordinary Shares and the Company’s Class B Ordinary Shares;

WHEREAS, at an extraordinary meeting of the shareholders of the Company held on June 2, 2023, the Company’s shareholders approved a proposal to amend the Company’s amended and restated memorandum and articles of association giving the Company the right to extend (the “Prior Extension”) the date by which the Company had to consummate a Business Combination from June 13, 2023 to September 13, 2023 and to allow the Company, without another shareholder vote, to elect to further extend the termination date to consummate a Business Combination on a monthly basis for up to six times by an additional one month each time after the September 13, 2023, by resolution of the Board, if requested by the Sponsor, and upon two days’ advance notice prior to the applicable termination date, until March 13, 2024, provided that the Sponsor (or its affiliates or designees) deposited into the Trust Account as a loan (a “Prior Contribution”), one business day following the public announcement by the Company disclosing that the Board has determined to extend the date by which the Company must consummate a Business Combination for an additional month, with respect to each such monthly extension, an amount equal to the lesser of (x) $90,000 or (y) $0.028 per public share multiplied by the number of public shares outstanding, in exchange for a non-interest bearing, unsecured convertible promissory note to the Sponsor repayable by the Company upon consummation of a Business Combination;

WHEREAS, the Company’s shareholders approved the Prior Extension on June 2, 2023 and an aggregate of 16,994,128 Public Shares were validly tendered for redemption, leaving an aggregate of 4,495,530 Public Shares outstanding. On each of September 11, 2023, October 11, 2023 and November 11, 2023, the Sponsor made a Prior Contribution of $90,000 to the Company for each such monthly extension. The Company expects that the Sponsor will make an additional such Prior Contribution on or around December 11, 2023. Accordingly, the Termination Date is expected to be January 13, 2024 under the Company’s current amended and restated memorandum and articles of association;

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WHEREAS, at an extraordinary meeting of the shareholders of the Company held on or about the date hereof (the “Meeting”), at least sixty-five percent (65%) of the then-outstanding shares of the Ordinary Shares and the Company’s Class B Ordinary Shares have voted to approve this Amendment Agreement;

WHEREAS, at the Meeting, the shareholders of the Company also voted to approve an amendment and restatement of the Company’s memorandum and articles of association (as so amended and restated, the “Restated Articles”) to extend the date by which the Company has to consummate a business combination from January 13, 2024 to May 8, 2024 and to allow the Company, without another shareholder vote, to elect to further extend the termination date on a monthly basis for up to seven times by an additional one month each time after May 8, 2024, by resolution of the Company’s board of directors, if requested by Target Global Sponsor Ltd., and upon two calendar days’ advance notice prior to the applicable termination date, until December 8, 2024, unless the closing of a Business Combination shall have occurred prior thereto; and

WHEREAS, each of the Company and the Trustee desires to amend the Trust Agreement as provided herein.

NOW, THEREFORE, in consideration of the mutual agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:

1. Amendment to the Trust Agreement. (a) Effective as of the execution hereof, the fourth recital of the Trust Agreement is hereby amended and restated in its entirety as follows:

“WHEREAS, if a Business Combination is not consummated by May 8, 2024 in accordance with the Company’s Restated Articles, the Company may, by resolution of the Board, if requested by the Sponsor, and upon two calendar days’ advance notice prior to the Applicable Deadline, extend the date by which the Company has to consummate a Business Combination (the “Termination Date”) up to seven times with each extension being one month (each, an “Extension”, and each extended Termination Date, an “Applicable Deadline”) for up to a maximum of seven months in the aggregate from May 8, 2024, subject to the Company’s sponsor Target Global Sponsor Ltd. (the “Sponsor”), its affiliates or designees depositing into the Trust Account, with respect to each Extension, an amount of $90,000, no later than one business day following the public announcement by the Company disclosing that the Company’s board of directors has determined to extend the Termination Date for an additional month;”

(b) Effective as of the execution hereof, Section 1(i) of the Trust Agreement is hereby amended and restated in its entirety as follows:

“(i) Commence liquidation of the Trust Account only after and promptly after (x) receipt of, and only in accordance with the terms of, a letter from the Company (“Termination Letter”) in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, as applicable, signed on behalf of the Company by its Chief Executive Officer, Chief Financial Officer, President, Executive Vice President, Vice President, Secretary or Chairman of the board of directors of the Company (the “Board”) or other authorized officer of the Company, and, in the case of Exhibit A, acknowledged and agreed to by the Underwriters, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest earned on the funds held in the Trust Account (less taxes payable and, in the case of Exhibit B, less up to $100,000 of interest income to pay dissolution expenses), only as directed in the Termination Letter and the other documents referred to therein, or (y) upon the date which is the later of (1) May 8, 2024 and (2) such later date upon an Extension effectuated pursuant to the terms hereof and the Restated Articles if a Termination Letter has not been received by the Trustee prior to such date, in which case the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B and the Property in the Trust Account, including interest earned on the funds held in the Trust Account (less taxes payable and up to $100,000 of interest income to pay dissolution expenses), shall be distributed to the Public Shareholders of record as of such date”;

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(c) Effective as of the execution hereof, Exhibit B of the Trust Agreement is hereby amended and restated in its entirety as follows:

“EXHIBIT B

[Letterhead of Company]

[Insert date]

Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004

Attn: Francis Wolf & Celeste Gonzalez

Re: Trust Account—Termination Letter

Dear Mr. Wolf and Ms. Gonzalez:

Pursuant to Section 1(i) of the Investment Management Trust Agreement between Target Global Acquisition I Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated December 8, 2021 (as amended on June 6, 2023 and November 29, 2023, the “Trust Agreement”), this is to advise you that the Company has been unable to effect a business combination with a Target Business (the “Business Combination”) within the time frame specified in the Company’s Amended and Restated Memorandum and Articles of Association, as described in the Company’s Prospectus relating to the Offering. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.

In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account and to transfer the total proceeds into a segregated account held by you on behalf of the Beneficiaries to await distribution to the Public Shareholders. The Company has selected [    ] as the effective date for the purpose of determining when the Public Shareholders will be entitled to receive their share of the liquidation proceeds. You agree to be the Paying Agent of record and, in your separate capacity as Paying Agent, agree to distribute said funds directly to the Company’s Public Shareholders in accordance with the terms of the Trust Agreement and the Amended and Restated Memorandum and Articles of Association of the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated, except to the extent otherwise provided in Section 1(i) of the Trust Agreement.

cc: UBS Securities LLC”

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(c) Effective as of the execution hereof, Exhibit E of the Trust Agreement is hereby amended and restated in its entirety as follows:

“EXHIBIT E

[Letterhead of Company]

[Insert date]

Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004

Attn: [    ]

Re: Trust Account – Extension Letter

Mr./Ms. [    ]:

Pursuant to Section 1(i) of the Investment Management Trust Agreement between Target Global Acquisition I Corp. (the “Company”) and Continental Stock Transfer & Trust Company, dated as of December 8, 2021 (as amended on June 6, 2023 and November 29, 2023, the “Trust Agreement”), this is to advise you that the Company is extending the time available to consummate a Business Combination for an additional one (1) month, from [    ] to [    ] (the “Extension”).

This Extension Letter shall serve as the notice required with respect to the Extension prior to the Applicable Deadline. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.

In accordance with the terms of the Trust Agreement, we hereby authorize you to deposit $[                ], which will be wired to you, into the Trust Account investments upon receipt.

This is the [    ] of up to seven Extension Letters.

cc: UBS Securities LLC”

2. No Further Amendment. The parties hereto agree that except as provided in this Amendment Agreement, the Trust Agreement shall continue unmodified, in full force and effect and constitute legal and binding obligations of all parties thereto in accordance with its terms. This Amendment Agreement forms an integral and inseparable part of the Trust Agreement.

3. References.

(a) All references to the “Trust Agreement” (including “hereof,” “herein,” “hereunder,” “hereby” and “this Agreement”) in the Trust Agreement shall refer to the Trust Agreement as amended by this Amendment Agreement. Notwithstanding the foregoing, references to the date of the Trust Agreement (as amended hereby), and references in the Trust Agreement to “the date hereof,” “the date of this Trust Agreement” and terms of similar import shall in all instances continue to refer to December 8, 2021.

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(b) All references to the “amended and Restated Articles of incorporation” in the Trust Agreement (as amended by this Amendment Agreement) and terms of similar import shall mean the Restated Articles.

4. Governing Law; Jurisdiction. This Amendment Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. The parties hereto consent to the jurisdiction and venue of any state or federal court located in the City of New York, State of New York, for purposes of resolving any disputes hereunder. AS TO ANY CLAIM, CROSS-CLAIM OR COUNTERCLAIM IN ANY WAY RELATING TO THIS AGREEMENT, EACH PARTY WAIVES THE RIGHT TO TRIAL BY JURY.

5. Counterparts. This Amendment Agreement may be executed in several original or facsimile counterparts, each one of which shall constitute an original, and together shall constitute but one instrument. Counterparts may be delivered via facsimile, electronic mail (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

6. Other Miscellaneous Terms. The provisions of Sections 6(e), 6(g) and 6(i) of the Trust Agreement shall apply mutatis mutandis to this Amendment Agreement, as if set forth in full herein.

[Signature Pages Follow]

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment Agreement to be duly executed by their duly authorized representatives, all as of the day and year first above written.

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SCAN TO VIEW MATERIALS & VOTE TARGET GLOBAL ACQUISITION I CORP. A CAYMAN ISLANDS EXEMPTED COMPANY PO BOX 10176, GOVERNOR’S SQUARE 23 LIME TREE BAY AVENUE GRAND CAYMAN, KY1-1002 CAYMAN ISLANDS VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. During The Meeting - Go to www.virtualshareholdermeeting.com/TGAA2023SM2 You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. V26642-TBD TARGET GLOBAL ACQUISITION I CORP. For Against Abstain THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSALS 1, 2, 3, 4 AND 5 1. The Extension Amendment Proposal: To amend, by way of special resolution, the Company’s amended and restated memorandum and articles of association (the “Articles”) to extend the date (the “Termination Date”) by which the Company has to consummate a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving the Company (a “Business Combination”) (the “Extension Amendment”) from January 13, 2024 (the “Original Termination Date”) to May 8, 2024 (the “Articles Extension Date”) and to allow the Company, without another shareholder vote, to elect to further extend the Termination Date to consummate a Business Combination on a monthly basis for up to seven times by an additional one month each time after the Articles Extension Date, by resolution of the Company’s board (the “Board”) of directors, if requested by Target Global Sponsor Ltd., a Cayman Islands exempted company limited by shares, and upon two calendar days’ advance notice prior to the applicable Termination Date, until December 8, 2024 (each, an “Additional Articles Extension Date”), unless the closing of a Business Combination shall have occurred prior thereto. ! ! ! 2. The Trust Amendment Proposal: To amend, by the affirmative vote of at least sixty-five percent (65%) of the votes cast of the then issued and outstanding Class A Ordinary Shares and Class B Ordinary Shares, voting together as a single class, that certain investment management trust agreement, dated December 8, 2021 (as amended from time to time), by and between the Company and Continental Stock Transfer & Trust Company, as trustee (“Continental”), to change the date on which Continental must commence liquidation of the trust account established in connection with the IPO to the earliest of (i) the Company’s completion of a business combination; (ii) the Articles Extension Date and (iii) the Additional Articles Extension Dates. ! ! ! 3. The Director Appointment Proposal: To re-appoint, by way of ordinary resolution of the holders of the Class B Ordinary Shares of the Company, each of Mr. Jeffrey Clarke and Mr. Michael Abbott as Class I directors on the Company’s Board to serve until the 2026 annual general meeting of shareholders, until their respective successors are duly appointed and qualified, or until their earlier death, resignation or removal. Only holders of Class B Ordinary Shares are entitled to vote on the Director Appointment Proposal. ! ! ! 4. The Auditor Ratification Proposal: To ratify, by way of ordinary resolution, the selection by the Company’s audit committee of Marcum LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2023. ! ! ! 5. The Adjournment Proposal: To adjourn, by way of ordinary resolution, the Shareholder Meeting to a later date or dates, if necessary, (i) to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Shareholder Meeting, there are insufficient Class A Ordinary Shares and Class B Ordinary Shares in the capital of the Company represented (either in person or virtually, or by proxy) to approve the Extension Amendment Proposal, the Trust Amendment Proposal, the Director Appointment Proposal or the Auditor Ratification Proposal, (ii) if the holders of Public Shares have elected to redeem an amount of shares in connection with the Extension Amendment such that the Company would not adhere to the continued listing requirements of the Nasdaq Stock Market LLC, or (iii) if the Board determines before the Shareholder Meeting that it is not necessary or no longer desirable to proceed with the other proposals. ! ! ! Signature should agree with name printed hereon. If shares are held in the name of more than one person, EACH joint owner should sign. Executors, administrators, trustees, guardians, and attorneys should indicate the capacity in which they sign. Attorneys should submit powers of attorney.

Important Notice Regarding the Availability of Proxy Materials for the Extraordinary General Meeting:The Notice of Extraordinary General Meeting and the accompanying Proxy Statement are availableat www.proxyvote.com. V26643-TBD TARGET GLOBAL ACQUISITION I CORP. EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON DECEMBER 15, 2023 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. The undersigned, revoking any previous proxies relating to these shares, hereby acknowledges receipt of the Notice and Proxy Statement, dated December 4, 2023, in connection with the extraordinary general meeting in lieu of an annual general meeting (the “Shareholder Meeting”) of Target Global Acquisition I Corp. (“Company”) to be held at 12:00 p.m. Eastern Time on December 15, 2023, via a virtual meeting, and hereby appoints Shmuel Chafets and Heiko Dimmerling, and each of them (with full power to act alone), the attorneys and proxies of the undersigned, with power of substitution to each, to vote all ordinary shares of the Company registered in the name provided, which the undersigned is entitled to vote at the Shareholder Meeting, and at any adjournments thereof, with all the powers the undersigned would have if personally present. Without limiting the general authorization hereby given, said proxies are, and each of them is, instructed to vote or act as follows on the proposals set forth in the accompanying Proxy Statement. THE SHARES REPRESENTED BY THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY. (Continued and to signed on reverse side)