UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~PURSUANT~~Date TOof ~~SECTION~~Report 13(Date ORof ~~15(d~~earliest event reported): May OF22, ~~THE~~2025 (May 16, 2025)

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):

May 8, 2025

TARGET GLOBAL ACQUISITION I CORP.

(Exact name of registrant as specified in its charter)

Cayman Islands		001-41135		N/A
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

PO Box 10176
Governor’s Square 23
Lime Tree Bay Avenue, Grand Cayman
KY1-1002,
Cayman Islands		KY1-1002
(Address of Principal Executive Offices)		(Zip Code)
(Address of principal executive offices)		(Zip Code)

(212) 796-4796 (Registrant’s telephone number, including area code)~~: (212) 796-4796~~

~~N/A~~Not Applicable (Former name or former address, if changed since last report)

~~(Former~~Check ~~name~~the orappropriate ~~former~~box ~~address,~~below if ~~changed~~the ~~since~~Form 8-K ~~last~~filing ~~report)~~is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☒☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A ordinary shares, par value $0.0001 per share	TGAAF	N/A
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50	TGAWF	N/A
Units, each consisting of one Class A ordinary share and one-third of one redeemable warrant	TGAUF	N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8 1.01 ~~Other~~. ~~Events~~Entry into a Material Definitive Agreement.

~~Target~~Settlement, Global Acquisition I Corp.’s (the “Company”) board of directors (the “Board”) has approved the request of the Company’s chief executive officer to extend the date by which the Company has to consummate a business combination (the “Termination ~~Date”) from May 9, 2025, for an additional month, to June 9, 2025. The Company’s Amended~~ and ~~Restated~~Mutual ~~Memorandum and Articles of Association, dated December~~Release 8, 2021, as further amended on June 2, 2023, December 15, 2023 and July 10, 2024 (the “Articles”), provides the Company the right to extend the Termination Date on a monthly basis for up to six times by an additional one month each time (each, an “Extension”), from December 9, 2024 to June 9, 2025. This is the sixth of six such additional Extensions.Agreement

~~Additional~~On ~~Information~~May 16, 2025, VenHub Global, Inc., a Delaware corporation, including, its directors, principals, and ~~Where~~stockholders (“Venhub”), SSO, LLC, a Wyoming limited liability company (“SSO”), Shahan Ohanessian, an individual, Shoushana Ohanessian, an individual (together with SSO and Shahan Ohanessian, the “Stockholders”), Target Global Acquisition I Corp., a Cayman Islands exempted company (“TGAA”), Vital Merger Sub 1 Corp., a Delaware corporation and wholly owned subsidiary of TGAA (“Merger Sub 1”), Vital Merger Sub 2 LLC, a Delaware limited liability company and wholly owned subsidiary of TGAA (“Merger Sub 2”) and CIIG Management III LLC (“CIIG Management,” and together with TGAA, Merger Sub 1, and Merger Sub 2, the “TGAA Parties” and each a “TGAA Party”) entered into a Settlement, Termination and Mutual Release Agreement (the “Settlement and Release Agreement”). Venhub, the Stockholders, and the TGAA Parties are sometimes individually referred to ~~Find~~herein Itas a “Party” and collectively as the “Parties.”

~~This~~Pursuant ~~document relates~~ to ~~a proposed transaction between~~ the ~~Company~~Settlement and ~~VenHub~~Release ~~Global~~Agreement, ~~Inc.~~the ~~(“VenHub”).~~Parties ~~This~~mutually ~~document~~agreed ~~does not constitute an offer~~ to ~~sell~~terminate orthe ~~exchange,~~Agreement orand ~~the~~Plan ~~solicitation~~ of an ~~offer to buy or exchange~~Merger, ~~any~~by ~~securities,~~and ~~nor~~among ~~shall~~Venhub ~~there~~and beTGAA ~~any sale of securities in any jurisdiction in which such offer~~Parties, ~~sale or~~ ~~exchange~~dated ~~would~~as ~~be unlawful prior to registration or qualification under the securities laws~~ of ~~any~~December ~~such~~2, ~~jurisdiction.~~2024 ~~No offer of securities shall be made except by means of a prospectus meeting~~ (the ~~requirements~~“Business ofCombination ~~the~~Agreement”) ~~Securities Act. VenHub~~ and the ~~Company~~other ~~intend~~Contracts to(as ~~file~~defined ~~a registration~~below) ~~statement~~upon ondelivery to ~~Form~~TGAA ~~S-4 that will include a proxy statement/prospectus~~ of the ~~Company.~~full ~~The~~Settlement ~~proxy~~Consideration ~~statement/prospectus~~(as ~~will be~~defined ~~sent~~below). toOn ~~all~~May ~~Company~~21, ~~shareholders.~~2025, ~~Acquiror~~the ~~also~~full ~~will~~Settlement ~~file~~Consideration ~~other~~was ~~documents~~delivered, ~~regarding~~ and the ~~proposed~~Business ~~transaction~~Combination ~~with~~Agreement, the ~~SEC.~~Insider ~~Before~~Support ~~making any voting decision~~Agreement, ~~investors~~the SSA and ~~security~~the ~~holders~~Lock-Up ofAgreement ~~Company~~(each, ~~are~~as ~~urged~~defined toin ~~read~~ the ~~registration statement, the proxy statement/prospectus~~Settlement and ~~all~~Release ~~other~~Agreement ~~relevant~~and ~~documents~~collectively ~~filed or that will be filed~~ with the ~~SEC~~Business inCombination ~~connection~~Agreement, ~~with~~ the ~~proposed~~“Contracts”) ~~transaction~~terminated asin ~~they become available~~accordance ~~because~~with ~~they~~their ~~will~~terms ~~contain~~(subject ~~important~~to ~~information~~the ~~about~~survival ~~the~~of ~~proposed~~certain ~~transaction~~confidentiality provisions).

~~Investors~~As ~~and~~consideration ~~security~~for ~~holders will be able to obtain free copies of~~ the ~~proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC by the Company through the website~~termination, ~~maintained by~~ the ~~SEC~~Parties atagreed ~~www.sec.gov.~~to ~~In addition,~~ the ~~documents~~following ~~filed~~consideration byto ~~the Company may~~ be ~~obtained~~provided ~~free~~to ofTGAA ~~charge from~~ (the ~~Company’s website~~“Settlement ~~at https~~Consideration”):~~//tgacquisition1.com/ or by written request to Acquiror at 40 West 57th Street, 29th Floor, New York, New York 10019.~~

~~Participants~~● $225,000.00 in ~~the Solicitation~~ cash;

~~VenHub~~● ~~and~~a ~~the~~secured ~~Company~~promissory ~~and~~note ~~their~~in ~~respective~~an ~~directors~~amount ~~and~~equal ~~officers may be deemed~~ to be$2,500,000 ~~participants in~~ (the ~~solicitation~~“Secured ofNote”), proxies from the Company’s shareholders in connection with the proposed transaction. Information about the Company’s directors and executive officers and their ownership of the Company’s securities is set forth in the Company’s filings with the SEC. Additional information regarding the interests of those persons and other persons who may be deemed participants in the proposed transaction may be obtained by reading the proxy statement/prospectus regarding the proposed transaction when it becomes available. You may obtain free copies of these documents as described infurther ~~the~~below; ~~preceding paragraph.~~and

1● 3,462,375 shares of Venhub common stock (the “Initial Settlement Shares”), which shall be subject to that certain Agreement Relating to Lock-Up Securities described below.

~~Forward-Looking~~The Parties ~~Statements~~also agreed to enter into that certain “Investors’ Rights Agreement”, as described in further detail below.

~~This document contains certain forward-looking statements within the~~The ~~meaning~~Settlement ofand ~~U.S.~~Release ~~federal~~Agreement ~~securities~~contains ~~laws~~mutual ~~with~~releases ~~respect~~by toall ~~the~~Parties, ~~proposed~~for ~~transaction~~all ~~between~~claims ~~VenHub~~known ~~Global, Inc. (the “Company”)~~ and ~~Target Global Acquisition I Corp. (“SPAC”)~~unknown, ~~including~~relating ~~statements~~to ~~regarding~~or ~~the~~arising ~~benefits of the transaction, the anticipated~~out ~~timing~~ of ~~the transaction~~, ~~the~~among ~~services~~other ~~offered by the Company and the markets in which it operates~~things, the ~~Company’s~~Contracts ~~business strategy~~ and the ~~Company’s~~transactions ~~projected~~contemplated ~~future results~~thereby, including its ability to operate profitably in the future, its ability to attract and retain end users, its ability to launch new generations of its products, its ability to raise additional capital and the success of any ~~future~~ ~~acquisitions,~~claim partnership and joint ventures. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “budget,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. These statements involve risks, uncertainties and other factors that ~~may~~was ~~cause actual results, levels of activity, performance,~~ or achievements to be materially different from the information expressed or implied by these forward-looking statements. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could ~~cause~~have ~~actual~~been ~~future events to differ materially from the forward-looking statements~~asserted inby ~~this~~any ~~document,~~Party ~~including but not limited to: (i) the risk that the transaction may not be completed~~ in ~~a timely manner or at all, which may adversely affect~~ the ~~price~~litigation offiled ~~SPAC’s securities, (ii) the risk that the transaction may not be completed~~ by ~~SPAC’s~~TGAA ~~business combination~~against ~~deadline~~Venhub and the ~~potential~~Stockholders ~~failure~~in ~~to obtain an extension of~~ the ~~business~~Delaware ~~combination~~Court ~~deadline if sought by SPAC, (iii) the failure to satisfy the conditions to the consummation~~ of ~~the~~Chancery. ~~transaction,~~The ~~including~~Settlement ~~the adoption of the agreement~~ and ~~plan of merger by~~ ~~the~~Release ~~shareholders~~Agreement ofalso ~~SPAC~~contains ~~and the Company and the receipt of certain governmental and regulatory approvals, (iv) the lack of~~ a ~~third~~covenant ~~party valuation in determining whether or~~ not to ~~pursue~~sue ~~the~~and ~~proposed transaction, (v) the occurrence of any event, change or~~ other ~~circumstance that~~customary ~~could give rise to the termination of the agreement and plan of merger~~terms, ~~(vi) the effect of the announcement or pendency of the transaction on the Company’s business relationships, performance,~~ and ~~business~~contains ~~generally,~~a ~~(vii)~~customary ~~risks~~trust ~~that~~account ~~the~~waiver ~~proposed transaction disrupts~~whereby ~~current~~Venhub ~~plans of the Company or diverts management’s attention from the Company’s ongoing business operations~~ and ~~potential difficulties in~~ the ~~Company’s~~Stockholders ~~employee~~agreed ~~retention~~that asthey awill ~~result~~not ofhave ~~the proposed transaction, (viii) the outcome of~~ any ~~legal proceedings that may be instituted against the Company~~right, ~~SPAC or their respective directors or officers related to the agreement and plan of merger or the proposed transaction~~title, ~~(ix)~~interest ~~the ability of the Company, SPAC~~ or aclaim ~~successor thereto to maintain the listing~~ of ~~its~~any ~~securities~~kind ~~on The Nasdaq Stock Market LLC, (x) volatility~~ in ~~the price of the securities of the Company, SPAC~~ or ~~a successor thereto due~~ to aany ~~variety of~~monies ~~factors, including changes~~ in ~~the competitive and regulated industries in which the Company plans to operate, variations in performance across competitors, changes in laws and regulations affecting the Company~~TGAA’s ~~business and changes in the combined capital structure,~~ ~~(xi)~~trust ~~the~~account ~~ability~~held tofor ~~implement~~its ~~business~~public ~~plans~~shareholders, ~~forecasts,~~ and ~~other~~have ~~expectations~~agreed ~~after~~not ~~the completion of the proposed transaction~~to, and ~~identify~~ ~~and~~waived ~~realize~~any ~~additional~~right ~~opportunities, (xii) the Company’s ability~~ to ~~increase the prices of its products (xiii) the risk that the Company may be unable to manufacture products of sufficient quality and on schedule and scale~~, ~~that~~make ~~would~~any ~~appeal~~claim toagainst asuch ~~large~~trust ~~customer~~account ~~base, and~~ (~~xiv) the risk that the Company may not be able to effectively manage its growth,~~ including ~~its~~any ~~design,~~distributions ~~research, development and maintenance capabilities~~therefrom).

2The foregoing description of the Settlement and Release Agreement does not purport to be complete and is qualified in its entirety by reference to the text of the Settlement and Release Agreement, a copy of which is filed herewith as Exhibit 10.1 and incorporated by reference herein and made a part hereof.

~~The foregoing list of factors is not exhaustive. Forward-looking statements~~Note ~~are not guarantees of future performance. You should carefully consider the foregoing factors~~ and ~~the~~Initial ~~other~~Settlement ~~risks~~Shares ~~and~~Issuance uncertainties described in the “Risk Factors” section of the registration statement on Form S-4 filed in connection with the transactions described herein, the proxy statement/prospectus discussed below, SPAC’s periodic reports and other documents filed by the Company, SPAC or a successor thereto from time to time with the U.S. Securities and Exchange Commission (the “SEC”). These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. The forward-looking statements in this communication represent the views of SPAC and the Company as of the date of this communication. Subsequent events and developments may cause that view to change. Readers are cautioned not to put undue reliance on forward-looking statements, and all forward-looking statements in this document are qualified by these cautionary statements. The Company and SPAC assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. Neither the Company nor SPAC gives any assurance that either the Company or SPAC will achieve its expectations. The inclusion of any statement in this communication does not constitute an admission by the Company or SPAC or any other person that the events or circumstances described in such statement are material.Agreement

NoThe Secured ~~Offer~~Note and Initial Settlement Shares were issued by Venhub to TGAA pursuant to the Note and Initial Settlement Shares Issuance Agreement (the “Issuance Agreement”) dated May 16, 2025 by and among Venhub and TGAA. The Issuance Agreement contains customary representations and warranties of each of Venhub and TGAA, as well as customary interim operating covenants and closing conditions, including, among other things, that (i) at any time prior to the payment in full of the Secured Note and the termination or ~~Solicitation~~expiration of the Investors’ Rights Agreement, Venhub shall not issue any new series of preferred stock and shall not take any action to amend the terms of its existing preferred stock without the requisite consent of holders of the Secured Note and the existing convertible notes; and (ii) at any time prior to the payment in full of the Secured Notes, Venhub cannot, among other things, sell, assign, transfer, or exclusively license any intellectual property that is material to its business without consent from the Requisite Holders (as defined in the Issuance Agreement) or the existing convertible note holders (provided, however, that Venhub may assign intellectual property to VenHub IP, LLC).

~~This communication is for informational purposes~~The ~~only~~foregoing ~~and~~description ~~is neither an offer to purchase, nor a solicitation~~ of ~~an offer to sell, subscribe for or buy any securities or~~ the ~~solicitation of~~Issuance ~~any~~Agreement ~~vote~~does innot ~~any~~purport ~~jurisdiction pursuant~~ to ~~the Business Combination or otherwise, nor shall there~~ be ~~any~~complete ~~sale,~~and ~~issuance~~is orqualified ~~transfer or securities~~ in ~~any~~its ~~jurisdiction~~entirety inby ~~contravention~~reference ofto ~~applicable~~the text ~~law. No offer~~ of ~~securities~~the ~~shall~~Issuance beAgreement, ~~made~~a ~~except~~copy ~~by means~~ of awhich ~~prospectus meeting~~is ~~the~~filed ~~requirements~~herewith ofas ~~Section~~Exhibit 10.2 ofand ~~the~~incorporated ~~Securities~~by ~~Act~~reference herein and ~~otherwise~~made ina ~~accordance with applicable law~~part hereof.

~~SIGNATURE~~Secured Note

~~Pursuant~~As stated above, Venhub issued to TGAA the ~~requirements~~Secured ofNote pursuant to the ~~Securities Exchange~~Issuance ~~Act~~Agreement. The Secured Note bears interest at a rate of 4.00% ~~1934~~per annum, ~~the~~in ~~registrant~~which ~~has~~all ~~duly~~interest ~~caused~~shall ~~this~~accrue ~~report~~and be capitalized (added to the principal amount) semi-annually (“PIK Interest”). Such PIK Interest shall be ~~signed~~treated onas ~~its~~principal ~~behalf~~for byall purposes under the ~~undersigned~~Secured ~~hereunto~~Note, ~~duly~~including ~~authorized~~with respect to the accrual of interest thereon.

	Target Global Acquisition I Corp.
Date: May 8, 2025	By:	/s/ Michael Minnick
	Name:	Michael Minnick
	Title:	Chief Executive Officer

The Secured Note shall mature on the earlier of (A) the date that is 5 years from the date of the Secured Note and (B) the date of any repayment, prepayment or redemption in respect of the Convertible Notes (as defined in the Secured Note).

4TGAA will have the right to cause Venhub to repurchase for cash all or a portion of the Secured Note held under the following circumstances:

●

Upon issuance of equity securities in connection with a bona fide financing transaction, such as an initial public offering, a de-SPAC transaction or a direct listing of Venhub securities;

●

Following the acquisition of a majority of Venhub’s capital stock or a similar change of control transaction; or

●

Upon Venhub raising cash proceeds from any other equity or debt financing, if the amount of such cash proceeds raised exceeds $12,500,000.

Further, if any amounts remain outstanding under the Secured Note after September 30, 2025, Venhub must repay $30,000 of the principal amount, along with accrued interest, each time Venhub receives cash deposits on five VenHub Smart Stores.

The Secured Note includes restrictive covenants that, among other things, limit the ability of Venhub to incur additional debt and limit the ability of Venhub to incur liens. The Secured Note also contains customary events of default.

To secure Venhub’s obligations under the Secured Note, Venhub granted to TGAA a security interest in its and its subsidiaries’ intellectual property and related rights, subject to certain exceptions.

The foregoing description of the Secured Note does not purport to be complete and is qualified in its entirety by reference to the text of the Secured Note, a copy of which is filed herewith as Exhibit 10.3 and incorporated by reference herein and made a part hereof.

Agreement Relating to Lock-Up Securities

In connection with the issuance of the Initial Settlement Shares, TGAA and Venhub entered into that certain Agreement Relating to Lock-Up Securities dated May 16, 2025, pursuant to which TGAA agreed not to transfer, subject to certain limited exceptions:

●

70% (or 2,423,663) of the Initial Settlement Shares in connection with an underwritten initial public offering by Venhub if requested by the underwriters, provided that (a) all of Venhub’s officers, directors and 1% or greater securityholders enter into a substantially similar lock-up agreement, (b) to the extent the underwriters provide for or grant an early release to the lock-up period to any party (other than for emergency or extreme hardship), TGAA and/or its permitted transferees shall also be released on a pro rata basis and (c) to the extent the lock-up agreement for the initial public offering contains staggered release dates shorter than 180 days following the initial public offering, TGAA and its permitted transferees shall be entitled to the benefits of such shorter underwriter lock-up period.

●

70% (or 2,423,663) of the Initial Settlement Shares in connection with a de-SPAC transaction in which Venhub is a party for a period of 180 days following the consummation of the initial business combination, provided that all of Venhub’s officers, directors and 5% or greater securityholders are subject to a lock-up period of equal or greater length.

The Initial Settlement Shares shall not be subject to any lock-up in connection with a direct listing initial public offering by Venhub.

The foregoing description of the Agreement Relating to Lock-Up Securities does not purport to be complete and is qualified in its entirety by reference to the text of the Agreement Relating to Lock-Up Securities, a copy of which is filed herewith as Exhibit 10.4 and incorporated by reference herein and made a part hereof.

Investors’ Rights Agreement

TGAA and Venhub entered into that certain Investors’ Rights Agreement dated May 16, 2025 (the “Investors’ Rights Agreement”), pursuant to which, among other things, (i) Venhub shall provide TGAA with customary demand and piggyback registration rights for the Settlement Shares (as defined below), (ii) Venhub shall grant TGAA certain information rights, including the delivery of (a) audited annual financial statements within 90 days after the end of the fiscal year, (b) unaudited quarterly financials within 45 days after the end of each fiscal quarter and (c) a statement detailing (unless otherwise contained in the Venhub financial statements), the number of shares of each class and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding, the common stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for common stock and the exchange ratio or exercise price applicable thereto, and the number of shares of issued stock options and stock options not yet issued but reserved for issuance, with Venhub able to suspend the delivery of such information starting 30 days before the filing of a registration statement if necessary to comply with SEC rules. Venhub also agreed to provide TGAA with customary co-sale rights.

In the event of a Qualifying IPO (as defined in the Investors’ Rights Agreement), TGAA agrees to forfeit 125,000 shares of common stock to Venhub (provided, however, that if such forfeiture or cancellation would result in a matchable transaction under Section 16 of the Exchange Act, TGAA shall not be required to forfeit such shares until such period where disgorgement would not result). In the event of a Qualifying de-SPAC (as defined in the Investors’ Rights Agreement), Venhub agrees to issue TGAA an additional 400,000 shares of common stock (the “Additional Settlement Shares” and together with the Initial Settlement Shares, the “Settlement Shares”). In the event of a Direct Listing (as defined in the Investors’ Rights Agreement), TGAA agrees to limit the sales of any freely tradeable shares to 20% of the Venhub’s average daily trading volume on any trailing five-day trading period.

Venhub also agreed to provide TGAA with certain additional rights, including, among other things:

●

In the event of an IPO or Direct Listing where the Venhub’s market valuation is less than $300 million, TGAA shall have weighted average anti-dilution rights, calculated using the broad-based weighted average formula;

●

In the event of a capital raise of more than $12.5 million, an IPO, Direct Listing or sale of the Venhub, the Company shall use net proceeds to satisfy its obligations under the Secured Note; and

●

In the event of a de-SPAC, 30% of the Initial Settlement Shares shall not be subject to any contractual lock-up by the SPAC and shall be registered on any registration statement in connection with the approval of the transaction and the remaining Settlement Shares shall be subject to such lock-up restrictions that are imposed on Venhub’s stockholders on a most-favored nations basis.

The foregoing description of the Investors’ Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the text of the Investors’ Rights Agreement, a copy of which is filed herewith as Exhibit 10.5 and incorporated by reference herein and made a part hereof.

Item 1.02. Termination of a Material Definitive Agreement.

The information contained in Item 1.01 of this Current Report on Form 8-K with respect to the termination of the Business Combination Agreement, the Insider Support Agreement, the SSA and the Lock-Up Agreements described above is incorporated by reference herein and made a part hereof.

Item 8.01. Other Events

On May 22, 2025, TGAA filed a notice of voluntarily dismissal with prejudice in the Delaware Court of Chancery to voluntarily dismiss with prejudice all claims that were asserted in C.A. No. 2025-0191-BWD.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1		Settlement, Termination and Mutual Release Agreement
10.2†		Note and Initial Settlement Shares Issuance Agreement
10.3†		Secured Note
10.4		Agreement Relating to Lock-Up Securities
10.5		Investors’ Rights Agreement
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

†

Certain of the exhibits and schedules to this exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2). The Registrant agrees to furnish supplementally a copy of all omitted exhibits and schedules to the SEC upon its request.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: May 22, 2025

	TARGET GLOBAL ACQUISITION I CORP.

	By:	/s/ Michael Minnick
	Name:	Michael Minnick
	Title:	Chief Executive Officer

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