Michael Minnick
About Michael Minnick
Michael Minnick is Chief Executive Officer of Target Global Acquisition I Corp. (TGAAF) since May 31, 2024; he is 59, holds an MBA from Cornell University and a BA from The University of St. Thomas . TGAAF is a SPAC with no revenues or operating history; traditional performance metrics like revenue/EBITDA growth are not applicable. As context, TGAAF’s shares were delisted from Nasdaq in December 2024 for 36‑month rule non-compliance and now trade OTC; the Class A share price was ~$11.73 on May 27, 2025 versus an estimated redemption value of ~$11.80 on June 3, 2025 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Crown Proptech Acquisitions | CEO; Principal financial and accounting officer | Jan 2023–present (CEO); Mar 2024–present (PFAO) | Led SPAC operations and finance oversight . |
| CIIG Capital Partners II (now Zapp Electric Vehicles, Inc.) | Co‑CEO and Director | Feb 2021–Apr 2023 | Completed de‑SPAC with Zapp Electric Vehicles Group Limited . |
| CIIG Merger Corp (Arrival Group) | Chief Investment Officer; Director | Dec 2019–Mar 2021 | Closed de‑SPAC with Arrival Group . |
| The Royal Bank of Scotland (RBS) | Managing Director; Head of Corporate Finance, TMT | 2004–2011 | Led corporate finance in TMT with extensive transaction volume . |
| JPMorgan Chase & Co. | Investment Banking roles (TMT; Global Syndicated Finance) | 1996–2002 | Executed advisory/debt/equity transactions . |
| Traffic Networks | Founder & CEO | 2003–2004 | Built real‑time traffic information startup for NY metro . |
| Bank of Nova Scotia | Associate, Corporate Finance & Syndications | 1994–1996 | Corporate finance/syndications work . |
| AT&T | Financial Analyst | 1989–1992 | Market analysis & forecasting within CFO division . |
External Roles
| Organization | Role | Years |
|---|---|---|
| IIG Holdings | Co‑Founder; Managing Partner | 2014–present . |
| CIIG Management III LLC | Managing member | Since inception (sponsor of TGAAF) . |
| Opus Music II LLC | Managing Partner; Co‑Founder | Dec 2024–present . |
| Opus Music Group Investments, LLC | Director; Co‑Founder; Managing Partner | Dec 2021–Aug 2024 . |
| Paystar Inc. (private FinTech) | Director | 2012–2019 . |
Fixed Compensation
TGAAF discloses no cash compensation paid to executive officers or directors prior to a business combination.
| Item | FY 2024 | Notes |
|---|---|---|
| Base salary | Not paid | “None of our executive officers or directors have received any cash compensation” . |
| Target/actual bonus | Not paid | No bonus program disclosed . |
| Administrative services | $10,000/month paid to affiliate until May 31, 2024 | Company reimbursed sponsor affiliate; accrued and reduced per Assignment Agreement . |
Performance Compensation
No RSUs/PSUs, options, or incentive plan awards are disclosed for Minnick at TGAAF; TGAAF anticipates establishing executive compensation only after a business combination.
- No equity awards (RSUs/PSUs/options) granted or outstanding; no performance metric weightings or payouts disclosed .
- Post‑combination, the board expects to develop a program aligned to shareholder value creation; specifics not set .
Equity Ownership & Alignment
| Holder | Class B Shares | Class A Shares | % of Outstanding | Notes |
|---|---|---|---|---|
| CIIG Management III LLC (managed by Michael Minnick) | 17,500 | 3,533,191 | 49.6% | Minnick may be deemed beneficial owner; voting/dispositive control; subject to founder share restrictions . |
| Michael Minnick (beneficially through CIIG III) | 17,500 | 3,533,191 | 49.6% | Disclaims beneficial ownership except to extent of pecuniary interest . |
| Target Global Sponsor Ltd. | 7,500 | 1,514,224–1,521,724 | ~21.3% | Original sponsor holdings after transfers . |
| Mizuho Financial Group | — | 426,781 | 6.0% | Public holder . |
Founder share lock‑up and transfer restrictions (alignment/vesting-like constraints):
| Instrument | Lock‑up / Release Condition | Timing |
|---|---|---|
| CIIG III/Minnick founder shares | 50% not transferable until completion of TGAAF’s initial business combination . | At closing . |
| CIIG III/Minnick founder shares | Remaining 50% not transferable until the earlier of: (A) six months after completion of the business combination or (B) if last sale price ≥ $12.00 for any 20 trading days within any 30‑day period commencing at least 150 days after the business combination (subject to adjustment) . | 6–24 months post‑close or price trigger . |
| Original Sponsor founder shares | Staggered releases: 25% at ≥$11.50, 25% at ≥$13.00 (20 of 30 trading days; ≥150 days post‑close), plus other lock‑ups . | Price & time triggers . |
Additional alignment factors:
- CIIG III contributed operating support and extension funding (e.g., $90,000 for June 2024 extension; $516,140 of operating expenses later reimbursable), signaling sponsor commitment but also creating reimbursement claims at close .
- Initial shareholders collectively control ~75.1%, can approve transactions without public shareholder votes; they waive redemptions on their holdings, reinforcing completion incentives .
Pledging/hedging:
- No hedging policy adopted; no pledging disclosures; skip if not disclosed .
Employment Terms
| Term | Detail |
|---|---|
| Start date | Appointed CEO May 31, 2024 . |
| Agreements | Indemnity agreement and Purchaser Insider Letter (modified lock‑up) signed at appointment; CIIG III joined Registration Rights Agreement . |
| Severance | None; “We are not party to any agreements… that provide for benefits upon termination” . |
| Change‑of‑control | No executive change‑of‑control economics disclosed; lock‑up terms govern transferability . |
| Clawbacks | Not disclosed . |
| Non‑compete / non‑solicit | Not disclosed . |
| Garden leave / consulting | Not disclosed; post‑combination roles possible, subject to future board decisions . |
| Stock ownership guidelines | Not disclosed . |
| Hedging policy | No hedging policy adopted . |
Related Party Transactions and Sponsor Economics
- Assignment Agreement transferred 3,533,191 Class A and 17,500 Class B shares to CIIG III; lock‑up amended; underwriter deferred fees waived in connection with the assignment .
- Administrative services: $10,000 per month to original sponsor; outstanding accrual reduced to $247,419 and expected to be paid at business combination close .
- Extension and working capital loans: contributor deposited $90,000 for extensions; December 2023 contribution note outstanding $435,000, convertible into warrants at $1.50 per warrant post‑close; up to $1.5M working capital loans may be convertible .
- CIIG III agreed to pay up to $100,000 dissolution expenses if a business combination does not occur .
Performance & Track Record
- Transaction execution: TGAAF entered into a VenHub business combination agreement in Dec 2024; litigation temporarily enjoined termination in Mar 2025; subsequently, parties mutually terminated via Settlement and Release Agreement on May 21, 2025, resetting the search under Minnick’s tenure .
- Listing status: TGAAF securities were suspended/delisted from Nasdaq on Dec 17, 2024 for 36‑month rule non‑compliance; shares now trade OTC, which may reduce liquidity and institutional interest .
- Operating metrics: As a SPAC, TGAAF has no revenues/EBITDA; going‑concern risks and PFIC status are disclosed; trust value per public share was ~$11.64 as of Dec 31, 2024 and ~$11.80 as of June 3, 2025 .
Equity Ownership & Alignment Details
| Metric | As of | Value |
|---|---|---|
| Shares outstanding | Apr 16, 2025 | 7,153,431 (7,128,431 Class A; 25,000 Class B) . |
| Insider control | Apr 16–Jun 3, 2025 | Initial shareholders and CIIG III beneficially own ~75.1% and can approve business combination without public votes; public holders retain redemption rights . |
| Share price | May 27, 2025 | $11.73 closing price . |
| Redemption price | Jun 3, 2025 | ~$11.80 per share; trust ~$21,014,983 . |
Compensation Committee & Governance
- Board composition presented; Minnick is CEO; committee specifics are not disclosed in the cited sections; executive hedging policy not adopted .
Risk Indicators & Red Flags
- Delisting risk realized; OTC trading could impair liquidity and financing options .
- Going concern and material weakness in internal controls (operating expenses/accruals, related party completeness) as of FY 2024 .
- High insider control (75.1%) may reduce minority influence; lock‑ups incentivize completion but may lead to post‑lock‑up selling pressure on price triggers .
Compensation Structure Analysis
- Cash vs equity mix: No cash pay; sponsor economics concentrated in founder shares with lock‑ups—alignment via equity but with completion incentives rather than performance metrics .
- Options vs RSUs: No RSUs/options for executives; sponsor warrants exist at the original sponsor and extension notes convertibility—these instruments can amplify sponsor upside post‑close .
- Guaranteed vs at‑risk: At‑risk predominantly through founder shares subject to lock‑up and market price thresholds ($12 for CIIG III; $11.50/$13 for original sponsor) .
- Discretionary bonuses/clawbacks: None disclosed .
- Metric targets: No revenue/EBITDA/TSR performance metrics tied to pay disclosed .
Say‑on‑Pay & Shareholder Feedback
- No say‑on‑pay votes or compensation proposals disclosed; public holders retain redemption rights during extensions and business combination votes .
Investment Implications
- Alignment: Minnick’s indirect beneficial interest through CIIG III (49.6%) and lock‑ups create strong incentives to consummate a transaction and support post‑close price performance to meet release triggers, but also concentrate control and potential supply overhang when lock‑ups expire .
- Retention risk: With no cash compensation or severance/change‑of‑control benefits, retention hinges on sponsor economics and transaction path; multiple external roles may create time allocation conflicts typical of SPAC structures .
- Trading signal: Price thresholds ($12) for release suggest potential selling pressure around those levels post‑close; delisting to OTC may depress liquidity and institutional participation, increasing volatility around redemption and lock‑up events .
- Execution risk: Prior business combination termination underscores target diligence and financing risks; insider control can facilitate approvals, but high redemptions and market conditions remain key constraints .