Shmuel Chafets
About Shmuel Chafets
Shmuel Chafets is a current director of Target Global Acquisition I Corp. (TGAAF) and the company’s former Chief Executive Officer; he resigned the CEO role on May 31, 2024 and continued as a director thereafter . He is a controlling person of Target Global Sponsor Ltd., the company’s original sponsor, together with Yaron Valler, and thus may be deemed to share beneficial ownership of sponsor-held shares (though he disclaims beneficial ownership except for his pecuniary interest) . TGAAF is a SPAC with no operations to date; board and sponsor structures, rather than operating experience, define director responsibilities and incentives .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Target Global Acquisition I Corp. (TGAAF) | Chief Executive Officer | Resigned May 31, 2024; remained director | Transitioned CEO role to Michael Minnick; resignation was voluntary and not due to disagreement |
| Target Global Sponsor Ltd. (Original Sponsor of TGAAF) | Co-controller (with Yaron Valler) | Ongoing | Controls voting/investment discretion of sponsor-held shares; deemed shared beneficial ownership; disclaims beyond pecuniary interest |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Target Global Sponsor Ltd. | Co-controller | Ongoing | Original sponsor of TGAAF; retained significant share ownership and rights; co-sponsor with CIIG Management III LLC as of record date |
Board Governance
- Committee memberships: Audit, Compensation, and Nominating committees are comprised of independent directors (Michael Abbott, Lars Hinrichs, Sigal Regev, Jeffrey Clarke); Chafets is not listed as a member of these committees .
- Committee chairs: Audit chaired by Sigal Regev; Compensation chaired by Michael Abbott; Nominating chaired by Michael Abbott .
- Independence status: Board determined Abbott, Hinrichs, Regev, and Clarke are independent; Chafets is not listed as independent (implying not independent) .
- Attendance/engagement: Specific board meeting attendance metrics are not disclosed in the latest filings; no director-specific attendance rate provided .
- Governance structure risks: Prior to a business combination, sponsors can appoint/remove directors; original sponsor entitled to nominate three directors post-combination while it holds covered securities .
Fixed Compensation
| Component | Amount/Terms | Source |
|---|---|---|
| Annual cash retainer | $0; no cash compensation paid to directors or executive officers prior to business combination | |
| Committee membership/meeting fees | None disclosed; no cash compensation | |
| Reimbursements | Company reimbursed a sponsor affiliate for office/admin services at $10,000 per month until May 31, 2024 (not director compensation) |
Performance Compensation
| Component | Amount/Terms | Metrics/Notes |
|---|---|---|
| Equity awards (RSUs/PSUs) | None disclosed for directors/executives prior to business combination | No performance metrics tied to comp disclosed |
| Options | None disclosed for directors/executives prior to business combination | N/A |
| Company clawback policy | Executive Compensation Clawback Policy adopted Oct 2, 2023, applicable to executive officers upon restatement (Nasdaq Rule 5608 compliant) | Policy-level safeguard; no individual performance awards disclosed |
Other Directorships & Interlocks
| Entity | Role/Link | Interlock/Conflict Considerations |
|---|---|---|
| Target Global Sponsor Ltd. | Chafets co-controls sponsor; sponsor holds TGAAF shares and rights | Shared beneficial ownership; sponsor rights to nominate three directors post-combination may affect board independence |
| CIIG Management III LLC | Co-sponsor; holds 3,533,191 Class A and 17,500 Class B shares via assignment on May 31, 2024 | Co-sponsor block with original sponsor totals majority; influence over board prior to combination |
Expertise & Qualifications
- Sponsor governance and SPAC structuring: As a controlling person of the original sponsor and former CEO, Chafets has sponsor-side governance and transaction experience typical for SPAC founders .
- Venture capital affiliation of original sponsor: TGAAF founders and sponsor affiliates emphasize technology investing networks across EU/Israel (Target Global), informing target sourcing and diligence capabilities .
Equity Ownership
| Holder | Class A Shares Beneficially Owned | Class B Shares Beneficially Owned | Approx. % of Outstanding | Notes |
|---|---|---|---|---|
| Shmuel Chafets | 100,000 | — | 1.4% | Excludes any shares indirectly owned via interest in Target Global Sponsor Ltd.; resigned officer role May 31, 2024 |
| Target Global Sponsor Ltd. (co-controlled by Chafets) | 1,521,724 | 7,500 | 21.3% | Chafets and Valler have voting/investment discretion; each disclaims beneficial ownership beyond pecuniary interest |
| CIIG Management III LLC (co-sponsor) | 3,533,191 | 17,500 | 49.6% | Managed by CEO Michael Minnick; acquired shares from original sponsor; lock-up and voting obligations apply |
Related Party Transactions and Conflicts
- Founder shares and conversions: Original sponsor and insiders received founder shares at nominal cost; 5,347,415 Class B converted to Class A on July 11, 2023 with voting, redemption waiver, and liquidating distribution waivers, and obligations to vote in favor of a business combination; additional Regulation S restrictions apply .
- Share transfers: On May 31, 2024, original sponsor sold 3,533,191 Class A and 17,500 Class B shares to CIIG Management III LLC; sponsor agreed its holdings would not be subject to forfeiture beyond a specified limit .
- Office/admin reimbursements: Company reimbursed a sponsor affiliate $10,000 per month for services until May 31, 2024; directors may be reimbursed for out-of-pocket expenses related to company activities .
- Sponsor nomination rights: Original sponsor retains rights to nominate three directors post-combination while holding covered securities, potentially concentrating influence .
- Conflicts risk factors: Officers/directors (including founders/sponsor affiliates) have fiduciary/contractual duties to other entities and may face conflicts in presenting opportunities; founders’ financial interests (founder shares/warrants) can bias towards completing a combination .
Governance Assessment
- Independence and committee participation: Chafets is not identified as an independent director and is not listed on the audit, compensation, or nominating committees, reducing direct involvement in key oversight forums .
- Sponsor/control dynamics: Chafets’ co-control of the original sponsor, combined with co-sponsor CIIG’s large stake (aggregate sponsor/co-sponsor holdings exceed 70%), concentrates voting power and director appointment rights prior to combination—an investor confidence consideration in SPAC governance .
- Incentive alignment: No cash compensation is paid to directors pre-combination; founder share economics and lock-up/voting obligations create strong incentives to consummate a deal, which can align with transaction completion but may create pressure toward deal quality trade-offs .
- Related-party exposure: Sponsor-held shares and reimbursements to a sponsor affiliate indicate related-party ties; the audit committee maintains a related-party policy to review such transactions, but independence at the full board level is partly constrained by sponsor rights .
- Risk flags: Multiple fiduciary obligations across entities, sponsor nomination rights post-combination, and large sponsor/co-sponsor ownership blocks are notable governance risk indicators for potential conflicts of interest .
Note: Items such as age, education, board attendance rates, director stock ownership guidelines, and detailed incentive metrics are not disclosed in the latest proxy and 10-K.