TGVC TG Venture Acquisition Corporation

PROXY STATEMENT

A special meeting of the stockholders (the “Special Meeting”) of TG Venture Acquisition Corp., a Delaware corporation (“we”, “us”, “our” or the “Company”), will be held on [●], 2023 at 10:00 a.m. Eastern Time, via live webcast at the following address [●], or at such other date, time and/or place as shall be determined by one or more of our executive officers, to consider and vote upon the following proposals:

Each proposal is more fully described in the accompanying proxy statement. Please carefully read each of the proposals in the accompanying proxy statement before you vote.

The purpose of the Charter Amendment Proposal and the Trust Amendment Proposal is to allow us more time to complete an initial business combination. Our Charter currently states that we have until May 5, 2023 to complete a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (a “Business Combination”).

Our board of directors (our “Board”) currently believes that there may not be sufficient time before May 5, 2023 to hold a special meeting at which to conduct a vote for the stockholder approvals required in connection with a Business Combination and consummate the closing of a Business Combination. Accordingly, our Board believes that in order for our stockholders to evaluate a Business Combination and for us to be able to potentially consummate a Business Combination, we will need to obtain the Extension. If the Charter Amendment Proposal and the Trust Amendment Proposal are approved, we would have until November 5, 2023 to complete our initial Business Combination. Approval of the Charter Amendment Proposal and the Trust Amendment Proposal are conditions to the implementation of the Extension.

Pursuant to our Charter, we are providing the holders of shares of our common stock (the “Public Shares” and such holders, the “Public Stockholders”) originally sold as part of the Units issued in our initial public offering (the “IPO”) with the opportunity to redeem, in connection with the Charter Amendment Proposal and the Trust Amendment Proposal (the “Election”), their shares for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account established by us and Continental Stock Transfer & Trust Company (“CST”) to hold the proceeds of the IPO (the “Trust Account”), including interest not previously released to us to pay its taxes, divided by the number of then outstanding Public Shares. Public Stockholders may elect to redeem their shares whether or not they are holders as of the record date and whether or not they vote “FOR” the Charter Amendment Proposal and the Trust Amendment Proposal. An Election can also be made by Public Stockholders who do not vote in person online or by proxy, or do not instruct their broker or bank how to vote at the Special Meeting. Notwithstanding the foregoing redemption rights, a Public Stockholder, together with any of his, her or its affiliates or any other person with whom he, she or it is acting in concert or as a “group” (as defined under Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming in the aggregate his, her or its shares or, if part of such a group, the group’s shares, in excess of 15% of the outstanding shares of our Class A common stock (“Class A common stock”) sold in the IPO. Holders of our outstanding warrants sold in the IPO (“Public Warrants”), which are exercisable for shares of Class A common stock under certain circumstances, do not have redemption rights in connection with the Charter Amendment Proposal and the Trust Amendment Proposal. We urge you to vote at the Special Meeting regarding the Extension.

If the Charter Amendment Proposal and the Trust Amendment Proposal are approved by the affirmative vote of holders of at least 65% of the issued and outstanding shares of common stock on at the close of business on [●], 2023, the record date for the meeting (the “Record Date”), the holders of Public Shares that do not make the Election will retain the opportunity to have their Public Shares redeemed in conjunction with the consummation of a Business Combination, subject to any limitations set forth in our Charter, as amended. In addition, Public Stockholders who do not make the Election would be entitled to have their Public Shares redeemed for cash if we have not completed a Business Combination by the Extended Date.

Tsangs Group Holdings Limited (our “Sponsor”), our officers and directors, and certain Sponsor-related parties are not entitled to redeem their shares of our Class B common stock (“Class B common stock” and those parties’ shares of Class B common stock, the “Founder Shares”) and have agreed to waive their redemption rights with respect to any Public Shares held by them in connection with a stockholder vote to approve an amendment to our Charter.

On December 5, 2022 we entered into a business combination agreement (the “Business Combination Agreement”) with The Flexi Group Limited, a business company with limited liability incorporated under the laws of the British Virgin Islands (“Flexi”), The Flexi Group Holdings Ltd, a business company with limited liability incorporated under the laws of the British Virgin Islands and a direct, wholly owned subsidiary of Flexi (“PubCo”), The Flexi Merger Co. Ltd, a business company with limited liability incorporated under the laws of the British Virgin Islands and a direct, wholly owned subsidiary of PubCo (“Target Merger Sub”), and Flexi Merger Co. LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of PubCo (“SPAC Merger Sub”), pursuant to which among other things, (i) Flexi will merge with and into Target Merger Sub, upon which the separate existence of Target Merger Sub will cease and Flexi will be the surviving corporation and a direct, wholly owned subsidiary of PubCo, and (ii) TGVC will merge with and into SPAC Merger Sub (the transactions contemplated by the Business Combination Agreement, including the mergers, the “Flexi Business Combination”), upon which the separate existence of SPAC Merger Sub will cease and TGVC will be the surviving corporation and a direct, wholly owned subsidiary of PubCo.

The Business Combination Agreement provides that completion of the Flexi Business Combination is conditioned on, among other things, us having net tangible assets of not less than $5,000,001 immediately prior to the closing of the Business Combination Agreement, after deducting (i) the amount required to satisfy our obligations to our stockholders that exercise their redemption rights, and (ii) the value of our transaction expenses (the “Net Tangible Assets Condition”). If a substantial number of Public Stockholders exercise their redemption rights and the Net Tangible Assets Condition is not satisfied, then the Business Combination Agreement could be terminated and the Flexi Business Combination may not be consummated. In addition, in no event will we redeem Public Shares in an amount that would cause our net tangible assets to be less than $5,000,001, as provided in the Charter. Consequently, we will not proceed with the Extension if redemptions of our Public Shares in connection with the Extension would cause us to have less than $5,000,001 of net tangible assets following approval of the Charter Amendment Proposal and the Trust Amendment Proposal.

The withdrawal of funds from the Trust Account in connection with the Election will reduce the amount held in the Trust Account following the Election, and the amount remaining in the Trust Account may be only a small fraction of the approximately $[●] million that was in the Trust Account as of [●], 2023. In such event, we may need to obtain additional funds to consummate a Business Combination and for our shares to be or remain listed on the Nasdaq Global Market (“Nasdaq”), and we may not have sufficient round lot holders to remain listed on Nasdaq.

If the Charter Amendment Proposal and the Trust Amendment Proposal are not approved and we do not consummate an initial Business Combination by May 5, 2023, as contemplated by our IPO prospectus and in accordance with our Charter, we 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 subject to lawfully available funds therefor, redeem 100% of the shares of Class A common stock in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including interest not previously released to us to pay our taxes (less up to $100,000 of such net interest to pay dissolution expenses) by (B) the total number of then outstanding Public Shares, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Board in accordance with applicable law, dissolve and liquidate, subject in each case to our obligations under the Delaware General Corporate Law (“DGCL”) to provide for claims of creditors and other requirements of applicable law.

There will be no redemption rights or liquidating distributions with respect to our Public Warrants or those warrants purchased by our Sponsor simultaneously with the consummation of our IPO (the “Private Placement Warrants”), which will both expire worthless in the event of our winding up. In the event of a liquidation, the holders of our Class B common stock, our Sponsor or any other holder of our Class B common stock, will not receive any monies held in the Trust Account as a result of its ownership of the Class B common stock.

Based upon the amount in the Trust Account as of [●], 2023, which was approximately $[●] million, we anticipate that the per-share price at which Public Shares will be redeemed from cash held in the Trust Account will be approximately $[●] at the time of the Special Meeting. The closing price of the Public Shares on Nasdaq on [●], 2023, was $[●]. We cannot assure stockholders that they will be able to sell their 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 our securities when such stockholders wish to sell their shares.

Under the DGCL, stockholders may be held liable for claims by third parties against a corporation to the extent of distributions received by them in a dissolution. If we comply with certain procedures set forth in Section 280 of the DGCL intended to ensure that it makes reasonable provision for all claims against it, including a 60-day notice period during which any third-party claims can be brought against us, a 90-day period during which we may reject any claims brought, and an additional 150-day waiting period before any liquidating distributions are made to stockholders, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would be barred after the third anniversary of the dissolution.

If the Charter Amendment Proposal and the Trust Amendment Proposal are approved, the approval of the Charter Amendment Proposal and the Trust Amendment Proposal will constitute consent for us to (1) remove from the Trust Account an amount (the “Withdrawal Amount”) equal to the number of Public Shares properly redeemed multiplied by the per-share price, 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 us to pay our taxes, divided by the number of then outstanding Public Shares and (2) deliver to the holders of such redeemed Public Shares their pro rata portion of the Withdrawal Amount. The remainder of such funds will remain in the Trust Account and will be available for use by us in connection with consummating an initial Business Combination on or before the Extended Date. Holders of Public Shares who do not redeem their Public Shares now will retain their redemption rights and their ability to vote on any initial Business Combination through the Extended Date if the Charter Amendment Proposal and the Trust Amendment Proposal are approved.

Our Board has fixed the close of business on [●], 2023 as the Record Date for determining our stockholders entitled to receive notice of and vote at the Special Meeting and any adjournment thereof. Only holders of record of the common stock on that date are entitled to have their votes counted at the Special Meeting or any adjournment thereof. On the Record Date of the Special Meeting, there were [●] shares of common stock outstanding, of which [●] were Public Shares and [●] were Class B common stock. Our Public Warrants do not have voting rights in connection with the Charter Amendment Proposal, the Trust Amendment Proposal or the Adjournment Proposal.

This Proxy Statement contains important information about the Special Meeting and the proposals. Please read it carefully and vote your shares.

We have engaged Okapi Partners LLC (“Okapi”) to assist in the solicitation of proxies for the Special Meeting. We have agreed to pay Okapi a fee of up to $25,000 plus Okapi’s out-of-pocket expenses. We will reimburse Okapi for reasonable out-of-pocket expenses and will indemnify Okapi and its affiliates against certain claims, liabilities, losses, damages, and expenses. We will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of shares of Public Shares for their expenses in forwarding soliciting materials to beneficial owners of Public Shares and in obtaining voting instructions from those owners. Our directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

You are not being asked to vote on a Business Combination at this time. If the Extension is implemented and you do not elect to redeem your Public Shares in connection with the Extension, you will retain the right to vote on a Business Combination when it is submitted to the Public Stockholders (provided that you are a stockholder on the Record Date for a meeting of stockholders to consider and vote on a Business Combination) and the right to redeem your Public Shares for a pro rata portion of the Trust Account in the event a Business Combination is approved and completed or we have not consummated a Business Combination by the Extended Date.

This Proxy Statement is dated [●], 2023 and is first being mailed to stockholders on or about [●], 2023.

QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING

These Questions and Answers are only summaries of the matters they discuss. They do not contain all of the information that may be important to you. You should read carefully the entire document, including the annexes to this proxy statement.

We are a blank check company formed under the laws of the State of Delaware on February 8, 2021 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar Business Combination involving us and one or more businesses. Like many blank check companies, our Charter provides for the return of the funds held in trust to the holders of Public Shares if there is no qualifying Business Combination consummated on or before a certain date, which for us is May 5, 2023. Our Board believes that it is in the best interests of the stockholders to continue our existence until November 5, 2023 to allow us more time to complete a Business Combination, as we may not be able to do so by May 5, 2023. Therefore, the Board is submitting the Charter Amendment Proposal and the Trust Amendment Proposal described in this proxy statement for the stockholders to vote upon.

This stockholder vote is important. We encourage all our stockholders to submit their completed proxy card as soon as possible after carefully reviewing this proxy statement.

While we have entered into the Business Combination Agreement with Flexi and the other parties thereto, there can be no assurance that all of the conditions precedent set forth in the Business Combination Agreement will be satisfied or that the Flexi Business Combination will be consummated. The purpose of the Adjournment Proposal, if presented, is to allow us to adjourn the Special Meeting to a later date or dates if we determine that additional time is necessary to permit further solicitation and vote of proxies in the event that there are insufficient votes to approve the Charter Amendment Proposal and Trust Amendment Proposal or if we determine that additional time is necessary to effectuate the Extension.

If the Extension is implemented, such approval will constitute consent for us to remove the Withdrawal Amount from the Trust Account, deliver to the holders of redeemed Public Shares their portion of the Withdrawal Amount and retain the remainder of the funds in the Trust Account for our use in connection with consummating a Business Combination until November 5, 2023.

We will not proceed with the Extension if redemptions of our Public Shares in connection with the Extension would cause us to have less than $5,000,001 of net tangible assets following approval of the Charter Amendment Proposal and the Trust Amendment Proposal.

If the Charter Amendment Proposal and the Trust Amendment Proposal are approved, the removal of the Withdrawal Amount from the Trust Account in connection with the Election will reduce the amount held in the Trust Account following the Election. We cannot predict the amount that will remain in the Trust Account if the Extension is approved and the amount remaining in the Trust Account may be only a fraction of the approximately $[●] million (including interest but less the funds used to pay taxes) that was in the Trust Account as of [●], 2023, which could impact our ability to consummate a Business Combination.

If the Charter Amendment Proposal and the Trust Amendment Proposal are not approved by May 5, 2023, we 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 100% of 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 us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our Board, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

Our Sponsor, officers and directors, and certain Sponsor-related parties (collectively, the “Initial Stockholders”) have waived their rights to liquidating distributions from the Trust Account with respect to any shares of any Founder Shares and any Public Shares held by them. As a consequence of such waivers, any liquidating distribution that is made will be only with respect to the Public Shares held by Public Stockholders (excluding the Initial Stockholders). There will be no distribution from the Trust Account with respect to our Public Warrants, which will expire worthless in the event we wind up.

You are not being asked to vote on any Business Combination at this time. If the Extension is implemented and you do not elect to redeem your Public Shares in connection with the Elections, you will retain the right to vote on a future Business Combination when it is submitted to stockholders and the right to redeem your Public Shares for cash from the Trust Account in the event such future Business Combination is approved and completed or we have not consummated a Business Combination by November 5, 2023.

If the Charter Amendment Proposal and the Trust Amendment Proposal are not approved, we may put the Adjournment Proposal to a vote in order to seek additional time to obtain sufficient votes in support of the Extension. If the Adjournment Proposal is not approved, our Board may not be able to adjourn the Special Meeting to a later date or dates in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Charter Amendment Proposal and the Trust Amendment Proposal.

Our Charter provides that if our stockholders approve an amendment to our Charter that would affect the substance or timing of our obligation to redeem 100% of our Public Shares if we do not complete a Business Combination before May 5, 2023, we will provide our Public Stockholders with the opportunity to redeem all or a portion of their Public Shares upon such approval 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 not previously released to us to pay our taxes, divided by the number of then outstanding Public Shares. We believe that this Charter provision was included to protect our stockholders from having to sustain their investments for an unreasonably long period if we failed to find a suitable Business Combination in the timeframe contemplated by the Charter. Our Board also believes, however, that it is in the best interests of our stockholders to provide us with additional time to complete a Business Combination.

None of the Sponsor, directors, executive officers and their affiliates currently have an intention to purchase Public Shares or Public Warrants prior to the Special Meeting. However, subject to Rule 14e-5, at any time prior to the Special Meeting, during a period when they are not then aware of any material nonpublic information regarding us or our securities, the Sponsor, directors, executive officers and their affiliates may purchase Public Shares or Public Warrants prior to the Special Meeting. The purpose of such transactions would be to increase the likelihood of satisfaction of the requirements to consummate the Business Combination, where it appears that such requirements may not otherwise be met. In the event that purchases do occur, the purchasers may seek to purchase shares from stockholders who would otherwise have voted against the proposals. If such purchases occur, our public “float” may be reduced, possibly making it difficult to obtain or maintain the quotation, listing or trading of our securities on Nasdaq or another national securities exchange. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements. To the extent that any such securities are purchased, such public securities will not be voted as required by Tender Offers and Schedules Compliance and Disclosure Interpretations Question 166.01 promulgated by the SEC. Any Public Shares held by our affiliates may be voted in favor of the proposals.

In the event that the Sponsor, directors, executive officers and their affiliates purchase Public Shares in privately negotiated transactions from Public Stockholders who have already elected to exercise their redemption rights, such selling stockholders would be required to revoke their prior elections to redeem their Public Shares. To the extent the transaction occurs following the date of this proxy statement, the purchase price of any Public Shares to be acquired by the Sponsor, directors, executive officers and their affiliates, will be at a price no higher than the redemption price offered to Public Stockholders. In addition, we will file a Current Report on Form 8-K and will file a proxy supplement, to disclose any arrangements entered into or significant purchases made by any of the aforementioned persons that would affect the vote. Any such disclosures will include descriptions of any arrangements entered into or significant purchases by any of the aforementioned persons, and will describe the material costs of such arrangements to the purchaser, as well as their potential impact to the Business Combination.

The approval of the Trust Amendment Proposal requires the affirmative vote (in person online or by proxy) of holders of at least 65% of all then outstanding shares of common stock entitled to vote thereon at the Special Meeting. A stockholder’s failure to vote by proxy or to vote in person online at the Special Meeting, an abstention from voting, or a broker non-vote will have the same effect as a vote against this proposal.

If presented, the Adjournment Proposal requires the affirmative vote of the majority of the votes cast by stockholders present in person online or represented by proxy at the Special Meeting and entitled to vote thereon.

Our Initial Stockholders have waived their rights to liquidating distributions from the Trust Account with respect to any Founder Shares and any Public Shares held by them. As a consequence of such waivers, any liquidating distribution that is made will be only with respect to the Public Shares held by the Public Stockholders (other than the Initial Stockholders). There will be no distribution from the Trust Account with respect to our Public Warrants, which will expire worthless if we wind up.

  
If the Extension is implemented, the removal of the Withdrawal Amount from the Trust Account in connection with the Election will reduce the amount held in the Trust Account. We cannot predict the amount that will remain in the Trust Account if the Extension is implemented, and the amount remaining in the Trust Account may be only a fraction of the amount that was in the Trust Account as of [●], 2023. However, we will not proceed with the Extension if redemptions of our Public Shares in connection with the Extension would cause us to have less than $5,000,001 of net tangible assets following approval of the Charter Amendment Proposal and the Trust Amendment Proposal.

Approval of the Charter Amendment Proposal requires the affirmative vote of the holders of at least 65% our issued and outstanding shares of common stock as of the Record Date for the Special Meeting.

Approval of the Trust Amendment Proposal requires the affirmative vote of the holders of at least 65% of our issued and outstanding shares of common stock as of the Record Date for the Special Meeting.

Approval of the Adjournment Proposal, if presented, requires the affirmative vote of a simple majority of the issued and outstanding shares of common stock entitled to vote, represented in person or by proxy. Accordingly, a stockholder’s failure to vote by proxy or to vote online at the Special Meeting will not be counted towards the number of shares required to validly establish a quorum, and if a valid quorum is otherwise established, it will have no effect on the outcome of any vote on the Adjournment Proposal.

With respect to the Charter Amendment Proposal and the Trust Amendment Proposal, abstentions and broker non-votes will have the same effect as “AGAINST” votes. Abstentions will be counted in connection with the determination of whether a valid quorum is established, but abstentions and broker non-votes will have no effect on the approval the Adjournment Proposal.

If your shares are held by your broker as your nominee (that is, in “street name”), you may need to obtain a proxy form from the institution that holds your shares and follow the instructions included on that form regarding how to instruct your broker to vote your shares.

Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank, or other nominee) or if you vote in person online at the Special Meeting. Abstentions and broker non-votes will be counted towards the quorum requirement but will not count as a vote cast at the Special Meeting. In the absence of a quorum, the chairman of the meeting has power to adjourn the Special Meeting.

Stockholder of Record: Shares Registered in Your Name. If on the Record Date your shares were registered directly in your name with CST, our transfer agent, then you are a stockholder of record. As a stockholder of record, you may vote in person at the Special Meeting or vote by proxy. Whether or not you plan to attend the Special Meeting in person (via the virtual meeting platform), we urge you to fill out and return the enclosed proxy card to ensure your vote is counted.

Beneficial Owner: Shares Registered in the Name of a Broker or Bank. If on the Record Date your shares were held, not in your name, but rather in an account at a brokerage firm, bank, dealer, or other similar organization, then you are the beneficial owner of shares held in “street name” and these proxy materials are being forwarded to you by that organization. As a beneficial owner, you have the right to direct your broker or other agent on how to vote the shares in your account. You are also invited to attend the Special Meeting. However, since you are not the stockholder of record, you may not vote your shares in person at the Special Meeting unless you request and obtain a valid proxy from your broker or other agent.

If your shares of our common stock are held in “street name” by a broker or other agent, you have the right to direct your broker or other agent on how to vote the shares in your account. You are also invited to attend the Special Meeting. However, since you are not the stockholder of record, you may not vote your shares in person at the Special Meeting unless you request and obtain a valid proxy from your broker or other agent.

In connection with tendering your shares for redemption, you must elect either to physically tender your share certificates to CST, our transfer agent, at Continental Stock Transfer & Trust Company, One State Street Plaza, 30th Floor, New York, New York 10004, Attn: mtumulty@continentalstock.com, at least two business days prior to the Special Meeting or to deliver your shares to the transfer agent electronically using The Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, which election would likely be determined based on the manner in which you hold your shares. The redemption rights include the requirement that you must identify yourself in writing as a beneficial holder and provide your legal name, phone number and address in in order to validly redeem your public shares.

Certificates that have not been tendered in accordance with these procedures at least two business days prior to the Special Meeting will not be redeemed for cash. Any request for redemption, once made by a Public Stockholder, may not be withdrawn once submitted to us unless our Board determines (in its sole discretion) to permit the withdrawal of such redemption request (which they may do in whole or in part). In addition, if you deliver your shares for redemption to the transfer agent and later decide prior to the Special Meeting not to redeem your shares, you may request that the transfer agent return the shares (physically or electronically). You may make such request by contacting our transfer agent at the address listed above.

Q:   What is the impact of the Inflation Reduction Act on redemptions made in connection with the Extension?

Any redemptions occurring in connection with the Extension or a subsequent Business Combination may be subject to the Excise Tax. Whether and to what extent we would be subject to the Excise Tax would depend on a number of factors, including (i) the fair market value of the redemptions in connection with the Extension or a subsequent Business Combination, (ii) the structure of any Business Combination, (iii) the nature and amount of any private investment in public equity or other equity issuances in connection with the Business Combination (or otherwise issued not in connection with the Business Combination but issued within the same taxable year of the Business Combination) and (iv) the content of regulations and other future guidance from the Treasury. In addition, because the Excise Tax would be payable by us and not by the redeeming holder, the mechanics of any required payment of the Excise Tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in our ability to complete a Business Combination.

Okapi Partners LLC 

1212 Avenue of the Americas, 17th Floor

New York, NY 10036

Banks and Brokerage Firms, Please Call: (212) 297-0720

Shareholders and All Others Call Toll-Free: (855) 208-8903

E-mail: info@okapipartners.com

You may also contact us at:

TG Venture Acquisition Corp. 

Attn: Secretary
1390 Market Street, Suite 200

San Francisco, CA 94102

Tel: (628) 251-1369
Email: TGVC@tsangsgroup.co

You may also obtain additional information about us from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information”.

FORWARD-LOOKING STATEMENTS

This proxy statement and the documents to which we refer you in this proxy statement contain “forward-looking statements” as that term is defined by the Private Securities Litigation Reform Act of 1995, which we refer to as the Act, and the federal securities laws. Any statements that do not relate to historical or current facts or matters are forward-looking statements. You can identify some of the forward-looking statements by the use of forward-looking words such as “anticipate,” “believe,” “plan,” “estimate,” “expect,” “intend,” “should,” “may” and other similar expressions, although not all forward-looking statements contain these identifying words. There can be no assurance that actual results will not materially differ from expectations. Such statements include, but are not limited to, any statements relating to our ability to consummate a Business Combination, and any other statements that are not statements of current or historical facts. These forward-looking statements are based on information available to us as of the date of the proxy materials and current expectations, forecasts and assumptions and involve a number of risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date and we undertake no obligation to update forward-looking statements to reflect events or circumstances after the date they were made.

These forward-looking statements involve a number of known and unknown risks and uncertainties or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include:

These forward-looking statements are based on information available as of the date they were made, and current expectations, forecasts, and assumptions, and involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date, and we do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

RISK FACTORS

In addition to the below risk factors, you should consider carefully all of the risks described in our Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on March 29, 2023, any subsequent Quarterly Report on Form 10-Q filed with the SEC and in the other reports we file with the SEC before making a decision to invest in our securities. 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.

If we were considered to be a “foreign person,” we might not be able to complete an initial Business Combination with a U.S. target company if such initial 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 incorporated in Hong Kong and is controlled by or has substantial ties with non-U.S. persons domiciled in Hong Kong. Acquisitions and investments by non-U.S. Persons in certain U.S. business may be subject to rules or regulations that limit foreign ownership. CFIUS is an interagency committee authorized to review certain transactions involving investments by foreign persons in U.S. businesses that have a nexus to 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. Were we considered to be 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 proposed initial Business Combination 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 initial 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 a portion of a U.S. business of the combined company if we had proceeded without first obtaining CFIUS clearance. The potential limitations and risks may limit the attractiveness of a transaction with us or prevent us from pursuing certain Business Combination opportunities that we believe would otherwise be beneficial to us and our stockholders. 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 terms of 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 Stockholders may only receive their pro rata share of amounts held in the Trust Account, and our Public 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.

The SEC has recently issued proposed rules to regulate special purpose acquisition companies. Certain of the procedures that we, a potential Business Combination target, or others may determine to undertake in connection with such proposals may increase our costs and the time needed to complete our initial Business Combination and may constrain the circumstances under which we could complete a Business Combination.

On March 30, 2022, the SEC issued proposed rules (the “SPAC Rule Proposals”), which include proposals relating to disclosures in Business Combination transactions between special purpose acquisition companies (“SPACs”) such as us and private operating companies; the condensed 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 (“Investment Company Act”), including a proposed rule that would provide SPACs a safe harbor from treatment as an investment company if they satisfy certain conditions that limit a SPAC’s duration, asset composition, business purpose and activities. Certain of the procedures that we, a potential Business Combination target, or others may determine to undertake in connection with the SPAC Rule Proposals, or pursuant to the SEC’s views expressed in the SPAC Rule Proposals, may increase the costs and the time required to consummate a Business Combination, and may constrain the circumstances under which we could complete a Business Combination.

There are no assurances that the Extension will enable us to complete an initial Business Combination.

Approving the Charter Amendment Proposal and the Trust Amendment Proposal involves a number of risks. Even if such proposals are approved and the Extension is implemented, we can provide no assurances that an initial Business Combination will be consummated prior to the Extended Date. Our ability to consummate a Business Combination is dependent on a variety of factors, many of which are beyond our control. If the Charter Amendment Proposal and the Trust Amendment Proposal are approved and the Extension is implemented, we expect to seek stockholder approval of a Business Combination. We are required to offer the Public Stockholders the opportunity to redeem their Public Shares in connection with the approval of the Charter Amendment Proposal and the Trust Amendment Proposal and the implementation of the Extension, and we will be required to offer the Public Stockholders redemption rights again in connection with any stockholder vote to approve a Business Combination. Even if such proposals are approved and the Extension is implemented, or if a Business Combination is approved by our stockholders, 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 implementation of the Extension and a Business Combination vote could exacerbate these risks. Other than in connection with a redemption offer or liquidation, our stockholders 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 stockholders will be able to dispose of their shares at favorable prices, or at all.

The ability of the Public Stockholders to exercise redemption rights with respect to a large number of Public Shares if the Charter Amendment Proposal and Trust Amendment Proposal are approved and the Extension is implemented may adversely affect the liquidity of our securities.

Pursuant to our Charter, each Public Stockholder may seek to redeem their 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 not previously released to us to pay our taxes, divided by the number of then outstanding Public Shares, in connection with the approval of the Charter Amendment Proposal and Trust Amendment Proposal and the implementation of the Extension. The ability of the Public Stockholders to exercise such redemption rights with respect to a large number of Public Shares may adversely affect the liquidity of our securities. As a result, if the Charter Amendment Proposal and Trust Amendment Proposal are approved and the Extension is implemented, you may be unable to sell your Public Shares even if the per-share market price is higher than the per-share redemption price paid to Public Stockholders that elected to redeem their Public Shares in connection with the approval of the Charter Amendment Proposal and the Trust Amendment Proposal and the implementation of the Extension.

If following the approval of the Charter Amendment Proposal and the Trust Amendment Proposal and the implementation of the Extension we are no longer in compliance with the continued listing requirements of Nasdaq, Nasdaq may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.

Our securities are currently listed on Nasdaq, a national securities exchange. We cannot assure you that our securities will continue to be listed on Nasdaq in the future prior to a Business Combination, including following any stockholder redemptions in connection with certain amendments to our Charter, such as the Charter Amendment Proposal. If the Public Stockholders exercise redemption rights with respect to a large number of Public Shares in connection with the approval of the Charter Amendment Proposal and the Trust Amendment Proposal and the implementation of the Extension, our securities may no longer meet Nasdaq’s continued listing requirements and Nasdaq may delist our securities from trading on its exchange.

We expect that if our Class A common stock fails to meet Nasdaq’s continued listing requirements our Public Warrants and our Units will also fail to meet Nasdaq continued listing requirements for those securities. We cannot assure you that any of our Class A common stock, Public Warrants or Units will be able to meet any of Nasdaq’s continued listing requirements following any stockholder redemptions of Public Shares in connection with the approval of the Charter Amendment Proposal and the Trust Amendment Proposal and implementation of the Extension. 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. However, 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.” Because our Class A common stock and Public Warrants are currently listed on Nasdaq, our Class A common stock and Public Warrants are covered securities. Although the states are preempted from regulating the sale of our 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 blank check companies, 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 be covered securities and we would be subject to regulation in each state in which we offer our securities.

Since our Initial Stockholders will lose their entire investment in us if our initial Business Combination is not completed, the Board may have a conflict of interest in making their recommendation that you vote in favor of the Charter Amendment Proposal and the Trust Amendment Proposal.

Between February and March 2021, our Sponsor and its affiliates purchased 2,889,149 shares of our Class B common stock, for an aggregate price of $25,982, which we refer to as Founder Shares. On November 2, 2021, the Sponsor entered into an agreement with our three independent directors, under which the Sponsor sold to each of them 30,000 Founder Shares owned by the Sponsor as an inducement to serve as our directors for a purchase price of $0.009 per share, or an aggregate of $810. Our Initial Stockholders currently hold an aggregate of 2,889,149 Founder Shares, which will automatically convert into shares of Class A common stock at the time of our initial Business Combination, on a one-for-one basis, subject to adjustment.

On November 5, 2021, simultaneously with the consummation of our IPO, we completed the private sale of an aggregate of 5,500,000 Private Placement Warrants at a purchase price of $1.00 per warrant, generating gross proceeds to us of $5,500,000. Such warrants are exercisable to purchase one share of Class A common stock at a price of $11.50 per share.

Our Initial Stockholders have waived their rights to liquidating distributions from the Trust Account with respect to any shares of any Founder Shares and any Public Shares held by them if we do not complete an initial Business Combination by May 5, 2023, or, if the Charter Amendment Proposal and Trust Amendment Proposal are approved and the Extension is implemented, the Extended Date. The Founder Shares and the Private Placement Warrants will therefore be worthless if we do not complete an initial Business Combination. As such, our Initial Stockholders will benefit from the completion of the Business Combination and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to stockholders rather than liquidating.

These interests, among others, may influence our directors in making their recommendation that you vote in favor of the Charter Amendment Proposal and the Trust Amendment Proposal. See the section of this proxy statement entitled “Interests of Our Sponsor, Directors and Officers.”

BACKGROUND

We are a blank check company incorporated under the laws of the State of Delaware on February 8, 2021, and our business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

On November 5, 2021, we consummated our IPO of 11,500,000 Units which included 1,500,000 Units upon a full exercise of the underwriters’ over-allotment option. Each Unit consists of one share of our Class A common stock, par value $0.0001 per share, and one redeemable warrant, with each warrant entitling the holder thereof to purchase one share of our Class A common stock for $11.50 per share. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to us of $115,000,000.

Prior to the IPO, between February and March 2021, our Sponsor and its affiliates purchased 2,889,149 Founder Shares, for an aggregate price of $25,982. On November 2, 2021, the Sponsor entered into an agreement with our three independent directors, under which the Sponsor sold to each of them 30,000 Founder Shares owned by the Sponsor as an inducement to serve as our directors for a purchase price of $0.009 per share, or an aggregate of $810. The Founder Shares vested upon the consummation of the IPO.

On November 5, 2021, simultaneously with the consummation of our IPO, we completed the private sale of an aggregate of 5,500,000 Private Placement Warrants to our Sponsor, generating gross proceeds to us of $5,500,000. Such warrants are exercisable to purchase one share of Class A common stock at a price of $11.50 per share.

Transaction costs of the IPO amounted to $3,040,822 consisting of $1,150,000 of underwriting commissions, $575,000 of fair value of the Units issued to ThinkEquity LLC (the representative of the underwriters), $579,110 of fair value of the Founder Shares sold to advisors in excess of proceeds, and $736,712 of other offering costs. The remaining proceeds will be used for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Flexi Business Combination.

Upon the closing of the IPO and the Private Placement, an amount of $117,300,000 ($10.20 per Unit) from the net proceeds of the sale of Units in the IPO and a portion of the proceeds of the sale of the Private Placement Warrants was deposited into the Trust Account, and will be invested only in U.S. government securities with a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct Treasury obligations. Based on the amount in the Trust Account as of [●], 2023, which was approximately $[●] million, we anticipate that the per-share price at which Public Shares will be redeemed from cash in the Trust Account will be approximately $[●] at the time of the Special Meeting.

On December 5, 2022, we entered into the Business Combination Agreement with Flexi and the other parties thereto, setting forth the terms and conditions of the Flexi Business Combination. While we have entered into the Business Combination Agreement with Flexi and the other parties thereto, there can be no assurance that all of the conditions precedent set forth in the Business Combination Agreement will be satisfied or that the Flexi Business Combination will be consummated.

Except with respect to interest earned on the funds held in the Trust Account that may be released to us to pay franchise and income tax obligations (less up to $100,000 of interest to pay dissolution expenses), the proceeds from the IPO and the sale of the Private Placement Warrants will not be released from the Trust Account until the earliest of: (a) the completion of the initial Business Combination; (b) the redemption of any Public Shares properly submitted in connection with a stockholder vote to amend our Charter: (i) to modify the substance or timing of our obligation to allow redemption in connection with the initial Business Combination or certain amendments to our Charter prior thereto or to redeem 100% of the Public Shares if we are unable to complete the initial Business Combination within 18 months from the closing of the IPO, May 5, 2023 (which following implementation of the Extension would be extended to November 5, 2023); or (ii) with respect to any other provision relating to stockholders’ rights or pre-Business Combination activity; and (c) the redemption of 100% of the Public Shares if we are unable to complete the initial Business Combination within the required time frame (subject to the requirements of applicable law).

To mitigate the risk of us being deemed to have been operating as an unregistered investment company (including under the subjective test of Section 3(a)(1)(A) of the Investment Company Act), we will, on or prior to the 24-month anniversary of the effective date of the closing of our IPO, instruct CST, the trustee with respect to the Trust Account, to liquidate the U.S. government securities held in the Trust Account and thereafter to hold all funds in the Trust Account in cash until the earlier of consummation of our initial Business Combination or liquidation. As a result, following such liquidation, 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 receive upon our redemption or liquidation. Our Sponsor, directors and officers have interests in the proposals that may be different from, or in addition to, your interests as a stockholder. These interests include, among other things, direct or indirect ownership of Class B common stock and warrants that may become exercisable in the future. See the section entitled “Interests of our Sponsor, Directors and Officers”.

Only holders of record of the common stock are entitled to have their votes counted at the Special Meeting or any adjournment thereof. On the Record Date of the Special Meeting, there were [●] shares of common stock outstanding, of which [●] were Class A common stock and [●] were Class B common stock. Our warrants do not have voting rights in connection with the Charter Amendment Proposal, the Trust Amendment Proposal or the Adjournment Proposal.

As a Delaware corporation with no operations or subsidiaries in China and having conducted a target search outside of China, we are not required to obtain permission from any Chinese authorities to operate or consummate a Business Combination. We have not been contacted by any Chinese authorities in connection with its operations or the Flexi Business Combination, and we do not expect that permission will be required from the Chinese authorities in the future. Though our sponsor is a Hong Kong company, a majority of our management are located outside of China (including Hong Kong and Macau) and we will not enter into a Business Combination with any entity that conducts a majority of its business or is headquartered in China (including Hong Kong and Macau).

Our executive office is located at 1390 Market Street, Suite 200, San Francisco, California 94102, and our telephone number is (628) 251-1369.