Item 7.01. Regulation FD Disclosure
On April 3, 2023, TG Venture Acquisition Corp., a Delaware corporation ("TGVC")
posted an investor presentation to its website at
https://tgventureacquisition.com, which outlines the proposed business
combination (the "Business Combination") with The Flexi Group Limited, a
business company with limited liability incorporated under the laws of the
British Virgin Islands ( "Flexi"), and 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"
and, together with Flexi, the "Flexi Group"). As previously disclosed, the
Business Combination is being undertaken pursuant to that certain Business
Combination Agreement, dated as of December 5, 2022, by and among, TGVC, Flexi,
PubCo and the other parties thereto, as reported on TGVC's Current Report on
Form 8-K dated December 6, 2022. A copy of the investor presentation is attached
hereto as Exhibit 99.1 and incorporated into this Item 7.01 by reference. The
information contained on TGVC's website is not intended to be incorporated by
reference into this Current Report on Form 8-K.
Also on April 3, 2023, TGVC issued a press release announcing that it had
published the investor presentation to its website. A copy of the press release
is attached hereto as Exhibit 99.2 and incorporated into this Item 7.01 by
reference.
The information in this Item 7.01, including Exhibits 99.1 and 99.2, is
furnished and shall not be deemed "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise
subject to liabilities under that section, and shall not be deemed to be
incorporated by reference into the filings of TGVC under the Securities Act of
1933 (the "Securities Act") or the Exchange Act, regardless of any general
incorporation language in such filings. This Current Report on Form 8-K will not
be deemed an admission as to the materiality of any of the information in this
Item 7.01, including Exhibits 99.1 and 99.2.
Important Information and Where to Find It
This Current Report on Form 8-K relates to the Business Combination. In
connection with the Business Combination, TGVC and PubCo have filed relevant
materials with the SEC, including the Registration Statement on Form F-4 filed
by PubCo (the "Registration Statement"), which includes a proxy statement of
TGVC in connection with TGVC's solicitation of proxies for the vote by TGVC's
stockholders with respect to the Business Combination and a prospectus of PubCo,
which has not yet become effective. The proxy statement/prospectus will be sent
to all TGVC shareholders. TGVC and PubCo also will file other documents
regarding the Business Combination with the SEC. Before making any voting or
investment decision, investors and security holders of TGVC are urged to read
the Registration Statement, the proxy statement/prospectus and all other
relevant documents filed or that will be filed with the SEC in connection with
the Business Combination as they become available because they will contain
important information about the Business Combination.
Investors and security 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 TGVC through the website maintained by the SEC at
www.sec.gov or by directing a request to TGVC to 1390 Market Street, Suite 200,
San Francisco, CA 94102 or via email at info@tgventureaquisition.com.
Participants in the Solicitation
The Flexi Group, TGVC and their respective directors, executive officers and
other members of management and employees may be deemed to be participants in
the solicitation of proxies from TGVC's stockholders in connection with the
Business Combination. Information regarding the persons who may, under SEC
rules, be deemed participants in the solicitation of TGVC's stockholders in
connection with the Business Combination and a description of their direct and
indirect interests, by security holdings or otherwise, is set forth in the
Registration Statement. You can find more information about TGVC's directors and
executive officers in TGVC's annual report on Form 10-K for the year ended
December 31, 2022, filed with the SEC on March 29, 2023. These filings are
available free of charge at the SEC's web site at www.sec.gov. Stockholders,
potential investors and other interested persons should read the proxy
statement/prospectus carefully before making any voting or investment decisions.
You may obtain free copies of these documents from the sources indicated above.
Non-Solicitation
This Current Report on Form 8-K is not a proxy statement or solicitation of a
proxy, consent or authorization with respect to any securities or in respect of
the potential transaction and shall not constitute an offer to sell or a
solicitation of an offer to buy the securities of TGVC or The Flexi Group, nor
shall there be any offer, solicitation, or sale of any such securities in any
state or jurisdiction in which such offer, solicitation, or sale would be
unlawful prior to registration or qualification under the securities laws of
such state or jurisdiction. No offer of securities shall be made except by means
of a prospectus meeting the requirements of the Securities Act.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking
statements include all statements that are not historical facts, including the
statements regarding the anticipated timing and benefits of the proposed
transactions. All forward-looking statements are based on TGVC's current
expectations and beliefs concerning future developments and their potential
effects on TGVC, Flexi or PubCo. Forward-looking statements are based on various
assumptions, whether or not identified in this press release, and are subject to
risks and uncertainties. These forward-looking statements are not intended to
serve as a guarantee of future performance.
Many factors could cause actual future events to differ materially from the
forward-looking statements in this Current Report on Form 8-K, including but not
limited to: (i) the failure to satisfy the conditions to the consummation of the
transaction, including the adoption of the Business Combination Agreement by
TGVC's stockholders and the satisfaction of the minimum trust account amount
following any redemptions by TGVC's public shareholders, (ii) the occurrence of
any event, change or other circumstance that could give rise to the termination
of the Business Combination Agreement, (iii) the effect of the announcement or
pendency of the transaction on Flexi's business relationships, operating results
and business generally, (iv) risks that the transaction disrupts current plans
and operations of Flexi, (v) the outcome of any legal proceedings that may be
instituted against The Flexi Group or TGVC related to the proposed Business
Combination, (vi) costs related to the Business Combination and the failure to
realize anticipated benefits of the Business Combination or to realize estimated
pro forma results and underlying assumptions, including with respect to
estimated shareholder redemptions, (vii) the risk that Flexi and its current and
future collaborators are unable to successfully develop and commercialize Flexi
products or services, or experience significant delays in doing so, (viii) the
risk that The Flexi Group may need to raise additional capital to execute
Flexi's business plan, which many not be available on acceptable terms or at
all, and (ix) the risk that the post-combination company experiences
difficulties in managing its growth and expanding operations. The foregoing list
of factors is not exhaustive. You should carefully consider the foregoing
factors and the other risks and uncertainties described in the "Risk Factors"
section of the Registration Statement and proxy statement/prospectus and other
documents filed or to be filed by TGVC or PubCo from time to time with 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. Forward-looking statements speak only as of
the date they are made. Readers are cautioned not to put undue reliance on
forward-looking statements, and TGVC assumes 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, except as required by law.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
99.1 Investor Presentation, dated April 2023.
99.2 Press Release, dated April 3, 2023.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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