The Flexi Group Holdings Ltd entered into a definitive business combination agreement to acquire TG Venture Acquisition Corp. from Tsangs Group Holdings Limited and others for approximately $220 million in a reverse merger transaction.

The Flexi Group Holdings Ltd agreed to the terms of the letter of intent to acquire TG Venture Acquisition Corp. (NasdaqGM:TGVC) from Tsangs Group Holdings Limited and others in a reverse merger transaction on August 22, 2022. The Flexi Group Holdings Ltd entered into a definitive business combination agreement to acquire TG Venture Acquisition Corp. (NasdaqGM:TGVC) from Tsangs Group Holdings Limited and others for approximately $220 million in a reverse merger transaction on December 5, 2022. Under the terms of the transaction, the shares of Flexi Group will be exchanges at an exchange ratio of 74.82141. In addition, Flexi Group shareholders shall have the right to receive an aggregate of up to 2,900,000 additional earnout shares. The transaction will result in The Flexi Group becoming a publicly traded company upon closing. After closing, The Flexi Group's ordinary shares are expected to trade on the Nasdaq Stock Market LLC under ticker symbol FLXG.

Completion of the transaction is also subject to customary closing conditions, including that TGVC hold net tangible assets of at least $5,000,001 immediately prior to closing, net of redemptions and liabilities (including TGVC's transaction expenses) and subject to approval by TGVC's and The Flexi Group's shareholders, effectiveness of the F-4 Registration Statement, initial listing application with Nasdaq shall have been conditionally approved, regulatory and third party approval and Company shall have obtained executed counterparts to the Lock-Up Agreement. The transaction, which has been unanimously approved by the Boards of Directors of The Flexi Group and TGVC. The transaction is expected to be completed in the second quarter of 2023.

Marshall & Stevens Transaction Advisory Services LLC rendered an independent fairness opinion as to the fairness of the consideration from a financial point of view while Marshall & Stevens acted as fairness opinion provider with a service fee of $130,000 to TGVC. ARC Group Limited is serving as exclusive financial advisor to The Flexi Group, with Joseph M. Lucosky of Lucosky Brookman LLP and Conyers Dill & Pearman serving as legal counsel to The Flexi Group. TriPoint Capital Management, LLC is serving as advisor to TGVC, Marshall & Stevens Transaction Advisory Services LLC is serving as financial advisor to TGVC, with Jay M. Tannon of DLA Piper LLP (US) and Ogier LLP serving as legal counsel to TGVC. Mtumulty of Continental Stock Transfer & Trust Company acted as transfer agent while Okapi Partners LLC acted as information agent with a service fee of $45,000 to TGVC. ThinkEquity LLC acted as financial advisor to TGVC while ThinkEquity acted as fairness opinion provider with a service fee of $50,000 to TGVC.