| Organization and Business Operations | Note 1 — Organization and Business Operations TG Venture Acquisition Corp. (the
“Company”) is a blank check company incorporated as a Delaware corporation on February 8, 2021, for the purpose of effecting
a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses
(the “Business Combination”). As of March 31, 2023, the Company
had not commenced any operations. All activity for the period from February 8, 2021 (inception) through March 31, 2023 relates to the
Company’s formation and the initial public offering described below. The Company will not generate any operating revenues until
after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form
of interest income on cash and cash equivalents from the proceeds derived from the Initial Public Offering (the “IPO”). The Company’s sponsor is Tsangs
Group Holdings Limited (the “Sponsor”). The registration statement for the Company’s IPO was declared effective on November
2, 2021 (the “Effective Date”). On November 5, 2021, the Company consummated the IPO of 11,500,000 10.00 1,500,000 115,000,000 Simultaneously with the consummation
of the IPO, the Company consummated the private placement of 5,500,000 1.00 5,500,000 Transaction costs amounted to $ 3,040,822 1,150,000 575,000 579,110 736,712 While the Company’s management
has broad discretion with respect to the specific application of the cash held outside of the Trust Account (as hereinafter defined),
substantially all of the net proceeds from the IPO and the sale of the Private Placement Warrants, which are placed in the Trust Account,
are intended to be applied generally toward completing a Business Combination. The Company’s Business Combination must be with one
or more target businesses that together have a fair market value equal to at least 80% of the value of the assets held in the Trust Account
(excluding the taxes payable on the interest earned on the Trust Account) at the time of the signing a definitive agreement in connection
with the initial Business Combination. However, the Company will only complete a Business Combination if the post-Business Combination
company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in
the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended
(the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination. Following the closing of the IPO on
November 5, 2021, $ 117,300,000 100,000 Public stockholders have the opportunity
to redeem all or a portion of their Public Shares upon the completion of the initial Business Combination at a per-share price, payable
in cash, equal to the aggregate amount then on deposit in the Trust Account as of two business days prior to voting on the initial Business
Combination, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its franchise
and income taxes, divided by the number of then outstanding Public Shares, subject to the limitations described herein. The amount in
the Trust Account is initially anticipated to be $10.20 per public share. The Company will only proceed with a Business Combination
if the Company has net tangible assets of at least $ 5,000,001 The Company has 24 months from the closing of the
IPO until November 5, 2023 to complete the initial Business Combination (the “Combination Period”). If the Company is unable
to complete the initial Business Combination within the Combination Period, the Company will: (i) cease all operations except for the
purpose of winding up; (ii) as promptly as reasonably possible, but no more than ten business days thereafter subject to lawfully available
funds therefor, redeem 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 the Company to pay its 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
the Company’s remaining stockholders and the board of directors, dissolve and liquidate, subject in the case of clauses (ii) and
(iii) above to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable
law. There will be no redemption rights or liquidating distributions with respect to the warrants, which will expire worthless if the
Company fails to complete the initial Business Combination within the Combination Period. The initial stockholders, Sponsor, executive officers
and directors have entered into a letter agreement with the Company, pursuant to which they have agreed to (i) to waive their redemption
rights with respect to their Founder Shares if we are forced to liquidate; (ii) to waive their redemption rights with respect to their
Founder Shares and Public Shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated
certificate of incorporation: (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection
with the Company’s initial Business Combination or certain amendments to the charter prior thereto or to redeem 100% of the Company’s
Public Shares if the Company does not complete the initial Business Combination within the Combined Period or (B) with respect to any
other provision relating to stockholders’ rights or pre-initial Business Combination activity; and (iii) to waive their rights to
liquidating distributions from the Trust Account with respect to their Founder Shares if the Company fails to complete the initial Business
Combination within the Combination Period, although they will be entitled to liquidating distributions from the Trust Account with respect
to any Public Shares they hold if the Company fails to complete the initial Business Combination within the Combination Period; (iv) the
Founder Shares are shares of the Company’s Class B common stock that will automatically convert into shares of the Company’s
Class A common stock at the time of the initial Business Combination, on a one-for-one basis, subject to adjustment as described herein,
and (v) are entitled to registration rights. If the Company submits the initial Business Combination to the public stockholders for a
vote, the initial stockholders, officers and directors have agreed pursuant to the letter agreement to vote any shares held by them and
any Public Shares purchased during or after this offering (including in open market and privately negotiated transactions) in favor of
the initial Business Combination. The Sponsor has agreed that it will be liable to the
Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target
business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or Business Combination
agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.20 per Public Share; and (ii) the actual amount
per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.20 per share due to
reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third
party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not
such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the IPO against
certain liabilities, including liabilities under the Securities Act. However, the Company has not asked the Sponsor to reserve for such
indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity
obligations and believe that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assent that
the Sponsor would be able to satisfy those obligations. None of the Company’s officers or directors will indemnify the Company for
claims by third parties including, without limitation, claims by vendors and prospective target businesses. Proposed Business Combination On December 5, 2022, the Company entered into a Business
Combination Agreement (the “Business Combination Agreement”) by and among (i) The Flexi Group Limited, a business company
with limited liability incorporated under the laws of the British Virgin Islands (the “Flexi”), (ii) 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”), (iii) 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 (“Merger
Sub 1”), and (iv) Flexi Merger Co. LLC, a Delaware limited liability company and a direct wholly owned subsidiary of PubCo (“Merger
Sub 2” and, Merger Sub 2, PubCo and Merger Sub 1, each, individually, an “Acquisition Entity”). Capitalized terms used in this section, but not otherwise
defined herein have the meanings given to them in the Business Combination Agreement. Pursuant to the Business Combination Agreement, subject
to the terms and conditions set forth therein, (i) Merger Sub 1 will merge with and into Flexi (the “Initial Merger”), whereby
the separate existence of Merger Sub 1 will cease and Flexi will be the surviving entity of the Initial Merger and become a wholly owned
subsidiary of PubCo, and (ii) following confirmation of the effective filing of the documents required to implement the Initial Merger,
Merger Sub 2 will merge with and into TGVC (the “SPAC Merger” and together with the Initial Merger, the “Mergers”),
the separate existence of Merger Sub 2 will cease and the Company will be the surviving entity of the SPAC Merger and a direct wholly
owned subsidiary of PubCo. As a result of the Mergers, among other things, (i)
each outstanding Flexi Ordinary Share will be cancelled in exchange for the right to receive such number of PubCo Ordinary Shares that
is equal to the Company Exchange Ratio, (ii) each outstanding SPAC Unit will be automatically detached and the holder thereof will be
deemed to hold one share of SPAC Class A Common Stock and one SPAC Warrant, (iii) each outstanding share of SPAC Class B Common Stock
will automatically convert into SPAC Class A Common Stock, (iv) each outstanding share of SPAC Class A Common Stock will be cancelled
in exchange for the right to receive such number of PubCo Ordinary Shares that is equal to the SPAC Exchange Ratio, and (v) each outstanding
SPAC Warrant will be assumed by PubCo and converted into a warrant to purchase PubCo Ordinary Shares (each, an “Assumed SPAC Warrant”). Earnout The Business Combination Agreement, subject to the
terms and conditions set forth therein, provides that Flexi shareholders as of the Initial Merger will have the right to receive up to
an aggregate of 2,900,000 Representations, Warranties
and Covenants The Business Combination Agreement
contains customary representations and warranties of the parties, which will not survive the Closing. Many of the representations
and warranties are qualified by materiality or Company Material Adverse Effect (with respect to Flexi) or SPAC Material Adverse
Effect (with respect to the Company). “Material Adverse Effect” as used in the Business Combination Agreement means
with respect to Flexi or the Company, as applicable, any event, state of facts, development, change, circumstance, occurrence
or effect that has had, or would reasonably be expected to have, individually or in the aggregate, a material adverse effect on
(i) the business, assets and liabilities, results of operations or financial condition of the applicable party and its subsidiaries,
taken as a whole or (ii) the ability of such party or any of its subsidiaries to consummate the Transactions, in each case subject
to certain customary exceptions. Certain of the representations are subject to specified exceptions and qualifications contained
in the Business Combination Agreement or in information provided pursuant to certain disclosure schedules to the Business Combination
Agreement. The Business Combination Agreement
also contains pre-closing covenants of the parties, including obligations of the parties to operate their respective businesses in the
ordinary course consistent with past practice, and to refrain from taking certain specified actions without the prior written consent
of the other applicable parties, in each case, subject to certain exceptions and qualifications. Additionally, the parties have agreed
not to solicit, negotiate or enter into competing transactions, as further provided in the Business Combination Agreement. The covenants
do not survive the Closing (other than those that are to be performed after the Closing). As promptly as practicable after the
execution of the Business Combination Agreement, the Company and PubCo have agreed to prepare and file with the SEC, a Registration Statement
on Form F-4 (as amended, the “F-4 Registration Statement”) in connection with the registration under the Securities Act of
1933, as amended (the “Securities Act”), of the offer and issuance of the PubCo Ordinary Shares and Assumed SPAC Warrants
to be issued pursuant to the Business Combination Agreement The F-4 Registration Statement will contain a proxy statement/prospectus for
the purpose of (i) the Company soliciting proxies from its shareholders to approve the Business Combination Agreement, the Transactions
and related matters (the “the Company Shareholder Approval”) at a special meeting of the Company shareholders (the “Shareholder
Meeting”), (ii) providing the Company’s shareholders an opportunity, in accordance with its organizational documents and initial
public offering prospectus, to redeem their shares of SPAC Class A Common Stock (collectively, the “Redemptions”), and (iii)
PubCo’s offering and issuance of the PubCo Ordinary Shares and Assumed Warrants in connection with the Transactions. PubCo filed the initial F-4 Registration Statement on February
13, 2023. PubCo agreed to take all action within
its power so that effective at the Closing, the board of directors of PubCo will consist of no less than five individuals, two of whom
may be designated by the Sponsor, and a majority of whom shall be independent directors in accordance with Nasdaq requirements, and which
shall comply with all diversity requirements under applicable Law. In addition, prior to Closing, PubCo
agreed to amend and restate its Memorandum of Association and Articles of Association (the “PubCo Governing Documents”). The
PubCo Governing Documents will include customary provisions for a memorandum of association and articles of association of a British Virgin
Islands publicly traded company that is traded on Nasdaq. Conditions to the Parties’ Obligations
to Consummate the Mergers Under the Business Combination Agreement, the parties’
obligations to consummate the Transactions are subject to a number of customary conditions for special purpose acquisition companies,
including, among others, the following: (i) the approval of the Mergers and the other shareholder proposals required to approve the Transactions
by the Company’s and Flexi’s shareholders, (ii) all specified approvals or consents (including governmental and regulatory
approvals) have been obtained and all waiting, notice, or review periods have expired or been terminated, as applicable, (iii) the effectiveness
of the F-4 Registration Statement, (iv) PubCo’s initial listing application with Nasdaq shall have been conditionally approved and,
immediately following the Closing, PubCo shall satisfy any applicable initial and continuing listing requirements of Nasdaq and PubCo
shall not have received any notice of non-compliance therewith, and (v) the PubCo Ordinary Shares and Assumed SPAC Warrants having been
approved for listing on Nasdaq, subject to round lot holder requirements. In addition to these customary closing conditions,
the Company must also hold net tangible assets of at least $ 5,000,001 The obligations of the Company to consummate the Transactions
are also subject to, among other things (i) the representations and warranties of Flexi and of each Acquisition Entity being true and
correct, subject to the materiality standards contained in the Business Combination Agreement, (ii) material compliance by Flexi and each
Acquisition Entity with its pre-closing covenants, and (iii) the absence of a Company Material Adverse Effect. In addition, the obligations of Flexi to consummate
the Transactions are also subject to, among other things (i) the representations and warranties of the Company being true and correct,
subject to the materiality standards contained in the Business Combination Agreement, (ii) material compliance by the Company with its
pre-closing covenants, and (iii) the absence of a SPAC Material Adverse Effect. Termination Rights The Business Combination Agreement contains certain
termination rights, including, among others, the following: (i) upon the mutual written consent of the Company and Flexi, (ii) if the
consummation of the Transactions is prohibited by governmental order, (iii) if the Closing has not occurred on or before November 5, 2023 None of the parties to the Business Combination Agreement
are required to pay a termination fee or reimburse any other party for its expenses as a result of a termination of the Business Combination
Agreement. However, each party will remain liable for willful and material breaches of the Business Combination Agreement prior to termination. Trust Account Waiver Flexi and each Acquisition Entity agreed that it and
its affiliates will not have any right, title, interest or claim of any kind in or to any monies in the Company’s trust account
held for its public shareholders, and agreed not to, and waived any right to, make any claim against the trust account (including any
distributions therefrom). The Business Combination Agreement is filed as Exhibit
2.1 to this Annual Report on Form 10-K and the foregoing description thereof is qualified in its entirety by reference to the full text
of the Business Combination Agreement. The Business Combination Agreement provides investors with information regarding its terms and
is not intended to provide any other factual information about the parties. In particular, the assertions embodied in the representations
and warranties contained in the Business Combination Agreement were made as of the execution date of the Business Combination Agreement
only and are qualified by information in confidential disclosure schedules provided by the parties to each other in connection with the
signing of the Business Combination Agreement. These disclosure schedules contain information that modifies, qualifies, and creates exceptions
to the representations and warranties set forth in the Business Combination Agreement. Moreover, certain representations and warranties
in the Business Combination Agreement may have been used for the purpose of allocating risk between the parties rather than establishing
matters of fact. Accordingly, you should not rely on the representations and warranties in the Business Combination Agreement as characterizations
of the actual statements of fact about the parties. Shareholder Support Agreement Contemporaneously with the execution of the Business
Combination Agreement, PubCo, Flexi and certain Flexi shareholders entered into a Shareholder Support Agreement, pursuant to which, among
other things, certain Flexi shareholders agreed (i) to vote their Flexi shares in favor of the Business Combination Agreement (including
by execution of a written consent), the Mergers and the other Transactions, (ii) to waive any rights to seek appraisal or rights of dissent
in connection with the Business Combination Agreement, the Mergers and the transactions contemplated thereby; and (iii) to consent to
the termination of all shareholder agreements with Flexi (with certain exceptions), effective at Closing, subject to the terms and conditions
contemplated by the Shareholder Support Agreement. Flexi shareholders party to the Shareholder Support Agreement collectively have a sufficient
number of votes to approve the Business Combination Agreement, the Mergers and the other Transactions. The Shareholder Support Agreement and all of its provisions
will terminate and be of no further force or effect upon the earlier of the Closing and termination of the Business Combination Agreement
pursuant to its terms. Upon such termination of the Shareholder Support Agreement, all obligations of the parties under the Shareholder
Support Agreement will terminate; provided, however, that such termination will not relieve any party thereto from liability arising in
respect of any breach of the Shareholder Support Agreement prior to such termination. Sponsor Support Agreement Contemporaneously with the execution of the Business
Combination Agreement, the Company entered into a Sponsor Support Agreement with the Sponsor, PubCo, Flexi, and certain members of the
Company’s board of directors and management team (the “Holders”), pursuant to which, among other things, the Sponsor
and the Holders agreed to vote their the Company shares in favor of the Business Combination Agreement (including by execution of a written
consent), the Mergers and the other Transactions, subject to the terms and conditions contemplated by the Sponsor Support Agreement. The Sponsor Support Agreement and all of its provisions
will terminate and be of no further force or effect upon the earlier to occur of Closing and termination of the Business Combination Agreement
pursuant to its terms. Lock-Up Agreement Concurrently with the execution of the Business Combination
Agreement, the Company and PubCo entered into separate Lock-Up Agreements (each a “Lock-Up Agreement”) with Sponsor, certain
members of the Company’s board of directors and management team, and certain Flexi shareholders, pursuant to which 95 12.00 20 30 150 Registration Rights Agreement Concurrently with the execution of the Business Combination
Agreement, PubCo entered into a Registration Rights Agreement (the “Registration Rights Agreement”) with Sponsor and certain
Flexi shareholders pursuant to which, among other things, PubCo agreed to provide Sponsor and such shareholders with certain rights relating
to the registration for resale under the Securities Act of the PubCo Ordinary Shares and Assumed Warrants that they received in the Mergers. Forms of the foregoing agreements related to the Business
Combination Transaction are filed as exhibits to this Annual Report, and the foregoing description thereof is qualified in its entirety
by reference to the full text of the respective agreement. The transaction is expected to be completed in the
second quarter of 2023, subject to regulatory approvals and other customary closing conditions. After closing, The Flexi Group’s
ordinary shares are expected to trade on the Nasdaq Stock Market LLC under ticker symbol FLXG. Liquidity, Capital Resources, and Going Concern The Company’s liquidity needs
prior to the consummation of the IPO had been satisfied through a payment from the Sponsor of $ 25,000 400,000 21,414 2,115,051 In addition, in order to finance transaction
costs in connection with a Business Combination, the Company’s Sponsor or an affiliate of the Sponsor or certain of the Company’s
officers and directors may, but are not obligated to, provide the Company Working Capital Loans, as defined below (see Note 5). As of
March 31, 2023 and December 31, 2022, there were no amounts outstanding under any Working Capital Loans. The Company expects to incur significant
costs in pursuit of its acquisition plans. Based on the foregoing, management believes that the Company will not have sufficient working
capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from this
filing. Over this time period, the Company will be using these funds 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 Business Combination. On March 16, 2023, the Sponsor issued
a promissory note allowing the Company to borrow up to $ 3,000,000 350,000 In connection with the Company’s
assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update
(“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,”
management has determined that the Company’s business plan is dependent on the completion of the Business Combination, the Company’s
existing cash and working capital as of March 31, 2023 are not sufficient to complete its planned activities for a reasonable period of
time, and the date for mandatory liquidation and dissolution raises substantial doubt about the Company’s ability to continue as
a going concern through November 5, 2023, the scheduled liquidation date of the Company if it does not complete a Business Combination
prior to such date. These conditions also raise substantial doubt about the Company’s ability to continue as a going concern for
a period of time within one year after the date that these unaudited financial statements are issued. Management plans to address this
uncertainty through a Business Combination as discussed above. There is no assurance that the Company’s plans to consummate a Business
Combination will be successful within the Combination Period. The unaudited financial statements do not include any adjustments that might
result from the outcome of this uncertainty. Risks and Uncertainties In February 2022, the Russian Federation
and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United
States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related
sanctions on the world economy are not determinable as of the date of these unaudited financial statements. The specific impact on the
Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these unaudited
financial statements. Management continues to evaluate the
impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus and war could have a negative effect
on the Company’s financial position, results of its operations and search for a target company, the specific impact is not readily
determinable as of the date of these unaudited financial statements. The unaudited financial statements do not include any adjustments
that might result from the outcome of this uncertainty. Inflation Reduction Act of 2022 On August 16, 2022, the Inflation
Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S.
federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries
of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation
itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value
of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations
are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the
same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”)
has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. Any redemption or other repurchase that occurs after December
31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what
extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend
on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination,
extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity
issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within
the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition,
because the excise tax would be payable by the Company 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 the Company’s ability to complete a Business Combination. |
