United States securities and exchange commission logo
July 11, 2023
Pui Lan Patrick Tsang
Chief Executive Officer
TG Venture Acquisition Corp.
1390 Market Street, Suite 200
San Francisco, California 94102
Re: TG Venture
Acquisition Corp.
Form 10-K for
Fiscal Year Ended December 31, 2022
File No. 001-41000
Dear Pui Lan Patrick Tsang:
We have reviewed your filing and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 10-K for Fiscal Year Ended December 31, 2022
Item 1. Description of Business, page 4
1. Please provide
prominent disclosure in the introduction to your Business section about the
legal and operational
risks associated with your sponsor being based in China (including
Hong Kong and Macau).
Your disclosure should make clear whether these risks could
result in a material
change in your operations and/or the value of your securities or could
significantly limit or
completely hinder your ability to offer or continue to offer securities
to investors and cause
the value of such securities to significantly decline or be
worthless. Your
disclosure should address how recent statements and regulatory actions
by China s
government, such as those related to the use of variable interest entities and
data security or
antimonopoly concerns, have or may impact the company s ability to
conduct its business,
accept foreign investments, or list on a U.S. or other foreign
exchange. Please
disclose the location of your auditor s headquarters and whether and
how the Holding Foreign
Companies Accountable Act, as amended by the
Consolidated
Appropriations Act, 2023, and related regulations will affect your company.
Pui Lan Patrick Tsang
FirstName
TG VentureLastNamePui Lan Patrick Tsang
Acquisition Corp.
Comapany
July NameTG Venture Acquisition Corp.
11, 2023
July 11,
Page 2 2023 Page 2
FirstName LastName
2. Please summarize the risks that you sponsor being based in China poses
to investors. In
particular, describe the significant regulatory, liquidity, and
enforcement risks with cross-
references to the more detailed discussion of these risks in your Risk
Factors section. For
example, specifically discuss risks arising from the legal system in
China, including risks
and uncertainties regarding the enforcement of laws and that rules and
regulations in
China can change quickly with little advance notice; and the risk that
the Chinese
government may intervene or influence your operations at any time, or
may exert more
control over offerings conducted overseas and/or foreign investment in
China-based
issuers, which could result in a material change in your operations
and/or the value of
your securities. Acknowledge any risks that any actions by the Chinese
government to
exert more oversight and control over offerings that are conducted
overseas and/or foreign
investment in China-based issuers could significantly limit or
completely hinder your
ability to offer or continue to offer securities to investors and
cause the value of such
securities to significantly decline or be worthless.
3. Please revise to disclose in the introduction to your Business section
that the location of
your sponsor may make you a less attractive partner to a non
China-based target company,
which may therefore limit the pool of acquisition candidates.
4. Please disclose each permission or approval that you or your sponsor
are required to
obtain from Chinese authorities to operate your business and to offer
your securities to
foreign investors. State whether you or your sponsor are covered by
permissions
requirements from the China Securities Regulatory Commission (CSRC),
Cyberspace
Administration of China (CAC) or any other governmental agency, and
state affirmatively
whether you and your sponsor have received all requisite permissions
or approvals and
whether any permissions or approvals have been denied. Please also
describe the
consequences to you and your investors if you or your sponsor: (i) do
not receive or
maintain such permissions or approvals, (ii) inadvertently conclude
that such permissions
or approvals are not required, or (iii) applicable laws, regulations,
or interpretations
change and you or your sponsor are required to obtain such permissions
or approvals in
the future.
5. Please provide a clear description of how cash is transferred through
your organization.
State whether any transfers, dividends, or distributions have been
made to date between
the company and its investors, and quantify the amounts where
applicable. Describe any
restrictions on foreign exchange and your ability to transfer cash
between entities, across
borders, and to U.S. investors.
6. Please include a separate section on enforcement of liabilities
addressing the enforcement
risks related to civil liabilities due to your sponsor and some of
your officers and/or
directors being located in China, Hong Kong, or Macau. For example,
revise to discuss
more specifically the limitations on investors being able to effect
service of process and
enforce civil liabilities in China, Hong Kong, and Macau, as
applicable; lack of
reciprocity and treaties; and cost and time constraints. Also, please
disclose these risks in
your Risk Factors section, which should contain disclosures consistent
with the separate
Pui Lan Patrick Tsang
FirstName
TG VentureLastNamePui Lan Patrick Tsang
Acquisition Corp.
Comapany
July NameTG Venture Acquisition Corp.
11, 2023
July 11,
Page 3 2023 Page 3
FirstName LastName
section. Additionally, please identify each officer and director
located in China, Hong
Kong, or Macau and disclose that it will be more difficult to enforce
liabilities and enforce
judgments on those individuals.
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Risks and Uncertainties, page 25
7. Please revise the disclosure on page 25 regarding the potential
material effect on your
shareholders of the stock buyback excise tax enacted as part of the
Inflation Reduction
Act in August 2022 to include, if true, that the excise tax could
reduce the trust account
funds available to pay redemptions or that are available to the
combined company
following a de-SPAC. Describe the risks of the excise tax applying to
redemptions in
connection with:
liquidations that are not implemented to fall within the meaning
of complete
liquidation in Section 331 of the Internal Revenue Code,
extensions, depending on the timing of the extension relative to
when the SPAC
completes a de-SPAC or liquidates, and
de-SPACs, depending on the structure of the de-SPAC transaction.
Also describe, if applicable, the risk that if existing SPAC investors
elect to redeem their
shares such that their redemptions would subject the SPAC to the stock
buyback excise
tax, the remaining shareholders that did not elect to redeem may
economically bear the
impact of the excise tax.
Item 15. Exhibits, Financial Statement Schedules
Exhibits 31.1 and 31.2, page 44
8. This annual report is your second annual report under Section 13(a) or
15(d) of the
Exchange Act. The Section 302 certifications provided continue to omit
paragraph 4(b).
Please revise to provide corrected certifications.
General
9. With a view toward disclosure, please tell us whether your sponsor is,
is controlled by, or
has substantial ties with a non-U.S. person. If so, also include risk
factor disclosure that
addresses how this fact could impact your ability to complete your
initial business
combination. For instance, discuss the risk to investors that you may
not be able to
complete an initial business combination with a U.S. target company
should the
transaction be subject to review by a U.S. government entity, such as
the Committee on
Foreign Investment in the United States (CFIUS), or ultimately
prohibited. Disclose that
as a result, the pool of potential targets with which you could
complete an initial business
combination may be limited. Further, disclose that the time necessary
for government
review of the transaction or a decision to prohibit the transaction
could prevent you from
completing an initial business combination and require you to
liquidate. Disclose the
consequences of liquidation to investors, such as the losses of the
investment opportunity
Pui Lan Patrick Tsang
TG Venture Acquisition Corp.
July 11, 2023
Page 4
in a target company, any price appreciation in the combined company,
and the warrants,
which would expire worthless.
10. Please address specifically any PRC regulations concerning mergers and
acquisitions by
foreign investors that your initial business combination transaction
may be subject to,
including PRC regulatory reviews, which may impact your ability to
complete a business
combination in the prescribed time period. Also address any impact PRC
law or
regulation may have on the cash flows associated with the business
combination,
including shareholder redemption rights.
11. Given the Chinese government s significant oversight and discretion
over your sponsor
and the search for a target company, please revise to highlight
separately the risk that the
Chinese government may intervene or influence your operations at any
time, which could
result in a material change in your operations and/or the value of
your securities. Also,
given recent statements by the Chinese government indicating an intent
to exert more
oversight and control over offerings that are conducted overseas
and/or foreign investment
in China-based issuers, acknowledge the risk that any such action
could significantly limit
or completely hinder your ability to offer or continue to offer
securities to investors and
cause the value of such securities to significantly decline or be
worthless.
12. In light of recent events indicating greater oversight by the
Cyberspace Administration of
China (CAC) over data security, please revise your disclosure to
explain how this
oversight impacts your search for a target company and your ability to
complete your
initial business combination, and to what extent you believe that you
are compliant with
the regulations or policies that have been issued by the CAC to date.
13. Please include a risk factor that describes the potential material
effect on your
shareholders of the stock buyback excise tax enacted as part of the
Inflation Reduction
Act in August 2022. If applicable, include in your disclosure that the
excise tax could
reduce the trust account funds available to pay redemptions or that
are available to the
combined company following a de-SPAC. Describe the risks of the excise
tax applying to
redemptions in connection with:
liquidations that are not implemented to fall within the meaning
of complete
liquidation in Section 331 of the Internal Revenue Code,
extensions, depending on the timing of the extension relative to
when the SPAC
completes a de-SPAC or liquidates, and
de-SPACs, depending on the structure of the de-SPAC transaction.
Also describe, if applicable, the risk that if existing SPAC investors
elect to redeem their
FirstName LastNamePui Lan Patrick Tsang
shares such that their redemptions would subject the SPAC to the stock
buyback excise
Comapany NameTG
tax, the Venture
remaining Acquisition
shareholders thatCorp.
did not elect to redeem may
economically bear the
impact of the
July 11, 2023 Page 4 excise tax.
FirstName LastName
Pui Lan Patrick Tsang
FirstName
TG VentureLastNamePui Lan Patrick Tsang
Acquisition Corp.
Comapany
July NameTG Venture Acquisition Corp.
11, 2023
July 11,
Page 5 2023 Page 5
FirstName LastName
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
You may contact Paul Cline at 202-551-3851 or Isaac Esquivel at
202-551-3395 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Benjamin Holt at 202-551-6614 or Pam Howell at 202-551-3357 with any
other
questions.
Sincerely,
Division of
Corporation Finance
Office of Real Estate
& Construction
cc: Kelvin Liu