United States securities and exchange commission logo
September 7, 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/A
(Amendment No. 1) for the 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.
Unless we note otherwise, our references to prior comments are to
comments in our July 11,
2023 letter.
Form 10-K/A (Amendment No. 1) for the Fiscal Year Ended December 31,
2022
Item 1. Description of Business
PRC Limitations and Concerns, page 11
1. We note your response
to comment 1. Please remove the page 12 statement that "[w]e do
not believe that, as of
the date of this filing, there are legal or operational risks to us
associated with the
laws and regulations of mainland China solely due to or as a result of
the Sponsor being based
in Hong Kong." Please remove similar statements elsewhere in
your filing, for
example, on pages 13 and 42. 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
Pui Lan Patrick Tsang
FirstName
TG VentureLastNamePui Lan Patrick Tsang
Acquisition Corp.
Comapany 7,
September NameTG
2023 Venture Acquisition Corp.
September
Page 2 7, 2023 Page 2
FirstName LastName
ability to offer or continue to offer securities to investors and
cause the value of such
securities to significantly decline or be worthless.
2. We reissue comment 2. Please include a summary risk factor, as
required by Item 105(b)
of Regulation S-K. Such disclosure should summarize the risks that
your 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. We note your response to comment 4 and partially reissue the comment.
Please also
describe the consequences to you and your investors if you or your
sponsor: (i) do not
receive or maintain permissions or approvals from Chinese authorities,
(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.
4. We note your response to comment 6 and partially reissue the comment.
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 or Hong Kong. For example, revise to discuss more
specifically the
limitations on investors being able to effect service of process and
enforce civil liabilities
in China and Hong Kong; lack of reciprocity and treaties; and cost and
time constraints.
Additionally, please identify each officer and director located in
China or Hong Kong and
disclose that it will be more difficult to enforce liabilities and
enforce judgments on those
individuals.
5. Please revise or advise to reconcile your pages 11, 35, and 41
disclosure that Mr. Tsang is
located/resides in Hong Kong with your page 19 disclosure that "[n]one
of our officers
and directors are located in the PRC" and The Flexi Group Holdings
Ltd's Form F-4
disclosure indicating that Mr. Tsang resides in Ireland.
Additionally, please revise or advise to reconcile your page 19
disclosure that "[n]one of
our officers and directors are located in the PRC" with The Flexi
Group Holdings Ltd's
Form F-4 disclosure indicating that Mr. Alexander resides in Hong
Kong.
Pui Lan Patrick Tsang
TG Venture Acquisition Corp.
September 7, 2023
Page 3
General
6. We reissue comment 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.
7. Please revise or advise to clarify the location of your operations. In
this regard, as a non-
exclusive example, we note your pages 35 and 36 disclosure indicating
that your
operations are based in Hong Kong. However, we also note your pages 41
and 43
disclosure indicating that you do not have operations in Hong Kong.
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,
FirstName LastNamePui Lan Patrick Tsang
Division of
Corporation Finance
Comapany NameTG Venture Acquisition Corp.
Office of Real
Estate & Construction
September 7, 2023 Page 3
cc: Kelvin Liu
FirstName LastName