CORRESP 1 filename1.htm

TG VENTURE ACQUISITION CORP.

1390 Market Street, Suite 200

San Francisco, California 94102

September 24, 2021

Via Edgar

Mr. Frank Knapp

Division of Corporation Finance

Office of Trade & Services

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

Re:	TG Venture Acquisition Corp.
	Registration Statement on Form S-1
	Filed August 13, 2021
	File No. 333-258773

Dear Mr. Frank Knapp:

This letter is in response to the letter dated September 8, 2021, from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) addressed to TG Venture Acquisition Corp. (the “Company,” “we,” and “our”). For ease of reference, we have recited the Commission’s comments in this response and numbered them accordingly. A Registration Statement on Form S-1 (the “Registration Statement”) is being filed to accompany this letter.

Registration Statement on Form S-1 filed August 13, 2021

Prospectus Cover Page, page 4

1. We note that the SPAC Sponsor is located in Hong Kong and a majority of your executive officers are located in or have significant ties to China and Hong Kong. Please disclose this prominently on the prospectus cover page. Your disclosure also should describe the legal and operational risks associated with being based in or acquiring a company that does business in China. Your disclosure should make clear whether these risks could result in a material change in your or the target company’s post-combination operations and the value of your common stock, 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 anti-monopoly concerns, has or may impact the company’s ability to conduct its business, accept foreign investments, or list on an U.S. or other foreign exchange. Your prospectus summary should address, but not necessarily be limited to, the risks highlighted on the prospectus cover page.

Response: We acknowledge the comment and respectfully advise the Staff that we will not undertake our initial business combination with any entity that conducts a majority of its business or is headquartered in China (including Hong Kong and Macau). We have revised the cover page, prospectus summary on page 4, risk factors beginning on page 43, management discussion and analysis on page 97 and business from pages 103 to 146 to disclose such exclusion.

Prospectus Summary, page 7

2. Given that you may be seeking to acquire a company that uses or may use a variable interest entity structure to conduct China-based operations, please describe what that organizational structure would entail. Explain that the entity in which investors may hold their interest may not be the entity or entities through which the company’s operations may be conducted in China after the business combination. Discuss how this type of corporate structure may affect investors and the value of their investment, including how and why the contractual arrangements may be less effective than direct ownership and that the company may incur substantial costs to enforce the terms of the arrangements. Disclose the uncertainties regarding the status of the rights of a holding company with respect to its contractual arrangements with a VIE, its founders and owners and the challenges the company may face enforcing these contractual agreements due to uncertainties under Chinese law and jurisdictional limits.