UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Item 1.01. Entry into a Material Definitive Agreement
On August 10, 2023, TG Venture Acquisition Corp., a Delaware corporation (the “Company”) entered into an amendment (the “First Amendment”) to the Business Combination Agreement (the “Business Combination Agreement”), dated December 5, 2022, by and among (i) the Company, (ii) The Flexi Group Limited (“Flexi”), (iii) The Flexi Group Holdings, Ltd., a direct wholly owned subsidiary of Flexi (“PubCo”), (iv) The Flexi Merger Co. Ltd., a direct wholly owned subsidiary of PubCo (“Merger Sub 1”), and (v) Flexi Merger Co. LLC, a direct wholly owned subsidiary of PubCo (“Merger Sub 2”).
The First Amendment revises the earnout periods set forth in the Business Combination Agreement to provide that Flexi shareholders may receive earnout shares based on PubCo revenue targets achieved during the first two full fiscal years following the closing of the business combination to be effected pursuant thereto.
A copy of the First Amendment is filed as Exhibit 2.1 to this Current Report on Form 8-K and the foregoing description thereof is qualified in its entirety by reference to the full text of the First Amendment.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 2.1 | First Amendment to Business Combination Agreement, dated as of August 10, 2023, by and among the Company, Flexi, PubCo, Merger Sub 1 and Merger Sub 2. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| TG Venture Acquisition Corp. | |||
| By: | /s/ Pui Lan Patrick Tsang | ||
| Name: | Pui Lan Patrick Tsang | ||
| Title: | Chief Executive Officer and Director | ||
Dated: August 10, 2023