Item 7.01. Regulation FD Disclosure
On April 3, 2023, TG Venture Acquisition Corp., a
Delaware corporation (“TGVC”) posted an investor presentation to its website at https://tgventureacquisition.com,
which outlines the proposed business combination (the “Business Combination”) with The Flexi Group Limited,
a business company with limited liability incorporated under the laws of the British Virgin Islands ( “Flexi”),
and 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”).
As previously disclosed, the Business Combination is being undertaken pursuant to that certain Business Combination Agreement, dated as
of December 5, 2022, by and among, TGVC, Flexi, PubCo and the other parties thereto, as reported on TGVC’s Current Report on Form
8-K dated December 6, 2022. A copy of the investor presentation is attached hereto as Exhibit 99.1 and incorporated into this Item 7.01
by reference. The information contained on TGVC’s website is not intended to be incorporated by reference into this Current Report
on Form 8-K.
Also on April 3, 2023, TGVC issued a press release
announcing that it had published the investor presentation to its website. A copy of the press release is attached hereto as Exhibit 99.2
and incorporated into this Item 7.01 by reference.
The information in this Item 7.01, including Exhibits
99.1 and 99.2, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), or otherwise subject to liabilities under that section, and shall not be deemed
to be incorporated by reference into the filings of TGVC under the Securities Act of 1933 (the “Securities Act”)
or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report on Form 8-K will not be deemed
an admission as to the materiality of any of the information in this Item 7.01, including Exhibits 99.1 and 99.2.
Important Information and Where to Find It
This Current Report on Form 8-K relates to the Business
Combination. In connection with the Business Combination, TGVC and PubCo have filed relevant materials with the SEC, including the Registration
Statement on Form F-4 filed by PubCo (the “Registration Statement”), which includes a proxy statement of TGVC
in connection with TGVC’s solicitation of proxies for the vote by TGVC’s stockholders with respect to the Business Combination
and a prospectus of PubCo, which has not yet become effective. The proxy statement/prospectus will be sent to all TGVC shareholders. TGVC
and PubCo also will file other documents regarding the Business Combination with the SEC. Before making any voting or investment decision,
investors and security holders of TGVC are urged to read the Registration Statement, the proxy statement/prospectus and all other relevant
documents filed or that will be filed with the SEC in connection with the Business Combination as they become available because they will
contain important information about the Business Combination.
Investors and security holders will be able to obtain
free copies of the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC by TGVC through
the website maintained by the SEC at www.sec.gov or by directing a request to TGVC to 1390 Market Street, Suite 200, San Francisco, CA
94102 or via email at info@tgventureaquisition.com.
Participants in the Solicitation
The Flexi Group, TGVC and their respective directors,
executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies from
TGVC’s stockholders in connection with the Business Combination. Information regarding the persons who may, under SEC rules, be
deemed participants in the solicitation of TGVC’s stockholders in connection with the Business Combination and a description of
their direct and indirect interests, by security holdings or otherwise, is set forth in the Registration Statement. You can find more
information about TGVC’s directors and executive officers in TGVC’s annual report on Form 10-K for the year ended December
31, 2022, filed with the SEC on March 29, 2023. These filings are available free of charge at the SEC’s web site at www.sec.gov.
Stockholders, potential investors and other interested persons should read the proxy statement/prospectus carefully before making any
voting or investment decisions. You may obtain free copies of these documents from the sources indicated above.
Non-Solicitation
This Current Report on Form 8-K is not a proxy statement
or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the potential transaction and shall
not constitute an offer to sell or a solicitation of an offer to buy the securities of TGVC or The Flexi Group, nor shall there be any
offer, solicitation, or sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful
prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except
by means of a prospectus meeting the requirements of the Securities Act.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements
that are not historical facts, including the statements regarding the anticipated timing and benefits of the proposed transactions. All
forward-looking statements are based on TGVC’s current expectations and beliefs concerning future developments and their potential
effects on TGVC, Flexi or PubCo. Forward-looking statements are based on various assumptions, whether or not identified in this press
release, and are subject to risks and uncertainties. These forward-looking statements are not intended to serve as a guarantee of future
performance.
Many factors could cause actual future events to differ
materially from the forward-looking statements in this Current Report on Form 8-K, including but not limited to: (i) the failure to satisfy
the conditions to the consummation of the transaction, including the adoption of the Business Combination Agreement by TGVC’s stockholders
and the satisfaction of the minimum trust account amount following any redemptions by TGVC’s public shareholders, (ii) the occurrence
of any event, change or other circumstance that could give rise to the termination of the Business Combination Agreement, (iii) the effect
of the announcement or pendency of the transaction on Flexi’s business relationships, operating results and business generally,
(iv) risks that the transaction disrupts current plans and operations of Flexi, (v) the outcome of any legal proceedings that may be instituted
against The Flexi Group or TGVC related to the proposed Business Combination, (vi) costs related to the Business Combination and the failure
to realize anticipated benefits of the Business Combination or to realize estimated pro forma results and underlying assumptions, including
with respect to estimated shareholder redemptions, (vii) the risk that Flexi and its current and future collaborators are unable to successfully
develop and commercialize Flexi products or services, or experience significant delays in doing so, (viii) the risk that The Flexi Group
may need to raise additional capital to execute Flexi’s business plan, which many not be available on acceptable terms or at all,
and (ix) the risk that the post-combination company experiences difficulties in managing its growth and expanding operations. The foregoing
list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described
in the “Risk Factors” section of the Registration Statement and proxy statement/prospectus and other documents filed or to
be filed by TGVC or PubCo from time to time with the SEC. These filings identify and address other important risks and uncertainties that
could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements
speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and TGVC assumes
no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events,
or otherwise, except as required by law.