Item 8.01. Other Events
On April 25, 2022, TG Venture Acquisition Corp., a
Delaware corporation (the “Company”), issued a press release announcing that its special meeting of stockholders
(the “Special Meeting”) will be postponed from 10:00 a.m. Eastern Time on April 27, 2023 to 10:00 a.m. Eastern
Time on May 4, 2023. The estimated redemption price per share is expected to remain approximately $10.37 at the time of the Special
Meeting, as originally reported in the Company’s definitive proxy statement (the “Proxy
Statement”) in connection with the Special Meeting filed with the U.S. Securities and Exchange Commission on April
10, 2023. The closing price of the Company’s common stock on April 24, 2023 was $10.37.
The press release is attached hereto as Exhibit 99.1
and is incorporated by reference herein.
Participants in the Solicitation
The Company and its directors and executive officers
and other persons may be deemed to be participants in the solicitation of proxies from the Company’s stockholders in respect of
the Special Meeting, the Charter Amendment Proposal (as defined in the Proxy Statement), the Trust
Amendment Proposal (as defined in the Proxy Statement and, with the Charter Amendment Proposal, the “Extension Proposals”)
and related matters. Information regarding the Company’s directors and executive officers is available in Company’s annual
report on Form 10-K for the year ended December 31, 2022, filed with the U.S. Securities and Exchange Commission (the “SEC”)
on March 29, 2023. Additional information regarding the participants in the proxy solicitation and a description of their direct
and indirect interests are contained in the Proxy Statement.
Non-Solicitation
This communication
shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities
in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities
laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10
of the Securities Act of 1933, as amended.
Additional Information
The Company
has filed the Proxy Statement with the SEC in connection with the Special Meeting to consider and vote upon the Extension Proposals and
other matters and, beginning on or about April 12, 2023, mailed the Proxy Statement and other relevant documents to its stockholders as
of the April 3, 2023 record date for the Special Meeting. The Company’s stockholders and other interested persons are advised to
read the Proxy Statement and any other relevant documents that have been or will be filed with the SEC in connection with the Company’s
solicitation of proxies for the Special Meeting because these documents contain important information about the Company, the Extension
Proposals and related matters. Stockholders may also obtain a free copy of the Proxy Statement, as well as other relevant documents that
have been or will be filed with the SEC, without charge, at the SEC’s website located at www.sec.gov or by directing a request to:
TG Venture Acquisition Corp., 1390 Market Street, Suite 200, San Francisco, CA 94102 or to: Okapi Partners, Attention: Chuck Garske /
Christian Jacques, (212) 297-0720, or Info@okapipartners.com.
Forward-Looking Statements
This
Current Report on Form 8-K (this “Form 8-K”) includes “forward-looking statements” within
the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,
as amended. Statements regarding the estimated per share redemption price and related matters, as well as all other statements other
than statements of historical fact included in this Form 8-K are forward-looking statements. When used in this Form 8-K, words
such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,”
“intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,”
“project,” “should,” “would” and similar expressions, as they relate to the Company or its management
team, identify forward-looking statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions
made by, and information currently available to, the Company’s management. Actual results could differ materially from those contemplated
by the forward-looking statements as a result of certain factors detailed in the Company’s filings with the SEC. All subsequent
written or oral forward-looking statements attributable to the Company or persons acting on its behalf are qualified in their entirety
by this paragraph. Forward-looking statements are subject to numerous conditions many of which are beyond the control of the Company,
including those set forth in the “Risk Factors” section of the Company’s Annual Report on Form 10-K, subsequent
quarterly reports on Form 10-Q and initial public offering prospectus. The Company undertakes no obligation to update
these statements for revisions or changes after the date of this release, except as required by law.