Item 1.01. Entry into a Material Definitive Agreement
On April 30, 2023, TG Venture Acquisition Corp. (the “Company”),
and Tsangs Group Holdings Limited (the “Sponsor”), the Company’s sponsor, entered into an agreement (the “Non-Redemption Agreement”)
with Bulldog Investors, LLP (“Bulldog”) and Phillip Goldstein (“Goldstein” and, together
with Bulldog, the “Investors”) in exchange for the Investors agreeing not to redeem shares of the Company’s
Class A common stock sold in the Company’s initial public offering (the “Public Shares”) at the Company’s
special meeting of stockholders (the “Special Meeting”) at which proposals to approve an extension of time for
the Company to consummate an initial business combination (the “Extension Proposals”) from May 5, 2023 to November
5, 2023 (the “Extension”) have been submitted to the stockholders. The Non-Redemption Agreement provides
for, among other things, the Sponsor to pay approximately $105,000 to the Investors in exchange for the Investors agreeing to hold and
not redeem certain Public Shares at the Special Meeting.
The Non-Redemption Agreement shall terminate
on the earlier of (a) the failure of the Company’s stockholders to approve the Extension at the Special Meeting, (b) the fulfillment
of all obligations of parties to the Non-Redemption Agreement, (c) the liquidation or dissolution of the Company, (d) the mutual
written agreement of the parties, or (e) if the investor exercises its redemption rights with respect to any of the Public Shares subject
to the Non-Redemption Agreement.
Additionally, pursuant to the Non-Redemption Agreement,
the Company has agreed that until the earlier of (a) the consummation of the Company’s initial business combination; (b) the liquidation
of the trust account; and (c) 24 months from consummation of the Company’s initial public offering, the Company will maintain the
investment of funds held in the trust account in interest-bearing United States government securities within the meaning of Section 2(a)(16)
of the Investment Company Act of 1940, as amended (the “Investment Company Act”), having a maturity of 185 days
or less, or in money market funds meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 promulgated
under the Investment Company Act, which invest only in direct U.S. government treasury obligations. The Company has also agreed that
it will not use any amounts in the trust account, or the interest earned thereon, to pay any excise tax that may be imposed on the Company
pursuant to the Inflation Reduction Act (IRA) of 2022 (H.R. 5376) (the “Inflation Reduction Act”) due to any
redemptions of public shares at the Special Meeting, including in connection with a liquidation of the Company if it does not effect a
business combination prior to its termination date by the Company. The Non-Redemption Agreement is not expected to increase
the likelihood that the Extension Proposals are approved by stockholders but will increase the amount of funds that remain in the Company’s
trust account following the Special Meeting.
In connection with the Non-Redemption Agreement, the Company amended its advisory
agreement with ThinkEquity LLC and agreed to pay ThinkEquity LLC an advisory fee of $50,000.
Also in connection with the Non-Redemption Agreement,
a director of the Company agreed to provide a loan to the Sponsor in the principal amount of approximately $105,000.
The foregoing summary of the Non-Redemption Agreement does not purport
to be complete and is qualified in its entirety by reference to the Non-Redemption Agreement attached hereto as Exhibit 10.1
and incorporated herein by reference.
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
Extension Proposals and related matters. Information regarding the Company’s directors and executive officers is available
in the Company’s annual report on Form 10-K for the year ended December 31, 2022, filed with
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 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.
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 LLC, 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
Company’s investment of the trust account funds and agreement not to use the funds in the trust account for payment of any excise
tax that may be imposed on the Company pursuant to the Inflation Reduction Act due to any redemptions of Public Shares at the Special
Meeting 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.