TGVC TG Venture Acquisition Corporation

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On June 22, 2023, TG Venture Acquisition Corp. (the “Company”) received a letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, based upon the closing bid price of the Company’s Class A common stock for the last 30 consecutive business days and its number of publicly held shares, the Company no longer meets Nasdaq Listing Rule 5450(b)(3)(C), which requires listed companies to maintain a minimum market value of publicly held shares (“MVPHS”) of at least $15 million. 

Nasdaq Listing Rule 5810(c)(3)(D) provides a compliance period of 180 calendar days, or until December 19, 2023 (the “Compliance Date”), in which to regain compliance with this requirement. If the Company’s market value of publicly held shares is $15 million or more for a minimum of 10 consecutive business days during the 180-day compliance period, Nasdaq will provide written notice of compliance to the Company. If the Company fails to regain compliance with the Nasdaq continued listing standards, Nasdaq will provide notice that the Company’s class A common stock will be subject to delisting. The Company would then be entitled to appeal that determination to a Nasdaq hearings panel. 

The notification has no immediate effect on the listing of the Company’s Class A common stock on Nasdaq Global Market. The Company intends to actively monitor its MVPHS between now and the Compliance Date, and may, if appropriate, evaluate available options including applying for a transfer to The Nasdaq Capital Market to resolve the deficiency and regain compliance with the MVPHS requirement. While the Company is exercising diligent efforts to maintain the listing of its securities on Nasdaq Global, there can be no assurance that the Company will be able to regain or maintain compliance with Nasdaq Global listing standards.