Item 1.01. Entry into a Material Definitive Agreement
Business Combination Agreement
On December 5, 2022, TG Venture Acquisition
Corp., a Delaware corporation (“TGVC”), entered into a Business Combination Agreement (the “Business
Combination Agreement”) by and among (i) The Flexi Group Limited, a business company with limited liability incorporated
under the laws of the British Virgin Islands (the “Flexi”), (ii) 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”), (iii) The Flexi
Merger Co. Ltd., a business company with limited liability incorporated under the laws of the British Virgin Islands and a direct
wholly owned subsidiary of PubCo (“Merger Sub 1”), and (iv) Flexi Merger Co. LLC, a Delaware limited
liability company and a direct wholly owned subsidiary of PubCo (“Merger Sub 2” and, Merger Sub 2, PubCo
and Merger Sub 1, each, individually, an “Acquisition Entity”).
Capitalized terms used in this Current Report
on Form 8-K but not otherwise defined herein have the meanings given to them in the Business Combination Agreement.
Pursuant to the Business Combination Agreement,
subject to the terms and conditions set forth therein, (i) Merger Sub 1 will merge with and into Flexi (the “Initial
Merger”), whereby the separate existence of Merger Sub 1 will cease and Flexi will be the surviving entity of the
Initial Merger and become a wholly owned subsidiary of PubCo, and (ii) following confirmation of the effective filing of the documents
required to implement the Initial Merger, Merger Sub 2 will merge with and into TGVC (the “SPAC Merger”
and together with the Initial Merger, the “Mergers”), the separate existence of Merger Sub 2 will cease
and TGVC will be the surviving entity of the SPAC Merger and a direct wholly owned subsidiary of PubCo.
As a result of the Mergers, among other things,
(i) each outstanding Flexi Ordinary Share will be cancelled in exchange for the right to receive such number of PubCo Ordinary
Shares that is equal to the Company Exchange Ratio, (ii) each outstanding SPAC Unit will be automatically detached and the holder
thereof will be deemed to hold one share of SPAC Class A Common Stock and one SPAC Warrant, (iii) each outstanding share of SPAC
Class B Common Stock will automatically convert into SPAC Class A Common Stock, (iv) each outstanding share of SPAC Class A Common
Stock will be cancelled in exchange for the right to receive such number of PubCo Ordinary Shares that is equal to the SPAC Exchange
Ratio, and (v) each outstanding SPAC Warrant will be assumed by PubCo and converted into a warrant to purchase PubCo Ordinary Shares
(each, an “Assumed SPAC Warrant”).
Earnout
The Business Combination Agreement, subject
to the terms and conditions set forth therein, provides that Flexi shareholders as of the Initial Merger will have the right to
receive up to an aggregate of 2,900,000 additional PubCo Ordinary Shares based on the total annual revenues of PubCo in each of
the two fiscal years following the Closing Date.
Representations, Warranties and Covenants
The Business Combination Agreement contains
customary representations and warranties of the parties, which will not survive the Closing. Many of the representations and warranties
are qualified by materiality or Company Material Adverse Effect (with respect to Flexi) or SPAC Material Adverse Effect (with respect
to TGVC). “Material Adverse Effect” as used in the Business Combination Agreement means with respect to Flexi or TGVC,
as applicable, any event, state of facts, development, change, circumstance, occurrence or effect that has had, or would reasonably
be expected to have, individually or in the aggregate, a material adverse effect on (i) the business, assets and liabilities, results
of operations or financial condition of the applicable party and its subsidiaries, taken as a whole or (ii) the ability of such
party or any of its subsidiaries to consummate the Transactions, in each case subject to certain customary exceptions. Certain
of the representations are subject to specified exceptions and qualifications contained in the Business Combination Agreement or
in information provided pursuant to certain disclosure schedules to the Business Combination Agreement.
The Business Combination Agreement also contains
pre-closing covenants of the parties, including obligations of the parties to operate their respective businesses in the ordinary
course consistent with past practice, and to refrain from taking certain specified actions without the prior written consent of
the other applicable parties, in each case, subject to certain exceptions and qualifications. Additionally, the parties have agreed
not to solicit, negotiate or enter into competing transactions, as further provided in the Business Combination Agreement. The
covenants do not survive the Closing (other than those that are to be performed after the Closing).
As promptly as practicable after the execution
of the Business Combination Agreement, TGVC and PubCo have agreed to prepare and file with the SEC, a Registration Statement on
Form F-4 (as amended, the “F-4 Registration Statement”) in connection with the registration under the
Securities Act of 1933, as amended (the “Securities Act”), of the offer and issuance of the PubCo Ordinary
Shares and Assumed SPAC Warrants to be issued pursuant to the Business Combination Agreement The F-4 Registration Statement will
contain a proxy statement/prospectus for the purpose of (i) TGVC soliciting proxies from its shareholders to approve the Business
Combination Agreement, the Transactions and related matters (the “TGVC Shareholder Approval”) at a special
meeting of TGVC shareholders (the “Shareholder Meeting”), (ii) providing TGVC’s shareholders an
opportunity, in accordance with its organizational documents and initial public offering prospectus, to redeem their shares of
SPAC Class A Common Stock (collectively, the “Redemptions”), and (iii) PubCo’s offering and issuance
of the PubCo Ordinary Shares and Assumed Warrants in connection with the Transactions.
PubCo agreed to take all action within its
power so that effective at the Closing, the board of directors of PubCo will consist of no less than five individuals, two of whom
may be designated by the Sponsor, and a majority of whom shall be independent directors in accordance with Nasdaq requirements,
and which shall comply with all diversity requirements under applicable Law.
In addition, prior to Closing, PubCo agreed
to amend and restate its Memorandum of Association and Articles of Association (the “PubCo Governing Documents”).
The PubCo Governing Documents will include customary provisions for a memorandum of association and articles of association of
a British Virgin Islands publicly traded company that is traded on Nasdaq.
Conditions to the Parties’ Obligations to Consummate the
Mergers
Under the Business Combination Agreement, the
parties’ obligations to consummate the Transactions are subject to a number of customary conditions for special purpose acquisition
companies, including, among others, the following: (i) the approval of the Mergers and the other shareholder proposals required
to approve the Transactions by TGVC’s and Flexi’s shareholders, (ii) all specified approvals or consents (including
governmental and regulatory approvals) have been obtained and all waiting, notice, or review periods have expired or been terminated,
as applicable, (iii) the effectiveness of the F-4 Registration Statement, (iv) PubCo’s initial listing application with Nasdaq
shall have been conditionally approved and, immediately following the Closing, PubCo shall satisfy any applicable initial and continuing
listing requirements of Nasdaq and PubCo shall not have received any notice of non-compliance therewith, and (v) the PubCo Ordinary
Shares and Assumed SPAC Warrants having been approved for listing on Nasdaq, subject to round lot holder requirements.
In addition to these customary closing conditions,
TGVC must also hold net tangible assets of at least $5,000,001 immediately prior to Closing, net of Redemptions and liabilities
(including TGVC’s transaction expenses).
The obligations of TGVC to consummate the Transactions
are also subject to, among other things (i) the representations and warranties of Flexi and of each Acquisition Entity being true
and correct, subject to the materiality standards contained in the Business Combination Agreement, (ii) material compliance by
Flexi and each Acquisition Entity with its pre-closing covenants, and (iii) the absence of a Company Material Adverse Effect.
In addition, the obligations of Flexi to consummate
the Transactions are also subject to, among other things (i) the representations and warranties of TGVC being true and correct,
subject to the materiality standards contained in the Business Combination Agreement, (ii) material compliance by TGVC with its
pre-closing covenants, and (iii) the absence of a SPAC Material Adverse Effect.
Termination Rights
The Business Combination Agreement contains
certain termination rights, including, among others, the following: (i) upon the mutual written consent of TGVC and Flexi, (ii)
if the consummation of the Transactions is prohibited by governmental order, (iii) if the Closing has not occurred on or before
May 5, 2023, (iv) in connection with a breach of a representation, warranty, covenant or other agreement by Flexi or TGVC which
is not capable of being cured or is not cured within 30 days after receipt of notice of such breach, (v) by either TGVC or Flexi
if the board of directors of the other party publicly changes its recommendation with respect to the Business Combination Agreement
and Transactions and related shareholder approvals under certain circumstances detailed in the Business Combination Agreement,
(vi) by either TGVC or Flexi if the Shareholder Meeting is held and TGVC Shareholder Approval is not received, (vii) by TGVC if
the requisite Company Audited Financial Statements and PCAOB-compliant unaudited financials of Flexi for the first, second and
third quarters of 2022 (to the extent required in accordance with the Business Combination Agreement) have not been delivered by
January 4, 2023, with respect to the first and second quarters, and January 16, 2023, with respect to the third quarter, or (viii)
by TGVC if Flexi does not receive the written consent of its shareholders to the Business Combination Agreement and related approvals
within five business days after the F-4 Registration Statement has become effective.
None of the parties to the Business Combination
Agreement are required to pay a termination fee or reimburse any other party for its expenses as a result of a termination of the
Business Combination Agreement. However, each party will remain liable for willful and material breaches of the Business Combination
Agreement prior to termination.
Trust Account Waiver
Flexi and each Acquisition Entity agreed that
it and its affiliates will not have any right, title, interest or claim of any kind in or to any monies in TGVC’s trust account
held for its public shareholders, and agreed not to, and waived any right to, make any claim against the trust account (including
any distributions therefrom).
The Business Combination Agreement 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 Business Combination Agreement. The Business Combination Agreement provides investors with information
regarding its terms and is not intended to provide any other factual information about the parties. In particular, the assertions
embodied in the representations and warranties contained in the Business Combination Agreement were made as of the execution date
of the Business Combination Agreement only and are qualified by information in confidential disclosure schedules provided by the
parties to each other in connection with the signing of the Business Combination Agreement. These disclosure schedules contain
information that modifies, qualifies, and creates exceptions to the representations and warranties set forth in the Business Combination
Agreement. Moreover, certain representations and warranties in the Business Combination Agreement may have been used for the purpose
of allocating risk between the parties rather than establishing matters of fact. Accordingly, you should not rely on the representations
and warranties in the Business Combination Agreement as characterizations of the actual statements of fact about the parties.
Shareholder Support Agreement
Contemporaneously with the execution of the
Business Combination Agreement, PubCo, Flexi and certain Flexi shareholders entered into a Shareholder Support Agreement, pursuant
to which, among other things, certain Flexi shareholders agreed (i) to vote their Flexi shares in favor of the Business Combination
Agreement (including by execution of a written consent), the Mergers and the other Transactions, (ii) to waive any rights to seek
appraisal or rights of dissent in connection with the Business Combination Agreement, the Mergers and the transactions contemplated
thereby; and (iii) to consent to the termination of all shareholder agreements with Flexi (with certain exceptions), effective
at Closing, subject to the terms and conditions contemplated by the Shareholder Support Agreement. Flexi shareholders party to
the Shareholder Support Agreement collectively have a sufficient number of votes to approve the Business Combination Agreement,
the Mergers and the other Transactions.
The Shareholder Support Agreement and all of
its provisions will terminate and be of no further force or effect upon the earlier of the Closing and termination of the Business
Combination Agreement pursuant to its terms. Upon such termination of the Shareholder Support Agreement, all obligations of the
parties under the Shareholder Support Agreement will terminate; provided, however, that such termination will not
relieve any party thereto from liability arising in respect of any breach of the Shareholder Support Agreement prior to such termination.
The Shareholder Support Agreement is filed
as Exhibit 10.1 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 Shareholder Support Agreement.
Sponsor Support Agreement
Contemporaneously with the execution of the
Business Combination Agreement, TGVC entered into a Sponsor Support Agreement with the Sponsor, PubCo, Flexi, and certain members
of TGVC’s board of directors and management team (the “Holders”), pursuant to which, among other
things, the Sponsor and the Holders agreed to vote their TGVC shares in favor of the Business Combination Agreement (including
by execution of a written consent), the Mergers and the other Transactions, subject to the terms and conditions contemplated by
the Sponsor Support Agreement.
The Sponsor Support Agreement and all of its
provisions will terminate and be of no further force or effect upon the earlier to occur of Closing and termination of the Business
Combination Agreement pursuant to its terms.
The Sponsor Support Agreement is filed as
Exhibit 10.2 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 Sponsor Support Agreement.
Lock-Up Agreement
Concurrently with the execution of the Business
Combination Agreement, TGVC and PubCo entered into separate Lock-Up Agreements (each a “Lock-Up Agreement”)
with Sponsor, certain members of TGVC’s board of directors and management team, and certain Flexi shareholders, pursuant
to which 95% of the PubCo Ordinary Shares to be received by such shareholders will be locked-up and subject to transfer restrictions
for a period of time following the Closing, as described below, subject to certain exceptions. That portion of the securities held
by such shareholders will be locked-up until the earliest of: (i) the six month anniversary of the date of the Closing, (ii) subsequent
to the Business Combination, if the last sale price of PubCo Ordinary Shares equals or exceeds $12.00 per share (adjusted for stock
splits, stock dividends, reorganizations, recapitalizations and the like), for any 20 trading days within any 30-trading day period
commencing at least 150 days after the date of the Business Combination, and (iii) the date after the Closing on which PubCo completes
a liquidation, merger, capital stock exchange, reorganization or other similar transaction which results in all of PubCo’s
shareholders having the right to exchange their equity holdings in PubCo for cash, securities or other property.
A form of the Lock-Up Agreement is filed
as Exhibit 10.3 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 Lock-Up Agreement.
Registration Rights Agreement
Concurrently with the execution of the Business
Combination Agreement, PubCo entered into a Registration Rights Agreement (the “Registration Rights Agreement”)
with Sponsor and certain Flexi shareholders pursuant to which, among other things, PubCo agreed to provide Sponsor and such shareholders
with certain rights relating to the registration for resale under the Securities Act of the PubCo Ordinary Shares and Assumed Warrants
that they received in the Mergers.
A form of the Registration Rights Agreement
is filed as Exhibit 10.4 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 Registration Rights Agreement.