TGVCU TG Venture Acquisition Corporation

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

 

Date of report (Date of earliest event reported): October 25, 2023 (October 25, 2023)

 

 TG Venture Acquisition Corp.
(Exact name of registrant as specified in its charter)

 

Delaware		001-41000		86-1985947
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification Number)

 

1390 Market Street, Suite 200

San Francisco, CA 94102
(Address of principal executive offices, including zip code)

 

Registrant’s telephone number, including area code: (628) 251-1369

 

Not Applicable
(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☒	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class		Trading Symbols		Name of Each Exchange on Which Registered
Units, each consisting of one share of Class A Common Stock and one Redeemable Warrant		TGVC.U		Nasdaq Global Market
Class A Common Stock, par value $0.0001 per share		TGVC		Nasdaq Global Market
Warrants, each exercisable for one share Class A Common Stock for $11.50 per share		TGVC.W		Nasdaq Global Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

Item 8.01. Other Events

 

On October 25, 2023, 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 its scheduled date of 10:00 a.m. Eastern Time on October 27, 2023 to 10:30 a.m. Eastern Time on November 1, 2023. The estimated redemption price per share is expected to be approximately $11.03 at the time of the Special Meeting, an increase from the $10.97 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 (“SEC”) on October 11, 2023. The closing price of the Company’s common stock on October 24, 2023 was $10.85.

 

Stockholders who have previously submitted their proxies or otherwise voted and who do not want to change their vote need not take any action. Stockholders as of the record date can vote, even if they have subsequently sold their shares. Any stockholders who wish to change their vote and need assistance should contact Okapi Partners LLC at (212) 297-0720, or info@okapipartners.com. In connection with the postponement of the Special Meeting, the Company has extended the deadline of holders of the Company’s common stock issued in its initial public offering (the “Public Shares”) to submit their Public Shares for redemption in connection with the Charter Amendment Proposal (as defined in the Proxy Statement) until 5:00 p.m. Eastern Time on October 30, 2023. Stockholders who wish to withdraw their previously submitted redemption requests may do so prior to the rescheduled meeting by requesting that the transfer agent return such Public Shares prior to 7:30 a.m. Eastern Time on November 1, 2023.

 

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, together with the Charter Amendment Proposal, 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, as amended. 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 October 12, 2023, mailed the Proxy Statement and other relevant documents to its stockholders as of the October 10, 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 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. 

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.		Description
99.1		Press Release, dated October 25, 2023.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	TG Venture Acquisition Corp.
	By:	/s/ Pui Lan Patrick Tsang
		Name:	Pui Lan Patrick Tsang
		Title:	Chief Executive Officer and Director

 

Dated: October 25, 2023

 

 

 

Exhibit 99.1

 

TG Venture Acquisition Corp. Announces Change of Date and Time of its Special Meeting

 

New York, NY, October 25, 2023 /ACCESSWIRE/ – TG Venture Acquisition Corp. (Nasdaq: TGVC) (“TGVC”), a special purpose acquisition company sponsored by Tsangs Group Holdings Limited, announced today that its special meeting of stockholders (“Special Meeting”) will be postponed from its scheduled date of 10:00 a.m. Eastern Time on October 27, 2023 to 10:30 a.m. Eastern Time on November 1, 2023. The Special Meeting can still be accessed virtually by visiting https://www.virtualshareholdermeeting.com/TGVC2023SM2. You will need the 12-digit meeting control number that is printed on your proxy card to enter the Special Meeting. The record date for the Special Meeting remains October 10, 2023.

 

The estimated redemption price per share is expected to be approximately $11.03 at the time of the Special Meeting, an increase from the $10.97 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 (the “SEC”) on October 11, 2023. The closing price of TGVC’s common stock on October 24, 2023 was $10.85.

 

Stockholders who have previously submitted their proxies or otherwise voted and who do not want to change their vote need not take any action. Stockholders as of the record date can vote, even if they have subsequently sold their shares. Any stockholders who wish to change their vote and need assistance should contact Okapi Partners LLC at (212) 297-0720, or info@okapipartners.com. In connection with the postponement of the Special Meeting, TGVC has extended the deadline for holders of TGVC’s common stock issued in TGVC’s initial public offering (the “Public Shares”) to submit their Public Shares for redemption in connection with the Charter Amendment Proposal (as defined in the Proxy Statement) until 5:00 p.m. Eastern Time on October 30, 2023. Stockholders who wish to withdraw their previously submitted redemption requests may do so prior to the rescheduled meeting by requesting that the transfer agent return such Public Shares prior to 7:30 a.m. Eastern Time on November 1, 2023.

 

Participants in the Solicitation

 

TGVC and its directors and executive officers and other persons may be deemed to be participants in the solicitation of proxies from TGVC’s stockholders in respect of the Special Meeting, the proposals to amend TGVC’s Amended and Restated Certificate of Incorporation and Investment Management Trust Agreement (collectively, the “Extension Proposals”) and related matters. Information regarding TGVC’s directors and executive officers is available in TGVC’s annual report on Form 10-K for the year ended December 31, 2022, filed with the SEC on March 29, 2023, as amended. 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

 

TGVC 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 October 12, 2023, mailed the Proxy Statement and other relevant documents to its stockholders as of the October 10, 2023 record date for the Special Meeting. TGVC’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 TGVC’s solicitation of proxies for the Special Meeting because these documents contain important information about TGVC, 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 press release 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 press release are forward-looking statements. When used in this press release, 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 TGVC or TGVC’s 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, TGVC’s management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in TGVC’s filings with the SEC. All subsequent written or oral forward-looking statements attributable to TGVC 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 TGVC, including those set forth in the “Risk Factors” section of TGVC’s Annual Report on Form 10-K, subsequent quarterly reports on Form 10-Q and initial public offering prospectus. TGVC undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

 

Contact

 

TG Venture Acquisition Corp.

 

Tsangs Group
Azumi Ashley
Azumi.ashley@tsangsgroup.co

 

Kevin Lip
Kevin.lip@tsangsgroup.co

 

 

v3.23.3

Cover	Oct. 25, 2023
Document Type	8-K
Amendment Flag	false
Document Period End Date	Oct. 25, 2023
Entity File Number	001-41000
Entity Registrant Name	TG Venture Acquisition Corp.
Entity Central Index Key	0001865191
Entity Tax Identification Number	86-1985947
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	1390 Market Street
Entity Address, Address Line Two	Suite 200
Entity Address, City or Town	San Francisco
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94102
City Area Code	(628)
Local Phone Number	251-1369
Written Communications	true
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Units, each consisting of one share of Class A Common Stock and one Redeemable Warrant
Title of 12(b) Security	Units, each consisting of one share of Class A Common Stock and one Redeemable Warrant
Trading Symbol	TGVC.U
Security Exchange Name	NASDAQ
Class A Common Stock, par value $0.0001 per share
Title of 12(b) Security	Class A Common Stock, par value $0.0001 per share
Trading Symbol	TGVC
Security Exchange Name	NASDAQ
Warrants, each exercisable for one share Class A Common Stock for $11.50 per share
Title of 12(b) Security	Warrants, each exercisable for one share Class A Common Stock for $11.50 per share
Trading Symbol	TGVC.W
Security Exchange Name	NASDAQ

---