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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K/A

 

CURRENT REPORT

 

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

 

Date of report (Date of earliest event reported): March 11, 2024 (December 26, 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 of 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 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

 

On December 28, 2023, TG Venture Acquisition Corp. (“TGV”) filed the initial Current Report on Form 8-K to disclose that TGV received a delist determination letter from Nasdaq for failure to maintain compliance with Nasdaq’s listing standards (the “Initial 8K”).

 

Although as disclosed in the Initial 8K, TGV submitted a hearing request to the Nasdaq Hearings Panel (the “Panel”), following the February 22, 2024 termination of the business combination agreement (as amended, the “Business Combination Agreement”) by and among (i) TGV, (ii) The Flexi Group Limited, a business company with limited liability incorporated under the laws of the British Virgin Islands (the “Flexi”), (iii) 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”), (iv) 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, and (v) Flexi Merger Co. LLC, a Delaware limited liability company and a direct wholly owned subsidiary of PubCo, TGV withdrew its request to appeal the delist determination. As a result, TGV’s securities will be suspended from trading as of March 11, 2024, and Nasdaq will file a Form 25 Notification of Delisting with the SEC.

 

TGV is exploring its options and available legal remedies against Flexi in connection with the termination of the Business Combination Agreement and intends to vigorously protect its rights under the Business Combination Agreement.

 

 

 

 

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/ Patrick Tsang  
  Name: Pui Lan Patrick Tsang  
  Title: Chief Executive Officer and Director  

 

Dated: March 11, 2024

 

 

 

 

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Cover
Dec. 26, 2023
Document Type 8-K/A
Amendment Flag true
Amendment Description true
Document Period End Date Dec. 26, 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 false
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 of Class A Common Stock for $11.50 per share  
Title of 12(b) Security Warrants, each exercisable for one share of Class A Common Stock for $11.50 per share
Trading Symbol TGVC.W
Security Exchange Name NASDAQ
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