Basic Stats
| CIK | 1865191 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to TG Venture Acquisition Corp.
SEC Filings (Chronological Order)
This page provides a complete, chronological list of SEC Filings, excluding ownership filings which we provide elsewhere.
| April 17, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-4100 TG Venture Acquisition Corp. (Exact name of registrant as specified |
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| April 9, 2024 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing 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): April 9, 2024 TG Venture Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-41000 86-1985947 (State or Other Jurisdiction of Incorporation) (Commiss |
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| April 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 (Amendment No. 1) NOTIFICATION OF LATE FILING (CHECK ONE): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form N-SAR For Period Ended: December 31, 2023 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Transition Report on Form 10-Q o Transition Report on Form |
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| April 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (CHECK ONE): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form N-SAR For Period Ended: December 31, 2023 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Transition Report on Form 10-Q o Transition Report on Form N-SAR For the Tran |
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| March 19, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C (Rule 14c-101) Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☒ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☐ Definitive Information Statement TG Venture Acquisition Corp. (Nam |
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| March 11, 2024 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing 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 |
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| February 28, 2024 |
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): February 28, 2024 (February 22, 2024) TG Venture Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-41000 86-1985947 (State or Other Jurisdiction of |
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| February 28, 2024 |
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): February 28, 2024 (February 22, 2024) TG Venture Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-41000 86-1985947 (State or Other Jurisdiction of |
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| February 22, 2024 |
TGVC / TG Venture Acquisition Corp. / Shaolin Capital Management LLC Passive Investment SC 13G/A 1 shaolintgvc123123a1.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* TG Venture Acquisition Corp. (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) 87251T109 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Stat |
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| February 22, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| February 22, 2024 |
TG Venture Acquisition Corp. Announces Change of Date of its Special Meeting Exhibit 99.1 TG Venture Acquisition Corp. Announces Change of Date of its Special Meeting New York, NY, February 21, 2024 /ACCESSWIRE/ – TG Venture Acquisition Corp. (Nasdaq: TGVC) (“TGVC”), a special purpose acquisition company sponsored by Tsangs Group Holdings Limited, announced today that the date and time of its special meeting of stockholders (“Special Meeting”) will be moved from its schedu |
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| February 22, 2024 |
TG Venture Acquisition Corp. Announces Change of Date of its Special Meeting Exhibit 99.1 TG Venture Acquisition Corp. Announces Change of Date of its Special Meeting New York, NY, February 21, 2024 /ACCESSWIRE/ – TG Venture Acquisition Corp. (Nasdaq: TGVC) (“TGVC”), a special purpose acquisition company sponsored by Tsangs Group Holdings Limited, announced today that the date and time of its special meeting of stockholders (“Special Meeting”) will be moved from its schedu |
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| February 22, 2024 |
Financial Statements and Exhibits, Other Events 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): February 21, 2024 (February 21, 2024) TG Venture Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-41000 86-1985947 (State or Other Jurisdiction of |
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| February 14, 2024 |
SC 13G 1 tgvc21424.htm AQR CAPITAL MANAGEMENT LLC UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 TG Venture Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 87251T109 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statemen |
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| February 14, 2024 |
SC 13G/A 1 tm245838d29sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 1) TG Venture Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (T |
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| February 14, 2024 |
TGVC / TG Venture Acquisition Corp. / FIR TREE CAPITAL MANAGEMENT LP Passive Investment SC 13G/A 1 firtree-tgvc123123a2.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* TG Venture Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 87251T109 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Sta |
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| February 9, 2024 |
TGVC / TG Venture Acquisition Corp. / PERISCOPE CAPITAL INC. - SC 13G/A Passive Investment SC 13G/A 1 d750270dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* TG Venture Acquisition Corp. (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 87251T109 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this |
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| February 8, 2024 |
TG Venture Acquisition Corp. Announces Change of Date of its Special Meeting Exhibit 99.1 TG Venture Acquisition Corp. Announces Change of Date of its Special Meeting New York, NY, February 7, 2024 /ACCESSWIRE/ – TG Venture Acquisition Corp. (Nasdaq: TGVC) (“TGVC”), a special purpose acquisition company sponsored by Tsangs Group Holdings Limited, announced today that the date and time of its special meeting of stockholders (“Special Meeting”) will be moved from its origina |
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| February 8, 2024 |
Financial Statements and Exhibits, Other Events 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): February 7, 2024 (February 7, 2024) TG Venture Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-41000 86-1985947 (State or Other Jurisdiction of I |
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| February 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| February 8, 2024 |
TG Venture Acquisition Corp. Announces Change of Date of its Special Meeting Exhibit 99.1 TG Venture Acquisition Corp. Announces Change of Date of its Special Meeting New York, NY, February 7, 2024 /ACCESSWIRE/ – TG Venture Acquisition Corp. (Nasdaq: TGVC) (“TGVC”), a special purpose acquisition company sponsored by Tsangs Group Holdings Limited, announced today that the date and time of its special meeting of stockholders (“Special Meeting”) will be moved from its origina |
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| February 8, 2024 |
TGVC / TG Venture Acquisition Corp. / Linden Capital L.P. - SC 13G/A Passive Investment SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* TG Venture Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 87251T109 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check the appropria |
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| February 6, 2024 |
SC 13G/A 1 tgvc13ga.htm TGVC 13GA SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* TG Venture Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 87251T109 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check |
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| January 9, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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| December 28, 2023 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing 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): 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) (Com |
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| November 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41000 TG Venture A |
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| November 2, 2023 |
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): November 2, 2023 (November 1, 2023) TG Venture Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-41000 86-1985947 (State or Other Jurisdiction of I |
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| November 2, 2023 |
EXHIBIT 10.1 AMENDMENT NO. 3 TO INVESTMENT MANAGEMENT TRUST AGREEMENT This Amendment No. 3 to Investment Management Trust Agreement (this “Amendment”) is made as of November 1, 2023, by and between TG Venture Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). All capitalized terms used in this Amendment |
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| November 2, 2023 |
Exhibit 99.1 TG Venture Acquisition Corp. Announces Stockholder Approval of Extension Amendment to the Amended and Restated Certificate of Incorporation and Investment Management Trust Agreement New York, NY, November 2, 2023 – TG Venture Acquisition Corp. (Nasdaq: TGVC) (“TGVC”), a special purpose acquisition company sponsored by Tsangs Group Holdings Limited, today announced that its stockholder |
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| November 2, 2023 |
EXHIBIT 3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF TG VENTURE ACQUISITION, CORP. November 1, 2023 TG Venture Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “TG Venture Acquisition Corp.” 2. This Certificate of Amendmen |
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| November 2, 2023 |
EXHIBIT 10.2 AMENDMENT NO. 4 TO INVESTMENT MANAGEMENT TRUST AGREEMENT THIS AMENDMENT NO. 4 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of November 1, 2023 by and between TG Venture Acquisition Corp. a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). Capitalized terms contained in this Amendm |
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| October 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| October 27, 2023 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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 27, 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 I |
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| October 27, 2023 |
EXHIBIT 10.2 October 25, 2023 TG Venture Acquisition Corp. 1390 Market Street, Suite 200 San Francisco, CA 94102 Attention: Pui Lan Patrick Tsang Chief Executive Officer, Chairman and Director Dear Mr. Tsang: Reference is hereby made to the letter agreement dated as of December 23, 2022, as amended on April 30, 2023 (the “Agreement”), between TG Venture Acquisition Corp. (collectively, with its su |
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| October 27, 2023 |
EXHIBIT 10.1 NON-REDEMPTION AGREEMENT THIS NON-REDEMPTION AGREEMENT (this “Agreement”) is entered as of October 27, 2023, by and among TG Venture Acquisition Corp. (“TGVC”), Tsangs Group Holdings Limited (the “Sponsor”), Bulldog Investors, LLP (“Bulldog Investors”) and Phillip Goldstein (together with Bulldog Investors, the “Investors”). RECITALS WHEREAS, Bulldog Investors is an investment adviser |
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| October 27, 2023 |
EXHIBIT 10.2 October 25, 2023 TG Venture Acquisition Corp. 1390 Market Street, Suite 200 San Francisco, CA 94102 Attention: Pui Lan Patrick Tsang Chief Executive Officer, Chairman and Director Dear Mr. Tsang: Reference is hereby made to the letter agreement dated as of December 23, 2022, as amended on April 30, 2023 (the “Agreement”), between TG Venture Acquisition Corp. (collectively, with its su |
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| October 27, 2023 |
EXHIBIT 10.1 NON-REDEMPTION AGREEMENT THIS NON-REDEMPTION AGREEMENT (this “Agreement”) is entered as of October 27, 2023, by and among TG Venture Acquisition Corp. (“TGVC”), Tsangs Group Holdings Limited (the “Sponsor”), Bulldog Investors, LLP (“Bulldog Investors”) and Phillip Goldstein (together with Bulldog Investors, the “Investors”). RECITALS WHEREAS, Bulldog Investors is an investment adviser |
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| October 26, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| October 26, 2023 |
Financial Statements and Exhibits, Other Events 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 I |
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| October 26, 2023 |
TG Venture Acquisition Corp. Announces Change of Date and Time of its Special Meeting 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 |
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| October 26, 2023 |
Press Release, 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 |
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| October 12, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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| October 11, 2023 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing 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 11, 2023 (October 9, 2023) TG Venture Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-41000 86-1985947 (State or Other Jurisdiction of In |
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| September 29, 2023 |
TG Venture Acquisition Corp. 1390 Market Street, Suite 200 San Francisco, California 94102 TG Venture Acquisition Corp. 1390 Market Street, Suite 200 San Francisco, California 94102 VIA EDGAR September 29, 2023 Mr. Paul Cline Mr. Isaac Esquivel Division of Corporation Finance Office of Real Estate & Construction U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: TG Venture Acquisition Corp. Form 10-K/A (Amendment No. 1) for the Fiscal Year Ended Decemb |
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| September 29, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 2) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Fiscal Year Ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File No. 001-41000 TG Venture Acquisition Corp. (Exact |
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| September 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi |
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| September 25, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| September 21, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* (Name of Issuer) TG Venture Acquisition Corp. (Title of Class of Securities) Common Stock (CUSIP Number) 87251T109 (Date of Event Which Requires Filing of this Statement) 8/17/2023 Check the appropriate box to designate the rule pursuant to which this Sch |
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| September 20, 2023 |
SC 13G 1 specoppsc13g.htm STATEMENT OF ACQUISITION OF BENEFICIAL OWNERSHIP UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* TG Venture Acquisition Corp. (Name of Issuer) Common Stock (Title of Class of Securities) 87251T109 (CUSIP Number) 8/17/2023 (Date of Event Which Requires Filing of this Statement) C |
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| August 16, 2023 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing 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): August 16, 2023 (August 11, 2023) TG Venture Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-41000 86-1985947 (State or Other Jurisdiction of Inc |
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| August 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Fiscal Year Ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File No. 001-41000 TG Venture Acquisition Corp. (Exact |
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| August 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41000 TG Venture Acquis |
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| August 14, 2023 |
TG Venture Acquisition Corp. 1390 Market Street, Suite 200 San Francisco, California 94102 TG Venture Acquisition Corp. 1390 Market Street, Suite 200 San Francisco, California 94102 VIA EDGAR August 14, 2023 Mr. Paul Cline Mr. Isaac Esquivel Division of Corporation Finance Office of Real Estate & Construction U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: TG Venture Acquisition Corp. Form 10-K for the Fiscal Year Ended December 31, 2022 Filed March |
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| August 11, 2023 |
EXHIBIT 2.1 FIRST AMENDMENT TO BUSINESS COMBINATION AGREEMENT This First Amendment to Business Combination Agreement, dated as of August 10, 2023 (this ”Amendment”), is made and entered into by and among (i) 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 the Company (“PubCo”) |
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| August 11, 2023 |
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): August 10, 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) (Commi |
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| August 2, 2023 |
Filed by TG Venture Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: The Flexi Group Holdings Ltd Commission File No. 001-269739 Date: July 29, 2023 HK01 - ARTICLE HERE 2023-07-29 09:00 [Translated] Shared Workspace The Hive’s Parent Company Goes Asset-Light, Hoping to go Public in the U.S. This Year Through SPAC Merger Coworking spaces have become increasin |
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| August 2, 2023 |
Filed by TG Venture Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: The Flexi Group Holdings Ltd Commission File No. 001-269739 Date: July 29, 2023 29/07/2023 Business Feature [Translated] Caption: The Hive, Kennedy Town Since the global pandemic, the world has experienced significant changes in the way we work. Today, many companies are still implementing |
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| July 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2) * TG Venture Acquisition Corp. (Name of Issuer) Common (Title of Class of Securities) 87251T109 (CUSIP Number) June 30, 2023 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursuant to which this Sch |
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| July 5, 2023 |
Filed by TG Venture Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: The Flexi Group Holdings Ltd Commission File No. 001-269739 Date: June 26, 2023 Set forth below is the text of an article that appeared in Edge Malaysia (print and online (pay only)) on June 26, 2023: city & country REAL ESTATE MATTERS Growing Big After merging their business Common Ground |
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| June 26, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): June 26, 2023 TG VENTURE ACQUISITION CORP. |
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| May 30, 2023 |
Filed by TG Venture Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: The Flexi Group Holdings Ltd Commission File No. 001-269739 Date: May 30, 2023 The Flexi Group Doubles its Flexible Workspace Footprint in Singapore and Australia Now Offering 4 flexible workspace solutions in each destination (Singapore – May 2023) The Flexi Group, one of APAC’s largest fl |
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| May 25, 2023 |
Filed by TG Venture Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: The Flexi Group Holdings Ltd Commission File No. 001-41000 Date: May 19, 2023 Set forth below is an article that appeared in Tatler Asia (print and online) on May 19, 2023: Malaysian coworking company Common Ground is preparing to be listed on Nasdaq By Chong Jinn Xiung May 19, 2023 COVER E |
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| May 19, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D Amendment No. |
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| May 19, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D Amendment No. |
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| May 18, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. ) TG Venture Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 87251T109 (CUS |
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| May 18, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41000 TG Venture Acqui |
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| May 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: March 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report on F |
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| May 10, 2023 |
EXHIBIT 10.1 AMENDMENT NO. 2 TO INVESTMENT MANAGEMENT TRUST AGREEMENT This Amendment No. 2 to Investment Management Trust Agreement (this “Amendment”) is made as of May 4, 2023, by and between TG Venture Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). All capitalized terms used in this Amendment and |
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| May 10, 2023 |
EX-3.1 2 e4665ex3-1.htm EXHIBIT 3.1 EXHIBIT 3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF TG VENTURE ACQUISITION, CORP. May 4, 2023 TG Venture Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “TG Venture Acquisition Corp.” |
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| May 10, 2023 |
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): May 4, 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) (Commissio |
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| May 1, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| May 1, 2023 |
EXHIBIT 10.1 NON-REDEMPTION AGREEMENT THIS NON-REDEMPTION AGREEMENT (this “Agreement”) is entered as of April 30, 2023, by and among TG Venture Acquisition Corp. (“TGVC”), Tsangs Group Holdings Limited (the “Sponsor”), Bulldog Investors, LLP (“Bulldog Investors”) and Phillip Goldstein (together with Bulldog Investors, the “Investors”). RECITALS WHEREAS, Bulldog Investors is an investment adviser r |
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| May 1, 2023 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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): April 30, 2023 (April 30, 2023) TG Venture Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-41000 86-1985947 (State or Other Jurisdiction of Incor |
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| May 1, 2023 |
EXHIBIT 10.1 NON-REDEMPTION AGREEMENT THIS NON-REDEMPTION AGREEMENT (this “Agreement”) is entered as of April 30, 2023, by and among TG Venture Acquisition Corp. (“TGVC”), Tsangs Group Holdings Limited (the “Sponsor”), Bulldog Investors, LLP (“Bulldog Investors”) and Phillip Goldstein (together with Bulldog Investors, the “Investors”). RECITALS WHEREAS, Bulldog Investors is an investment adviser r |
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| April 28, 2023 |
TG Venture Acquisition Corp. Announces Change of Time of its Special Meeting Exhibit 99.1 TG Venture Acquisition Corp. Announces Change of Time of its Special Meeting New York, NY, April 28, 2023 /ACCESSWIRE/ – TG Venture Acquisition Corp. (Nasdaq: TGVC) (“TGVC”), a special purpose acquisition company sponsored by Tsangs Group Holdings Limited, announced today that the time of its special meeting of stockholders (“Special Meeting”) will be moved from its original time of 1 |
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| April 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| April 28, 2023 |
Press Release, dated April 28, 2023. Exhibit 99.1 TG Venture Acquisition Corp. Announces Change of Time of its Special Meeting New York, NY, April 28, 2023 /ACCESSWIRE/ – TG Venture Acquisition Corp. (Nasdaq: TGVC) (“TGVC”), a special purpose acquisition company sponsored by Tsangs Group Holdings Limited, announced today that the time of its special meeting of stockholders (“Special Meeting”) will be moved from its original time of 1 |
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| April 28, 2023 |
Financial Statements and Exhibits, Other Events 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): April 28, 2023 (April 28, 2023) TG Venture Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-41000 86-1985947 (State or Other Jurisdiction of Incor |
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| April 25, 2023 |
Press Release, dated April 25, 2023. Exhibit 99.1 TG Venture Acquisition Corp. Announces Postponement of its Special Meeting to May 4, 2023 Sponsor Offers Cash Incentive to Extend SPAC New York, NY, April 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 Meeti |
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| April 25, 2023 |
Exhibit 99.1 TG Venture Acquisition Corp. Announces Postponement of its Special Meeting to May 4, 2023 Sponsor Offers Cash Incentive to Extend SPAC New York, NY, April 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 Meeti |
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| April 25, 2023 |
Financial Statements and Exhibits, Other Events 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): April 25, 2023 (April 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 Incor |
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| April 25, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| April 24, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| April 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| April 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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| April 4, 2023 |
EXHIBIT 99.2 TG Venture Acquisition Corp. Files Presentation About its Pending Business Combination with The Flexi Group, One of APAC’s Largest Operators of Flexible Workspaces New York, NY, April 3, 2023 –TG Venture Acquisition Corp. (Nasdaq: TGVC) (“TGVC”), a special purpose acquisition company sponsored by Tsangs Group, has filed with the U.S. Securities and Exchange Commission (the “SEC”), as |
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| April 4, 2023 |
Investor Presentation, dated April 2023. EXHIBIT 99.1 |
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| April 4, 2023 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): April 3, 2023 (April 3, 2023) TG Venture Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-41000 86-1985947 (State or Other Jurisdiction of Incorpo |
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| March 30, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| March 29, 2023 |
Promissory Note, dated March 16, 2023, issued to Tsangs Group Holdings Limited* Exhibit 10.13 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY I |
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| March 29, 2023 |
Amended and Restated Certificate of Incorporation****# EXHIBIT 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF TG VENTURE ACQUISITION CORP. October 29, 2021 TG Venture Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “TG Venture Acquisition Corp.”. The original certificate of incorporation of the Corporation wa |
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| March 29, 2023 |
Exhibit 4.5 Description of Securities Pursuant to our amended and restated certificate of incorporation, our authorized capital stock consists of 111,000,000 shares consisting of (a) 100,000,000 share of Class A common stock, $0.0001 par value, (b) 10,000,000 shares of Class B common stock, $0.0001 par value, and (c) 1,000,000 shares of undesignated preferred stock, $0.0001 par value. The followin |
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| March 29, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Fiscal Year Ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File No. 001-41000 TG Venture Acquisition Corp. (Exact name of issuer as s |
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| March 29, 2023 |
Exhibit 10.4 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of November 2, 2021, by and between TG Venture Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statements on Form S-1, File No. 333 |
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| February 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) * TG Venture Acquisition Corp. (Name of Issuer) Common (Title of Class of Securities) 87251T109 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursuant to which this |
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| February 14, 2023 |
TGVC / TG Venture Acquisition Corp - Class A / FIR TREE CAPITAL MANAGEMENT LP Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. |
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| February 14, 2023 |
TGVC / TG Venture Acquisition Corp - Class A / Shaolin Capital Management LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* TG Venture Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 87251T109 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to d |
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| February 14, 2023 |
SC 13G/A 1 tgvca121423.htm AQR CAPITAL MANAGEMENT LLC UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* TG Venture Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 87251T109 (CUSIP Number) December 30, 2022 (Date of Event which Requires |
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| February 14, 2023 |
SC 13G/A 1 formsc13ga.htm FORM SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2) TG Venture Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 (Title of Class of Securities) 87251T109 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of This Statement) C |
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| February 13, 2023 |
TGVC / TG Venture Acquisition Corp - Class A / PERISCOPE CAPITAL INC. - SC 13G Passive Investment SC 13G 1 d462459dsc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* TG Venture Acquisition Corp (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 87251T109 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Stateme |
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| February 1, 2023 |
TGVC / TG Venture Acquisition Corp - Class A / Weiss Asset Management LP Passive Investment SC 13G/A 1 tgvc13ga31dec2022.htm CUSIP NO. 87251T109 SCHEDULE 13G/A PAGE 1 OF 10 PAGES =============================================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No.1)* TG Venture Acquisition Corp. - (Name of Issuer) Class A Common Stock, par value $0.000 |
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| December 8, 2022 |
Filed by TG Venture Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933, as amended Commission File No.: 001-41000 Subject Company: The Flexi Group Limited In connection with the previously announced business combination between TG Venture Acquisition Corp. (?TGVC?) and The Flexi Group Limited (?Flexi?), the following press release was released on December 5, 2022. Copies of th |
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| December 7, 2022 |
Filed by TG Venture Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933, as amended Commission File No.: 001-41000 Subject Company: The Flexi Group Limited In connection with the previously announced business combination between TG Venture Acquisition Corp. (?TGVC?) and The Flexi Group Limited (?Flexi?), the following press release was released on December 5, 2022. Copies of th |
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| December 6, 2022 |
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): December 6, 2022 (December 5, 2022) TG Venture Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-41000 86-1985947 (State or Other Jurisdiction of I |
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| December 6, 2022 |
EXHIBIT 10.3 FORM OF LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (this ?Agreement?) is made and entered into as of [?], 2022 by and among (i) The Flexi Group Holdings Ltd, a business company with limited liability incorporated under the laws of the British Virgin Islands (?PubCo?), (ii) TG Venture Acquisition Corp., a Delaware corporation (?SPAC?), and (iii) the undersigned (?Holder?). WHEREAS, PubCo |
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| December 6, 2022 |
Form of Shareholder Agreement(1) EX-10.1 3 e4274ex10-1.htm EXHIBIT 10.1 EXHIBIT 10.1 FORM OF SHAREHOLDER SUPPORT AGREEMENT THIS SHAREHOLDER SUPPORT AGREEMENT (the “Shareholder Support Agreement”), dated as of [●], 2022, is entered into by and between The Flexi Group Limited, a business company with limited liability incorporated under the laws of the British Virgin Islands (the “Company”), The Flexi Group Holdings Ltd, a business |
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| December 6, 2022 |
Form of Registration Rights Agreement(1) EX-10.4 6 e4274ex10-4.htm EXHIBIT 10.4 EXHIBIT 10.4 FORM OF REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2022, is made and entered into by and among The Flexi Group Holdings Ltd, a business company with limited liability incorporated under the laws of the British Virgin Islands (the “Company”), and each of the undersigned parties listed as a |
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| December 6, 2022 |
EXHIBIT 2.1 BUSINESS COMBINATION AGREEMENT by and among THE FLEXI GROUP HOLDINGS LTD, TG VENTURE ACQUISITION CORP., THE FLEXI MERGER CO. LTD, FLEXI MERGER CO. LLC, and THE FLEXI GROUP LIMITED dated as of December 5, 2022 *Certain exhibits and the schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Registrant agrees to furnish supplementally a copy of a |
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| December 6, 2022 |
Form of Sponsor Support Agreement(1) EX-10.2 4 e4274ex10-2.htm EXHIBIT 10.2 EXHIBIT 10.2 FORM OF SPONSOR SUPPORT AGREEMENT THIS SPONSOR SUPPORT AGREEMENT (the “Sponsor Support Agreement”), dated as of [●], 2022, is entered into by and between Tsangs Group Holdings Limited, a Hong Kong company (“Sponsor”), TG Venture Acquisition Corp., a Delaware corporation (“SPAC”), each of the undersigned individuals, each of whom is a member of SP |
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| December 6, 2022 |
EXHIBIT 99.1 One of APAC?s Largest Operators of Flexible Workspaces, The Flexi Group, To Go Public Through Merger with Tsangs Group?s TG Venture Acquisition Corp. The Flexi Group manages 45 locations in 12 cities and 9 countries in Asia and Australia under regionally-recognized brands the Hive, Common Ground and The Cluster. Combination values The Flexi Group at an implied pro forma enterprise val |
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| November 8, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41000 TG Venture A |
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| August 12, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41000 TG Venture Acquis |
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| May 16, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41000 TG Venture Acqui |
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| March 31, 2022 |
EX-4.5 2 e3644ex4-5.htm EXHIBIT 4.5 Exhibit 4.5 Description of Securities Pursuant to our amended and restated certificate of incorporation, our authorized capital stock consists of 111,000,000 shares consisting of (a) 100,000,000 share of Class A common stock, $0.0001 par value, (b) 10,000,000 shares of Class B common stock, $0.0001 par value, and (c) 1,000,000 shares of undesignated preferred st |
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| March 31, 2022 |
Commitment Letter from Tsangs Group Holdings Limited(1) Exhibit 10.13 Tsangs Group Holdings Limited Unit F, 6/F, China Overseas Building, 139 Hennessy Road, Wan Chai, Hong Kong March 25, 2022 TG Venture Acquisition Corp. 1390 Market Street, Suite 200 San Francisco, California 94102 Attn: Pui Lan Patrick Tsang Dear Sirs: As the sponsor entity of TG Venture Acquisition Corp. (the ?Company?), we hereby confirm to you that we are willing and able to provid |
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| March 31, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Fiscal Year Ended December 31, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File No. 001-41000 TG Venture Acquisition Corp. (Exact name of issuer as s |
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| February 15, 2022 |
TGVC / TG Venture Acquisition Corp - Class A / Liu Kelvin Chak Kwan - SC 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 TG Venture Acquisition Corp. |
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| February 15, 2022 |
Joint Filing Agreement, dated November 5, 2021 Exhibit 7.1 JOINT FILING AGREEMENT The undersigned agree that this Schedule 13D, and any amendments hereto, relating to the Class A common stock, par value of US$0.0001 per share of TG Venture Acquisition Corp., a Delaware corporation whose principal place of business is in San Francisco, California, shall be filed on behalf of the undersigned. Date: November 5, 2021 Dragon Active Limited By: /s/ |
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| February 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ) * TG Venture Acquisition Corp. (Name of Issuer) Common (Title of Class of Securities) 87251T109 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursuant to which t |
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| February 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 TG Venture Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 87251T109 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule |
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| February 14, 2022 |
TGVC / TG Venture Acquisition Corp - Class A / CVI Investments, Inc. - SC 13G/A Passive Investment CUSIP No: 87251T109 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2. (Amendment No. 1)* TG Venture Acquisition Corp. (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) 87251T1 |
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| February 14, 2022 |
TGVC / TG Venture Acquisition Corp - Class A / FIR TREE CAPITAL MANAGEMENT LP Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| February 11, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* TG Venture Acquisition Corp. (Name of Issuer) Units of Common Stock (Title of Class of Securities) 87251T208 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant t |
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| February 8, 2022 |
SC 13G 1 tgvc13g.htm TGVC 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* TG Venture Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 87251T109 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appr |
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| February 7, 2022 |
SC 13G/A 1 formsc13ga.htm FORM SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A AMENDMENT NO. 1 INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 TG Venture Acquisition Corp. (Name of Issuer) Class A Common Stock, $0.0001 par value (Title of Class of Securities) 87251T109 (CUSIP Number) December 31, 2021 ( |
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| February 4, 2022 |
TGVC / TG Venture Acquisition Corp - Class A / Weiss Asset Management LP Passive Investment SC 13G 1 tgvc13g31dec2021.htm CUSIP NO. 87251T109 SCHEDULE 13G PAGE 1 OF 10 PAGES =============================================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* TG Venture Acquisition Corp. - (Name of Issuer) Class A Common Stock, par value $0.0001 per sh |
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| February 4, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* TG Venture Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 87251T208 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to |
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| December 17, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41000 TG Venture A |
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| November 17, 2021 |
EXHIBIT 99.1 TG Venture Acquisition Corp. Announces the Separate Trading of its Class A Common Stock and Warrants, Commencing on November 22, 2021 November 17, 2021 ET San Francisco, CA, Nov. 17, 2021 (GLOBE NEWSWIRE) ? TG Venture Acquisition Corp. (the ?Company?)(Nasdaq: TGVCU), a newly incorporated blank check company, today announced that, commencing on November 22, 2021, holders of the 11,500, |
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| November 17, 2021 |
Financial Statements and Exhibits, Other Events 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): November 17, 2021 (November 17, 2021) TG Venture Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-41000 86-1985947 (State or other jurisdiction of |
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| November 16, 2021 |
TG VENTURE ACQUISITION CORP. INDEX TO FINANCIAL STATEMENT Exhibit 99.1 TG VENTURE ACQUISITION CORP. INDEX TO FINANCIAL STATEMENT Page Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of November 5, 2021 F-3 Notes to Financial Statement F-4 F-1 Report of Independent Registered Public Accounting Firm To the Shareholders and Board of Directors of TG Venture Acquisition Corp. Opinion on the Financial Statement We have audited the |
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| November 16, 2021 |
Financial Statements and Exhibits, Other Events 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): November 15, 2021 (November 5, 2021) TG Venture Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-41000 86-1985947 (State or other jurisdiction of |
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| November 15, 2021 |
CVI Investments, Inc. - SC 13G CUSIP No: 87251T208 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO ? 240.13d-2. (Amendment No. )* TG Venture Acquisition Corp. (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) 87251T20 |
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| November 12, 2021 |
Page 1 0 of 10 EXHIBIT A JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Class A Common Stock shares of TG Venture Acquisition Corp. |
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| November 12, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* TG Venture Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 87251T208 (CUSIP Number) November 5, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to d |
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| November 9, 2021 |
Tsangs Group Holdings Ltd - SC 13D SC 13D 1 e3248sc13d.htm SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 TG Venture Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 87251T109 (CUSIP Number) Tsangs Group Holdings Limited Room 6801, 68th Floor, The Center, 99 Queen’s Road Central Cen |
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| November 9, 2021 |
MMCAP International Inc. SPC - FORM SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 TG Venture Acquisition Corp. |
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| November 9, 2021 |
Joint Filing Agreement, dated November 5, 2021 Exhibit 7.1 JOINT FILING AGREEMENT The undersigned agree that this Schedule 13D, and any amendments hereto, relating to the Class A common stock, par value of US$0.0001 per share of TG Venture Acquisition Corp., a Delaware corporation whose principal place of business is in San Francisco, California, shall be filed on behalf of the undersigned. Date: November 5, 2021 Tsangs Group Holdings Limited |
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| November 5, 2021 |
Exhibit 10.1 November 2, 2021 TG Venture Acquisition Corp. 1390 Market Street, Suite 200 San Francisco, California 94102 Re: Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into by and between TG Venture Acquisition Corp., a Delaware corporation (the ?C |
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| November 5, 2021 |
Warrant Agreement between Continental Stock Transfer & Trust Company, LLC and the Registrant**** Exhibit 4.1 WARRANT AGREEMENT This WARRANT AGREEMENT (this “Agreement”) is made as of November 2, 2021 between TG Venture Acquisition Corp., a Delaware corporation, with offices at 1390 Market Street, Suite 200, San Francisco, California 94102 (“Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, with offices at 1 State Street, New York, New York 10 |
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| November 5, 2021 |
EX-10.5 9 e3240ex10-5.htm EXHIBIT 10.5 Exhibit 10.5 TG Venture Acquisition Corp. 1390 Market Street, Suite 200 San Francisco, California 94102 November 2, 2021 Tsangs Group Holdings Limited Unit F, 6/F, China Overseas Building, 139 Hennessy Road, Wan Chai, Hong Kong Re: Administrative Service Agreement Ladies and Gentlemen: This letter agreement by and between TG Venture Acquisition Corp. (the “Co |
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| November 5, 2021 |
TG Venture Acquisition Corp. Announces Pricing of $100 Million Initial Public Offering Exhibit 99.1 TG Venture Acquisition Corp. Announces Pricing of $100 Million Initial Public Offering November 2, 2021 ET San Francisco, CA, Nov. 2, 2021 (GLOBE NEWSWIRE) – TG Venture Acquisition Corp. (the “Company”), a newly incorporated blank check company, today announced the pricing of its initial public offering of 10,000,000 units at a price of $10.00 per unit. The units will be listed on the |
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| November 5, 2021 |
TG Venture Acquisition Corp. Announces Closing of $115 Million Initial Public Offering EX-99.2 12 e3240ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 TG Venture Acquisition Corp. Announces Closing of $115 Million Initial Public Offering San Francisco, CA, Nov. 5, 2021 (GLOBE NEWSWIRE) TG Venture Acquisition Corp. (the “Company”) (Nasdaq: TGVCU), a newly incorporated blank check company, today announced that it closed its initial public offering of 11,500,000 units, including 1,500,000 units s |
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| November 5, 2021 |
Amended and Restated Certificate of Incorporation**** EX-3.1 3 e3240ex3-1.htm EXHIBIT 3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF TG VENTURE ACQUISITION CORP. October 29, 2021 TG Venture Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “TG Venture Acquisition Corp.”. The original certificate of |
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| November 5, 2021 |
EX-10.6 10 e3240ex10-6.htm EXHIBIT 10.6 Exhibit 10.6 SECURITIES ASSIGNMENT AGREEMENT This Securities Assignment Agreement is dated as of November 2, 2021 (this “Assignment”), by and among Tsangs Group Holdings Limited, a Hong Kong company y (the “Seller”), and the parties identified on the signature page hereto (each a “Buyer” and collectively, the “Buyers”). WHEREAS, on the terms and subject to t |
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| November 5, 2021 |
EX-1.1 2 e3240ex1-1.htm EXHIBIT 1.1 Exhibit 1.1 TG VENTURE ACQUISITION CORP. UNDERWRITING AGREEMENT New York, New York November 2, 2021 ThinkEquity LLC 17 State Street, 22nd Floor New York, New York 10004 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: TG Venture Acquisition Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with Thi |
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| November 5, 2021 |
Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of November 2, 2021, by and between TG Venture Acquisition Corp., a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation (the ?Trustee?). WHEREAS, the Company?s registration statements on Form S-1, File No. 333 |
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| November 5, 2021 |
Placement Warrants Purchase Agreement between the Registrant and Tsangs Group Holdings Limited**** EX-10.4 8 e3240ex10-4.htm EXHIBIT 10.4 Exhibit 10.4 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of November 2, 2021 (as it may from time to time be amended, this ’Agreement’), is entered into by and between TG Venture Acquisition Corp., a Delaware corporation (the ’Company’), and Tsangs Group Holdings Limited, a Hong Kong company (the |
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| November 5, 2021 |
Registration Rights Agreement between the Registrant and certain security holders**** Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 2, 2021, is made and entered into by and among TG Venture Acquisition Corp., a Delaware corporation (the “Company”) and Tsangs Group Holdings Limited, a Hong Kong company (the “Sponsor”), Dragon Active Limited, a Hong Kong company (”Dragon Active”), TriPoint Capital Management, LL |
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| November 5, 2021 |
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): November 2, 2021 TG Venture Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-41000 86-1985947 (State or other jurisdiction of incorporation) (Comm |
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| November 3, 2021 |
ThinkEquity The date of this prospectus is November 3, 2021 TABLE OF CONTENTS 424B4 1 e3220424b4.htm FORM 424B4 Filed Pursuant to Rule 424(b)(4) Registration No. 333-258773 PROSPECTUS $100,000,000 10,000,000 Units TG Venture Acquisition Corp. TG Venture Acquisition Corp. is a blank check company whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, |
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| November 2, 2021 |
Amended and Restated Certificate of Incorporation EXHIBIT 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF TG VENTURE ACQUISITION CORP. October 29, 2021 TG Venture Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “TG Venture Acquisition Corp.”. The original certificate of incorporation of the Corporation wa |
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| November 2, 2021 |
As filed with the U.S. Securities and Exchange Commission on November 2, 2021. S-1/A 1 e3233s1a3.htm FORM S-1/A3 As filed with the U.S. Securities and Exchange Commission on November 2, 2021. Registration No. 333-258773 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 3 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TG Venture Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 6770 86-19 |
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| November 2, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 TG Venture Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 98-1584130 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identificatio |
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| November 2, 2021 |
TG VENTURE ACQUISITION CORP. 1390 Market Street, Suite 200 San Francisco, California 94102 CORRESP 1 filename1.htm TG VENTURE ACQUISITION CORP. 1390 Market Street, Suite 200 San Francisco, California 94102 November 2, 2021 Via Edgar Mr. Shih-Kuei Chen Division of Corporation Finance Office of Trade & Services U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C., 20549 Re: TG Venture Acquisition Corp. Amended Registration Statement on Form S-1 Filed October 15, 2021 |
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| October 29, 2021 |
TG Venture Acquisition Corp. October 29, 2021 Via Edgar Mr. Frank Knapp Division of Corporation Finance Office of Real Estate & Construction U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C., 20549 Re: TG Venture Acquisition Corp. Registration Statement on Form S-1, as amended (File No. 333-258773) Request for Acceleration of Effectiveness Dear Mr. Knapp: In accordance with |
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| October 29, 2021 |
CORRESP 1 filename1.htm October 29, 2021 Via EDGAR Mr. Frank Knapp Division of Corporation Finance Office of Real Estate & Construction U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C., 20549 RE: TG Venture Acquisition Corp. Registration Statement on Form S-1, as amended (File No. 333-258773) Request for Acceleration of Effectiveness Dear Mr. Knapp: Pursuant to Rule 461 of |
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| October 15, 2021 |
Form of Registration Rights Agreement between the Registrant and certain security holders Exhibit 10.5 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [XX], 2021, is made and entered into by and among TG Venture Acquisition Corp., a Delaware corporation (the “Company”) and Tsangs Group Holdings Limited, a Hong Kong company (the “Sponsor”), ThinkEquity LLC (“ThinkEquity”), Dragon Active Limited, a Hong Kong company (“Dragon Active”), TriP |
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| October 15, 2021 |
As filed with the U.S. Securities and Exchange Commission on October 15, 2021. S-1/A 1 e3188s1a2.htm FORM S-1/A2 As filed with the U.S. Securities and Exchange Commission on October 15, 2021. Registration No. 333-258773 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TG Venture Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 6770 86-19 |
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| October 15, 2021 |
Exhibit 10.10 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [], 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between TG Venture Acquisition Corp., a Delaware corporation (the “Company”), and Tsangs Group Holdings Limited , a Hong Kong company (the “Purchaser”). WHEREAS, the Company intends to |
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| October 15, 2021 |
Form of Warrant Agreement between Continental Stock Transfer & Trust Company, LLC and the Registrant Exhibit 4.4 WARRANT AGREEMENT This WARRANT AGREEMENT (this “Agreement”) is made as of [●], 2021 between TG Venture Acquisition Corp., a Delaware corporation, with offices at [●] (“Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, with offices at 1 State Street, New York, New York 10004, as warrant agent (“Warrant Agent”). WHEREAS, the Company is e |
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| October 15, 2021 |
Form of Underwriting Agreement Exhibit 1.1 TG VENTURE ACQUISITION CORP. UNDERWRITING AGREEMENT New York, New York [?], 2021 ThinkEquity LLC, 17 State Street, 22nd Floor New York, New York 10004 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: TG Venture Acquisition Corp., a Delaware corporation (the ?Company?), hereby confirms its agreement with ThinkEquity LLC (the ?Representative?), as re |
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| October 15, 2021 |
Exhibit 10.4 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [XX], 2021, by and between TG Venture Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statements on Form S-1, File No. 333-25877 |
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| October 15, 2021 |
Exhibit 10.1 [XX], 2021 TG Venture Acquisition Corp. 1390 Market Street, Suite 200 San Francisco, California 94102 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between TG Venture Acquisition Corp., a Delaware corporation (the “Company |
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| October 15, 2021 |
Amendment to Promissory Note, dated April 7, 2021, issued to Tsangs Group Holdings Limited++ EXHIBIT 10.12 Acknowledgement August 9, 2021 WHEREAS TG Venture Acquisition Corp. (the “Maker”) and Tsangs Group Holdings Limited (the “Payee”) would like to extend the Promissory Note, executed on March 22, 2021, (the “Note”) from the original maturity date “the earlier of: (i) August 30, 2021 or (ii) the date on which Maker consummates an initial public offering of its securities” to “the earlie |
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| October 15, 2021 |
Exhibit 4.1 NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [XX] TG VENTURE ACQUISITION CORP. UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND ONE WARRANT, EACH ONE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one (1) share of Class A common stock, par value $0.0001 per share |
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| September 24, 2021 |
Exhibit 10.10 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [], 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between TG Venture Acquisition Corp., a Delaware corporation (the “Company”), and Tsangs Group Holdings Limited , a Hong Kong company (the “Purchaser”). WHEREAS, the Company intends to |
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| September 24, 2021 |
Warrant Agreement between Continental Stock Transfer & Trust Company, LLC and the Registrant**** Exhibit 4.4 WARRANT AGREEMENT This WARRANT AGREEMENT (this “Agreement”) is made as of [●], 2021 between TG Venture Acquisition Corp., a Delaware corporation, with offices at [●] (“Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, with offices at 1 State Street, New York, New York 10004, as warrant agent (“Warrant Agent”). WHEREAS, the Company is e |
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| September 24, 2021 |
Certificate of Incorporation*** EXHIBIT 3.1 |
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| September 24, 2021 |
As filed with the U.S. Securities and Exchange Commission on September 24, 2021. S-1/A 1 e3113s1a.htm FORM S-1/A As filed with the U.S. Securities and Exchange Commission on September 24, 2021. Registration No. 333-258773 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TG Venture Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 6770 86-19 |
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| September 24, 2021 |
TG VENTURE ACQUISITION CORP. 1390 Market Street, Suite 200 San Francisco, California 94102 CORRESP 1 filename1.htm TG VENTURE ACQUISITION CORP. 1390 Market Street, Suite 200 San Francisco, California 94102 September 24, 2021 Via Edgar Mr. Frank Knapp Division of Corporation Finance Office of Trade & Services U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C., 20549 Re: TG Venture Acquisition Corp. Registration Statement on Form S-1 Filed August 13, 2021 File No. 3 |
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| August 13, 2021 |
As filed with the U.S. Securities and Exchange Commission on August 12, 2021. As filed with the U.S. Securities and Exchange Commission on August 12, 2021. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TG Venture Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 6770 86-1985947 (State or other jurisdiction of incorporation or organ |
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| August 13, 2021 |
Consent of Jason Cheng Yuen Ma EX-99.5 25 e2991ex99-5.htm EXHIBIT 99.5 Exhibit 99.5 CONSENT OF JASON MA TG Venture Acquisition Corp. (the “Company”) intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto, the “Registration Statement”) registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the und |
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| August 13, 2021 |
Registration Rights Agreement between the Registrant and certain security holders**** Exhibit 10.5 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [XX], 2021, is made and entered into by and among TG Venture Acquisition Corp., a Delaware corporation (the “Company”) and Tsangs Group Holdings Limited, a Hong Kong company (the “Sponsor”), ThinkEquity, a division of Fordham Financial Management, Inc. (“ThinkEquity”), Dragon Active Limite |
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| August 13, 2021 |
Exhibit 3.3 BY LAWS OF TG VENTURE ACQUISITION CORP. (THE “CORPORATION”) ARTICLE I OFFICES Section 1.1. Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the corporation or individual acting as the Corporation’s registered agent in De |
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| August 13, 2021 |
Exhibit 4.4 WARRANT AGREEMENT This WARRANT AGREEMENT (this “Agreement”) is made as of [●], 2021 between TG Venture Acquisition Corp., a Delaware corporation, with offices at [●] (“Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, with offices at 1 State Street, New York, New York 10004, as warrant agent (“Warrant Agent”). WHEREAS, the Company is e |
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| August 13, 2021 |
Letter Agreement regarding Promissory Note** Exhibit 10.3 Acknowledgement August 9, 2021 WHEREAS TG Venture Acquisition Corp. (the “Maker”) and Tsangs Group Holdings Limited (the “Payee”) would like to extend the Promissory Note, executed on March 22, 2021, (the “Note”) from the original maturity date “the earlier of: (i) August 30, 2021 or (ii) the date on which Maker consummates an initial public offering of its securities” to “the earlier |
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| August 13, 2021 |
Securities Subscription Agreement, dated February 8, 2021, between the Registrant and HFI Limited** Exhibit 10.9 TG Venture Acquisition Corp. HFI Limited PO Box 957 Offshore Incorporations Center, Road Town, Tortola, British Virgin Islands RE: Securities Subscription Agreement Ladies and Gentlemen: This agreement (the “Agreement”) is entered into as of February 8, 2021 by and between HFI Limited, a Caymans company (the “Subscriber” or “you”), and TG Venture Acquisition Corp., a Delaware corporat |
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| August 13, 2021 |
Form of Audit Committee Charter** Exhibit 99.1 TG VENTURE ACQUISITION CORP. AUDIT COMMITTEE CHARTER I. PURPOSES The Audit Committee (the “Committee”) is appointed by the Board of Directors (the “Board”) of TG Venture Acquisition Corp., (the “Company”) to assist the Board in its oversight of the accounting and financial reporting processes of the Company and the Company’s compliance with legal and regulatory requirements. To assist |
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| August 13, 2021 |
EX-99.6 26 e2991ex99-6.htm EXHIBIT 99.6 Exhibit 99.6 CONSENT OF MICHAEL ALEXANDER TG Venture Acquisition Corp. (the “Company”) intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto, the “Registration Statement”) registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended |
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| August 13, 2021 |
Exhibit 10.7 TG Venture Acquisition Corp. Dragon Active Limited Flat 11B, Tower 1, 8 Robinson Road, Central, Hong Kong RE: Securities Subscription Agreement Ladies and Gentlemen: This agreement (the “Agreement”) is entered into as of March 22, 2021 by and between Dragon Active Limited, a Hong Kong company (the “Subscriber” or “you”), and TG Venture Acquisition Corp., a Delaware corporation (the “C |
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| August 13, 2021 |
Exhibit 14 TG VENTURE ACQUISITION CORP. Code of Conduct and Ethics I. Introduction The Company requires the highest standards of professional and ethical conduct from its employees, officers and directors. Our reputation for honesty and integrity is key to the success of its business. The Company intends that its business practices will comply with the laws of all of the jurisdictions in which it |
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| August 13, 2021 |
Exhibit 99.7 CONSENT OF KOMAL AHMAD TG Venture Acquisition Corp. (the “Company”) intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto, the “Registration Statement”) registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being nam |
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| August 13, 2021 |
Form of Compensation Committee Charter** Exhibit 99.2 TG VENTURE ACQUISITION CORP. COMPENSATION COMMITTEE CHARTER I. PURPOSES The Compensation Committee (the “Committee”) is appointed by the Board of Directors (the “Board”) of TG Venture Acquisition Corp., (the “Company”) to: (A) assist the Board in overseeing the Company’s employee compensation policies and practices, including (i) determining and approving the compensation of the Compa |
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| August 13, 2021 |
Specimen Class A Common Stock Certificate** EX-4.2 6 e2991ex4-2.htm EXHIBIT 4.2 Exhibit 4.2 NUMBER C- SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [XX] TG VENTURE ACQUISITION CORP. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CLASS A COMMON STOCK This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $0.0001 EACH OF THE CLASS A COMMON STOCK OF TG VENTURE ACQUISITION CORP. (THE “COMPANY”) tra |
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| August 13, 2021 |
EX-10.11 20 e2991ex10-11.htm EXHIBIT 10.11 Exhibit 10.11 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [XX], 2021, by and between TG Venture Acquisition Corp., a Delaware corporation (the “Company”), and [XX] (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other ca |
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| August 13, 2021 |
Promissory Note, dated April 7, 2021, issued to Tsangs Group Holdings Limited** Exhibit 10.2 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY |
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| August 13, 2021 |
Exhibit 10.8 TG Venture Acquisition Corp. TriPoint Capital Management, LLC 725 Still Creek Lane Gaithersburg, MD 20878 RE: Securities Subscription Agreement Ladies and Gentlemen: This agreement (the ?Agreement?) is entered into as of February 8, 2021 by and between TriPoint Capital Management LLC, a Delaware limited liability company (the ?Subscriber? or ?you?), and TG Venture Acquisition Corp., a |
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| August 13, 2021 |
Amended and Restated Certificate of Incorporation** Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF TG VENTURE ACQUISITION, CORP. [ ], 2021 TG Venture Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is ?TG Venture Acquisition Corp.?. The original certificate of incorporation of the Corporation was file |
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| August 13, 2021 |
Specimen Warrant Certificate** EX-4.3 7 e2991ex4-3.htm EXHIBIT 4.3 Exhibit 4.3 NUMBER - (SEE REVERSE SIDE FOR LEGEND) THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION DATE (DEFINED BELOW) WARRANTS TG VENTURE ACQUISITION CORP. CUSIP [●] WARRANT THIS CERTIFIES THAT, for value received is the registered holder of a warrant or warrants (the “Warrant”) of TG Venture Acquisition Corp., a Delaware company (the “Compa |
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| August 13, 2021 |
Form of Underwriting Agreement Exhibit 1.1 TG VENTURE ACQUISITION CORP. UNDERWRITING AGREEMENT New York, New York [?], 2021 ThinkEquity, A Division of Fordham Financial Management, Inc. 17 State Street, 22nd Floor New York, New York 10004 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: TG Venture Acquisition Corp., a Delaware corporation (the ?Company?), hereby confirms its agreement with |
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| August 13, 2021 |
Placement Warrants Purchase Agreement between the Registrant and Tsangs Group Holdings Limited**** EX-10.10 19 e2991ex10-10.htm EXHIBIT 10.10 Exhibit 10.10 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [], 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between TG Venture Acquisition Corp., a Delaware corporation (the “Company”), and Tsangs Group Holdings Limited , a Hong Kong company (the “P |
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| August 13, 2021 |
Exhibit 4.1 NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [XX] TG VENTURE ACQUISITION CORP. UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND ONE HALF OF ONE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one (1) share of Class A common stock, par value $0.0 |
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| August 13, 2021 |
Exhibit 10.4 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [XX], 2021, by and between TG Venture Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statements on Form S-1, File No. 333-[XX] |
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| August 13, 2021 |
EX-10.6 15 e2991ex10-6.htm EXHIBIT 10.6 Exhibit 10.6 TG Venture Acquisition Corp. Tsangs Group Holdings Limited Unit F, 6/F, China Overseas Building, 139 Hennessy Road, Wan Chai, Hong Kong RE: Securities Subscription Agreement Ladies and Gentlemen: This Amendment dated March 22, 2021 is to the agreement (the “Agreement”) entered into as of February 8, 2021 by and between Tsangs Group Holdings Limi |
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| August 13, 2021 |
EX-10.1 10 e2991ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 [XX], 2021 TG Venture Acquisition Corp. 1390 Market Street, Suite 200 San Francisco, California 94102 Re: Initial Public Offering Ladies and Gentlemen: This letter (this "Letter Agreement") is being delivered to you in accordance with the Underwriting Agreement (the "Underwriting Agreement") entered into by and between TG Venture Acquisition Cor |
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| July 1, 2021 |
EX-3.1 3 filename3.htm Exhibit 3.1 State of Delaware Secretary of State Division of Corporations Delivered 10:52 AM 02/08/2021 FILED 10:52 AM 02/08/2021 SR 20210365969 - File Number 5016289 CERTIFICATE OF INCORPORATION OF TG VENTURE ACQUISITION CORP. February 8, 2021 The undersigned, for the purposes of forming a corporation under the laws of the State of Delaware, does make, file, and record this |
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| July 1, 2021 |
EX-10.6 7 filename7.htm Exhibit 10.6 TG Venture Acquisition Corp. Dragon Active Limited Flat 11B, Tower 1, 8 Robinson Road, Central, Hong Kong RE: Securities Subscription Agreement Ladies and Gentlemen: This agreement (the “Agreement”) is entered into as of March 22, 2021 by and between Dragon Active Limited, a Hong Kong company (the “Subscriber” or “you”), and TG Venture Acquisition Corp., a Dela |
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| July 1, 2021 |
BY LAWS OF TG VENTURE ACQUISITION CORP. (THE “CORPORATION”) ARTICLE I EX-3.3 4 filename4.htm Exhibit 3.3 BY LAWS OF TG VENTURE ACQUISITION CORP. (THE “CORPORATION”) ARTICLE I OFFICES Section 1.1. Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the corporation or individual acting as the Corporation’s |
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| July 1, 2021 |
Exhibit 10.8 TG Venture Acquisition Corp. HFI Limited PO Box 957 Offshore Incorporations Center, Road Town, Tortola, British Virgin Islands RE: Securities Subscription Agreement Ladies and Gentlemen: This agreement (the ?Agreement?) is entered into as of February 8, 2021 by and between HFI Limited, a Caymans company (the ?Subscriber? or ?you?), and TG Venture Acquisition Corp., a Delaware corporat |
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| July 1, 2021 |
DRS 1 filename1.htm This Draft Registration Statement is confidentially submitted to the U.S. Securities and Exchange Commission pursuant to Section 106(a) of the Jumpstart Our Business Startups Act of 2012 on June 30, 2021, and is not being filed publicly under the Securities Act of 1933, as amended. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FOR |
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| July 1, 2021 |
EX-10.2 5 filename5.htm Exhibit 10.2 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND S |
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| July 1, 2021 |
Exhibit 10.7 TG Venture Acquisition Corp. TriPoint Capital Management, LLC 725 Still Creek Lane Gaithersburg, MD 20878 RE: Securities Subscription Agreement Ladies and Gentlemen: This agreement (the ?Agreement?) is entered into as of February 8, 2021 by and between TriPoint Capital Management LLC, a Delaware limited liability company (the ?Subscriber? or ?you?), and TG Venture Acquisition Corp., a |
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| July 1, 2021 |
EX-10.5 6 filename6.htm Exhibit 10.5 TG Venture Acquisition Corp. Tsangs Group Holdings Limited Unit F, 6/F, China Overseas Building, 139 Hennessy Road, Wan Chai, Hong Kong RE: Securities Subscription Agreement Ladies and Gentlemen: This Amendment dated March 22, 2021 is to the agreement (the “Agreement”) entered into as of February 8, 2021 by and between Tsangs Group Holdings Limited, a Hong Kong |
