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 2128, 2024 (February 2122, 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)		(Commission File Number)		(I.R.S. Employer Identification Number)

1390 Market Street, Suite 200

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

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

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

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

☒ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

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

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

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

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

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

Emerging growth company ☒

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

Item 81.~~01.~~02 ~~Other~~Termination ~~Events~~of a Material Definitive Agreement.

OnAs ~~February~~previously ~~21,~~disclosed ~~2024,~~by TG Venture Acquisition Corp., a Delaware corporation (~~the~~ “~~Company~~TGVC”), ~~issued~~in a ~~press~~Current ~~release~~Report ~~announcing~~on ~~that~~Form 8-K filed with the ~~date~~U.S. Securities and ~~time~~Exchange Commission ofon ~~its~~December ~~special meeting~~6, of2022, ~~stockholders~~TGVC entered into a business combination agreement on December 5, 2022 (as amended, the “~~Special~~Business Combination ~~Meeting~~Agreement”) ~~will~~by beand ~~moved~~among ~~from~~(i) ~~its~~The ~~scheduled~~Flexi ~~time~~Group ofLimited, ~~11:00~~ a~~.m.~~ ~~Eastern Time~~business oncompany ~~February~~with ~~22,~~limited ~~2024~~liability toincorporated under ~~11:00~~the ~~a.m.~~laws ~~Eastern~~of ~~Time~~the onBritish ~~March~~Virgin 1Islands (the “Flexi”), ~~2024.~~(ii) The ~~estimated~~Flexi ~~redemption~~Group ~~price~~Holdings, ~~per~~Ltd., ~~share~~a isbusiness company ~~expected~~with tolimited beliability ~~approximately $11.20~~incorporated at under the ~~time~~laws of the ~~Special~~British ~~Meeting~~Virgin Islands and a direct wholly owned subsidiary of Flexi (“PubCo”), an(iii) ~~increase~~The ~~from~~Flexi ~~the~~Merger ~~$11~~Co.12 ~~originally~~Ltd., ~~reported~~a inbusiness ~~the~~company ~~Company’s~~with ~~definitive~~limited liability incorporated under the ~~proxy~~laws ~~statement~~of (the ~~“Proxy~~British ~~Statement”)~~Virgin inIslands ~~connection~~and ~~with~~a ~~the~~direct ~~Special~~wholly ~~Meeting~~owned ~~filed~~subsidiary ~~with~~of ~~the~~PubCo, Uand (iv) Flexi Merger Co.S. ~~Securities~~LLC, a Delaware limited liability company and ~~Exchange~~a ~~Commission~~direct ~~(“SEC”)~~wholly onowned ~~January~~subsidiary 9,of ~~2024~~PubCo. ~~The~~Unless ~~closing~~otherwise ~~price~~defined ofherein, ~~the~~capitalized ~~Company’s~~terms ~~common~~used ~~stock~~herein onshall have the meanings ~~February~~ascribed ~~20,~~thereto ~~2024~~in ~~was~~the ~~$10~~Business Combination Agreement.~~79.~~

~~Stockholders~~On ~~who~~February ~~have~~22, ~~previously~~2024, ~~submitted~~TGVC ~~their~~received ~~proxies~~written notice orfrom ~~otherwise~~Flexi ~~voted~~that ~~and~~Flexi ~~who~~had doelected ~~not want~~ to ~~change~~terminate ~~their vote need not take any action. Stockholders as of~~ the ~~record~~Business ~~date~~Combination ~~can~~Agreement ~~vote,~~pursuant ~~even if they have subsequently sold their shares. Any stockholders who wish~~ to ~~change~~Section ~~their vote and need assistance should contact Okapi Partners LLC at~~ 10.1(~~212~~i) ~~297-0720, or info@okapipartners.com. The deadline for holders of the Company’s common stock issued in its initial public offering~~ (~~the “Public Shares”~~ii) tothereof ~~submit~~because ~~their Public Shares for redemption in connection with~~ the ~~Business~~ ~~Combination~~Closing ~~Proposal~~had ~~and~~not ~~the~~occurred ~~Charter~~on ~~Limitation~~or ~~Proposal~~before ~~(collectively,~~May ~~the “Proposals”~~5, ~~each~~2023 ~~as defined in~~ (the ~~Proxy Statement~~“Termination”) ~~is now 5:00 p~~.m. Eastern Time on February 28, 2024. Stockholders who wish to withdraw their previously submitted redemption requests may do so prior to the rescheduled meeting by requesting that the transfer agent return such Public Shares prior to 10:00 a.m. Eastern Time on February 28, 2024.

~~The~~TGVC ~~press~~is ~~release~~exploring its isoptions ~~attached~~and ~~hereto~~available aslegal ~~Exhibit~~remedies ~~99.1~~ against Flexi in connection with the termination of the Business Combination Agreement and isintends to ~~incorporated~~vigorously byprotect ~~reference~~its ~~herein~~rights under the Business Combination Agreement.

~~Participants~~Item ~~in the Solicitation~~8.01

~~The~~In ~~Company~~connection ~~and~~with ~~its~~the ~~directors~~Termination, ~~and~~TGVC ~~executive~~has ~~officers~~decided ~~and other persons may be deemed~~ to becancel ~~participants in~~ the ~~solicitation~~special meeting of ~~proxies from the Company’s~~ stockholders inoriginally ~~respect~~scheduled ~~of the~~for ~~Special~~March ~~Meeting~~1, ~~the~~2024, ~~Proposals~~ and ~~related~~to ~~matters.~~withdraw ~~Information~~from ~~regarding~~consideration by the ~~Company’s~~stockholders ~~directors~~of ~~and~~TGVC ~~executive~~the ~~officers~~proposals isset ~~available~~forth in ~~the Company~~TGVC’s ~~annual~~definitive ~~report~~proxy onstatement ~~Form 10-K for~~ (the ~~year~~“Proxy ~~ended~~Statement”) ~~December 31, 2022,~~ filed with the ~~SEC on March 29, 2023~~U.S. ~~Additional~~Securities ~~information regarding the participants in the proxy solicitation~~ and aExchange ~~description~~Commission ofon ~~their~~January ~~direct~~9, ~~and~~2024 ~~indirect~~in ~~interests~~connection ~~are~~therewith ~~contained in~~ (the ~~Proxy Statement~~“Cancellation”).

~~Non-Solicitation~~As a result of the Cancellation, TGVC will not complete the redemption of shares of its Class A common stock submitted in connection with the Business Combination Proposal (as defined in the Proxy Statement) for the pro rata portion of the amounts held in the trust account established at the consummation of TGVC’s initial public offering. Any shares of Class A common stock already submitted for redemption will be returned to stockholders promptly.

~~This~~Forward-Looking communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.Statements

~~Additional~~This Current ~~Information~~Report on Form 8-K (this “Form 8-K”) includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Statements regarding TGVC exploring its options and available legal remedies against Flexi in connection with the termination of the Business Combination Agreement and related matters, as well as all other statements other than statements of historical fact included in this Form 8-K are forward-looking statements. When used in this Form 8-K, words such as “explore,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions, as they relate to TGVC or its management team, identify forward-looking statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to,

~~The~~TGVC’s ~~Company has~~management. ~~filed~~Actual ~~the~~results ~~Proxy~~could ~~Statement~~differ ~~with~~materially ~~the~~from ~~SEC~~those incontemplated ~~connection~~by ~~with~~ the ~~Special~~forward-looking ~~Meeting to consider and vote upon the Proposals and other matters~~statements ~~and,~~as ~~beginning~~a onresult ~~or about January 9, 2024, mailed the Proxy Statement and other relevant documents to its stockholders as~~ of ~~the~~certain ~~January 4,~~factors ~~2024~~detailed ~~record~~in ~~date for the Special Meeting. The Company~~TGVC’s ~~stockholders~~filings ~~and~~with ~~other~~the ~~interested~~SEC. ~~persons~~All ~~are~~subsequent ~~advised~~written toor ~~read~~oral ~~the~~forward-looking ~~Proxy~~statements ~~Statement~~attributable ~~and~~to ~~any~~TGVC ~~other~~or ~~relevant~~persons ~~documents~~acting ~~that~~on ~~have~~its ~~been~~behalf orare ~~will~~qualified bein ~~filed~~their ~~with~~entirety ~~the~~by ~~SEC~~this inparagraph. ~~connection~~Forward-looking ~~with~~statements ~~the Company’s solicitation~~are ofsubject ~~proxies~~to ~~for~~numerous ~~the~~conditions ~~Special~~many ~~Meeting~~of ~~because~~which ~~these~~are ~~documents~~beyond ~~contain important information about~~ the ~~Company,~~control ~~the Proposals and related matters. Stockholders may also obtain a free copy~~ of ~~the Proxy Statement~~TGVC, asincluding ~~well~~those asset ~~other~~forth ~~relevant~~in ~~documents~~the ~~that~~“Risk ~~have been or will be~~Factors” ~~filed~~section ~~with~~of ~~the~~TGVC’s ~~SEC,~~Annual ~~without~~Report ~~charge~~on Form 10-K, subsequent atquarterly ~~the~~reports ~~SEC’s~~on Form 10-Q and ~~website~~initial public ~~located~~offering ~~at www~~prospectus.~~sec.gov~~ orTGVC byundertakes ~~directing~~no aobligation ~~request~~ to: TGupdate ~~Venture~~these ~~Acquisition Corp.,~~statements ~~1390~~for ~~Market~~revisions ~~Street,~~or ~~Suite~~changes ~~200,~~after ~~San~~the ~~Francisco,~~date CAof ~~94102~~this ~~or to: Okapi Partners LLC~~release, except ~~Attention:~~as ~~Chuck~~required ~~Garske~~by ~~/ Christian Jacques, (212) 297-0720, or Info@okapipartners~~law.~~com.~~

Forward-Looking Statements

This Current Report on Form 8-K (this “Form 8-K”) includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Statements regarding the estimated per share redemption price and related matters, as well as all other statements other than statements of historical fact included in this Form 8-K are forward-looking statements. When used in this Form 8-K, words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions, as they relate to the Company or its management team, identify forward-looking statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, the Company’s management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in the Company’s filings with the SEC. All subsequent written or oral forward-looking statements attributable to the Company or persons acting on its behalf are qualified in their entirety by this paragraph. Forward-looking statements are subject to numerous conditions many of which are beyond the control of the Company, including those set forth in the “Risk Factors” section of the Company’s Annual Report on Form 10-K, subsequent quarterly reports on Form 10-Q and initial public offering prospectus. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1		Press Release, dated February 21, 2024.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

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

TG Venture Acquisition Corp.

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

Dated: February 2128, 2024

Filing Compare · TG Venture Acquisition Corp.