The Flexi Group Holdings Ltd entered into a definitive business combination agreement to acquire TG Venture Acquisition Corp. from Tsangs Group Holdings Limited and others for approximately $220 million in a reverse merger transaction.
Completion of the transaction is also subject to customary closing conditions, including that TGVC hold net tangible assets of at least $5,000,001 immediately prior to closing, net of redemptions and liabilities (including TGVC's transaction expenses) and subject to approval by TGVC's and The Flexi Group's shareholders, effectiveness of the F-4 Registration Statement, initial listing application with Nasdaq shall have been conditionally approved, regulatory and third party approval and Company shall have obtained executed counterparts to the Lock-Up Agreement. The transaction, which has been unanimously approved by the Boards of Directors of The Flexi Group and TGVC. The transaction is expected to be completed in the second quarter of 2023.
Marshall & Stevens Transaction Advisory Services LLC rendered an independent fairness opinion as to the fairness of the consideration from a financial point of view while Marshall & Stevens acted as fairness opinion provider with a service fee of $130,000 to TGVC. ARC Group Limited is serving as exclusive financial advisor to The Flexi Group, with Joseph M. Lucosky of Lucosky Brookman LLP and Conyers Dill & Pearman serving as legal counsel to The Flexi Group. TriPoint Capital Management, LLC is serving as advisor to TGVC, Marshall & Stevens Transaction Advisory Services LLC is serving as financial advisor to TGVC, with Jay M. Tannon of DLA Piper LLP (US) and Ogier LLP serving as legal counsel to TGVC. Mtumulty of Continental Stock Transfer & Trust Company acted as transfer agent while Okapi Partners LLC acted as information agent with a service fee of $45,000 to TGVC. ThinkEquity LLC acted as financial advisor to TGVC while ThinkEquity acted as fairness opinion provider with a service fee of $50,000 to TGVC.