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September 7, 2023
Pui Lan Patrick Tsang
Chief Executive Officer
TG Venture Acquisition Corp.
1390 Market Street, Suite 200
San Francisco, California 94102
Re:TG Venture Acquisition Corp.
Form 10-K/A (Amendment No. 1) for the Fiscal Year Ended December 31, 2022
File No. 001-41000
Dear Pui Lan Patrick Tsang:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Unless we note otherwise, our references to prior comments are to comments in our July 11,
2023 letter.
Form 10-K/A (Amendment No. 1) for the Fiscal Year Ended December 31, 2022
Item 1. Description of Business
PRC Limitations and Concerns, page 11
1.We note your response to comment 1.  Please remove the page 12 statement that "[w]e do
not believe that, as of the date of this filing, there are legal or operational risks to us
associated with the laws and regulations of mainland China solely due to or as a result of
the Sponsor being based in Hong Kong."  Please remove similar statements elsewhere in
your filing, for example, on pages 13 and 42.  Please provide prominent disclosure in the
introduction to your Business section about the legal and operational risks associated with
your sponsor being based in China (including Hong Kong and Macau). Your disclosure
should make clear whether these risks could result in a material change in your operations
and/or the value of your securities or could significantly limit or completely hinder your

 FirstName LastNamePui Lan Patrick Tsang
 Comapany NameTG Venture Acquisition Corp.
 September 7, 2023 Page 2
 FirstName LastNamePui Lan Patrick Tsang
TG Venture Acquisition Corp.
September 7, 2023
Page 2
ability to offer or continue to offer securities to investors and cause the value of such
securities to significantly decline or be worthless.
2.We reissue comment 2.  Please include a summary risk factor, as required by Item 105(b)
of Regulation S-K.  Such disclosure should summarize the risks that your sponsor being
based in China poses to investors.  In particular, describe the significant regulatory,
liquidity, and enforcement risks with cross-references to the more detailed discussion of
these risks in your Risk Factors section.  For example, specifically discuss risks arising
from the legal system in China, including risks and uncertainties regarding the
enforcement of laws and that rules and regulations in China can change quickly with little
advance notice; and the risk that the Chinese government may intervene or influence your
operations at any time, or may exert more control over offerings conducted overseas
and/or foreign investment in China-based issuers, which could result in a material change
in your operations and/or the value of your securities.  Acknowledge any risks that any
actions by the Chinese government to exert more oversight and control over offerings that
are conducted overseas and/or foreign investment in China-based issuers could
significantly limit or completely hinder your ability to offer or continue to offer securities
to investors and cause the value of such securities to significantly decline or be worthless.
3.We note your response to comment 4 and partially reissue the comment.  Please also
describe the consequences to you and your investors if you or your sponsor: (i) do not
receive or maintain permissions or approvals from Chinese authorities, (ii) inadvertently
conclude that such permissions or approvals are not required, or (iii) applicable laws,
regulations, or interpretations change and you or your sponsor are required to obtain such
permissions or approvals in the future.

4.We note your response to comment 6 and partially reissue the comment.  Please include a
separate section on enforcement of liabilities addressing the enforcement risks related to
civil liabilities due to your sponsor and some of your officers and/or directors being
located in China or Hong Kong.  For example, revise to discuss more specifically the
limitations on investors being able to effect service of process and enforce civil liabilities
in China and Hong Kong; lack of reciprocity and treaties; and cost and time constraints.
Additionally, please identify each officer and director located in China or Hong Kong and
disclose that it will be more difficult to enforce liabilities and enforce judgments on those
individuals.
5.Please revise or advise to reconcile your pages 11, 35, and 41 disclosure that Mr. Tsang is
located/resides in Hong Kong with your page 19 disclosure that "[n]one of our officers
and directors are located in the PRC" and The Flexi Group Holdings Ltd's Form F-4
disclosure indicating that Mr. Tsang resides in Ireland.

Additionally, please revise or advise to reconcile your page 19 disclosure that "[n]one of
our officers and directors are located in the PRC" with The Flexi Group Holdings Ltd's
Form F-4 disclosure indicating that Mr. Alexander resides in Hong Kong.

 FirstName LastNamePui Lan Patrick Tsang
 Comapany NameTG Venture Acquisition Corp.
 September 7, 2023 Page 3
 FirstName LastName
Pui Lan Patrick Tsang
TG Venture Acquisition Corp.
September 7, 2023
Page 3
General
6.We reissue comment 10.  Please address specifically any PRC regulations concerning
mergers and acquisitions by foreign investors that your initial business combination
transaction may be subject to, including PRC regulatory reviews, which may impact your
ability to complete a business combination in the prescribed time period.  Also address
any impact PRC law or regulation may have on the cash flows associated with the
business combination, including shareholder redemption rights.
7.Please revise or advise to clarify the location of your operations.  In this regard, as a non-
exclusive example, we note your pages 35 and 36 disclosure indicating that your
operations are based in Hong Kong.  However, we also note your pages 41 and 43
disclosure indicating that you do not have operations in Hong Kong.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Paul Cline at 202-551-3851 or Isaac Esquivel at 202-551-3395 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Benjamin Holt at 202-551-6614 or Pam Howell at 202-551-3357 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Kelvin Liu