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March 10, 2023
Christopher Ian Edwards
Chief Executive Officer
The Flexi Group Holdings Ltd
Wisma UOA Damansara II, Penthouse 16-1 Level 16, No. 6
Changkat Semantan, Bukit Damansara
50490 Kuala Lumpur, Malaysia
Re:The Flexi Group Holdings Ltd
Registration Statement on Form F-4
Filed February 13, 2023
File No. 333-269739
Dear Christopher Ian Edwards:
            We have reviewed your registration statement 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 this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form F-4 filed February 13, 2023
Prospectus Cover Page, page i
1.Please disclose the title and amount of securities being offered, as required by Item
501(b)(2) of Regulation S-K, as referenced in Item 1 of Form F-4.
2.Please provide the disclosure regarding the market for your securities, as required by Item
501(b)(4) of Regulation S-K and the cross-reference to the risk factors section, as required
by Item 501(b)(5) of Regulation S-K.
3.Please provide prominent disclosure about the legal and operational risks associated with
TGVC's sponsor being based in Hong Kong.  Your disclosure should make clear whether
these risks could result in a material change in TGVC's operations and its ability to

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consummate the business combination.  Your disclosure should address how recent
statements and regulatory actions by China’s government, such as those related to data
security or anti-monopoly concerns, have or may impact TGVC's ability to conduct its
business, consummate the business combination, or accept foreign investments.  Your
prospectus summary should address, but not necessarily be limited to, the risks
highlighted on the prospectus cover page.

Inside Front and Outside Back Prospectus Cover Pages, page v
4.Please provide the dealer prospectus delivery obligation information as required by Item
502(b) of Regulation S-K, as referenced in Item 2 of Form F-4.  Please also provide the
information required by Item 2(1) and (2) of Form F-4.
Questions and Answers About the Proposed Business Combination
Q: What happens if a substantial number of the TGVC Public Stockholders...?, page 17
5.Please revise your disclosure to show the potential impact of redemptions on the per share
value of the shares owned by non-redeeming shareholders by including a sensitivity
analysis showing a range of redemption scenarios, including minimum, maximum and
interim redemption levels.
Q: What equity stake will the TGVC Stockholders...?, page 23
6.Please expand your tabular disclosure on page 24.  Revise to disclose all possible sources
and extent of dilution that shareholders who elect not to redeem their shares may
experience in connection with the business combination.  Provide disclosure of the impact
of each significant source of dilution, including the amount of equity held by founders,
convertible securities, including warrants retained by redeeming shareholders, at each of
the redemption levels detailed in your sensitivity analysis, including any needed
assumptions.
Summary of the Proxy Statement/Prospectus, page 25
7.Disclose each permission or approval that TGVC's sponsor is required to obtain from
Chinese authorities to operate TGVC's business and to consummate the business
combination.  State whether TGVC's sponsor is covered by permissions requirements
from the China Securities Regulatory Commission (CSRC), Cyberspace Administration of
China (CAC) or any other governmental agency, and state affirmatively whether all
requisite permissions or approvals have been received and whether any permissions or
approvals have been denied.  Please also describe the consequences to TGVC and its
investors if TGVC's sponsor: (i) does not receive or maintain such permissions or
approvals, (ii) inadvertently concludes that such permissions or approvals are not required,
or (iii) applicable laws, regulations, or interpretations change and TGVC's sponsor is
required to obtain such permissions or approvals in the future.

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8.Please disclose the telephone numbers of the principal executive offices for the registrant
and the company being acquired, as required by Item 3(a) of Form F-4.
9.We note the disclosure on page 25 that "Flexi’s asset-light growth strategy, whereby it
partners with landlords and real estate owners on mutually advantageous joint venture
structures rather than entering into traditional lease agreements, allows it to quickly add
new venues with lower capital outlay and financial risk."  However, we note the risk
factor disclosure on page 46 states that "89% of Flexi’s locations are operated pursuant to
leases or hybrid agreements that include some features of a traditional lease."  Please
revise disclosure throughout the prospectus to clearly reflect the current structuring of the
leases when discussing your asset-light growth strategy and the joint venture structures.
10.Please expand the table on page 33 showing the corporate structure to include the material
subsidiaries.
TGVC's Reasons for the Business Combination, page 29
11.Please expand the "Other Alternatives" bullet point on page 31 to address whether
TGVC's charter provision renouncing an interest in corporate opportunities offered to its
officers or directors impacted TGVC's search for an acquisition target.  Please revise
similar disclosure on page 106.
Summary of Risk Factors, page 39
12.In your summary of risk factors, disclose the risks that TGVC's sponsor being based in
Hong Kong and a material portion of Flexi's revenues being generated in Hong Kong
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
the prospectus.  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 the securities you are registering for sale.  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.
Risks Factors
Risks Related to Flexi's Business and Industry, page 44
13.We refer to your risk factor disclosure on pages 44 and 45 regarding the adverse impacts
of the COVID-19 pandemic on Flexi's business, including enforced temporary
closures; reduction in membership prices/rates, new memberships, membership renewals,

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and sales of ancillary products and services; increased costs; and temporary relief on
membership rentals.  Please revise to quantify the extent to which Flexi has been
negatively affected in these areas where practicable and material.  Also revise the business
section and/or MD&A, as appropriate.
14.We refer to your risk factor disclosure on page 45 regarding higher levels of membership
agreement non-renewals due to the COVID-19 pandemic.  Please revise to quantify this
increase in membership agreement terminations.  Provide context by quantifying the
relative amount of Flexi’s members, or revenue attributable to such members, that
may cancel memberships in one calendar month.  Also revise the business section and/or
MD&A, as appropriate.
Risks Related to TGVC and the Business Combination, page 51
15.Given the Chinese government’s significant oversight and discretion over the conduct of
TGVC's business, please revise to highlight separately the risk that the Chinese
government may intervene or influence TGVC's operations at any time, which could
result in a material change in TGVC's operations and its ability to consummate the
business combination and/or the value of the securities you are registering for sale.  Also,
given recent statements by the Chinese government indicating an intent to exert more
oversight and control over offerings that are conducted overseas and/or foreign investment
in China-based issuers, acknowledge the risk that any such action 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.  Please also
expand the risk factor disclosures on page 50 regarding the risks to Flexi from operating in
Hong Kong.
16.In light of TGVC's sponsor being based in Hong Kong, Flexi's Hong Kong operations, and
recent events indicating greater oversight by the Cyberspace Administration of China
(CAC) over data security, please revise your disclosure to explain how this oversight
impacts each of TGVC, Flexi, and your offering; and to what extent you believe that each
of TGVC, Flexi, and you are compliant with the regulations or policies that have been
issued by the CAC to date.
17.Please expand your risk factor disclosure to 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.
18.Please revise the first risk factor on page 60 regarding dilution to balance the expected
ownership amounts following the business combination to reflect maximum redemption
by public shareholders and exercise of warrants.

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Risks Related to Investment in a BVI Company and PubCo's Status as a Foreign Private Issuer,
page 65
19.Please revise to highlight the risk that because you are a foreign private issuer and exempt
from certain Nasdaq corporate governance standards applicable to U.S. issuers, investors
could have less protection than if you were a domestic issuer.  Please make clear whether
you intend to follow home country corporate governance practices.
Risks Related to the Redemption, page 68
20.Please revise the risk factor on page 68 relating to the excise tax to describe the risks of
the excise tax applying to redemptions in connection with liquidations that are not
implemented to fall within the meaning of “complete liquidation” in Section 331 of the
Internal Revenue Code.  Also describe, if applicable, the risk that if existing SPAC
investors elect to redeem their shares such that their redemptions would subject the SPAC
to the stock buyback excise tax, the remaining shareholders that did not elect to redeem
may economically bear the impact of the excise tax.
Unaudited Pro Forma Condensed Combined Financial Information, page 74
21.We note your reference to the historical audited financial statements of Common Ground
and your disclosure that they are included elsewhere in the filing; however, we are unable
to locate them within the filing.  Please revise accordingly.
22.Please tell us what consideration you gave to presenting pro forma financial statements for
the acquisition of Common Ground under Article 11 of Regulation S-X, including how
you considered the materiality of the acquisition to the company in determining the
correct presentation.  Tell us how you determined it was appropriate to combine the
financial statements of Hive Worldwide and Common Ground for the year ended
December 31, 2021 in considering the requirements of Article 11.
23.You disclose that, in part, the pro forma financial statements are derived from the June 30,
2022 financial statements of TGVC which you state are included elsewhere in the filing.
We are unable to locate those financial statements within the filing.  Please revise
accordingly.
The Business Combination Proposal; Terms of the Business Combination
The Initial Merger, page 90
24.Please provide clear disclosure as to how the Flexi Exchange Ratio is calculated and the
extent to which such ratio is expected to deviate from the December 5, 2022 calculation.

Background of the Business Combination, page 101
25.Please expand your background discussion to provide more detailed disclosure regarding
negotiations in connection with the valuation of Flexi, including to explain why valuation

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estimates changed over time.  For example, explain the reasons for the valuation
differences between the initial draft letter of intent submitted by TGVC on August 5, 2022
and the letter of intent executed by TGVC and Flexi on August 23, 2022.  Additionally,
please elaborate on the "discussions regarding the valuation of Flexi due to challenging
developments in general market conditions" that began on or about October 30, 2022 and
the reasons the parties ultimately agreed to revise down the valuation on or about
November 15, 2022.
26.Please disclose how TGVC was made aware of Flexi and identify the individuals who
initiated communications between the two parties.
The TGVC Board's Reasons for Approval of the Business Combination, page 105
27.We refer to page 106 under the bullet point “Other Alternatives,” where you state that the
TGVC board believes the Business Combination represents the best potential business
combination for TGVC and TGVC stockholders "based upon the process utilized to
evaluate and assess other potential acquisition targets, and that such process has not
presented a better alternative."  Please elaborate on the process utilized to evaluate
and assess other potential acquisition targets.
Opinion of Marshall & Stevens, page 107
28.Please revise to disclose all Flexi financial projections used by Marshall & Stevens.  Refer
to Item 4(b) of Form F-4 and Item 1015 of Regulation M-A.  To the extent the
information on pages 110 and 111 represent the only projections used, please disclose the
prior financial results upon which such growth estimates were applied.
29.To the extent you disclose the assumptions underlying Flexi's financial projections, please
make certain such disclosure facilitates investor understanding.  In this regard, we note t