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July 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
Amended Registration Statement on Form F-4
Filed June 13, 2023
File No. 333-269739
Dear Christopher Ian Edwards:
            We have reviewed your amended 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.  Unless we note
otherwise, our references to prior comments are to comments in our March 10, 2023 letter.
Amendment No. 1 to Registration Statement on Form F-4 filed June 13, 2023
Prospectus Cover Page, page i
1.We reissue comment 3.  Please provide prominent disclosure about the legal and
operational risks associated with TGVC's sponsor being based in Hong Kong and the risks
associated with Flexi's operations 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 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

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prospectus summary should address, but not necessarily be limited to, the risks
highlighted on the prospectus cover page.  Please also separately discuss
the commensurate laws and regulations in Hong Kong, if applicable, and any risks and
consequences to the company associated with those laws and regulations.  Please clearly
disclose that the legal and operational risks associated with operating in China also apply
to operations in Hong Kong.  Lastly, disclose how any regulatory actions related to data
security or anti-monopoly concerns in Hong Kong have or may impact the company’s
ability to conduct its business, accept foreign investments, or list on a U.S. or foreign
exchange,

Inside Front and Outside Back Prospectus Cover Pages, page vi
2.We partially reissue comment 4.  Please revise the outside back prospectus cover page
to 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.  In addition, please
revise the Additional Information section on page 1 to provide the address and phone
number for TG Venture Acquisition Corp. for shareholders to obtain the additional
information.
Q: What happens if a substantial number of the TGVC Public Stockholders . . . ?, page 18
3.Please revise here, and elsewhere as appropriate, to identify the third party advisors
expected to own approximately 3.4% of the outstanding PubCo ordinary shares upon
closing of the business combination.  Describe the material terms of the issuance,
including the price, consideration given, and number of shares, if any, that may be
redeemed upon consummation of the business combination.  Please also file as an exhibit
any subscription agreements or stock purchase agreements entered into in connection with
the issuance.
Q: What equity stake will the TGVC Stockholders...?, page 26
4.We partially reissue comment 6.  Please expand your tabular disclosure to revise to
disclose all possible sources and extent of dilution that public shareholders who elect not
to redeem their shares may experience in connection with the business combination.
Please provide further break down of the PubCo ordinary shares in the second table on
page 27 to clearly reflect the percentages for the TGVC Public Stockholders, separately.
In addition, such dilution should reflect each significant source of dilution, including the
potential additional earn-out shares, and the warrants underlying the working capital
loans.
Summary, page 29
5.We reissue comment 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

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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.  To the extent you believe such permissions or approvals are not required, please
clearly disclose in the summary and clearly disclose how you made such determination.
To the extent you are relying upon the opinion of counsel, please name counsel and have
counsel file a consent, as required by Item 601(b)(23) of Regulation S-K.
6.In an appropriate place, please discuss the arrangement between Mainland China and the
Hong Kong Special Administrative Region for the Avoidance of Double Taxation and the
Prevention of Fiscal Evasion. In revising your disclosure, please also
discuss China's Enterprise Tax Law, which imposes a withholding income tax of 10% on
dividends distributed by a Foreign Invested Enterprise to its immediate holding company
outside of Mainland China unless such holding company is registered in Hong Kong or
other jurisdictions that have a tax treaty with Mainland China, in which case the tax is 5%.
7.We partially reissue comment 8.  Please include the telephone number for TG Venture
Acquisition Corp., as required by Item 3(a) of Form F-4.
8.We reissue comment 9.  We again note the disclosure on page 25 that "Flexi expects that
its 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, will allow it to quickly add new venues with lower capital outlay and
financial risk."  However, we continue to note the risk factor disclosure on page 46 that
86% 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 each time you discuss your asset-light
growth strategy and the joint venture structures.  Lastly, please clearly disclose what you
mean by "asset-light" and which types of leasing structures you consider asset-light.
Summary of Risk Factors, page 45
9.We partially reissue comment 12.  Provide cross-references for each risk factor relating to
the risks of operating in Hong Kong to the more detailed discussion of these risks in the
prospectus.  In addition, specifically discuss the risk that the Chinese government may
intervene or influence your operations at any time.

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Risks Related to Flexis Operations in Hong Kong, page 58
10.Please revise the risk factor on page 60 discussing the legal and judicial system in China
to discuss more specifically the limitations on investors being able to effect service of
process and enforce civil liabilities in the PRC or Hong Kong, lack of reciprocity and
treaties, and cost and time constraints.
Risks Related to TGVC and the Business Combination, page 65
11.We partially reissue comment 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.  Provide risk factor disclosure to explain whether there is any
commensurate laws or regulations in Hong Kong which result in oversight over data
security and explain how this oversight impacts the company’s business and the offering
and to what extent the company believes that it is compliant with the regulations or
policies that have been issued.  Similarly revise the risk factor disclosures regarding Flexi.
12.We partially reissue comment 16.  In light of TGVC's sponsor being based in Hong
Kong,  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, and your offering; and to what extent you believe that
each of TGVC is compliant with the regulations or policies that have been issued by the
CAC to date.
13.We reissue comment 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.

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"Upon consummation of the Business Combination, TGVC's Stockholders will experience
dilution . . . .", page 77
14.We note the revisions made in response to comment 18.  Please revise or advise, as it
appears the percentages do not total to 100%.  Such ownership percentages should also
reconcile with the disclosure in the tables in the summary and elsewhere.
Risks Related to Investment in a BVI Company and PubCo's Status as a Foreign Private Issuer,
page 85
15.We partially reissue comment 19.  We continue to note that the disclosure in this risk
factor and in the summary state that you may elect or are permitted to follow home
country corporate practices.  However, the prospectus does not reflect that you intend to
elect home country practices until page 205.  Please provide clear disclosure in the
summary and this risk factor that you intend to follow home country corporate governance
practices.  Consider providing a cross-reference to the more detailed information on page
205.
Risks Related to the Redemption, page 86
16.Please revise the first risk factor in this section to reconcile the amounts that would be
paid out from the trust funds if the business combination is completed to reflect the loans
and advances in the aggregate amount of approximately $5.6 million as of June 9, 2023
from sponsor related parties and TGVC officers and directors.  Provide clear disclosure in
the risk factor and throughout the prospectus of the total amount that would be paid in
loans, fees and other expenses from the trust funds.  Also cleary disclose the amount in the
trust as of the most recent practicable date.
17.We partially reissue comment 20.  Please revise the risk factor on page 87 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.
Enforceability of Civil Liabilities, page 95
18.We partially reissue comment 55.  Please clearly identify those officers and directors who
are located outside of the United States and where they are located.  Please also revise to
discuss more specifically the lack of reciprocity and treaties, and cost and time constraints.
Unaudited Pro Forma Condensed Combines Financial Information, page 97
19.We note in your response to comment 21 that financial statements for Common Ground
are not provided in this amendment to the registration statement.  Please tell us how you
applied Rule 3-05 of Regulation S-X in determining that historical financial statements of
Common Ground are not required.

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Opinion of Marshall & Stevens, page 135
20.We note your response to comment 28 and reissue the comment.  Please revise to disclose
all Flexi financial projections used by Marshall & Stevens.  In this regard, we note your
reference on page 138 to the Flexi Prospective Financial Information, which you define as
"the financial projections of Flexi for the years ending December 31, 2022 through
December 31, 2026, as prepared by Flexi’s management," and which you state Flexi's
management provided to Marshall & Stevens.  We also note the investor deck filed
pursuant to Rule 425 on April 4, 2023, which appears to include revenue projections.
Refer to Item 4(b) of Form F-4 and Item 1015 of Regulation M-A.  To the extent
the information on pages 138 and 139 represent the only projections used, please disclose
the prior financial results upon which such growth estimates were applied.
21.We note your response to comment 29.  Please revise to explain how Flexi's business
plan assumptions support a revenue CAGR of 51% through fiscal year 2026, as disclosed
on slide 26 of the investor deck file pursuant to Rule 425 on April 4, 2023.
22.Please reconcile the statement on page 19 that the hybrid agreement is the most frequent
form of Flexi's landlord partnerships with the risk factor disclosure on page 54 that
reflects 46.5% of Flexi’s locations are operated pursuant to traditional leases and 39.5% of
Flexi’s locations are operated pursuant to hybrid agreements.
Information About TGVC, page 153
23.We reissue comment 36.  We note the disclosure on page 156 that "Marcum LLP, our
independent registered public accounting firm, and ThinkEquity, the underwriter of the
IPO, did not execute agreements with us waiving such claims to the monies held in the
Trust Account."  Please quantify the aggregate amount due to parties that did not waive
their right to seek repayment from funds in the tru