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September 21, 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
Amendment No. 3 to Registration Statement on Form F-4
Filed September 14, 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 August 31, 2023 letter.
Amendment No. 3 to Registration Statement on Form F-4 filed September 14, 2023
Opinion of Marshall & Stevens, page 151
1.We note the revisions made in response to comment 10 regarding the projections.  We
note the focus of your discussion on the difference in revenues in the projections as
compared to the actual results.  Please provide additional disclosure as to the reasons for
the differences between the projected financial information and the actual financial
results, including cost of sales.  In addition, please revise the discussion of the
assumptions made in preparing the projections to reflect the relevant assumptions you
discuss when explaining the difference between the projections and actual financial
results.  Finally, given you have not acquired Common Ground Thailand and do not

 FirstName LastNameChristopher Ian Edwards
 Comapany NameThe Flexi Group Holdings Ltd
 September 21, 2023 Page 2
 FirstName LastName
Christopher Ian Edwards
The Flexi Group Holdings Ltd
September 21, 2023
Page 2
expect to acquire this business until 2024 at the earliest, and the slower return to the office
and market conditions in certain markets, please explain how you concluded that you
believe the projections are still representative of Flexi's current business operations and
business plans.
2.We note the revised disclosure in response to comment 14.  Please disclose that given the
lack of state law authority: (i) this issue will be resolved by a court, (ii) resolution of this
issue will have no effect on rights and responsibilities of the board under state law, and
(iii) the availability of such a defense has no effect on the rights and responsibilities of
either the TGVC board or Marshall & Stevens under the federal securities laws.
Material Tax Considerations, page 241
3.We note the revisions made in response to comment 12.  We note the opinion and the
disclosure on page 248 state that the transaction "will" qualify as a transaction under
Section 351(a) and thus the exchange of TGVC Class A Common Stock for PubCo
Ordinary Shares will not be taxable.  However, in light of the uncertainty regarding the
company's status as a PFIC it is unclear how counsel was able to provide a "will" opinion.
For guidance, see Staff Legal Bulletin No. 19, footnote 44 and accompanying text.
            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:       Christopher Haunschild