SEC Comment Letter 0000000000-23-013123 to Flexi Group Holdings Ltd (CIK 0001965044)
Flexi Group Holdings Ltd (CIK 0001965044)
Date: Dec. 1, 2023 · CIK: 0001965044 · Accession: 0000000000-23-013123
AI Filing Summary & Sentiment
File numbers found in text: 333-269739
Letter
United States securities and exchange commission logo December 1, 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. 6 to Registration Statement on Form F-4 Filed November 24, 2023 File No. 333-269739 Dear Christopher Ian Edwards: We have reviewed your amended registration statement and have the following comments. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies 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 this letter, we may have additional comments. Amendment No. 6 to Registration Statement on Form F-4 filed November 24, 2023 Material U.S. Federal Income Tax Consequences of the Business Combination, page 261 1.Please ensure that the tax opinion addresses and expresses a conclusion for each material tax consequence. In that regard, please tell us the basis for excluding from the opinion the potential United States federal income tax consequences of the business combination pursuant to Section 367 of the Code. General 2.When discussing dilution to TGVC public shareholders post business combination, such as on page 18, please clearly disclose the dilution that will occur immediately after the business combination due to the public offering on Form F-1.
FirstName LastNameChristopher Ian Edwards Comapany NameThe Flexi Group Holdings Ltd December 1, 2023 Page 2 FirstName LastName Christopher Ian Edwards The Flexi Group Holdings Ltd December 1, 2023 Page 2 Please 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
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United States securities and exchange commission logo
December 1, 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. 6 to Registration Statement on Form F-4
Filed November 24, 2023
File No. 333-269739
Dear Christopher Ian Edwards:
We have reviewed your amended registration statement and have the following
comments.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.
Amendment No. 6 to Registration Statement on Form F-4 filed November 24, 2023
Material U.S. Federal Income Tax Consequences of the Business Combination, page 261
1.Please ensure that the tax opinion addresses and expresses a conclusion for each material
tax consequence. In that regard, please tell us the basis for excluding from the opinion the
potential United States federal income tax consequences of the business combination
pursuant to Section 367 of the Code.
General
2.When discussing dilution to TGVC public shareholders post business combination, such
as on page 18, please clearly disclose the dilution that will occur immediately after the
business combination due to the public offering on Form F-1.
FirstName LastNameChristopher Ian Edwards
Comapany NameThe Flexi Group Holdings Ltd
December 1, 2023 Page 2
FirstName LastName
Christopher Ian Edwards
The Flexi Group Holdings Ltd
December 1, 2023
Page 2
Please 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