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The Flexi Group Holdings Ltd

Wisma UOA Damansara II, Penthouse
16-1 Level 16, No. 6

Changkat Semantan, Bukit Damansara

50490 Kuala Lumpur, Malaysia

June 12, 2023

VIA EDGAR

 Attention: Mr. Paul Cline

Mr. Benjamin Holt

 Re: The Flexi Group Holdings Ltd

Registration Statement
on Form F-4

Filed February 13, 2023

File No. 333-269739

Gentlemen:

 This letter sets forth the response
of The Flexi Group Holdings Ltd (the “Registrant”) to the comments of the staff of the Division of Corporation
Finance (the “Staff”) of the Securities and Exchange Commission set forth in your letter dated March 10, 2023
(the “Comment Letter”), with respect to the above referenced Registration Statement on Form F-4 (the “Registration
Statement”). Concurrently with the submission of this letter, the Registrant is filing Amendment No. 1 to the Registration
Statement (the “Amended Registration Statement”). In addition to addressing the comments raised by the Staff
in the Comment Letter, the Registrant has included other revisions and updates to its disclosure in the Amended Registration Statement.
Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Amended Registration Statement.

Set forth below is the Registrant’s
response to the Staff’s comments. For the Staff’s convenience, we have incorporated your comments into this response letter
in italics.

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.

Response: In response
to the Staff’s comment, the Registrant has revised the disclosure as requested on page i of the Amended Registration Statement.

 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.

 Response:
In response to the Staff’s comment, the Registrant has revised the disclosure as requested on page vii of the Amended Registration
Statement.

    1

Division of Corporation Finance

U.S. Securities and Exchange Commission

June 12, 2023

 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 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.

 Response: The Registrant
respectfully acknowledges the Staff’s comment and advises that the Registrant does not believe that, as of the date hereof, there
are legal or operational risks associated with TG Venture Acquisition Corp.’s (“TGVC”) sponsor, Tsangs
Group Holdings Limited (the “Sponsor”) being based in Hong Kong, including TGVC’s ability to consummate
the business combination (the “Business Combination”) with the Flexi Group Limited (“Flexi”).
Hong Kong is a Special Administrative Region of the People’s Republic of China (the “PRC”) and enjoys
its own limited autonomy as defined by the Basic Law of the Hong Kong Special Administrative Region of the PRC (“Basic Law”).
Hong Kong’s legal system, which is different from that of the PRC, is based on common law and has its own laws and regulations,
but some of the national laws of the PRC are made applicable in Hong Kong under the Basic Law.

Pursuant to the Basic Law, which
is a national law of the PRC and the constitutional document for Hong Kong, national laws of the PRC shall not be applied in Hong Kong
except for those relating to defense, foreign affairs and other matters outside the autonomy of Hong Kong, which may be listed in Annex
III of the Basic Law and applied locally by promulgation or local legislation. While the National People’s Congress of the PRC has
the power to amend the Basic Law, the Basic Law expressly provides that no amendment to the Basic Law shall contravene the established
basic policies of the PRC regarding Hong Kong. As a result, national laws of the PRC not listed in Annex III of the Basic Law (and any
regulatory notices issued pursuant to those national laws) do not apply in Hong Kong.

 As noted in the Staff’s
comment, it has been speculated that there may be increased alignment between PRC laws and regulations and the Basic Law or that PRC laws
and regulations will be applied directly in Hong Kong. If certain PRC laws and regulations relevant to the Sponsor were to become applicable
in Hong Kong in the future and prior to the expiration of the period by which TGVC has to complete an initial business combination, which
is currently November 5, 2023 (the “Combination Period”), the Sponsor may face legal and operational risks and
uncertainties relating to it being based in Hong Kong. As of the date hereof, the Registrant cannot determine the extent to which, if
at all, PRC laws and regulations relevant to the Sponsor may become applicable in Hong Kong. Depending on the hypothetical extent of the
risks and uncertainties of these PRC laws and regulations, if they were to become applicable in Hong Kong prior to the expiration of the
Combination Period, the Sponsor’s business could be disrupted and it could incur additional costs and expenses or loss of key personnel,
any of which could adversely affect its financial condition and results of operations, its ability to provide interim funding for TGVC
expenses and its ability to fulfill its contractual commitments to TGVC. The Sponsor’s inability to provide interim funding for
TGVC expenses or fulfill its contractual commitments to TGVC could adversely impact TGVC’s operations and jeopardize TGVC’s
ability to consummate the Business Combination.

    2

Division of Corporation Finance

U.S. Securities and Exchange Commission

June 12, 2023

As of the date hereof,
neither TGVC’s operations nor its ability to consummate the Business Combination are affected by the Sponsor being based in Hong
Kong because TGVC’s operations do not consist of prohibited activities under the applicable Hong Kong laws and are generally not
restricted. Neither the Sponsor nor TGVC are incorporated in mainland China (which excludes Hong Kong), and none of their subsidiaries
are incorporated in mainland China. TGVC is a Delaware corporation with no operations in China (including Hong Kong and Macau). Neither
the Sponsor nor TGVC maintain operations in mainland China, generate revenues from mainland China, provide services in mainland China
or conduct sales or marketing activities in mainland China or to residents in mainland China. Additionally, neither the Sponsor nor TGVC
have triggered any of the following thresholds (“Thresholds”) or intend to transfer any personal data outside
of mainland China: (i) processing the personal data of more than one million data subjects; (ii) transferring the personal data of more
than 100,000 data subjects outside of mainland China since January 1 of the preceding year; or (iii) transferring the sensitive personal
data of more than 10,000 data subjects outside of mainland China since January 1 of the preceding year. Thus, TGVC is not subject to the
legal and operational restrictions associated with operating a company based in China, Hong Kong and Macau, and does not face the attendant
potential impact on the ability to continue its operations or consummate its business combination.

The Registrant does not
believe that the laws and regulations of the PRC that do not apply in Hong Kong, including the recent developments on data security or
anti-monopoly policies and the relevant laws and regulations of the PRC, have a material impact on the Sponsor’s business, financial
condition and results of operations. In particular, no approval by the PRC authorities is required (i) for the Sponsor to vote its shares
of Class B Common Stock of TGVC or (ii) that could limit the Sponsor’s ability to fund TGVC expenses or fulfill its contractual
commitments to TGVC. Therefore, the Registrant does not believe that there is currently a material risk that the laws and regulations
of the PRC that do not apply to Hong Kong will jeopardize TGVC’s ability to consummate the Business Combination or accept foreign
investments, notwithstanding the fact that the Sponsor is based in Hong Kong, a special administrative region of the PRC. In the event
that the Sponsor inadvertently concludes that relevant permissions or approvals were not required or that applicable laws, regulations,
or interpretations change and it is required to obtain such permissions or approvals in the future (prior to the expiration of the Combination
Period), any failure by the Sponsor to maintain or obtain such permissions or approvals could result in enforcement and other action by
the PRC government, including investigations, penalties, fines and orders, which action, if imposed prior to the end of the Combination
Period, may significantly limit or completely hinder the Sponsor’s ability to operate, provide interim funding for TGVC expenses
and fulfill its contractual commitments to TGVC. Such failure to provide interim funding for TGVC expenses and fulfill the Sponsor’s
contractual commitments to TGVC could jeopardize TGVC’s ability to operate or consummate the Business Combination.

Recently, the PRC government announced
that it would step up supervision of overseas listed Chinese businesses. Under the new measures, China will enhance regulation of cross-border
data flows and security, crack down on illegal activity in the securities market and punish fraudulent securities issuance, market manipulation
and insider trading, China will also check sources of funding for securities investment and control leverage ratios. The Cyberspace Administration
of China (“CAC”) has also opened a cybersecurity probe into several U.S.-listed tech companies focusing on anti-monopoly,
financial technology regulation and more recently, with the passage of the Data Security Law of the PRC, how companies collect, store,
process and transfer personal data.

Currently, the laws in the PRC
are expected to apply to mainland Chinese businesses, rather than businesses in Hong Kong which operate under a different set of laws
from mainland China. As a result, the Registrant believes that there are currently no legal or operational risks affecting TGVC as a result
of the Sponsor being based in Hong Kong.

    3

Division of Corporation Finance

U.S. Securities and Exchange Commission

June 12, 2023

In
response to the Staff’s comment, the Registrant has revised the disclosure on pages 45-46, 58-63, 68-69, 154 and 159-160 of the
Amended Registration Statement.

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.

 Response:
In response to the Staff’s comment, the Registrant has revised the disclosure as requested on pages 1-2 of the Amended Registration
Statement.

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.

 Response:
In response to the Staff’s comment, the Registrant has revised the disclosure as requested on pages 18-20 of the Amended Registration
Statement.

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.

Response: In response
to the Staff’s comment, the Registrant has revised the disclosure as requested on pages 26-27 of the Amended Registration Statement.

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.

    4

Division of Corporation Finance

U.S. Securities and Exchange Commission

June 12, 2023

Response: The Registrant
has been advised that, as of the date hereof, the Sponsor is not required to obtain any permissions or approvals from Chinese authorities
to operate TGVC’s business or consummate the Business Combination. The Sponsor is not incorporated in mainland China and none of
its subsidiaries are incorporated in mainland China. It does not mai