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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

August 14, 2023

VIA EDGAR

Attention:
Mr. Paul Cline

Mr. Benjamin Holt

Re:
The Flexi Group Holdings
Ltd

Amended Registration Statement
on Form F-4

Filed June 13, 2023

File No. 333-269739

Ladies and 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 July 10, 2023
(the “Comment Letter”), with respect to the above referenced Amended Registration Statement on Form F-4 (the
“Amended Registration Statement”). Concurrently with the submission of this letter, the Registrant is filing
Amendment No. 2 to the Registration Statement (the “Second 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 Second Amended Registration Statement. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed
thereto in the Second 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.

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 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.

Division
of Corporation Finance

U.S.
Securities and Exchange Commission

August 14, 2023

Page 2

Response: In response to
the Staff’s comment, the Registrant has revised the disclosure as requested on pages 29-31, 33-35, 64-66, 68-71, 76-79, 105-106,
164-165 and 171-173 of the Second Amended Registration Statement.

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.

Response: In response to
the Staff’s comment, the Registrant has revised the disclosure as requested on the back cover page of the prospectus and on page
1 of the Second Amended Registration Statement.

Questions and Answers About the Proposed Business
Combination

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.

Response: The Registrant
respectfully advises the Staff that its third-party advisor, ARC Group Limited (“ARC”), is expected to own 3.5%
of the outstanding PubCo Ordinary Shares upon closing of the Business Combination. In response to the Staff’s comment, the Registrant
has revised the disclosure as requested on pages 19-20, 26-27, 46, 87 and 208 of the Second Amended Registration Statement. Additionally,
as requested, the Registrant has filed its advisory agreement with ARC as Exhibit 10.19 to the Second Amended Registration Statement.

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.

Division
of Corporation Finance

U.S.
Securities and Exchange Commission

August 14, 2023

Page 3

Response: In response to
the Staff’s comment, the Registrant has revised the disclosure as requested on pages 19, 26-27 and 87-88 of the Second Amended
Registration Statement.

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 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-Ks.

Response: In response to
this comment, the Registrant revised the disclosure as requested on pages 32 and 172-173 of the Second Amended Registration
Statement and filed the consent of TGVC’s PRC legal counsel as Exhibit 23.6.

 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%.

Response: In response to the Staff’s comment, the Registrant has revised the disclosure
as requested on pages 32, 36-37, 78 and 164-165 of the Second Amended Registration Statement.

 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.

Response: In response to
the Staff’s comment, the Registrant has revised the disclosure as requested on pages 24 and 29 of the Second Amended Registration
Statement.

 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.

Division
of Corporation Finance

U.S.
Securities and Exchange Commission

August 14, 2023

Page 4

Response: In response to the Staff’s comment, the Registrant has revised the disclosure
as requested on pages 15, 33, 42, 52, 59-60, 143, 151, 181, 183-185 and 210 of the Second Amended Registration Statement.

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.

Response: The Registrant has revised the disclosure as requested on pages 30, 52-53,
70, 76 and 164 of the Second Amended Registration Statement regarding the risks that the Sponsor’s being based in Hong Kong and
a material portion of Flexi’s revenues being generated in Hong Kong poses to investors.

Risk Factors

Risks Related to Flexi’s
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.

Response: In response to the Staff’s comment, the Registrant has added a new risk
factor on pages 52, 66, 77 and 106 of the Second Amended Registration Statement.

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.

Division
of Corporation Finance

U.S.
Securities and Exchange Commission

August 14, 2023

Page 5

Response: In response to the Staff’s comment, the Registrant has revised the disclosure
as requested on pages 30, 70, 76 and 164 of the Second Amended Registration Statement.

 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.

Response: In response to
the Staff’s comment, the Registrant has revised the disclosure as requested on pages 30, 34, 65-66, 68-69, 164 and 172-173 of the
Second Amended Registration Statement.

 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.

Response: In response to
the Staff’s comment, the Registrant has added a new risk factor on pages 30, 32 and 34 of the Second Amended Registration Statement.

“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.

Response: In response to
the Staff’s comment, the Registrant has revised the disclosure as requested on pages 87-88 of the Second Amended Registration Statement.

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.

Response: In response to
the Staff’s comment, the Registrant has revised the disclosure as requested on pages 36, 53 and 95-96 of the Second Amended Registration
Statement.

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, fee