Correspondence 0001731122-23-001686 from Flexi Group Holdings Ltd (CIK 0001965044)
Flexi Group Holdings Ltd (CIK 0001965044)
Date: Sept. 13, 2023 · CIK: 0001965044 · Accession: 0001731122-23-001686
AI Filing Summary & Sentiment
File numbers found in text: 333-269739
Referenced dates: August 31, 2023
Letter
The Flexi Group Holdings Ltd
Wisma UOA Damansara II, Penthouse 16-1 Level 16, No. 6
Changkat Semantan, Bukit Damansara
Kuala Lumpur, Malaysia
September 13, 2023
VIA EDGAR
Attention: Mr. Paul Cline
Mr. Benjamin Holt
Re: The Flexi Group Holdings Ltd
Amendment No. 2 to Registration Statement on Form F-4
Filed August 14, 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 August 31, 2023 (the “Comment Letter”), with respect to the above referenced Amendment No. 2 to Registration Statement on Form F-4 (the “Second Amended Registration Statement”). Concurrently with the submission of this letter, the Registrant is filing Amendment No. 3 to the Registration Statement (the “Third 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 Third Amended Registration Statement. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in the Third 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. 2 to Registration Statement on Form F-4 filed August 14, 2023
Prospectus Cover Page, page i
1. We reissue comment 1. Please provide prominent disclosure on the prospectus cover page 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. Please clearly disclose that the legal and operational risks associated with operating in China also apply to operations in Hong Kong.
Division of Corporation Finance
U.S. Securities and Exchange Commission
September 13, 2023
Response: In response to the Staff’s comment, the Registrant has revised the disclosure as requested on pages vii, 29-30, 35-36, 68-69, 81, and 173 of the Third Amended Registration Statement.
Frequently Used Terms, page 3
2. Please revise the definition of PRC or China as referring to the
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CORRESP
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filename1.htm
The
Flexi Group Holdings Ltd
Wisma
UOA Damansara II, Penthouse 16-1 Level 16, No. 6
Changkat
Semantan, Bukit Damansara
50490
Kuala Lumpur, Malaysia
September
13, 2023
VIA
EDGAR
Attention: Mr.
Paul
Cline
Mr.
Benjamin Holt
Re: The
Flexi
Group
Holdings
Ltd
Amendment
No. 2 to Registration Statement on Form F-4
Filed
August 14, 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 August 31, 2023 (the “Comment Letter”), with respect to the above referenced
Amendment No. 2 to Registration Statement on Form F-4 (the “Second Amended Registration Statement”).
Concurrently with the submission of this letter, the Registrant is filing Amendment No. 3 to the Registration Statement (the “Third
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 Third Amended Registration Statement. Capitalized
terms used but not otherwise defined herein shall have the meanings ascribed thereto in the Third 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. 2 to Registration Statement on Form F-4 filed August 14, 2023
Prospectus
Cover Page, page i
1. We
reissue
comment
1. Please
provide
prominent
disclosure
on the
prospectus
cover
page
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.
Please
clearly
disclose
that
the legal
and operational
risks
associated
with
operating
in China
also
apply
to operations
in Hong
Kong.
Division of Corporation Finance
U.S. Securities and Exchange Commission
September 13, 2023
Response: In response
to the Staff’s comment, the Registrant has revised the disclosure as requested on pages vii, 29-30, 35-36, 68-69, 81, and 173 of
the Third Amended Registration Statement.
Frequently
Used Terms, page 3
2. Please
revise
the definition
of PRC
or China
as referring
to the