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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

September 29,
2023

VIA EDGAR

 Attention: Mr. Paul Cline

Mr. Benjamin Holt

 Re: The Flexi Group Holdings Ltd

Amendment No.
3 to Registration Statement on Form F-4

Filed September
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 September 21, 2023 (the “Comment Letter”), with respect to the above referenced Amendment No. 3
to Registration Statement on Form F-4 (the “Third Amended Registration Statement”). Concurrently with
the submission of this letter, the Registrant is filing Amendment No. 4 to the Registration Statement (the “Fourth
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 Fourth Amended Registration Statement. Capitalized
terms used but not otherwise defined herein shall have the meanings ascribed thereto in the Fourth 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. 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 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.

Division
of Corporation Finance

U.S. Securities and Exchange Commission

September 29, 2023

Page 2

Response: In response to the Staff’s comment, the Registrant has revised the disclosure
as requested starting on page 154 of the Fourth Amended Registration Statement.

 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.

Response:
In response to the Staff’s comment, the Registrant has revised the disclosure as requested on page 151 of the Fourth
Amended Registration Statement.

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.

Response:
As outlined in detail in the Form F-4 and the opinion submitted by DLA Piper
LLP (US) (“DLA”), counsel is able to provide a “will” opinion that the Business Combination will
satisfy the statutory requirements of Code Section 351(a) because: (i) the TGVC Stockholders and the Flexi Shareholders (together, the
“transferors”) will contribute property to PubCo; (ii) the transferors will receive solely shares of PubCo in
exchange for such transfer; (iii) the transferors will satisfy the 80% control test contained in Code Section 368(c) immediately after
the transfer; (iv) PubCo will not be an investment company at the time of the transfer; (v) neither the transferors nor PubCo will be
under the jurisdiction of a court in a title 11 or similar case (within the meaning of Code Section 368(a)(3)(A)) at the time of the transfer;
and (vi) the Business Combination has a valid non-tax business purpose.

We recognize that the April 1,
1992 Proposed Treasury Regulations on PFICs contain certain provisions that could potentially impact treatment of a Code Section 351
contribution; however, Prop. Treas. Reg. § 1.1291-6 should not result in recognition to the TGVC transferors because such transferors
are not directly or indirectly transferring an interest in a “section 1291 fund.”

DLA’s opinion and the disclosure are with respect to TGVC Stockholders; however,
we further note that if Flexi were a PFIC, its status as a PFIC would have no impact on qualification of a Code Section 351 transaction
under currently binding law. We note that provisions pertaining to nonrecognition transactions in the Proposed Treasury Regulations have
not been finalized in the 31 years following initial release. As a threshold matter, Proposed Treasury Regulations do not have the force
and effect of law. Accordingly, these Proposed Treasury Regulations will have no impact on the qualification of the Business Combination
as a tax-free contribution under Code Section 351(a).

Division of Corporation Finance

U.S. Securities and Exchange Commission

September 29, 2023

Page 3

We respectfully request
the Staff’s assistance in completing the review of the Fourth Amended Registration Statement as soon as possible. Please
contact Christopher Haunschild of Lucosky Brookman LLP at (212) 417-8160 with any questions or further comments regarding the responses
to the Staff’s comments.

    Sincerely,

    THE
FLEXI GROUP HOLDINGS LTD

    By:
     /s/ Christopher I. Edwards

    Name:
    Christopher I. Edwards

    Title:
    Chief Executive Officer

cc:	          Christopher
I. Edwards, The Flexi Group Holdings Ltd

Christopher Haunschild,
Lucosky Brookman LLP

Penny Somer-Greif, Lucosky
Brookman LLP

Kevin E. Criddle, DLA Piper
LLP (US)

Penny J. Minna, DLA Piper
LLP (US)