Correspondence 0001731122-23-002189 from Flexi Group Holdings Ltd (CIK 0001965044)
Flexi Group Holdings Ltd (CIK 0001965044)
Date: Nov. 22, 2023 · CIK: 0001965044 · Accession: 0001731122-23-002189
AI Filing Summary & Sentiment
File numbers found in text: 333-269739
Referenced dates: November 9, 2023
Letter
The Flexi Group Holdings Ltd
Wisma UOA Damansara II, Penthouse 16-1 Level 16, No. 6
Changkat Semantan, Bukit Damansara
50490 Kuala Lumpur, Malaysia
November 22, 2023
VIA EDGAR
Attention: Mr. Paul Cline
Mr. Benjamin Holt
Re: The Flexi Group Holdings Ltd
Amendment No. 5 to Registration Statement on Form F-4
Filed October 27, 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 November 9, 2023 (the “Comment Letter”), with respect to the above referenced Amendment No. 5 to Registration Statement on Form F-4. Concurrently with the submission of this letter, the Registrant is filing Amendment No. 6 to the Registration Statement (the “Sixth 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 Sixth Amended Registration Statement. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in the Sixth 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. 5 to Registration Statement on Form F-4 filed October 27, 2023
Variation Between Projected and Actual Results, page 163
1. Please revise to update your discussion of variances between projected and actual results for Flexi’s results of operations for the six months ended June 30, 2023 or, to the extent available, Flexi’s results of operations for the nine months ended September 30, 2023. In this regard, we note that through June 30, 2023 Flexi appears to have achieved only approximately 29% of its revenue goal for the fiscal year ended December 31, 2023. We also note your statement on page 165 that Flexi expects it will have a more concrete understanding of the potential impact market conditions will have on the projections by the end of the third quarter of 2023.
Response: In response to the Staff’s comment, the Registrant has revised the disclosure as requested starting on page 156 of the Sixth Amended Registration Statement. The discussion of variances between projected and actual results for Flexi’s results of operations is presented for the six months ended June 30, 2023, which is the latest period of financial statements of the Registrant presented in the Sixth Amended Registration Statement.
Division of Corporation Finance
U.S. Securities and Exchange Commission
November 22, 2023
Page 2
Material Tax Considerations, page 247
2. Please revise to reconcile your statements regarding the tax consequences of the business combination on pages 21-22 with your statements in this section. More specifically, we note that on page 21 you state that U.S. Holders generally will not recognize gain or loss for U.S. federal income tax purposes with respect to the receipt of PubCo Ordinary Shares in exchange for such U.S. Holder’s TGVC Class A Common Stock. However, on page 255 you state that a U.S. Holder that receives PubCo Ordinary Shares in exchange for TGVC Class A Common Stock and whose TGVC Public Warrants automatically convert into PubCo Warrants should recognize gain.
Response: In response to the Staff’s comment, the Registrant has revised the disclosure as requested on pages 176, 261 and 262 of the Sixth Amended Registration Statement.
We respectfully request the Staff’s assistance in completing the review of the Sixth 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
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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
November 22, 2023
VIA EDGAR
Attention:
Mr. Paul Cline
Mr. Benjamin Holt
Re:
The Flexi Group Holdings Ltd
Amendment No. 5 to Registration Statement on Form F-4
Filed October 27, 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 November 9, 2023 (the “Comment Letter”), with respect to the above referenced Amendment No. 5 to
Registration Statement on Form F-4. Concurrently with the submission of this letter, the Registrant is filing Amendment No. 6 to
the Registration Statement (the “Sixth 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 Sixth Amended Registration Statement. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed
thereto in the Sixth 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. 5 to Registration Statement on Form F-4 filed October
27, 2023
Variation Between Projected and Actual Results, page 163
1.
Please revise to update your discussion of variances between projected and actual results for Flexi’s results of operations for the six months ended June 30, 2023 or, to the extent available, Flexi’s results of operations for the nine months ended September 30, 2023. In this regard, we note that through June 30, 2023 Flexi appears to have achieved only approximately 29% of its revenue goal for the fiscal year ended December 31, 2023. We also note your statement on page 165 that Flexi expects it will have a more concrete understanding of the potential impact market conditions will have on the projections by the end of the third quarter of 2023.
Response: In
response to the Staff’s comment, the Registrant has revised the disclosure as requested starting on page 156 of the Sixth
Amended Registration Statement. The discussion of variances between projected and actual results for Flexi’s results of operations
is presented for the six months ended June 30, 2023, which is the latest period of financial statements of the Registrant presented
in the Sixth Amended Registration Statement.
Division of Corporation
Finance
U.S. Securities and Exchange Commission
November 22, 2023
Page 2
Material Tax Considerations, page 247
2.
Please revise to reconcile your statements regarding the tax consequences of the business combination on pages 21-22 with your statements in this section. More specifically, we note that on page 21 you state that U.S. Holders generally will not recognize gain or loss for U.S. federal income tax purposes with respect to the receipt of PubCo Ordinary Shares in exchange for such U.S. Holder’s TGVC Class A Common Stock. However, on page 255 you state that a U.S. Holder that receives PubCo Ordinary Shares in exchange for TGVC Class A Common Stock and whose TGVC Public Warrants automatically convert into PubCo Warrants should recognize gain.
Response: In response
to the Staff’s comment, the Registrant has revised the disclosure as requested on pages 176, 261 and 262 of the Sixth Amended
Registration Statement.
We respectfully request
the Staff’s assistance in completing the review of the Sixth 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)