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CORRESP
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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

December 15, 2023

VIA EDGAR

Attention:
Mr. Paul Cline

Mr. Benjamin Holt

    Re:
    The
    Flexi Group Holdings Ltd

Amendment No. 6 to Registration
Statement on Form F-4

Filed November 24, 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 December 1, 2023 (the “Comment Letter”), with respect to the above referenced Amendment No. 6 to
Registration Statement on Form F-4. Concurrently with the submission of this letter, the Registrant is filing Amendment No. 7 to
the Registration Statement (the “Seventh 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 Seventh Amended Registration Statement. Capitalized terms used but not otherwise defined herein shall have the meanings
ascribed thereto in the Seventh 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. 6 to Registration Statement on Form F-4 filed November
24, 2023

Material U.S. Federal Income Tax Consequences of the Business
Combination, page 261

    1.
    Please ensure that the tax opinion addresses and expresses a conclusion for each material tax consequence. In that regard, please tell us the basis for excluding from the opinion the potential United States federal income tax consequences of the business combination pursuant to Section 367 of the Code.

Response: In
response to the Staff’s comment, the Registrant has revised the disclosure
on page 176 of the Seventh Amended Registration Statement and has obtained a revised opinion, which has been filed as Exhibit 8.1 to the
Seventh Amended Registration Statement.

Division of Corporation Finance

U.S. Securities and Exchange Commission

December 15, 2023

Page 2

General

    2.
    When
    discussing dilution to TGVC public shareholders post business combination, such as on page 18, please clearly disclose the
    dilution that will occur immediately after the business combination due to the
    public offering on Form F-1.

Response: In response
to the Staff’s comment, the Registrant has revised the disclosure as requested on pages 19-20, 27 and 94 of the Seventh Amended
Registration Statement.

We respectfully request
the Staff’s assistance in completing the review of the Seventh 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)