TG Venture Acquisition Corp. *
The below-announced combination was terminated on 2/28/24. It will remain on the page for reference purposes only. Once a new combination is announced it will be added to the top of the page.
PROPOSED BUSINESS COMBINATION: The Flexi Group Holdings Ltd.
ENTERPRISE VALUE: $205 million
ANTICIPATED SYMBOL: FLXG
TG Venture Acquisition Corp. proposes to combine with The Flexi Group Holdings Ltd., the largest flexible workspace operators in Asia.
- Unified in 2022 following a merger of three leading brands, The Flexi Group has a combined 25 years of experience designing, building and operating flexible workspaces in Asia and Australia.
- They are one of the region’s largest flexible workspace operators with 45 locations in 12 cities and 9 countries including Australia, Singapore, Malaysia, Hong Kong, Thailand, Philippines, Taiwan, Vietnam and Japan.
- The Flexi Group takes an asset-light approach to its real estate ventures, partnering with landlords on joint ventures instead of leasing office space and taking on potentially significant financial obligations under rental agreements.
- By partnering with The Flexi Group, landlords can offer increased flexibility to tenants, as well as improve greater building engagement by offering them access to events, agile work solutions and bookable meeting and event spaces.
- The Flexi Group’s multi-brand for a multi-demographic approach is unusual in the industry and creates the opportunity to partner with landlords across a variety of asset classes with differentiated pricing, building, location, and office size preferences, thus allowing each brand to grow strategically across the globe.
- Following the business combination, The Flexi Group plans to embark on a consolidation strategy across APAC into North America, UAE and Europe.
EXTENSION – 11/2/23 – LINK
- The SPAC approved the extension from November 5, 2023 to up to May 5, 2024.
- 467,026 shares were redeemed for approximately $11.04
- No contribution will be made into the trust account.
SUBSEQUENT EVENT – 10/27/23 – LINK
- The SPAC entered into a non-redemption agreement with Bulldog Investors and Phillip Goldstein in exchange for them agreeing not to redeem shares at the extension meeting.
- The Sponsor will pay $369,002 to the non-redeeming shareholders to not redeem.
- In connection with the Non-Redemption Agreement, the Company paid ThinkEquity LLC an advisory fee of $40,000.
EXTENSION – 5/10/23 – LINK
- The SPAC approved the extension from May 5, 2023 to November 5, 2023.
- Redemptions were not disclosed.
- The lesser of $0.04/share and $100K per month will be deposited into the trust account.
SUBSEQUENT EVENT – 5/1/23 – LINK
- The SPAC entered into a non-redemption agreement with Bulldog Investors and Phillip Goldstein in exchange for them agreeing not to redeem shares at the extension meeting.
- The Sponsor will pay $105K to the non-redeeming shareholders to not redeem.
- The investors will purchase up to 500K shares
TRANSACTION
- The definitive business combination agreement reflects an implied pro forma enterprise value of $205 million.
- Marshall & Stevens Transaction Advisory Services LLC rendered an independent fairness opinion as to the fairness of the consideration from a financial point of view.
- The transaction, which has been unanimously approved by the Boards of Directors of The Flexi Group and TGVC, is subject to approval by TGVC’s and The Flexi Group’s shareholders. Completion of the transaction is also subject to customary closing conditions, including that TGVC hold net tangible assets of at least $5,000,001 immediately prior to closing, net of redemptions and liabilities (including TGVC’s transaction expenses).
SPAC FUNDING
- There is no additional funding for this transaction
LOCK-UP
- Company and Sponsor
- Six months from the Closing date or when the share trades equal to or above $12.00 for 20/30 trading days at least 150 days from the Closing Date
EARNOUT
- Flexi shareholders as of the Initial Merger will have the right to receive up to an aggregate of 2,900,000 additional PubCo Ordinary Shares based on PubCo revenue targets achieved during the first two full fiscal years following the closing.
NOTABLE CONDITIONS TO CLOSING
- TGVC must also hold net tangible assets of at least $5,000,001 immediately prior to Closing, net of Redemptions and liabilities (including TGVC’s transaction expenses).
NOTABLE CONDITIONS TO TERMINATION
- If the Closing has not occurred on or before May 5, 2023
- By TGVC if the requisite Company Audited Financial Statements and PCAOB-compliant unaudited financials of Flexi for the first, second and third quarters of 2022 (to the extent required in accordance with the Business Combination Agreement) have not been delivered by January 4, 2023, with respect to the first and second quarters, and January 16, 2023, with respect to the third quarter
ADVISORS
- ARC Group Limited is serving as exclusive financial advisor to The Flexi Group.
- Lucosky Brookman LLP is serving as legal counsel to The Flexi Group.
- Conyers Dill & Pearman is serving as legal counsel to The Flexi Group.
- TriPoint Capital Management, LLC is serving as advisor to TGVC.
- Marshall & Stevens Transaction Advisory Services LLC is serving as financial advisor to TGVC.
- DLA Piper LLP (US) is serving as legal counsel to TGVC.
- Ogier LLP is serving as legal counsel to TGVC.
MANAGEMENT & BOARD
Executive Officers
Pui Lan Patrick Tsang, 45
Chief Executive Officer. Director and Chairman
Since 2016, Mr. Tsang has served as the Chairman of Tsangs Group Holdings Limited, or our sponsor, a fourth-generation innovation focused Single-Family Office bridging east to west. Born and raised in the United Kingdom, Mr. Tsang has a robust global network as a seasoned investor. He has worked on multiple IPOs and M&A transactions globally and has successfully made investments in Asia, North America, and Europe. Mr. Tsang is the Trade Commissioner of Grenada in Macau, to promote international business and investment. A graduate from the College of Law in England, Mr. Tsang is a qualified solicitor in England, and Wales and Hong Kong. As a philanthropic advocate, he is a Fellow of The Duke of Edinburgh’s International Award World Fellowship and past President of the Rotary E-Club of Hong Kong. He is also an international keynote speaker on finance, technology, fintech, blockchain, AI, and leadership. Mr. Tsang is also an independent director of Model Performance Acquisition Corp. (“Model”), another SPAC that trades on Nasdaq, but has yet to consummate its business.
Philip Rettger, 63
Chief Financial Officer and Director
Mr. Rettger has been an entrepreneur and corporate executive in energy and finance activities for more than 40 years. In recent years, Mr. Rettger has set up cryptocurrency mining operations at multiple locations and he has been an operating manager of PUF Mining, LLC since 2019. In 2005, he co-founded OptiSolar, Inc., an international developer of utility-scale solar photovoltaic projects, the bulk of whose assets were acquired by First Solar, Inc. in 2010. From 1985 through 2005, Mr. Rettger was active in the invention and development of new technologies and projects in waste energy recovery and heavy oil processing with Oxford Energy, Inc., Ormat Process Technologies, Inc. and OPTI Canada, Inc., resulting in the finance (including initial public offerings and private placements) and construction of several billion dollars of energy projects. Mr. Rettger has also been responsible for the development and finance of multiple hydroelectric projects with Essex Hydro Associates (1979-1982) and Sheep Creek Hydro, Inc. (1983-present), for which he has served as an executive since 2015. Several of the companies in which Mr. Rettger was a co-founder are no longer operating, as a result of technology or market issues. Mr. Rettger received a Bachelor of Science in Economics from the Massachusetts Institute of Technology and an MBA from the Harvard Business School. He is the inventor or co-inventor of over 15 US Patents in his fields of experience, including energy production and space-based data farming.
Board of Directors
Jason Cheng Yuen Ma*, 41
Director Nominee
Jason Cheng Yuen Ma is a media executive, artist, investor and serial entrepreneur leveraging 20+ years of driving strategic thinking and operational execution in Asia and the US. He is a strategic advisor & financier of popular social music video app Triller (2019-present), co-founded premium production studio Stampede Ventures (2017-present), digital music label 88rising (2015-2017), ZASH Global Media(2020-present) a publicly Nasdaq traded media & technology conglomerate and east-west brand strategy & investment firm East West Ventures (2019-present). Mr. Ma is a Senior Advisor to Tencent Music Entertainment & KKBox fund KKFarm and a Network Partner for consumer tech fund GoodWater Capital (2016-present). He is also a senior advisor to private equity funds advised by Courage Capital Management, LLC (2019-present) that invests in catalogs of music rights. In addition, Mr. Ma is a Senior Advisor to Wise Road Capital (2020-present), a global Private Equity investment company, focusing on semiconductor industry and other emerging high-tech industries. Mr. Ma is considered one of the leading financiers to companies, institutions, and individuals investing in Asian media, entertainment, and technology. His investments include Musical.ly (TikTok), Grab, Coinbase, Triller, Slock.it, Brain, CAA Caravan, Oursong, Kind Heaven, NanoTech Energy, XiaoPeng, & MAUM (2 Star Michelin). Mr. Ma received his Bachelor degree in global leadership and intercultural studies from William Jessup University and a Masters degree from Fuller Theological Seminary.
Komal Ahmad*, 31
Director Nominee
Komal Ahmad is the Founder of Copia, a for-profit surplus food waste management company that she launched in 2015. Copia’s advanced and proprietary technology reduces food waste and hunger across North America. Ms. Ahmad is well recognized as an award-winning changemaker, humanitarian, and entrepreneur. She is the University of California’s Global Food Changemaker and was chosen as the 2016 Social Entrepreneur of the Year and as a 2017 MIT SOLVER. Ms. Ahmad has been named to the coveted Forbes 30 Under 30 twice, has been featured as one of the Most Powerful Women in the World by Entrepreneur Magazine, recognized as one of the Most Powerful & Impactful People in Business by Marie Claire, highlighted as one of the Most Creative People in Business by Fast Company, listed among the Top 50 Most Badass Women in the World by InStyle, and selected as a Toyota Mother of Invention. Ms. Ahmad was also honored with the prestigious Nelson Mandela Humanitarian Award. Ms. Ahmad graduated in 2016 with a Bachelor of Arts from UC Berkeley with majors in International Health & Development and Global Poverty and Practice.
Michael Alexander*, 56
Director Nominee
Michael Alexander has held a 34-year career in investment banking based in Brisbane, Sydney, New York and Hong Kong. His working career started at Wilsons in Brisbane and Ord Minnett Securities in Sydney and New York. Upon moving to Hong Kong, Mr. Alexander joined JP Morgan before moving to Deutsche Bank, CLSA and Jefferies. From August 2010 through June 2018, he served as the CEO of Jefferies in Asia. Post retiring from investment banking, he spent 12 months as an advisor to the Jefferies group. He was also a seed investor in Block.one which had revenue of US $4 billion in its first year of operation as a blockchain based software company; from January 2018 to April 2020, he served as the CEO of the $1 billion EOS VC Fund of Block.one and until April 2021 had been serving as a senior advisor to Block.One. Mr. Alexander is also a property developer in Japan having built two chalets in the Annupuri ski fields of Niseko. He is in the process of developing a 20-luxury apartment complex on a two-acre block near the Niseko village ski field. He received a Bachelor of Economics and Bachelor of Commerce from Queensland University.