Item 1.01. Entry into a Material Definitive Agreement
On April 30, 2023, TG Venture Acquisition Corp. (the "Company"), and Tsangs
Group Holdings Limited (the "Sponsor"), the Company's sponsor, entered into an
agreement (the "Non-Redemption Agreement") with Bulldog Investors, LLP
("Bulldog") and Phillip Goldstein ("Goldstein" and, together with Bulldog, the
"Investors") in exchange for the Investors agreeing not to redeem shares of the
Company's Class A common stock sold in the Company's initial public offering
(the "Public Shares") at the Company's special meeting of stockholders (the
"Special Meeting") at which proposals to approve an extension of time for the
Company to consummate an initial business combination (the "Extension
Proposals") from May 5, 2023 to November 5, 2023 (the "Extension") have been
submitted to the stockholders. The Non-Redemption Agreement provides for, among
other things, the Sponsor to pay approximately $105,000 to the Investors in
exchange for the Investors agreeing to hold and not redeem certain Public Shares
at the Special Meeting.
The Non-Redemption Agreement shall terminate on the earlier of (a) the failure
of the Company's stockholders to approve the Extension at the Special Meeting,
(b) the fulfillment of all obligations of parties to
the Non-Redemption Agreement, (c) the liquidation or dissolution of the Company,
(d) the mutual written agreement of the parties, or (e) if the investor
exercises its redemption rights with respect to any of the Public Shares subject
to the Non-Redemption Agreement.
Additionally, pursuant to the Non-Redemption Agreement, the Company has agreed
that until the earlier of (a) the consummation of the Company's initial business
combination; (b) the liquidation of the trust account; and (c) 24 months from
consummation of the Company's initial public offering, the Company will maintain
the investment of funds held in the trust account in interest-bearing United
States government securities within the meaning of Section 2(a)(16) of the
Investment Company Act of 1940, as amended (the "Investment Company Act"),
having a maturity of 185 days or less, or in money market funds meeting the
conditions of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of
Rule 2a-7 promulgated under the Investment Company Act, which invest only in
direct U.S. government treasury obligations. The Company has also agreed that it
will not use any amounts in the trust account, or the interest earned thereon,
to pay any excise tax that may be imposed on the Company pursuant to the
Inflation Reduction Act (IRA) of 2022 (H.R. 5376) (the "Inflation Reduction
Act") due to any redemptions of public shares at the Special Meeting, including
in connection with a liquidation of the Company if it does not effect a business
combination prior to its termination date by the Company.
The Non-Redemption Agreement is not expected to increase the likelihood that the
Extension Proposals are approved by stockholders but will increase the amount of
funds that remain in the Company's trust account following the Special Meeting.
In connection with the Non-Redemption Agreement, the Company amended its
advisory agreement with ThinkEquity LLC and agreed to pay ThinkEquity LLC an
advisory fee of $50,000.
Also in connection with the Non-Redemption Agreement, a director of the Company
agreed to provide a loan to the Sponsor in the principal amount of approximately
$105,000.
The foregoing summary of the Non-Redemption Agreement does not purport to be
complete and is qualified in its entirety by reference to the
Non-Redemption Agreement attached hereto as Exhibit 10.1 and incorporated
herein by reference.
Participants in the Solicitation
The Company and its directors and executive officers and other persons may be
deemed to be participants in the solicitation of proxies from the Company's
stockholders in respect of the Special Meeting, the Extension Proposals and
related matters. Information regarding the Company's directors and executive
officers is available in the Company's annual report on Form 10-K for the year
ended December 31, 2022, filed with the SEC on March 29, 2023. Additional
information regarding the participants in the proxy solicitation and a
description of their direct and indirect interests are contained in the
Company's definitive proxy statement (the "Proxy Statement") in connection with
the Special Meeting filed with the U.S. Securities and Exchange Commission on
April 10, 2023.
Non-Solicitation
This communication shall not constitute an offer to sell or the solicitation of
an offer to buy any securities, nor shall there be any sale of securities in any
jurisdiction in which the offer, solicitation or sale would be unlawful prior to
the registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities Act of 1933,
as amended.
Additional Information
The Company has filed the Proxy Statement with the SEC in connection with the
Special Meeting to consider and vote upon the Extension Proposals and other
matters and, beginning on or about April 12, 2023, mailed the Proxy Statement
and other relevant documents to its stockholders as of the April 3, 2023 record
date for the Special Meeting. The Company's stockholders and other interested
persons are advised to read the Proxy Statement and any other relevant documents
that have been or will be filed with the SEC in connection with the Company's
solicitation of proxies for the Special Meeting because these documents contain
important information about the Company, the Extension Proposals and related
matters. Stockholders may also obtain a free copy of the Proxy Statement, as
well as other relevant documents that have been or will be filed with the SEC,
without charge, at the SEC's website located at www.sec.gov or by directing a
request to: TG Venture Acquisition Corp., 1390 Market Street, Suite 200, San
Francisco, CA 94102 or to: Okapi Partners LLC, Attention: Chuck Garske /
Christian Jacques, (212) 297-0720, or info@okapipartners.com.
Forward-Looking Statements
This Current Report on Form 8-K (this "Form 8-K") includes "forward-looking
statements" within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended.
Statements regarding the Company's investment of the trust account funds and
agreement not to use the funds in the trust account for payment of any excise
tax that may be imposed on the Company pursuant to the Inflation Reduction Act
due to any redemptions of Public Shares at the Special Meeting and related
matters, as well as all other statements other than statements of historical
fact included in this Form 8-K are forward-looking statements. When used in this
Form 8-K, words such as "anticipate," "believe," "continue," "could,"
"estimate," "expect," "intend," "may," "might," "plan," "possible," "potential,"
"predict," "project," "should," "would" and similar expressions, as they relate
to the Company or its management team, identify forward-looking statements. Such
forward-looking statements are based on the beliefs of management, as well as
assumptions made by, and information currently available to, the Company's
management. Actual results could differ materially from those contemplated by
the forward-looking statements as a result of certain factors detailed in the
Company's filings with the SEC. All subsequent written or oral forward-looking
statements attributable to the Company or persons acting on its behalf are
qualified in their entirety by this paragraph. Forward-looking statements are
subject to numerous conditions many of which are beyond the control of the
Company, including those set forth in the "Risk Factors" section of the
Company's Annual Report on Form 10-K, subsequent quarterly reports
on Form 10-Q and initial public offering prospectus. The Company undertakes no
obligation to update these statements for revisions or changes after the date of
this release, except as required by law.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
10.1 Non-Redemption Agreement, dated as of April 30, 2023, by and among
TG Venture Acquisition Corp., Tsangs Group Holdings Limited, Bulldog
Investors, LLP and Phillip Goldstein.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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