TGVC SEC filings, in plain English
Everything TG Venture Acquisition Corp. has filed with the SEC that we hold — 40 filings, newest first, 2 with a plain-English summary of what changed and why it matters. Every row links to the primary document on EDGAR, so you can check the source rather than trust us.
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What changed: TG Venture Acquisition Corp. called a special meeting for February 8, 2024 at 11:00 a.m. Eastern Time by live audio webcast to approve the Business Combination Agreement dated December 5, 2022 with The Flexi Group Limited, and to amend the charter to eliminate the limitation barring redemptions that leave net tangible assets below $5,000,001. PubCo would issue 17,057,500 warrants and list on Nasdaq as FLXG and FLXGW. Based on shares outstanding as of December 29, 2023, TGVC holders are expected to hold approximately 0.2% of the outstanding PubCo Ordinary Shares. Why it matters: Approximately 0.2% of the combined company is effectively nothing — TGVC public holders would contribute their trust cash and receive a rounding error, which is what removing the $5,000,001 net tangible asset floor is designed to permit. TGVC ultimately liquidated, so the Flexi deal did not deliver even that. The redemption right, exercisable at this meeting, was the only outcome that returned real value to holders.
What changed vs 2023-10-12going concern APPEAREDmandate language changedgoing-concern doubt, mandate language, trust account +32 moved · 4 with no prior record of ours
- Going-concern doubt
- not statedstated
- Mandate language
- we are focusing our search on companies with favorable growt…focus our search on identifying a prospective target busines…
- Trust account
- not previously extracted$119.0M
- Sponsor loans outstanding
- not previously extracted$800K
- Redeemable shares
- not previously extracted1.34M
- Combination deadline
- 2024-05-05 · unchanged
SpacBrain reads this as the substantial-doubt sentence is in this filing and not in the previous one.
The clause …“period of time, and the date for mandatory liquidation and dissolution raises substantial doubt about TGVC’s ability to continue as a going concern through May 5, 2024 (or a later date approved by the TGVC Stockholders pursuant to the”…
The clause …“287,712 1,101,302 Prepaid expense – noncurrent — 138,423 Cash and investments held in Trust Account 118,956,557 117,307,730 TOTAL ASSETS $ 119,244,269 $ 118,547,455 LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY Current liabilities:”…
The clause …“for further use by TGVC. As of December 29, 2023, there is approximately $800,394 outstanding under the 2023 Promissory Note. Monthly Initial Extension Payments and Initial Extension Notes In order to induce TGVC Public”…
The clause “100,000,000 shares authorized, 57,500 shares issued and outstanding (excluding 1,335,696 and 11,500,000 shares subject to possible redemption) at September 30, 2023 and December 31, 2022, respectively 6 6 Class B common stock, $0.0001”…
The clause …“with the closing of the Company’s IPO. If the Company does not consummate a business combination by May 5, 2024, the Second Extension Notes will be repaid only from funds held outside of the Trust Account or will be forfeited,”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
- What changed vs 2023-08-14trust $14.3M → $14.6M +2%deadline 2023-11-05 → 2024-05-05
trust account, combination deadline, going-concern doubt +32 moved · 4 with no prior record of ours
- Trust account
- $14.3M$14.6M
- Combination deadline
- 2023-11-052024-05-05
- Going-concern doubt
- stated · unchanged
- Sponsor loans outstanding
- $228K · unchanged
- Mandate language
- we intend to focus our search for prospects within the space… · unchanged
- Redeemable shares
- 1.34M · unchanged
SpacBrain reads this as $347,701 was added to the trust between the two filings.
The clause …“42,500 140,692 Total Current Assets 318,629 287,712 Cash and investments held in Trust Account 14,632,141 118,956,557 TOTAL ASSETS $ 14,950,770 $ 119,244,269 LIABILITIES AND STOCKHOLDERS’ DEFICIT Current liabilities: Accounts”…
SpacBrain reads this as 182 days later than the previous record.
The clause …“to redeem 100% of the Public Shares if we are unable to complete the initial Business Combination by May 5, 2024; or (ii) with respect to any other provision relating to stockholders’ rights or pre-Business Combination activity; and”…
The clause …“period of time, and the date for mandatory liquidation and dissolution raises substantial doubt about the Company’s ability to continue as a going concern through December 5, 2023, the scheduled liquidation date of the Company if it”…
The clause …“note to be used for a portion of the expenses of the IPO. The Company had borrowed $ 227,690 under the promissory note. At December 31, 2021, the Company fully repaid the outstanding promissory note. On March 16, 2023, the Sponsor”…
The clause “100,000,000 shares authorized, 57,500 shares issued and outstanding (excluding 1,335,696 and 11,500,000 shares subject to possible redemption) at September 30, 2023 and December 31, 2022, respectively 6 6 Class B common stock, $ 0.0001”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: TG Venture Acquisition Corp. set a special meeting for October 27, 2023 at 10:00 a.m. Eastern, record date October 10, 2023, to extend the deadline from November 5, 2023 to December 5, 2023 and to allow further extensions without another vote, with a matching amendment to the November 2, 2021 trust agreement moving the trust liquidation date to May 5, 2024. Its December 5, 2022 combination agreement with The Flexi Group Limited of the British Virgin Islands conditions completion on NTA of not less than $5,000,001. Why it matters: The round lot holder warning is the unusual disclosure: redemptions do not just drain cash, they remove shareholders, and Nasdaq's continued listing standards require a minimum number of holders, so a heavy redemption can cost the listing outright before the Flexi deal ever closes. The $5,000,001 net tangible asset condition in the merger agreement compounds this, giving the target grounds not to close if the trust is emptied. Holders face a genuine coordination problem: individually rational redemption can destroy the deal that gives the remaining shares value.
What changed vs 2023-04-10deadline 2023-11-05 → 2024-05-05combination deadline, mandate language1 moved · 1 with no prior record of ours
- Combination deadline
- 2023-11-052024-05-05
- Mandate language
- not previously extractedwe are focusing our search on companies with favorable growt…
SpacBrain reads this as 182 days later than the previous record.
The clause …“Combination by May 5, 2024. We will then continue to work to consummate a Business Combination by May 5, 2024. Vote Required for Approval Approval of the Trust Amendment Proposal requires the affirmative vote (in person online or by”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
In plain English
Redemption deadlinethe last day to hand shares back for cash
Set by the filing that calls the meeting. Tender after it and the company is under no obligation to pay you the trust value.
Cash in trust / trust per sharethe cash the company is holding for each public share
Filed quarterly in the 10-Q's XBRL. It earns interest between filings, so the figure on a given day is slightly higher than the last filed one — where we show that we label it an estimate.
Accession numberthe SEC's unique id for one filing
Every figure on this page carries the accession of the filing that states it, so you can open the primary document rather than trust us.