Statement of Beneficial Ownership (sc 13d)
2022年2月15日 - 8:34PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
TG Venture Acquisition Corp.
(Name of Issuer)
Class A Common Stock, par value $0.0001 per
share
(Title of Class of Securities)
87251T109
(CUSIP Number)
Dragon Active Limited
Flat 11B, Blk 1, Robinson Heights
8 Robinson Road, Mid-Levels
Central, Hong Kong
+852 93805528
(Name, Address and Telephone
Number of Person Authorized to Receive Notices and Communications)
November 8, 2021
(Date of Event Which Requires Filing of this
Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 3d-1(f)
or 13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to
be sent.
*
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The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
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The information required on the remainder of this cover shall not
be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
SCHEDULE 13D
CUSIP No. 87251T109
1
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Name of reporting persons
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Dragon Active Limited (“Dragon”)
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2
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Check the appropriate box if a member of a group*
(a) ☐
(b) ☐
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3
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SEC use only
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4
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Source of funds*
WC
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5
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Check box if disclosure of legal proceedings is required pursuant
to Item 2(d) or 2(e)
☐
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6
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Citizenship or place of organization
Hong Kong
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Number of
shares
beneficially
owned by
each
reporting
person
with
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7
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Sole voting power
788,333 (1)
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8
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Shared voting power
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9
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Sole dispositive voting power
788,333 (1)
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10
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Shared dispositive power
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11
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Aggregate amount beneficially owned by each reporting person
788,333 (1)
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12
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Check box if the aggregate amount in row (11) excludes certain shares*
☐
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13
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Percent of class represented by amount in row (11)
5.46%
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14
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Type of reporting person*
CO
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(1)
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Representing 788,333 shares of Class B common stock, par value $0.0001 per share (“Common B Common Stock”), automatically convertible into shares of Class A common stock, par value $0.0001 per share (“Class A Common Stock”) on one-for-one basis, subject to certain adjustments, upon the consummation of an initial business combination of the Issuer.
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1
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Name of reporting persons
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Chak Kwan Kelvin Liu
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2
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Check the appropriate box if a member of a group*
(a) ☐
(b) ☐
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3
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SEC use only
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4
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Source of funds*
(1)
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5
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Check box if disclosure of legal proceedings is required pursuant
to Item 2(d) or 2(e)
☐
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6
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Citizenship or place of organization
Hong Kong
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Number of
shares
beneficially
owned by
each
reporting
person
with
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7
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Sole voting power
788,333 (2)
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8
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Shared voting power
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9
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Sole dispositive voting power
788,333(2)
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10
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Shared dispositive power
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11
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Aggregate amount beneficially owned by each reporting person
788,333 (2)
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12
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Check box if the aggregate amount in row (11) excludes certain shares*
☐
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13
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Percent of class represented by amount in row (11)
5.46%
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14
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Type of reporting person*
IN
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(2)
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Chak Kwan Kelvin Liu has voting and dispositive control over the securities held by Dragon.
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Item 1. Security and Issuer.
Securities
acquired: Class B Common Stock, $0.0001 par value (“Class B Common Stock”), convertible into Class A
common stock, $0.0001 par value (“Class A Common Stock”).
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Issuer:
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TG Venture
Acquisition Corp. (the “Issuer”)
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1390
Market Street, Suite 200, San Francisco, California 94102
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Item 2. Identity and Background.
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(a)
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This statement is filed by Dragon Active Limited, a Hong Kong corporation
(“Dragon”) and Chak Kwan Kelvin Liu (“Liu,” with Dragon, the
“Reporting Persons”). The Reporting Persons are the holder of record of approximately 5.46% of the Issuer’s
outstanding Common Stock based on the number of common stock outstanding as of November 5, 2021 (including Class A Common Stock
and Class B Common Stock on as converted basis).
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(b)
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The principal business address of Dragon is Flat 11B, Blk 1, Robinson
Heights, 8 Robinson Road, Mid-Levels, Central, Hong Kong and the principal business address of Kelvin
Liu is Flat 11B, Blk 1, Robinson Heights, 8 Robinson Road, Mid-Levels, Central, Hong Kong.
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(c)
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Dragon is primarily involved in investment and Liu is the manager
of Tsang Group.
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(d)
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During the past five years, none of the Reporting Persons or to the knowledge of the
Reporting Persons, the persons identified in this Item 2, has been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors).
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(e)
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During the past five years, none of the Reporting Persons or to the knowledge of the
Reporting Persons, the persons identified in this Item 2, has been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such proceeding was the subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal and state securities laws of findings any violation
with respect to such laws.
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(f)
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Dragon is a company incorporated in Hong Kong.
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Citizenship of Liu:
Hong Kong.
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Item 3. Source and Amount of Funds or Other Consideration.
The information set forth in Items 4 and 5 of this Schedule 13D
are hereby incorporated by reference into this Item 3.
Item 4. Purpose of Transaction.
On March 22, 2021, Dragon
purchased 788,333 shares of the Issuer’s Class B Common Stock for an aggregate purchase price of $7,095.00 pursuant to a
securities subscription agreement.
Depending on prevailing
market, economic and other conditions, the Reporting Persons may from time to time acquire additional shares of Common Stock or
engage in discussions with the Issuer concerning future acquisitions of shares of its capital stock. Such acquisitions may
be made by means of open-market purchases, privately negotiated transactions, direct acquisitions from the Issuer or otherwise.
Except as set forth in
this Item 4, none of the Reporting Persons has any plans or proposals that relate to or would result in: (a) the acquisition by
any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) an extraordinary corporate
transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer
of a material amount of assets of the Issuer or any of its subsidiaries; (d) any change in the present Board or management of the
Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the Board;
(e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer’s
business or corporate structure, including but not limited to, if the issuer is a registered closed-end investment company; (g)
changes in the Issuer’s charter, by-laws or instruments corresponding thereto or other actions which may impede the acquisition
of control of the Issuer by any person; (h) causing a class of securities of the Issuer to be delisted from a national securities
exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;
(i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of
the Exchange Act; or (j) any action similar to any of those enumerated above.
The Reporting Persons may,
at any time and from time to time, formulate other purposes, plans or proposals regarding the Issuer, or any other actions that
could involve one or more of the types of transactions or have one or more of the results described in clauses (a) through (j)
of Item 4 of Schedule 13D.
Item
5. Interest in Securities of the Issuer
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(a)
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The aggregate number and percentage of common stock beneficially
or directly owned by the Reporting Persons is based upon a total of 14,446,649 shares of common stock outstanding as of November
5, 2021(including Class A Common Stock and Class B Common Stock on as converted basis) upon the closing of the initial public offering
of the Issuer and full exercise of over-allotment option. The Reporting Persons beneficially own 788,333 shares of Class B Common
Stock, representing approximately 5.46% issued and outstanding shares of common stock (including Class A Common Stock and Class
B Common Stock on as converted basis).
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(b)
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The beneficial ownership of the Reporting Persons is 788,333 shares
of Class B Common Stock, representing approximately 5.46% issued and outstanding shares of common stock.
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(c)
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Other than as described herein, the Reporting Persons have not effected any transactions
in the Common Stock during the 60 days preceding the date of this report.
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Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
The information set forth in Items 4 of this Schedule 13D are hereby
incorporated by reference into this Item 6.
SCHEDULE 13D
CUSIP No. 87251T109
Item 7. Materials to be Filed as Exhibits.
SCHEDULE 13D
CUSIP No. 87251T109
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief,
we certify that the information set forth in this statement is true, complete and correct.
Date: November 5, 2021
Dragon Active Limited
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By:
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/s/ Chak Kwan Kelvin Liu
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Name:
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Chak Kwan Kelvin Liu
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Title:
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Director
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Chak Kwan Kelvin Liu
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/s/ Chak Kwan Kelvin Liu
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*
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The Reporting Person disclaims beneficial ownership of the Common Stock except to the extent of his/her pecuniary interest therein.
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TG Venture Acquisition (NASDAQ:TGVC)
過去 株価チャート
から 8 2024 まで 9 2024
TG Venture Acquisition (NASDAQ:TGVC)
過去 株価チャート
から 9 2023 まで 9 2024