UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14A
________________
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant |
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Filed by a party other than the Registrant |
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Check the appropriate box:
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material under §240.14a-12 |
TG Venture Acquisition Corp.
(Name of Registrant as Specified In Its Charter)
________________________________________________________________
(Name of Person(s) Filing Proxy Statement,
if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
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No fee required. |
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Fee paid previously with preliminary materials. |
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT
REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): February
7, 2024 (February 7, 2024)
TG Venture Acquisition Corp.
(Exact name of registrant as specified in its charter)
Delaware |
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001-41000 |
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86-1985947 |
(State or Other Jurisdiction
of Incorporation) |
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(Commission File Number) |
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(I.R.S. Employer
Identification Number) |
1390 Market Street, Suite 200
San Francisco, CA 94102
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area
code: (628) 251-1369
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☒ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of
the Act:
Title of Each Class |
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Trading Symbols |
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Name of Each Exchange on Which Registered |
Units, each consisting of one share of Class A Common Stock and one Redeemable Warrant |
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TGVC.U |
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Nasdaq Global Market |
Class A Common Stock, par value $0.0001 per share |
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TGVC |
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Nasdaq Global Market |
Warrants, each exercisable for one share Class A Common Stock for $11.50 per share |
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TGVC.W |
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Nasdaq Global Market |
Indicate by check mark whether the registrant is an
emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark
if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01. Other Events
On February 7, 2024, TG Venture Acquisition Corp., a Delaware corporation
(the “Company”), issued a press release announcing that the date and time of its special meeting of stockholders
(the “Special Meeting”) will be moved from its original time of 11:00 a.m. Eastern Time on February 8, 2024
to 11:00 a.m. Eastern Time on February 22, 2024. The estimated redemption price per share is expected to be approximately $11.17 at the
time of the Special Meeting, an increase from the $11.12 originally reported 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 (“SEC”) on January 9, 2024. The closing price of the Company’s common stock on
February 6, 2024 was $10.94.
Stockholders who have previously submitted their proxies
or otherwise voted and who do not want to change their vote need not take any action. Stockholders as of the record date can vote, even
if they have subsequently sold their shares. Any stockholders who wish to change their vote and need assistance should contact Okapi Partners
LLC at (212) 297-0720, or info@okapipartners.com. The deadline for holders of the Company’s common stock issued in its initial public
offering (the “Public Shares”) to submit their Public Shares for redemption in connection with the Business
Combination Proposal and the Charter Limitation Proposal (collectively, the “Proposals”, each as defined in
the Proxy Statement) is now 5:00 p.m. Eastern Time on February 20, 2024. Stockholders who wish to withdraw their previously submitted
redemption requests may do so prior to the rescheduled meeting by requesting that the transfer agent return such Public Shares prior to
10:00 a.m. Eastern Time on February 20, 2024.
The press release is attached hereto as Exhibit 99.1
and is incorporated by reference herein.
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 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 Proxy Statement.
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 Proposals and other matters
and, beginning on or about January 9, 2024, mailed the Proxy Statement and other relevant documents to its stockholders as of the January
4, 2024 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 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 estimated per share redemption price 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.
SIGNATURE
Pursuant to the requirements of
the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
TG Venture Acquisition Corp. |
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By: |
/s/ Pui Lan Patrick Tsang |
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Name: |
Pui Lan Patrick Tsang |
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Title: |
Chief Executive Officer and Director |
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Dated: February 7, 2024
Exhibit
99.1
TG
Venture Acquisition Corp. Announces Change of Date of its Special Meeting
New
York, NY, February 7, 2024 /ACCESSWIRE/ – TG Venture Acquisition Corp. (Nasdaq: TGVC)
(“TGVC”), a special purpose acquisition company sponsored by
Tsangs Group Holdings Limited, announced today that the date and time of its special meeting of stockholders (“Special
Meeting”) will be moved from its original time of 11:00 a.m. Eastern Time on February 8, 2024 to 11:00 a.m. Eastern Time
on February 22, 2024. The Special Meeting can still be accessed virtually by visiting https://www.virtualshareholdermeeting.com/TGVC2024SM.
You will need the meeting control number that is printed on your proxy card to enter the Special Meeting. The record date for the Special
Meeting remains January 4, 2024.
The
estimated redemption price per share is expected to be approximately $11.17
at the time of the Special Meeting, an increase from the $11.12 originally reported in TGVC’s definitive
proxy statement (the “Proxy Statement”) in connection with the Special Meeting filed with the U.S. Securities
and Exchange Commission (the “SEC”) on January 9, 2024. The closing
price of TGVC’s common stock on February 6, 2024 was $10.94.
Stockholders
who have previously submitted their proxies or otherwise voted and who do not want to change their vote need not take any action. Stockholders
as of the record date can vote, even if they have subsequently sold their shares. Any stockholders who wish to change their vote and
need assistance should contact Okapi Partners LLC at (212) 297-0720, or info@okapipartners.com. The deadline for holders of TGVC’s
common stock issued in TGVC’s initial public offering (the “Public Shares”) to submit their Public Shares
for redemption in connection with the Business Combination Proposal and Charter Limitation Amendment Proposal (collectively, the “Proposals”,
each as defined in the Proxy Statement) is now 5:00 p.m. Eastern Time on February 20, 2024. Stockholders who wish to withdraw their previously
submitted redemption requests may do so prior to the rescheduled meeting by requesting that the transfer agent return such Public Shares
prior to 10:00 a.m. Eastern Time on February 20, 2024.
Participants
in the Solicitation
TGVC
and its directors and executive officers and other persons may be deemed to be participants in the solicitation of proxies from TGVC’s
stockholders in respect of the Special Meeting, the Proposals and related matters. Information
regarding TGVC’s directors and executive officers is available in TGVC’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 Proxy Statement.
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
TGVC
has filed the Proxy Statement with the SEC in connection with the Special Meeting to consider and vote upon the Proposals and, beginning
on or about January 9, 2024, mailed the Proxy Statement and other relevant documents to its stockholders as of the January 4, 2024 record
date for the Special Meeting. TGVC’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 TGVC’s solicitation of proxies for the
Special Meeting because these documents contain important information about TGVC, the 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
press release 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 estimated per share redemption price and related matters, as well as all other statements other than statements of historical fact
included in this press release are forward-looking statements. When used in this press release, 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 TGVC or TGVC’s 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, TGVC’s management. Actual results could differ materially from those contemplated by the forward-looking statements
as a result of certain factors detailed in TGVC’s filings with the SEC. All subsequent written or oral forward-looking statements
attributable to TGVC 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 TGVC, including those set forth in the “Risk Factors”
section of TGVC’s Annual Report on Form 10-K, subsequent quarterly reports on Form 10-Q and initial
public offering prospectus. TGVC undertakes no obligation to update these statements for revisions or changes after the date of this
release, except as required by law.
Contact
TG
Venture Acquisition Corp.
Tsangs
Group
Kelvin
Liu
Kelvin.liu@tsangsgroup.co
Quentin
Luk
Quentin.Luk@tsangsgroup.co
TG Venture Acquisition (NASDAQ:TGVCU)
過去 株価チャート
から 8 2024 まで 9 2024
TG Venture Acquisition (NASDAQ:TGVCU)
過去 株価チャート
から 9 2023 まで 9 2024