United States securities and exchange commission logo





                               September 8, 2021

       Pui Lan Patrick Tsang
       Chief Executive Officer
       TG Venture Acquisition Corp.
       1390 Market Street, Suite 200
       San Francisco, California 94102

                                                        Re: TG Venture
Acquisition Corp.
                                                            Registration
Statement on Form S-1
                                                            Filed August 13,
2021
                                                            File No. 333-258773

       Dear Mr. Tsang:

              We have limited our review of your registration statement to
those issues we have
       addressed in our comments. In some of our comments, we may ask you to
provide us with
       information so we may better understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.

       Registration Statement on Form S-1 filed August 13, 2021

       Prospectus Cover Page, page 4

   1.                                                   We note that the SPAC
Sponsor is located in Hong Kong and a majority of your executive
                                                        officers are located in
or have significant ties to China and Hong Kong. Please disclose
                                                        this prominently on the
prospectus cover page. Your disclosure also should describe the
                                                        legal and operational
risks associated with being based in or acquiring a company that
                                                        does business in China.
Your disclosure should make clear whether these risks could
                                                        result in a material
change in your or the target company   s post-combination operations
                                                        and the value of your
common stock, or could significantly limit or completely hinder
                                                        your ability to offer
or continue to offer securities to investors and cause the value of such
                                                        securities to
significantly decline or be worthless. Your disclosure should address how
                                                        recent statements and
regulatory actions by China   s government, such as those related to
 Pui Lan Patrick Tsang
FirstName
TG VentureLastNamePui   Lan Patrick Tsang
            Acquisition Corp.
Comapany 8,
September  NameTG
              2021 Venture Acquisition Corp.
September
Page 2    8, 2021 Page 2
FirstName LastName
         the use of variable interest entities and data security or
anti-monopoly concerns, has or
         may impact the company   s ability to conduct its business, accept
foreign investments, or
         list on an U.S. or other foreign exchange. Your prospectus summary
should address, but
         not necessarily be limited to, the risks highlighted on the prospectus
cover page.
Prospectus Summary, page 7

2.       Given that you may be seeking to acquire a company that uses or may
use a variable
         interest entity structure to conduct China-based operations, please
describe what that
         organizational structure would entail. Explain that the entity in
which investors may hold
         their interest may not be the entity or entities through which the
company   s operations
         may be conducted in China after the business combination. Discuss how
this type of
         corporate structure may affect investors and the value of their
investment, including how
         and why the contractual arrangements may be less effective than direct
ownership and that
         the company may incur substantial costs to enforce the terms of the
arrangements.
         Disclose the uncertainties regarding the status of the rights of a
holding company with
         respect to its contractual arrangements with a VIE, its founders and
owners and the
         challenges the company may face enforcing these contractual agreements
due to
         uncertainties under Chinese law and jurisdictional limits.
3.       In your summary of risk factors, disclose the risks that being based
in or acquiring a
         company whose corporate structure or whose operations in China poses
to investors. In
         particular, describe the significant regulatory, liquidity, and
enforcement risks with cross-
         references to the more detailed discussion of these risks in the
prospectus. For example,
         specifically discuss risks arising from the legal system in China,
including risks and
         uncertainties regarding the enforcement of laws and that rules and
regulations in China
         can change quickly with little advance notice; and the risk that the
Chinese government
         may intervene or influence your operations at any time, or may exert
more control over
         offerings conducted overseas and/or foreign investment in China-based
issuers, which
         could result in a material change in your operations and/or the value
of your common
         stock. Acknowledge any risks that any actions by the Chinese
government to exert more
         oversight and control over offerings that are conducted overseas
and/or foreign investment
         in China-based issuers could significantly limit or completely hinder
your ability to offer
         or continue to offer securities to investors and cause the value of
such securities to
         significantly decline or be worthless.
4.       Disclose each permission that you are required to obtain from Chinese
authorities to
         operate and issue these securities to foreign investors. State
affirmatively whether you
         have received all requisite permissions and whether any permissions
have been denied.
5.       Provide a clear description of how cash will be transferred through
the post-combination
         organization if you acquire a company based in China. Describe any
restrictions on
         foreign exchange and your ability to transfer cash between entities,
across borders, and to
         U.S. investors that may apply after a business combination with a
company based in
         China. Describe any restrictions and limitations on your ability to
distribute earnings
 Pui Lan Patrick Tsang
FirstName
TG VentureLastNamePui   Lan Patrick Tsang
            Acquisition Corp.
Comapany 8,
September  NameTG
              2021 Venture Acquisition Corp.
September
Page 3    8, 2021 Page 3
FirstName LastName
         from your businesses, including subsidiaries and/or consolidated VIEs,
to the parent
         company and U.S. investors as well as the ability to settle amounts
owed under the VIE
         agreements.
6.       Disclose that trading in your securities may be prohibited under the
Holding Foreign
         Companies Accountable Act if the PCAOB determines that it cannot
inspect or fully
         investigate the auditor of a company you may target for an initial
business combination,
         and that as a result an exchange may determine to delist your
securities.
Risk Factors, page 43

7.       To the extent that you may acquire a company that uses or may use a
variable interest
         entity structure to conduct China-based operations, please revise your
risk factors to
         acknowledge that if the PRC government determines that the contractual
arrangements
         constituting part of your VIE structure do not comply with PRC
regulations, or if these
         regulations change or are interpreted differently in the future, your
shares may decline in
         value or be worthless if you are unable to assert your contractual
control rights over the
         assets of your PRC subsidiaries that may conduct all or substantially
all of your
         operations.
8.       Please expand your risk factor disclosure to address specifically any
PRC regulations
         concerning mergers and acquisitions by foreign investors that your
initial business
         combination transaction may be subject to, including PRC regulatory
reviews, which may
         impact your ability to complete a business combination in the
prescribed time period.
9.       Given the Chinese government   s significant oversight and discretion
over the conduct of
         the business of any China-based company that you may target for an
initial business
         combination, please revise to separately highlight the risk that the
Chinese government
         may intervene or influence your operations at any time, which could
result in a material
         change in your operations and/or the value of your common stock. Also,
given recent
         statements by the Chinese government indicating an intent to exert
more oversight and
         control over offerings that are conducted overseas and/or foreign
investment in China-
         based issuers, acknowledge the risk that any such action could
significantly limit or
         completely hinder your ability to offer or continue to offer
securities to investors and
         cause the value of such securities to significantly decline or be
worthless.
10.      In light of recent events indicating greater oversight by the
Cyberspace Administration of
         China over data security, particularly for companies seeking to list
on a foreign exchange,
         please revise your disclosure to explain how this oversight could
impact the process of
         searching for a target and completing an initial business combination,
and/or your
         business on a post-combination basis.
Capitalization, page 95

11.      We note that you are offering 10,000,000 Class A common shares as part
of your initial
         public offering of units, but only show 9,685,078 Class A common
shares subject to
 Pui Lan Patrick Tsang
TG Venture Acquisition Corp.
September 8, 2021
Page 4
      possible redemption in your Capitalization table. Please tell us how you
considered the
      guidance in ASC 480-10-S99-3A, which requires securities that are
redeemable for cash
      or other assets to be classified outside of permanent equity if they are
redeemable (1) at a
      fixed or determinable price on a fixed or determinable date, (2) at the
option of the holder,
      or (3) upon the occurrence of an event that is not solely within the
control of the issuer, in
      concluding that all 10,000,000 Class A common shares were not required to
be presented
      outside of permanent equity and part of shares subject to possible
redemption.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

       You may contact Frank Knapp at (202) 551-3805 or Isaac Esquivel at (202)
551-3395 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Shih-Kuei Chen at (202) 551-7664 or Pam Howell at (202) 551-3357 with
any other
questions.



                                                             Sincerely,
FirstName LastNamePui Lan Patrick Tsang
                                                             Division of
Corporation Finance
Comapany NameTG Venture Acquisition Corp.
                                                             Office of Real
Estate & Construction
September 8, 2021 Page 4
cc:       Louis Taubman
FirstName LastName