TGE Value Creative Solutions Corp-A美股招股说明书(2025-12-19版)

TGE Value Creative Solutions Corp 15,000,000Units TGE Value Creative Solutions Corp is a blank check company incorporated under the laws of the CaymanIslands as an exempted company with limited liability for the purpose of effecting a merger, share exchange,asset acquisition, share purchase, reorganization or similar business combination with one or more businesses orassets, which we refer to as our initial business combination. We have not selected any specific businesscombination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions,directly or indirectly, with any business combination target with respect to an initial business combination withus. We may pursue an acquisition or a business combination with a target in any business or industry that canbenefit from the expertise and capabilities of our management team. We expect to target opportunities andcompanies within the media, digital media, entertainment, high fashion, lifestyle, culture, and gamingsectors—areas where we believe our expertise and network can drive significant value. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists ofone ClassA ordinary share and one-half of one redeemable warrant. Each whole warrant entitles the holderthereof to purchase one ClassA ordinary share at a price of $11.50 per share, subject to adjustment as describedherein. Only whole warrants are exercisable. No fractional warrants will be issued upon separation of theunitsand only whole warrants will trade. The warrants will become exercisable on the later of 30days after thecompletion of our initial business combination or 12months from the closing of this offering, and will expirefiveyears after the completion of our initial business combination or earlier upon redemption or our liquidation,as described herein. The underwriter has a 45-day option from the date of this prospectus to purchase up to anadditional 2,250,000units to cover over-allotments, if any. We will provide our public shareholders with the opportunity to redeem all or a portion of their ClassAordinary shares upon the completion of our initial business combination at a per-share price, payable in cash,equal to the aggregate amount then on deposit in the trust account described below calculated as of twobusinessdays prior to the consummation of our initial business combination, including interest earned on the funds heldin the trust account (net of amounts withdrawn for payment of any income taxes and up to $100,000 to paydissolution expenses (“permitted withdrawals”)), divided by the number of then outstanding ClassA ordinaryshares that were sold as part of theunits in this offering, which we refer to collectively as our public shares,subject to the limitations and on the conditions described herein. Notwithstanding the foregoing redemptionrights, our second amended and restated memorandum and articles of association provide that a publicshareholder, together with any affiliate of such shareholder or any other person with whom such shareholder isacting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, asamended (the “Exchange Act”)), may be restricted from redeeming its shares with respect to more than anaggregate of 15% of the shares sold in this offering without our prior consent. See “Summary — The Offering —Limitation on redemption rights of shareholders holding 15% or more of the shares sold in this offering if wehold shareholder vote” for further discussion on certain limitations on redemption rights. Except for incometaxes, the proceeds placed in the trust account and the interest earned thereon are not intended to be used to payfor possible excise tax or any other fees or taxes that may be levied on the Company pursuant to any current,pending or future rules or laws, including without limitation any excise tax due under the Inflation ReductionActof2022 (“IRA”) on any redemptions or stock buybacks by the Company. We will have 24months from theclosing of this offering, or until such earlier liquidation date as our board of directors may approve, toconsummate an initial business combination, which we refer to herein as the completion window. If we do notcomplete our initial business combination within this time period, we will redeem 100% of the public shares at aper-share price payable in cash, equal to the aggregate amount then on deposit in the trust account, includinginterest earned on the funds held in the trust account (less funds withdrawn for any permitted withdrawals),divided by the number of then outstanding public shares, subject to applicable law and certain conditions asfurther described herein. Table of Contents Our sponsor, TGE SpiderNet Capital Group LLC, a Cayman Islands limited liability company, is whollyowned by The Generation Essentials Group (“TGE”), which is a NewYork Stock Exchange and London StockExchange dual-listed company