TCGX Acquisition Corp-A美股招股说明书(2026-08-06版)

TCGX Acquisition Corp. 7,500,000 ClassA Ordinary Shares TCGX Acquisition Corp. is a blank check company incorporated as an exempted company under the laws of the Cayman Islands for thepurpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar businesscombination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have notselected any specific business combination target and we have not, nor has anyone on our behalf, engaged in any substantivediscussions, directly or indirectly, with any business combination target with respect to an initial business combination with us. We maypursue an initial business combination in any business or industry. This is an initial public offering of our ClassA ordinary shares, par value $0.0001 per share, which we refer to as our public shares, at aninitial public offering price of $10.00. The underwriters have a 45-day option from the date of this prospectus to purchase up to anadditional 1,125,000 ClassA ordinary shares to cover over-allotments, if any. Unlike certain other special purpose acquisition companyinitial public offerings, investors in this offering will not receive warrants that would become exercisable following completion of our initialbusiness combination. We will provide our public shareholders with the opportunity to redeem all or a portion of their public shares in connection with thecompletion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in thetrust account described below as of two business days prior to the consummation of our initial business combination, including interestearned on the funds held in the trust account (net of taxes paid or payable (other than excise or similar taxes)), divided by the number ofthen issued and outstanding public shares, subject to the limitations and on the conditions described herein. As further described in thisprospectus, our amended and restated memorandum and articles of association will provide that a public shareholder, together with anyaffiliate or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section13 of the SecuritiesExchange Act of 1934, as amended), will be restricted from redeeming its public shares with respect to more than an aggregate of 15% ofthe public shares sold in this offering, without our prior consent. If we are unable to complete our initial business combination within 24 months from the closing of this offering, or such other time period inwhich we must complete an initial business combination pursuant to an amendment to our amended and restated memorandum andarticles of association, which we refer to as the completion window, we will redeem 100% of the public shares at a per share price,payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in thetrust account (net of taxes paid or payable (other than excise or similar taxes) and up to $100,000 of interest to pay dissolution expenses),divided by the number of then issued and outstanding public shares, subject to applicable law and certain conditions as further describedherein. We may seek shareholder approval to amend our amended and restated memorandum and articles of association to extend thedate by which we must consummate our initial business combination. If we seek shareholder approval for an extension, holders of ourpublic shares will be offered an opportunity to redeem their shares upon approval of such extension, regardless of whether they abstain,vote in favor of or vote against such extension. Our sponsor, TCGX Sponsor, LLC, and the underwriters have agreed to purchase an aggregate of 500,000 ClassA ordinary shares (or upto 522,500 ClassA ordinary shares if the underwriters’ over-allotment option is exercised in full) at a price of $10.00 per share, for anaggregate purchase price of $5,000,000 (or up to $5,225,000 if the underwriters’ over-allotment option is exercised in full) in a privateplacement that will close simultaneously with the closing of this offering. These ClassA ordinary shares, which we refer to as the privateplacement shares, are identical to the ClassA ordinary shares sold in this offering, subject to limited exceptions as described in thisprospectus. Of those 500,000 private placement shares, our sponsor has agreed to purchase 425,000 private placement shares (or up to436,250 private placement shares if the underwriters’ overallotment option is exercised in full) and the underwriters have agreed topurchase 75,000 private placement shares (or up to 86,250 private placement shares if the underwriters’ overallotment option is exercisedin full). Table of Contents Our initial shareholders, including our sponsor, currently own an aggregate of 2,156,250 ClassB ordinary shares, which we refer t