TCGX Acquisition Corp.: enters business combination with TriGemX Bio

What happened

• TCGX Acquisition Corp. reported that on Oct 18, 2026 it entered into a Business Combination Agreement with TriGemX Bio, Inc. and TriGemX Merger Sub, Inc. The parties’ boards approved the Business Combination, which is expected to close in the first quarter of 2027, subject to shareholder approvals and customary closing conditions.
• The agreement provides for TCGX to domesticate from the Cayman Islands to Delaware prior to closing, convert each outstanding TCGX Class A and Class B ordinary share into one share of New TriGemX common stock, and change TCGX’s name to TriGemX Bio, Inc.
• The Business Combination uses an agreed pre-money equity value for TriGemX of $361,000,000 and an agreed New TriGemX common stock value of $10.00 per share. TriGemX stockholders’ shares will be converted into New TriGemX common stock using an exchange ratio based on those values and TriGemX’s fully diluted share count.

Key details

• TCGX will allow holders of Class A shares to redeem all or a portion of their shares for a pro rata portion of the trust account immediately prior to domestication.
• Concurrently with the agreement, TCGX entered subscription agreements for a PIPE Financing of 16,000,000 shares at $10.00 per share for gross proceeds of $160,000,000; closing of the PIPE is conditioned on Nasdaq listing approval and other conditions.
• Closing conditions include effectiveness of the Form S-4 registration/ proxy statement, required shareholder approvals, no legal prohibition, and Available Closing Cash (including trust funds and PIPE proceeds) equaling at least $150,000,000. If Available Closing Cash is less than $161,000,000, the Sponsor agreed to cause up to 539,062 Founder Shares to be forfeited immediately prior to the Effective Time.
• Governance terms call for an initial New TriGemX board of seven directors immediately after closing: six TriGemX designees (at least three independent under Nasdaq rules) and one TCGX designee, with a majority independent. The agreement may be terminated by either party in certain customary circumstances, and, subject to limited exceptions, either party may terminate if the Business Combination is not consummated by June 30, 2027.

Why it may matter

• This Form 8-K reports Item 1.01 (entry into a material definitive agreement) describing the Business Combination Agreement and related agreements, Item 3.02 (unregistered sales of equity securities) describing the PIPE Financing, and Item 7.01 (Regulation FD disclosure) reporting a press release and investor presentation dated Oct 19, 2026. The filing includes customary representations, covenants, governance provisions, registration rights, lock-up agreements and equity plan proposals to be adopted prior to or at closing. The filing does not show why the insider traded or why the company acted.