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8-KAccepted Oct 19, 4:58 PM ET

TCGX Acquisition Corp. II: consummates IPO of $100,000,000

TCXBTCGX Acquisition Corp. II

Accepted (ET)

4:58 PM

Oct 19, 2026

Filed

Oct 19, 2026

Documents

17

Size

1.8 MB

Summary

TCGX Acquisition Corp. II: consummates IPO of $100,000,000

Updated

What happened

  • The filing states that on Oct 19, 2026 the company consummated its initial public offering of 10,000,000 Class A ordinary shares at $10.00 per share, generating gross proceeds of $100,000,000.
  • The filing states that the company entered into several agreements in connection with the IPO, all dated Oct 15, 2026, including an underwriting agreement with Guggenheim Securities, LLC and agreements with the sponsor and other parties.
  • The filing states that $100,000,000 was placed in a U.S.-based trust account at Citibank, N.A., maintained by Odyssey Transfer and Trust Company, as trustee.

Key details

  • The filing states the sponsor purchased 450,000 Private Placement Shares at $10.00 per share for an aggregate purchase price of $4,500,000; issuance made pursuant to Section 4(a)(2) of the Securities Act.
  • The filing states that Joshua Cohen, Mark McKenna and Dr. Michael Henderson, M.D. were appointed to the board effective Oct 15, 2026; they are independent directors and were appointed to the audit and compensation committees (Dr. Henderson chair of audit; Mr. McKenna chair of compensation).
  • The filing states the company adopted its Amended and Restated Memorandum and Articles of Association effective Oct 15, 2026.
  • The filing states the trust funds will not be released except in connection with (i) completion of an initial business combination, (ii) redemptions if the company is unable to complete an initial business combination within 24 months of the IPO closing, subject to law, or (iii) redemptions in connection with certain shareholder-approved charter amendments.

Why it may matter

  • The filing reports Item 1.01 (entry into a material definitive agreement) covering the agreements entered into in connection with the IPO; Item 3.02 (unregistered sales of equity securities) covering the private placement of 450,000 shares to the sponsor; Item 5.02 (departure and election of directors) covering board appointments and resignations; Item 5.03 (amendments to charter) covering adoption of the amended charter; and Item 8.01 (other events) covering the deposit of IPO proceeds into a trust. This filing does not show why the insider traded or why the company acted.

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