TGE Value Creative Solutions Corp 8-K

What Happened

• TGE Value Creative Solutions Corp (BEBE) announced it consummated its initial public offering on December 22, 2025, selling 15,000,000 units at $10.00 per unit for gross proceeds of $150,000,000. Each Unit consists of one Class A ordinary share and one-half of a redeemable warrant (each whole warrant exercisable at $11.50).
• The company also completed private placement sales of warrants: the Sponsor bought 5,300,000 warrants at $0.50 each and the IPO underwriter (Cohen & Company Capital Markets) bought 1,764,706 warrants at $0.85 each, generating $4,150,000 in gross proceeds from those private sales.
• In connection with the IPO, the company entered into customary agreements (underwriting agreement, warrant agreement, registration rights, trust/investment management agreement, administrative services, private placement warrant purchase agreements and indemnity agreements) dated December 18, 2025.

Key Details

• IPO: 15,000,000 units sold at $10.00 per unit — gross proceeds reported as $150,000,000 (closing Dec 22, 2025).
• Private Placement Warrants: 5,300,000 warrants to Sponsor ($0.50 each) and 1,764,706 to underwriter ($0.85 each) — $4,150,000 gross. Private warrants are non-redeemable, subject to transfer restrictions until 30 days after the initial business combination, may be exercised cashlessly, and carry registration rights.
• Trust account: $150,000,000 (the filing states this amount comprises IPO proceeds and private warrant proceeds) deposited in a U.S.-based trust at East West Bank, maintained by Continental Stock Transfer & Trust Company as trustee. Interest (and up to $100,000 for dissolution expenses) may be released; otherwise funds are held until specified events.
• Timing/Redemption: Funds will remain in trust until the earliest of (1) completion of the company’s initial business combination, (2) certain shareholder vote/redemption events tied to charter amendments, or (3) redemption if no initial business combination is completed within 24 months of the IPO.

Why It Matters

• The company is now publicly funded and has placed the IPO proceeds in a trust, limiting use of those funds until an initial business combination or specified redemption events occur — a key protection for public investors.
• The private placement warrants give the Sponsor and underwriter rights and restrictions different from public warrants (non-redeemable, transfer restrictions, cashless exercise, registration rights), which can affect future dilution and liquidity of the warrants and underlying shares.
• Retail investors should note the 24‑month timeframe to complete an initial business combination and the trust account mechanics (interest release and limited permitted disbursements), which determine when and how the company can use or return IPO funds.