TCGX Acquisition Corp.

As filed with the U.S. Securities and Exchange Commission on July 20, 2026.

Registration

No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

(Exact name of registrant as specified in its charter)

245 Lytton Ave., Suite 350

Palo Alto, California 94301

Tel.:

650-924-9424

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Dr. Chen Yu

Chief Executive Officer

245 Lytton Ave., Suite 350

Palo Alto, California 94301

Tel.:

650-924-9424

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Approximate date of commencement of proposed sale to the public

: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box.

☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.

☐

If this Form is a

post-effective

amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.

☐

If this Form is a

post-effective

amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.

☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a

non-accelerated

filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in

Rule 12b-2

of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.

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The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the U.S. Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the U.S. Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED JULY 20, 2026

PRELIMINARY PROSPECTUS

$75,000,000

7,500,000 Class A Ordinary Shares

TCGX Acquisition Corp. is a blank check company incorporated as an exempted company under the laws of the Cayman Islands for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not selected any specific business combination 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 b

u

siness combination with us. We may pursue an initial business combination in any business or industry.

This is an initial public offering of our Class A ordinary shares, par value $0.0001 per share, which we refer to as our public shares, at an initial public offering price of $10.00. The underwriters have a

45-day

option from the date of this prospectus to purchase up to an additional 1,125,000 Class A ordinary shares to cover over-allotments, if any. Unlike certain other special purpose acquisition company initial public offerings, investors in this offering will not receive warrants that would become exercisable following completion of our initial business combination.

We will provide our public shareholders with the opportunity to redeem all or a portion of their public shares in connection with the completion of our initial business combination at a

price, payable in cash, equal to the aggregate amount then on deposit in the trust account described below as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the trust account (net of taxes paid or payable (other than excise or similar taxes)), divided by the number of then issued and outstanding public shares, subject to the limitations and on the conditions described herein. As further described in this prospectus, our amended and restated memorandum and articles of association will provide that a public shareholder, together with any affiliate or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended), will be restricted from redeeming its public shares with respect to more than an

agg

regate of 15% of the 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 in which we must complete an initial business combination pursuant to an amendment to our amended and restated memorandum and articles 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 the trust 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 described herein. We may seek shareholder approval to amend our amended and restated memorandum and articles of association toextend the date by which we must consummate our initial business combination. If we seek shareholder approval for an extension, holders of our public shares will be offered an opportunity toredeem 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 Class A ordinary shares (or up to 522,500 Class A ordinary shares if the underwriters’ over-allotment option is exercised in full) at a price of $10.00 per share, for an aggregate purchase price of $5,000,000 (or up to $5,225,000 if the underwriters’ over-allotment option is exercised in full) in a private placement that will close simultaneously with the closing of this offering. These Class A ordinary shares, which we refer to as the private placement shares, are identical to the Class A ordinary shares sold in this offering, subject to limited exceptions as described in this prospectus. Of those 500,000 private placement shares, our sponsor has agreed to purchase 425,000 private placement shares (or up to 436,250 private placement shares if the underwriters’ overallotment option is exercised in full) and the underwriters have agreed to purchase 75,000 private placement shares (or up to 86,250 private placement shares if the underwriters’ overallotment option is exercised in full).

Our initial shareholders, including our sponsor, currently own an aggregate of 2,156,250 Class B ordinary shares, which we refer to as the founder shares throughout this prospectus. The founder shares were purchased for $25,000, or approximately $0.011594 per share. The sponsor will surrender up to 281,250 of the founder shares to us for no consideration after the closing of this offering depending on the extent to which the underwriters’ over-allotment option is exercised. In June 2026, our sponsor transferred 30,000 founder shares to each of our independent director nominees. The Class B ordinary shares will automatically convert into Class A ordinary shares immediately prior to, concurrently with or immediately following the consummation of our initial business combination or at any time prior thereto at the option of the holder on a

basis, subject to the adjustments described herein. After taking into account the private placement shares to be issued to the sponsor, our sponsor will own an aggregate of 2,210,000 ordinary shares, or 22.4% of our issued and outstanding ordinary shares immediately following the completion of this offering assuming the over-allotment option is not exercised, or an aggregate of 2,502,500 ordinary shares, or 22.1% of our issued and outstanding ordinary shares immediately following the completion of this offering, assuming the overallotment option is exercised in full. If we increase or decrease the size of this offering, we will effect a share capitalization or share repurchase or redemption or other appropriate mechanism, as applicable, with respect to our Class B ordinary shares immediately prior to the consummation of the offering in such amount as to maintain the ownership of founder shares by our initial shareholders at 20% of our issued and outstanding ordinary shares upon the consummation of this offering (excluding the private placement shares). Prior to the closing of our initial business combination and while any Class B ordinary shares are issued and outstanding, only holders of our Class B ordinary shares will be entitled to vote on the appointment and removal of directors or continuing the company in a jurisdiction outside the Cayman Islands (including any special resolution required to amend the constitutional documents of the Company or to adopt new constitutional documents of the Company, in each case, as a result of the Company approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands). On any other matters submitted to a vote of our shareholders prior to or in connection with the completion of our initial business combination, holders of the Class B ordinary shares and holders of the Class A ordinary shares will vote together as a single class, except as required by law. See the sections entitled “

Summary—Our Sponsor

” on page 20, “

Summary—The Offering—Founder Shares

” on page 26, “

Summary—The Offering—Founder Shares Conversion and Anti-Dilution Rights

” on page 29, “

Summary—The Offering—Voting

” on page 30, “

Risk Factors—The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares and the amount of the deferred underwriting compensation may not allow us to complete the most desirable business combination or optimize our capital structure, and may substantially dilute your investment in us

” on page 52, “

Risk Factors—We may issue additional Class

A ordinary shares upon the conversion of the founder shares at a ratio greater than one

-to

-one

at the time of our initial business combination as a result of the anti-dilution provisions contained therein. Any such issuances would dilute the interest of our shareholders and likely present other risks

” on page 63, “

” on page 115 and “

Proposed Business—Our Sponsor

” on page 136 for more information.

In connection with the consummation of this offering, we plan to enter into a forward purchase agreement with Fund III (as defined below), pursuant to which Fund III will commit that it will purchase from us a minimum of 2,000,000 Class A ordinary shares, or forward purchase shares, for $10.00 per share, or a minimum aggregate amount of $20,000,000, in a private placement that will close concurrently with the closing of our initial business combination. The proceeds from the sale of these forward purchase shares, together with the amounts available to us from the trust account (after giving effect to any redemptions of public shares) and any other equity or debt financing obtained by us in connection with the business combination, will be used to satisfy the cash requirements of the business combination, including funding the purchase price and paying expenses and retaining specified amounts to be used by the

combination company for working capital or other purposes. Fund III’s commitment under the forward purchase agreement will be subject to approval, prior to our entering into a definitive agreement for our initial business combin

ation,

of its investment committee. The forward purchase shares will be identical to the Class A ordinary shares being sold in this offering, except that they will be subject to transfer restrictions and registration rights, as described herein.

Currently, there is no public market for our Class A ordinary shares. We intend to apply to have our Class A ordinary shares listed on The Nasdaq Capital Market, or Nasdaq, under the symbol “TCGX.” We expect that our shares will be listed on Nasdaq on or promptly after the date of this prospectus. We cannot guarantee that our securities will be approved for listing on Nasdaq; however, we will not consummate this offering if our securities are not approved for listing on Nasdaq.

We are an “emerging growth company” and a “smaller reporting company” under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 43 for a discussion of information that should be considered in connection with an investment in our securities. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings.

Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. No offer or invitation, whether directly or indirectly, may be made to the public in the Cayman Islands to subscribe for our securities.

Of the proceeds we receive from this offering and the sale of the private placement shares described in this prospectus, $75,000,000, or up to $86,250,000 if the underwriters’

option is exercised in full ($10.00 per share in either case), will be deposited into a trust account located in the United States with Odyssey Transfer and Trust Company acting as trustee.

Because our sponsor acquired the founder shares at a nominal aggregate price of $25,000, or approximately $0.011594 per share, our public shareholders will incur an immediate and material dilution upon the closing of this offering. Further, the Class A ordinary shares issuable in connection with the conversion of the founder shares may result in material dilution to our public shareholders due to the

rights of our founder shares that may result in an issuance of Class A ordinary shares on a greater than

basis upon conversion. See the section titled “

Risk Factors—The nominal purchase price paid by our sponsor for the founder shares may significantly dilute the implied value of your public shares in the event we consummate an initial business combination, and our sponsor is likely to make a substantial profit on its investment in us in the event we consummate an initial business combination, even if the business combination causes the trading price of our ordinary shares to materially decline

” on page 101 and “—

We may issue additional Class

A ordinary shares

upon the conversi

on

of the founder shares at a ratio greater than one

-to

-one

at the time of our initial business combination as a result of the anti

-dilution

provisions contained therein. Any such issuances would dilute the interest of our shareholders and likely present other risks

” on page 63. Our sponsor may loan us up to $300,000 under an unsecured,

non-interest

bearing promissory note for

offering-related

and organizational expenses. This loan is due at the earlier of December 31, 2027 or the closing of this offering and is anticipated to be repaid upon completion of this offering out of the $1,000,000 of offering proceeds that has been allocated for the payment of offering expenses other than underwriting commissions. Our sponsor or an affiliate of our sponsor or certain of our officers and directors may loan us funds to finance transaction costs in connection with an intended initial business combination. Up to $3,000,000 of such loans may be convertible into private placement shares of the

combination entity at a price of $10.00 per share at the option of the lender. The issuance of such shares may result in material dilution to our public shareholders. See the section titled “

Summary—Our Sponsor

” for more information regarding, among other things, the amount of compensation and securities received or to be received by our sponsor, its affiliates and our officers and directors.

The following table illustrates the difference between the public offering price and our net tangible book value per share, as adjusted to reflect various potential redemption levels that may occur in connection with the closing of our initial business combination, which we refer to as Adjusted NTBVPS, on a pro forma basis to give effect to this offering and the issuance of the private placement shares, assuming no exercise of the

option and exercise of the

option in full. Adjusted NTBVPS excludes the effect of the consummation of our initial business combination or any related transactions or expenses. See the section titled “

” for more information.

Affiliates of TCGX and members of our board of directors will directly or indirectly own founder shares and/or private

pla

cement shares following this offering and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination and in negotiating or accepting the terms of the transaction because of their financial interest in completing an initial business combination within the completion window. Further, each of our officers and directors may have aconflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors were to be included by a target business as a condition to any agreement with respect to our initial business combination. The low price that our sponsor, executive officers and directors (directly or indirectly) paid for the founder shares creates an incentive whereby our officers and directors could potentially make a substantial profit even if we select an acquisition target that subsequently declines in value and is unprofitable for public shareholders. If we are unable to complete our initial business combination within the completion window, the founder shares may expire worthless, except to the extent they receive liquidating distributions from assets outside the trust account, which could create an incentive for our sponsor, executive officers and directors to complete a transaction even if we select an acquisition target that subsequently declines in value and is unprofitable for public shareholders. Additionally, each of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to another entity pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. Accordingly, there may be actual or potential material conflicts of interest between our sponsor, its affiliates or promoters on the one hand, and the investors in this offering on the other hand. See the sections titled “

Proposed Business—Sourcing of Potential Business Combination Targets

Management—Conflicts of Interest

.”

The underwriters are offering the Class A ordinary shares for sale on a firm commitment basis. The underwriters expect to deliver the Class A ordinary shares to the purchasers on or about , 2026.

Sole

Book-Running

Manager:

Jefferies

, 2026