TCGX Acquisition Corp.
For the period ended Sep 30, 2026. Filed Nov 9, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2026 · Filed Nov 9, 2026
TCGX$10.05+0.1%Stored close · as of Nov 9, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-06-30; filed 2026-09-10.
0001193125-26-387873
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-09-30; filed 2026-11-09.
0001193125-26-453559
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 30 previous paragraphs and 37 current paragraphs.
16 unchanged; 11 reworded; 10 added; 3 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 0 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (10)
Current report
Recent Developments
Current report
Business Combination Agreement
Current report
On October 18, 2026, we, Merger Sub and TriGemX entered into the Business Combination Agreement, which was entered into after the end of the quarter covered by this Quarterly Report. The Business Combination Agreement provides, among other things, that at least one business day prior to the Closing we will domesticate as a Delaware corporation, following which Merger Sub will merge with and into TriGemX, with TriGemX surviving the Merger as our wholly-owned subsidiary, and we will be renamed “TriGemX Bio, Inc.” Each share of TriGemX common stock outstanding immediately prior to the Effective Time will be converted into the right to receive shares of New TriGemX Common Stock based on the Exchange Ratio, which is premised on an agreed pre-money equity value of TriGemX of $361,000,000 and an agreed New TriGemX Common Stock value of $10.00 per share. We refer to the Business Combination contemplated by the Business Combination Agreement as the “Proposed Business Combination.”
Current report
Concurrently with the execution of the Business Combination Agreement, we entered into the Subscription Agreements with the PIPE Investors providing for the purchase, on the Closing Date, of an aggregate of 16,000,000 shares of New TriGemX Common Stock at $10.00 per share, for aggregate gross proceeds of $160,000,000, and the Sponsor, the Other Class B Holders and certain stockholders of TriGemX entered into the Sponsor Letter Agreement and the Transaction Support Agreements, respectively, in each case as described in Note 10 to our condensed financial statements included in this Quarterly Report.
Current report
The Proposed Business Combination is expected to close in the first quarter of 2027, subject to the receipt of the requisite approvals of our shareholders and TriGemX’s stockholders and the satisfaction or waiver of the other closing conditions described in Note 10 to our condensed financial statements included in this Quarterly Report, including a condition that Available Closing Cash (as defined in the Business Combination Agreement) equal at least $150,000,000. We intend to file the Registration Statement / Proxy Statement with the SEC in connection with the Proposed Business Combination. We cannot assure you that the Proposed Business Combination will be completed on the terms described above, on the anticipated timeline or at all. For a more complete description of the Business Combination Agreement and the related agreements, see Note 10 to our condensed financial statements included in this Quarterly Report and the Business Combination Agreement and related agreements filed as exhibits to our Current Report on Form 8-K reporting the entry into the Business Combination Agreement on October 18, 2026.
Current report
For the three months ended September 30, 2026, we had a net income of $24,176, which consisted of interest earned on cash held in the Trust Account of $483,311, offset by general and administrative costs of $459,135.
Current report
On August 4, 2026, we entered into a forward purchase contract providing for the purchase, on a private placement basis, of 2,000,000 Class A ordinary shares for $10.00 per share, or $20,000,000 in the aggregate, concurrently with the closing of an initial Business Combination. The subscriber’s subscription in the PIPE Financing is deemed to satisfy that commitment, and accordingly no Forward Purchase Shares are expected to be issued in addition to the shares to be issued in the PIPE Financing if the Proposed Business Combination is consummated. See Note 6 to our condensed financial statements included in this Quarterly Report.
Current report
The preparation of the unaudited condensed financial statements and notes thereto included in this Report under Item 1. “Financial Statements” in conformity with GAAP requires Management to make estimates and assumptions that affect the reported amounts of assets and liabilities, income and expenses, and the disclosure of contingent assets and liabilities, in our unaudited condensed financial statements. These accounting estimates require the use of assumptions about matters, some of which are highly uncertain at the time of estimation. Management bases its estimates on historical experience and on various other assumptions it believes to be reasonable under the circumstances, the results of which form the basis for making judgments, and we evaluate these estimates on an ongoing basis. To the extent actual experience differs from the assumptions used, our unaudited condensed financial statements and notes thereto included in this Report under Item 1. “Financial Statements” could be materially affected. As of September 30, 2026, the Company did not have any other critical accounting estimates requiring disclosure.
Current report
Recent Accounting Standards
Current report
Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our condensed financial statements.
Removed paragraphs (3)
Previous report
The underwriters had a 45-day option from the date of the Initial Public Offering to purchase up to 1,125,000 additional Public Shares to cover over-allotments at the Initial Public Offering price, less the underwriting discounts and commissions. On August 6, 2026, simultaneously with the closing of the Initial Public Offering, the underwriters elected to fully exercise their over-allotment option to purchase the additional 1,125,000 Public Shares at a price of $10.00 per Public Share.
Previous report
We entered into a forward purchase contract, in which the subscriber will purchase from us, on a private placement basis, 2,000,000 Forward Purchase Shares, for $10.00 per share, or an aggregate amount of $20,000,000, which will close concurrently with the closing of an initial Business Combination.
Previous report
The preparation of unaudited condensed financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the period reported. Making estimates requires management to exercise significant judgement. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could materially differ from those estimates. As of June 30, 2026, we did not have any critical accounting estimates to be disclosed.
Reworded paragraphs (11)
Previous wording
References in this report (the “Quarterly Report”) to “we,” “us” or the “Company” refer to TCGX Acquisition Corp. References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to TCGX Sponsor, LLC. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited condensed financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.
Current wording
References in this report (the “Quarterly Report”) to “we,” “us” or the “Company” refer to TCGX Acquisition Corp. References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to TCGX Sponsor, LLC. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.
Previous wording
This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Form 10-Q including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the completion of a potential Business Combination, the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements, including that the conditions to completion of an initial Business Combination are not satisfied. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s final prospectus for its Initial Public Offering filed with the SEC. The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.
Current wording
This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Form 10-Q including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the completion of the Proposed Business Combination (as defined below), the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements, including that the conditions of the Proposed Business Combination are not satisfied. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s final prospectus for its Initial Public Offering filed with the U.S. Securities and Exchange Commission (the “SEC”). The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.
Previous wording
We are a blank check company incorporated in the Cayman Islands on May 26, 2026 formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar Business Combination with one or more businesses. We intend to effectuate our Business Combination using cash derived from the proceeds of the Initial Public Offering and the sale of the Private Placement Shares, our shares, debt or a combination of cash, shares and debt.
Current wording
We are a blank check company incorporated in the Cayman Islands on May 26, 2026 formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or other similar Business Combination with one or more businesses. We intend to effectuate our Business Combination using cash derived from the proceeds of the Initial Public Offering and the sale of the Private Placement Shares, our shares, debt or a combination of cash, shares and debt.
Previous wording
We have neither engaged in any operations nor generated any revenues to date. Our only activities from May 26, 2026 (inception) through June 30, 2026 were organizational activities, those necessary to prepare for the Initial Public Offering, and subsequent to the closing of the Initial Public Offering, identifying a target company for a Business Combination. We do not expect to generate any operating revenues until after the completion of our Business Combination. We expect to generate non-operating income in the form of interest and/or dividend income on investments held in the Trust Account. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance, among other things), as well as for due diligence expenses.
Current wording
We have neither engaged in any operations nor generated any revenues to date. Our only activities from May 26, 2026 (inception) through September 30, 2026 were organizational activities, those necessary to prepare for the Initial Public Offering, described below, and identifying a target company for a Business Combination. We do not expect to generate any operating revenues until after the completion of our Business Combination. We generate non-operating income in the form of interest income on cash held in the Trust Account. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.
Previous wording
For the period from May 26, 2026 (inception) through June 30, 2026, we had a net loss of $67,614, which consisted of formation, general and administrative costs.
Current wording
For the period from May 26, 2026 (inception) through September 30, 2026, we had a net loss of $43,438, which consisted of general and administrative costs of $526,749, offset by interest earned on cash held in the Trust Account of $483,311.
Previous wording
Subsequent to the quarterly period covered by this Quarterly Report on Form 10-Q, on August 6, 2026, we consummated an Initial Public Offering of 8,625,000 Class A ordinary shares at $10.00 per Public Share, which includes the full exercise of the underwriters’ over-allotment option of 1,125,000 Public Shares, generating gross proceeds of $86,250,000. Simultaneously with the closing of the Initial Public Offering, we consummated the sale of 522,500 Private Placement Shares at a price of $10.00 per Private Placement Share to the Sponsor and the underwriters, for an aggregate purchase price of $5,225,000. Of those 522,500 Private Placement Shares, the Sponsor purchased 436,250 Private Placement Shares and the underwriters purchased 86,250 Private Placement Shares.
Current wording
On August 6, 2026, we consummated an Initial Public Offering of 8,625,000 Class A ordinary shares at $10.00 per Public Share, which includes the full exercise of the underwriters’ over-allotment option of 1,125,000 Public Shares, generating gross proceeds of $86,250,000. Simultaneously with the closing of the Initial Public Offering, we consummated the sale of 522,500 Private Placement Shares at a price of $10.00 per Private Placement Share to the Sponsor and the underwriters, for an aggregate purchase price of $5,225,000. Of those 522,500 Private Placement Shares, the Sponsor purchased 436,250 Private Placement Shares and the underwriters purchased 86,250 Private Placement Shares.
Previous wording
Following the closing of the Initial Public Offering and the sale of the Private Placement Shares, a total of $86,250,000 was placed in the Trust Account. We incurred $5,837,054, consisting of $1,725,000 of cash underwriting fee, $3,450,000 of deferred underwriting fee, and $662,054 of other offering costs.
Current wording
Following the closing of the Initial Public Offering and the sale of the Private Placement Shares, a total of $86,250,000 was placed in the Trust Account. We incurred transaction costs of $5,837,054, consisting of $1,725,000 of cash underwriting fees, $3,450,000 of deferred underwriting fees, and $662,054 of other offering costs.
Previous wording
For the period from May 26, 2026 (inception) through June 30, 2026, net cash used in operating activities was $0. Net loss of $67,614 was affected by the formation, general and administrative costs paid by Sponsor in exchange for issuance of Founder Shares of $18,207, formation, general and administrative costs paid through promissory note – related party of $43,395, and changes in accrued expenses of $6,012.
Current wording
For the period from May 26, 2026 (inception) through September 30, 2026, net cash used in operating activities was $365,569. Net loss of $43,438 was affected by the formation costs paid by the Sponsor in exchange for issuance of Class B ordinary shares of $18,207, Payment of general and administrative costs through advances from related party of $1,013, payment of general and administrative costs through promissory note – related party of $58,995 and interest earned on investment held in Trust Account of $483,311. Changes in operating assets and liabilities provided $82,965.
Previous wording
We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less income taxes payable), to complete our Business Combination. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.
Current wording
As of September 30, 2026, we had cash held in the Trust Account of $86,733,311 (which includes $483,311 of interest). We may withdraw interest from the Trust Account to pay taxes, if any. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less income taxes payable), to complete our Business Combination. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.
Previous wording
We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.
Current wording
As of September 30, 2026, we had cash of $2,672,345. We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.
Previous wording
The underwriters were entitled to a cash underwriting discount of $0.20 per Class A ordinary share, or $1,725,000 in the aggregate, which was paid to the underwriters upon the closing of the Initial Public Offering, of which (i) $0.10 per Public Share was paid to the underwriters in cash and (ii) $0.10 per Public Share was used by the underwriters to purchase Private Placement Shares. In addition, the underwriters are entitled to a deferred fee of $0.40 per Class A ordinary share, or $3,450,000 in the aggregate. The deferred fee will become payable to the underwriters for deferred underwriting commissions placed in a Trust Account located in the United States and released to the underwriters only upon the completion of an initial Business Combination, subject to the terms of the underwriting agreement.
Current wording
The underwriters are entitled to a deferred underwriting fee of $0.40 per Public Share, or $3,450,000 in the aggregate, which is held in the Trust Account and will be released to the underwriters only upon the completion of an initial Business Combination, subject to the terms of the underwriting agreement. For a description of the underwriting arrangements, including the cash underwriting discount paid at the closing of the Initial Public Offering and the full exercise of the underwriters’ over-allotment option, see Note 6 to our condensed financial statements included in this Quarterly Report.