TCGX Acquisition Corp. II

What the company does

TCGX Acquisition Corp. II 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. The company has not selected any specific business combination target and may pursue an initial business combination in any business or industry. Its sponsor is an affiliate of TCGX, a science-driven healthcare investment firm with approximately $5.1 billion in regulatory assets under management as of December 31, 2025.

Use of proceeds

Of the proceeds from this offering and the sale of the private placement shares, $100,000,000 ($10.00 per public share) will be deposited into a trust account located in the United States with Odyssey Transfer and Trust Company acting as trustee. The company intends to use cash from the proceeds of this offering, the sale of the private placement shares and forward purchase shares, and any equity or debt financing to complete its initial business combination.

Underwriters

Extracted from 424B4 0001193125-26-424217, filed Oct 16, 2026 and verified against that filing text.

Key risk factors

• Redemption rights may limit business combination optimization

  “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”

• Anti-dilution provisions may cause material dilution

  “We may issue additional Class A ordinary shares or preference shares to complete our initial business combination or under an employee incentive plan after completion of our initial business combination. We may also issue 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”

• Nominal purchase price of founder shares may dilute public shareholders

  “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”

• Failure to complete business combination within completion window

  “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.”

• Conflicts of interest from sponsor affiliations

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

• PRC regulatory risks for overseas listings

  “China's economic, political and social conditions, as well as changes in any government policies, laws and regulations, could have a material adverse effect on our business”

• Uncertainty in PRC laws and CSRC approval

  “If the approval of the CSRC is required in connection with this offering, we cannot predict whether we will be able to obtain such approval.”

• SPAC structure differs from Rule 419 protections

  “Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings.”