BEBE 10-Q
TGE Value Creative Solutions Corp (BEBE)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
For the quarterly period ended
OR
For the transition period from ________ to _________
Commission File Number:
(Exact name of Registrant as specified in its charter)
| (State or other jurisdiction of | (I.R.S. Employer | |
| incorporation or organization) | Identification Number) |
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days.
Indicate by check mark whether the registrant
has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405
of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| ☒ | Smaller reporting company | ||
| Emerging growth company |
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 13(a) of the Exchange Act.
Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
As of May 5, 2026, there were
TGE VALUE CREATIVE SOLUTIONS CORP
table of contents
| Page | ||
| PART I - FINANCIAL INFORMATION | 1 | |
| ITEM 1. | INTERIM FINANCIAL STATEMENTS | 1 |
| ITEM 2. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | 19 |
| ITEM 3 . | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | 23 |
| ITEM 4. | CONTROLS AND PROCEDURES | 23 |
| PART II - OTHER INFORMATION | 24 | |
| ITEM 1. | LEGAL PROCEEDINGS | 24 |
| ITEM 1A. | RISK FACTORS | 24 |
| ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS | 24 |
| ITEM 3. | DEFAULTS UPON SENIOR SECURITIES | 24 |
| ITEM 4. | MINE SAFETY DISCLOSURES | 24 |
| ITEM 5. | OTHER INFORMATION | 24 |
| ITEM 6. | EXHIBITS | 24 |
| SIGNATURES | 26 | |
i
Part I - FINANCIAL INFORMATION
Item 1. INTERIM FINANCIAL STATEMENTS
TGE Value Creative Solutions Corp
Condensed Balance Sheets
| March 31, | December 31, | |||||||
| 2026 | 2025 | |||||||
| (Unaudited) | (Audited) | |||||||
| US$ | US$ | |||||||
| Assets: | ||||||||
| Current assets: | ||||||||
| Cash at bank | ||||||||
| Prepaid expenses | ||||||||
| Total Current Assets | ||||||||
| Non-current assets: | ||||||||
| Investments held in Trust Account | ||||||||
| Total Non-current Assets | ||||||||
| Total Assets | ||||||||
| Liabilities, Class A Ordinary Shares Subject to Redemption, and Shareholders’ Deficit: | ||||||||
| Current liabilities: | ||||||||
| Accrued offering costs | ||||||||
| Accrued expenses | ||||||||
| Accounts payable | ||||||||
| Due to related party | ||||||||
| Promissory note – related party | ||||||||
| Total Current Liabilities | ||||||||
| Non-current liabilities: | ||||||||
| Deferred underwriting commissions | ||||||||
| Total Non-current Liabilities | ||||||||
| Total Liabilities | ||||||||
| Commitments and Contingencies (Note 7) | ||||||||
| Class A ordinary shares subject to redemption, $ | ||||||||
| Shareholders’ Deficit: | ||||||||
| Class B ordinary shares, $ | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total Shareholders’ Deficit | ( | ) | ( | ) | ||||
| Total Liabilities, Class A Ordinary Shares Subject to Redemption, and Shareholders’ Deficit | ||||||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
1
TGE Value Creative Solutions Corp
Unaudited Condensed Statement of Operations
For the Three Months Ended March 31, 2026
| US$ | ||||
| General and administrative expenses | ||||
| Loss from operations | ( | ) | ||
| Other income: | ||||
| Income on investments held in trust account | ||||
| Total other income, net | ||||
| Net income | ||||
| Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption | ||||
| Basic and diluted net earnings per share, Class A ordinary shares subject to possible redemption | ||||
| Basic and diluted weighted average shares outstanding, non-redeemable Class B ordinary shares | ||||
| Basic and diluted net earnings per share, non-redeemable Class B ordinary shares | ||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
2
TGE Value Creative Solutions Corp
Unaudited Condensed Statement of Changes in Shareholders’ Deficit
For the Three Months Ended March 31, 2026
| Class B Ordinary Shares |
Additional | Total | ||||||||||||||||||
| No. of shares |
Amount | Paid-In Capital |
Accumulated deficit |
Shareholder’s Deficit |
||||||||||||||||
| US$ | US$ | US$ | US$ | |||||||||||||||||
| Balance – December 31, 2025 | ( |
) | ( |
) | ||||||||||||||||
| Accretion of Class A ordinary shares subject to redemption value | — | ( |
) | ( |
) | |||||||||||||||
| Net income | — | |||||||||||||||||||
| Balance – March 31, 2026 | ( |
) | ( |
) | ||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
3
TGE Value Creative Solutions Corp
Unaudited Condensed Statement of Cash Flows
For the Three Months Ended March 31, 2026
| US$ | ||||
| Cash Flows from Operating Activities: | ||||
| Net income | ||||
| Adjustments to reconcile net income to net cash used in operating activities: | ||||
| Withdrawals from Trust for bank fee | ||||
| Income in investments held in trust account | ( | ) | ||
| Changes in operating assets and liabilities | ||||
| Accrued expenses | ||||
| Prepaid expenses | ( | ) | ||
| Due to related party | ||||
| Accounts payable | ||||
| Net cash used in operating activities | ( | ) | ||
| Net Change in Cash at Bank | ( | ) | ||
| Cash at Bank – Beginning of the period | ||||
| Cash at Bank – End of the period | ||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
4
TGE Value Creative Solutions Corp
NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS
NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
TGE Value Creative Solutions
Corp (the “Company”) was incorporated in the Cayman Islands on
As of March 31, 2026, the Company had not commenced any operations. All activity for the period from June 13, 2025 (date of incorporation) to March 31, 2026 relates to the Company’s formation and the proposed initial public offering (“Initial Public Offering”), which is described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end.
The registration statement
for the Company’s Initial Public Offering was declared effective on December 18, 2025. On December 22, 2025, the Company consummated
the initial public offering (the “Initial Public Offering”) of
Simultaneously with the closing
of the Initial Public Offering, the Company consummated the sale of
Transaction costs amounted
to $
The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination (less deferred underwriting commissions). There is no assurance that the Company will be able to complete a Business Combination successfully.
The Company must complete
one or more initial Business Combinations with one or more operating businesses or assets with a fair market value equal to at least
Following the closing of the
Initial Public Offering, an amount of $
5
TGE Value Creative Solutions
Corp
NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS
The Company will provide the
holders of the outstanding Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their
Public Shares either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means
of a tender offer in connection with the Business Combination. The decision as to whether the Company will seek shareholder approval of
a Business Combination or conduct a tender offer will be made by the Company. The Public Shareholders will be entitled to redeem their
Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $
The Company will not redeem
Public Shares in an amount that would cause its net tangible assets to be less than $
Notwithstanding the foregoing,
if the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules,
the Articles of Association will provide that a Public Shareholder, together with any affiliate of such shareholder 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 (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate
of
The Sponsor has agreed (a) to
waive its redemption rights with respect to the Founder Shares and Public Shares held by it in connection with the completion of a Business
Combination and (b) not to propose an amendment to the Articles of Association (i) to modify the substance or timing of the
Company’s obligation to allow redemptions in connection with a Business Combination or to redeem
If the Company has not completed
a Business Combination within
6
TGE Value Creative Solutions
Corp
NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS
The Sponsor has agreed to
waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination
Period. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to
liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period.
The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 7) held in the Trust Account
in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will
be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the
event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than
the Initial Public Offering price per Unit ($
In order to protect the amounts
held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party (other
than the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective
target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account
to below (i) $
Liquidity and Capital Resources
As of March 31, 2026, the Company
had $
Risks and Uncertainties
The United States and global markets are experiencing volatility and disruption following the geopolitical instability resulting from the ongoing Russia-Ukraine conflict and the recent escalation of the Israel-Hamas conflict. In response to the ongoing Russia-Ukraine conflict, the North Atlantic Treaty Organization (“NATO”) deployed additional military forces to eastern Europe, and the United States, the United Kingdom, the European Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus and related individuals and entities, including the removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication payment system. Certain countries, including the United States, have also provided and may continue to provide military aid or other assistance to Ukraine and to Israel, increasing geopolitical tensions among a number of nations. The invasion of Ukraine by Russia and the escalation of the Israel-Hamas conflict and the resulting measures that have been taken, and could be taken in the future, by NATO, the United States, the United Kingdom, the European Union, Israel and its neighboring states and other countries have created global security concerns that could have a lasting impact on regional and global economies. Although the length and impact of the ongoing conflicts are highly unpredictable, they could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions and increased cyber-attacks against U.S. companies. Additionally, any resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets.
7
TGE Value Creative Solutions
Corp
NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS
Furthermore, changes to policy implemented by the U.S. Congress, the Trump administration or any new administration have impacted and may in the future impact, among other things, the U.S. and global economy, international trade relations, unemployment, immigration, healthcare, taxation, the U.S. regulatory environment, inflation and other areas. For example, during the prior Trump administration, increased tariffs were implemented on goods imported into the U.S., particularly from China, Canada, and Mexico. Historically, tariffs have led to increased trade and political tensions, between not only the U.S. and China, but also between the U.S. and other countries in the international community. In response to tariffs, other countries have implemented retaliatory tariffs on U.S. goods.
Any of the above mentioned factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian invasion of Ukraine, the Israel-Hamas conflict and subsequent sanctions or related actions, and tariff on imports from foreign countries could adversely affect the Company’s search for an initial business combination and any target business with which the Company may ultimately consummate an initial Business Combination.
NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the U.S. Securities and Exchange Commission (“SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, the accompanying unaudited condensed financial statements do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows.
In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the period presented.
The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, which contains the audited financial statements and notes thereto. The financial information as of December 31, 2025 is derived from the audited financial statements presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. The interim results for the three months ended March 31, 2026 are not necessarily indicative of the results to be expected for the year ending December 31, 2026 or for any future periods.
Emerging Growth Company
The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
8
TGE Value Creative Solutions
Corp
NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS
Use of Estimates
The preparation of financial statement in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement and the reported amounts of expenses during the reporting period.
Making estimates requires management to exercise significant judgment. 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 differ significantly from those estimates.
Cash and Cash Equivalents
The Company considers all
short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $
Investments held in Trust Account
Concentration of Credit Risk
Financial instruments that
potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times,
may exceed the Federal Deposit Insurance Corporation coverage limit of $
Offering Costs Associated with the Initial Public Offering
The Company complies with the requirements of ASC 340-10-S99 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A — “Expenses of Offering.” Offering costs consist principally of professional and registration fees that are related to the Initial Public Offering. FASB ASC 470-20, “Debt with Conversion and Other Options,” addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company applies this guidance to allocate Initial Public Offering proceeds from the Units between Class A ordinary shares and warrants, using the residual method by allocating Initial Public Offering proceeds first to assigned value of the warrants and then to the Class A ordinary shares. Offering costs allocated to the Class A ordinary shares were charged to temporary equity and offering costs allocated to the Public and Private Placement Warrants were charged to shareholders’ deficit as Public and Private Placement Warrants after management’s evaluation were accounted for under equity treatment.
Income Taxes
The Company follows the asset and liability method of accounting for income taxes under ASC 740,“Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.
9
TGE Value Creative Solutions Corp
NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS
NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statements recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were unrecognized tax benefits and amounts accrued for interest and penalties as of March 31, 2026 and December 31, 2025. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.
The Company is an exempted
Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax
filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was
Fair Value of Financial Instruments
The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature.
Fair value is defined as the price that would be received for sale of an asset or paid to transfer of a liability in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:
| ● | Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; |
| ● | Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and |
| ● | Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. |
Derivative Financial Instruments
The Company evaluates its financial
instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with
ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities,
the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with
changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such
instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are
classified in the balance sheet as current or non-current based on whether or not net cash settlement or conversion of the instrument
could be required within 12 months of the balance sheet date. The underwriters’ over-allotment option is deemed to be a freestanding
financial instrument indexed on the shares subject to redemption and will be accounted for as a liability until fully exercised or upon
the expiration of the
10
TGE Value Creative Solutions Corp
NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS
Warrant Instruments
The Company accounts for the
Public Warrants and Private Placement Warrants issued in connection with the Initial Public Offering and the private placement in accordance
with the guidance contained in FASB ASC Topic 815, “Derivatives and Hedging”. Warrants that meet the criteria for classification
as equity are recorded as a component of equity at the time of issuance, with no subsequent remeasurement required. Direct and incremental
transaction costs related to the issuance of equity-classified warrants are recorded as a reduction to additional paid-in capital. Upon
exercise, the carrying amount of the warrants is reclassified to additional paid-in capital, and no gain or loss is recognized. If warrants
expire unexercised, the carrying amount remains in equity. Accordingly, the Company evaluated the classification of the warrant instruments
and accounted for the Warrants under equity treatment at their relative fair values. There are
Net income Per Ordinary Share
The Company has two classes of shares, Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. The Company complies with the accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share”. Net income per share is computed by dividing net income by the weighted average number of ordinary shares outstanding for the period. Accretion associated with redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value.
The Company has not considered
the effect of the
The following table presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per ordinary share for each class of ordinary shares:
| For the Three Months Ended | ||||||||
| March 31, 2026 | ||||||||
| Class A | Class B | |||||||
| Redeemable | Non-redeemable | |||||||
| Basic and diluted net income per ordinary shares: | ||||||||
| Numerator: | ||||||||
| Allocation of net income, basic and diluted | $ | $ | ||||||
| Denominator: | ||||||||
| Basic and diluted weighted average ordinary shares outstanding | ||||||||
| Basic and diluted net income per ordinary share | $ | $ | ||||||
11
TGE Value Creative Solutions Corp
NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS
Class A Ordinary Shares Subject to Possible Redemption
The Public Shares contain a
redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, or if there
is a shareholder vote or tender offer in connection with the Company’s initial Business Combination. In accordance with ASC 480-10-S99,
the Company classifies Public Shares subject to possible redemption outside of permanent equity as the redemption provisions are not solely
within the control of the Company. The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying
value of redeemable shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial
Public Offering, the Company recognized the accretion from initial book value to redemption value. The change in the carrying value of
redeemable shares will result in charges against additional paid-in capital (to the extent available) and accumulated deficit. Accordingly,
as of March 31, 2026, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside
of the shareholders’ deficit section of the Company’s balance sheet.
| US$ | ||||
| Gross proceeds | ||||
| Less: | ||||
| Proceeds allocated to Public Warrants | ( | ) | ||
| Proceeds allocated of the over-allotment option to Class A ordinary shares | ( | ) | ||
| Offering costs allocated to Class A ordinary shares subject to possible redemption | ( | ) | ||
| Plus: | ||||
| Accretion of Class A ordinary shares subject to possible redemption | ||||
| Class A ordinary shares subject to possible redemption at December 31, 2025 | ||||
| Accretion of Class A ordinary shares subject to possible redemption | ||||
| Class A ordinary shares subject to possible redemption at March 31, 2026 | ||||
Recently Issued Accounting Standards
In November 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-07, “Segment reporting (Topic 280): Improvements to Reportable Segment Disclosures” (“ASU 2023-07”). The amendments in this ASU require disclosures, on an annual and interim basis, of significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”), as well as the aggregate amount of other segment items included in the reported measure of segment profit or loss. The ASU requires that a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. Public entities will be required to provide all annual disclosures currently required by Topic 280 in interim periods, and entities with a single reportable segment are required to provide all the disclosures required by the amendments in this ASU and existing segment disclosures in Topic 280. The ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company adopted ASU 2023-07 on June 13, 2025, the date of its inception.
12
TGE Value Creative Solutions Corp
NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS
NOTE 3 — INITIAL PUBLIC OFFERING
Pursuant to the Initial Public
Offering, on December 22, 2025, the Company offered
Each Unit will consist of
NOTE 4 — PRIVATE PLACEMENTS
Simultaneously with the closing
of the Initial Public Offering, the Sponsor purchased an aggregate of
NOTE 5 — SEGMENT INFORMATION
ASC Topic 280, Segment Reporting, establishes standards for companies to report, in their financial statements, information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise that engage in business activities from which it may recognize revenues and incur expenses, and for which separate financial information is available that is regularly evaluated by the Company’s CODM, or group, in deciding how to allocate resources and assess performance.
As a Special Purpose Acquisition Company (SPAC), the Company is formed for the sole purpose of effecting a business combination and does not conduct any operating activities prior to the completion of the business combination. The Company does not generate any revenue and incurs only administrative and formation expenses during this pre-combination period.
The Company’s CODM evaluates performance and allocates resources solely based on the Company’s overall results during this pre-combination phase. As such, management has determined that the Company operates as a reportable segment.
| ● | Net Income or Loss: Primarily driven by administrative expenses and interest income on investments held in the trust account. |
| ● | Total Assets: Comprised mainly of cash at bank and investments held in the trust account. |
Until the completion of a business combination, the Company will continue to operate as a single reportable segment.
13
TGE Value Creative Solutions
Corp
NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS
NOTE 6 — RELATED PARTIES
Founder Shares
On July 16, 2025, the
Sponsor purchased
On December 19, 2025, the
Sponsor transferred a total of
The Sponsor has agreed, subject
to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) six months
after the completion of the initial Business Combination or earlier if, subsequent to the initial Business Combination, the closing price
of the Class A ordinary shares equals or exceeds $
Promissory Note — Related Party
On July 31, 2025, the
Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company may borrow
up to an aggregate principal amount of $
14
TGE Value Creative Solutions Corp
NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS
NOTE 6 — RELATED PARTIES (cont.)
Administrative Services Agreement
Commencing on the date the
Units are first listed on the New York Stock Exchange, the Company has agreed to pay the Sponsor or an affiliate a total of $
As of March 31, 2026 and December
31, 2025, there is $
Working Capital Loans
In order to finance transaction
costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers
and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working
Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion of a Business Combination, without interest,
or, at the lender’s discretion, up to $
NOTE 7 — COMMITMENTS AND CONTINGENCIES
Registration Rights
The holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any ordinary shares issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of Initial Public Offering requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to Class A ordinary shares).The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not be required to effect or permit any registration or cause any registration statement to become effective until the securities covered thereby are released from their lock-up restrictions. The Company will bear the expenses incurred in connection with the filing of any such registration statements.
Underwriting Agreement
The Company granted the underwriters
a
The underwriters were paid
a cash underwriting discount of $
15
TGE Value Creative Solutions Corp
NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS
NOTE 8 — SHAREHOLDER’S (DEFICIT) EQUITY
Preference Shares — The
Company is authorized to issue
Class A Ordinary
Shares - The Company is authorized to issue
Class B Ordinary
Shares — The Company is authorized to issue
Only holders of the Class B ordinary shares will have the right to vote on the election of directors prior to the Business Combination. Holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of our shareholders except as otherwise required by law. In connection with our initial business combination, the Company may enter into a shareholders’ agreement or other arrangements with the shareholders of the target or other investors to provide for voting or other corporate governance arrangements that differ from those in effect upon completion of this offering.
The Class B ordinary
shares will convert into Class A ordinary shares concurrently with or immediately following the initial Business Combination, or
earlier at the option of the holder, on a
As of March 31, 2026 and December
31, 2025, there were
The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have no oblig’ation to settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those Class A ordinary shares is available, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of residence of the exercising holder, or an exemption from registration is available.
16
TGE Value Creative Solutions
Corp
NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS
The Company has agreed that
as soon as practicable, but in no event later than
Redemption of Warrants
When the Price per Class A Ordinary Shares Equals or Exceeds $
| ● | in whole and not in part; |
| ● | at a price of $ |
| ● | upon a minimum of |
| ● | if, and only if, the closing price of our Class A ordinary shares equals or exceeds per share
(as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like and for certain issuances of ordinary
shares and equity-linked securities for capital raising purposes in connection with the completion of our initial business combination
as described elsewhere in this prospectus) (which is referred to as the “Reference Value”) for any |
The Company will not redeem
the Public Warrants for cash unless a registration statement under the Securities Act covering the issuance of the Class A ordinary
shares issuable upon exercise of the public warrants is then effective and a current prospectus relating to those Class A ordinary
shares is available throughout the
If the Company calls the Public
Warrants for redemption as described above, the Company will have the option to require all holders that wish to exercise such warrants
to do so on a “cashless basis.” In such event, each holder would pay the exercise price by surrendering the warrants for that
number of Class A ordinary shares equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary
shares underlying the warrants, multiplied by the excess of the “fair market value” (as defined below) of the shares of Class A
ordinary shares over the exercise price of the public warrants by (y) the fair market value. The “fair market value”
means the volume weighted average price of the Class A ordinary shares as reported during the ten (
The Private Placement Warrants
will be identical to the Public Warrants underlying the Units being sold in the Initial Public Offering, except that the Private
Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable,
assignable or saleable until
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TGE Value Creative Solutions Corp
NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS
NOTE 9 — FAIR VALUE MEASUREMENTS
The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date.
Recurring Fair Value Measurements
The following table presents information about the Company’s recurring fair value measurements as of March 31, 2026 and December 31, 2025, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:
| Level | March 31, 2026 | |||||||
| US$ | ||||||||
| Assets: | ||||||||
| Investments held in Trust Account | 1 | |||||||
| Level | December 31, 2025 | |||||||
| US$ | ||||||||
| Assets: | ||||||||
| Investments held in Trust Account | 1 | |||||||
Non- Recurring Fair Value Measurements
Upon consummating the Initial
Public Offering on December 22, 2025, the Public Warrants were valued using a Black-Scholes Simulation Model, resulting in a fair value
of $
| December 22, 2025 |
||||
| Implied ordinary share price | $ | |||
| Exercise price | $ | |||
| Simulation term (years) | ||||
| Risk-free rate | % | |||
| Estimated implied volatility | % | |||
| Market adjustment | % | |||
| Calculated value per warrant | $ | |||
NOTE 10 — SUBSEQUENT EVENTS
The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date that the financial statements were issued. Based upon this review, other than noted below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.
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Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
References in this Quarterly Report on Form 10-Q (the “Quarterly Report”) to “we,” “us” or the “Company” refer to TGE Value Creative Solutions Corp. References to our “Management” refer to our officers, and references to the “Sponsor” refer to TGE SpiderNet Capital Group 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.
Cautionary Note Regarding Forward-Looking Statements
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 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 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 Annual Report on Form 10-K 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.
Overview
We are a blank check company incorporated on June 13, 2025 under the laws of the Cayman Islands as an exempted company with limited liability and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more business (“Business Combination”). 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 Warrants, our shares, debt or a combination of cash, shares and debt. 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.
We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete a Business Combination will be successful.
We may seek to extend the combination period consistent with applicable laws, regulations and stock exchange rules by amending our amended and restated memorandum and articles of association. Such an amendment would require the approval of our public shareholders, who will be provided the opportunity to redeem all or a portion of their Public Shares in connection with the vote on such approval. Such redemptions will decrease the amount held in our Trust Account and our capitalization.
In 2024, the SEC adopted additional rules and regulations relating to SPACs (the “2024 SPAC Rules”). The 2024 SPAC Rules require, among other matters, (i) additional disclosures relating to (a) SPAC sponsors and related persons; (b) SPAC Business Combination transactions; (c) dilution and conflicts of interest involving sponsors and their affiliates in connection with proposed Business Combination transactions; (d) projections included in SEC filings in connection with proposed Business Combination transactions; and (ii) the requirement that both the SPAC and its target company be co-registrants in connection with registration statements relating to proposed Business Combination transactions. In addition, the SEC’s adopting release provided guidance describing circumstances in which a SPAC could become subject to regulation under the Investment Company Act, including its duration, asset composition, business purpose, and the activities of the SPAC and its management team. The 2024 SPAC Rules may materially affect our ability to negotiate and complete our initial Business Combination and may increase the costs and time related thereto.
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Results of Operations
We have neither engaged in any operations nor generated any revenues to date. Our only activities from June 13, 2025 (inception) through March 31, 2026 were organizational activities, those activities necessary to prepare for the Initial Public Offering, described below, and subsequent to 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 generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering and sale of Private Placement Warrants 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), as well as for due diligence expenses.
For the three months ended March 31, 2026, we had net income of $1,109,516 which consisted of $1,213,410 of interest income on investments held in the Trust Account offset by $103,894 of general and administrative costs.
For the period from June 13, 2025 (inception) through March 31, 2026, we had net income of $1,255,347, which consisted of $1,323,191 of interest income on investments held in the Trust Account and $126,000 of change in fair value in over-allotment option liability offset by $193,844 of general and administrative costs.
Factors That May Adversely Affect our Results of Operations
Our results of operations and our ability to complete a Business Combination may be adversely affected by various factors, many of which are beyond our control, including economic uncertainty and volatility in the financial markets. Our results of operations and our ability to consummate a Business Combination could be impacted by, among other things, downturns in the financial markets or in economic conditions, increases in oil prices, inflation, fluctuations in interest rates, increases in tariffs, supply chain disruptions, declines in consumer confidence and spending, public health considerations, and geopolitical instability, such as the military conflicts in Ukraine, Iran and the rest of Middle East. We cannot at this time predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact our business and our ability to complete a Business Combination.
Liquidity and Capital Resources
Until the consummation of our Initial Public Offering, our only source of liquidity was an initial purchase of shares of Class B ordinary shares, par value $0.0001 per share, by our Sponsor and loans from our Sponsor.
On December 22, 2025, we consummated our Initial Public Offering of 15,000,000 units. Each unit consists of one Class A ordinary share and one-half of one redeemable warrant of the Company. The units were sold at a price of $10.00 per unit, generating gross proceeds to us of $150,000,000. Simultaneously with the closing of the Initial Public Offering, our Sponsor purchased 5,300,000 private placement warrants at a price of $0.50 per warrant and Cohen & Company Capital Markets, the underwriter of the Initial Public Offering, purchased 1,764,706 private placement warrants at a price of $0.85 per warrant, generating aggregate gross proceeds to us of $4,150,000.
In connection with the Initial Public Offering, we incurred offering costs of approximately $9,790,284 (including $6,000,000 of deferred underwriting fee). Other incurred offering costs consisted principally of preparation fees related to the Initial Public Offering. After deducting the underwriting discounts and commissions (excluding the deferred portion, which amount will be payable upon consummation of the initial business combination, if consummated) and the Initial Public Offering expenses, $150,000,000 of the proceeds from our Initial Public Offering and from the private placement of the private placement warrants (or $10.00 per unit sold in the Initial Public Offering) was placed in the trust account.
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For the three months ended March 31, 2026, cash used in operating activities was $40,878. Net income of $1,109,516 was affected by income in investments held in trust account of $1,213,410 and partially offset by payment of bank charges through the trust account of $2,450 and changes in operating assets and liabilities of $60,566.
As of March 31, 2026, we had cash held in trust account of $151,320,741. We may withdraw interest from the trust account to pay income taxes and up to $100,000 to pay dissolution expenses. 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 permitted withdrawals), 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. For the three months ended March 31, 2026, there were no withdrew on the cash held in trust account.
As of March 31, 2026, we had cash at bank of $642,920 for working capital purpose. 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.
On July 31, 2025, our Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $250,000. The Promissory Note is non-interest bearing. As of March 31, 2026, there was $150,426 outstanding borrowings under the Promissory Note.
In order to fund working capital deficiencies or finance transaction costs in connection with our Business Combination, our Sponsor, or certain of our officers and directors or their affiliates may, but are not obligated to, loan us funds as may be required. If we complete a Business Combination, we would repay such loaned amounts. In the event that a Business Combination does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds from our trust account would be used for such repayment. Up to $2,000,000 of such loans may be convertible into private placement warrants of the post Business Combination entity at a price of $0.50 per warrant at the option of the lender. Such warrants would be identical to the private placement warrants. The terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. As of March 31, 2026, there were no amounts outstanding under the working capital loan. Prior to the completion of our initial Business Combination, we do not expect to seek loans from parties other than our Sponsor or an affiliate of our Sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account.
We do not believe we will need to raise additional funds in order to meet the expenditures required for operating our business. However, if our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our initial Business Combination. Moreover, we may need to obtain additional financing either to complete our Business Combination or because we become obligated to redeem a significant number of our Public Shares upon completion of our Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination.
We may need to raise additional capital through loans or additional investments from our Sponsor, shareholders, officers, directors or third parties. Our officers, directors and our Sponsor may, but are not obligated to, loan us funds as may be required. Accordingly, we may not be able to obtain additional financing. If we are unable to raise additional capital, we may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. We cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. The unaudited condensed financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should we be unable to continue as a going concern.
To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that we hold investments held in the Trust Account, we may, at any time, based on our Management’s ongoing assessment of all factors related to our potential status under the Investment Company Act, instruct the trustee to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in cash or in an interest-bearing demand deposit account at a bank.
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We initially have until December 22, 2027 to consummate our initial business combination (assume no extensions). If we do not complete our initial business combination, we may trigger an automatic winding up, dissolution and liquidation pursuant to the terms of our amended and restated memorandum and articles of association. Notwithstanding management’s belief that we would have sufficient funds to execute its business strategy, there is a possibility that business combination might not happen during the completion window.
Off-Balance Sheet Arrangements
We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of March 31, 2026. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.
Contractual Obligations
We do not have any long-term debt obligations, capital lease obligations, operating lease obligations, purchase obligations, off-balance sheet arrangements or long-term liabilities other than described as below.
Administrative Service Fee
We entered into an agreement with our Sponsor on December 18, 2025, pursuant to which we agreed to pay our Sponsor up to $2,500 per month for office space, utilities, secretarial and administrative support services provided to members of our management team. For the three months ended March 31, 2026, we incurred $8,306 for these services.
Underwriting Agreement
The underwriter was entitled to a cash underwriting discount of $0.20 per unit, or 2%, or $3,000,000 in aggregate, paid at the closing of our Initial Public Offering.
In addition, the underwriter is entitled to a deferred fee of up to $0.40 per unit, or 4% of the gross proceeds of the offering, or up to $6,000,000 in the aggregate. The deferred fee will be payable to the underwriters from the amounts held in the trust account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement, and such deferred fee shall be due to the underwriter solely on amounts remaining in the trust account following all properly submitted shareholder redemptions, including in connection with the consummation of our initial Business Combination.
Registration Rights
The holders of the (i) founder shares, (ii) private placement warrants, and (iii) private placement warrants that may be issued upon conversion of working capital loans will have registration rights to require us to register a sale of any of our securities held by them pursuant to a registration rights agreement signed on the effective date of our Initial Public Offering.
The holders of these securities are entitled to make up to three demands, excluding short form demands, that we register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to our completion of our initial business combination. We will bear the expenses incurred in connection with the filing of any such registration statements.
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Critical Accounting Estimates
The preparation of the 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 periods reported. Actual results could materially differ from those estimates. However, none of these estimates and assumptions have been identified as critical accounting estimates.
Recent Accounting Pronouncements
Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the financial statements and notes thereto contained elsewhere in this Report.
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.
Item 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are controls and other procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer (together, the “Certifying Officers”), or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.
Under the supervision and with the participation of our Management, including our Certifying Officers, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on the foregoing, our Certifying Officers concluded that our disclosure controls and procedures were effective as of March 31, 2026.
We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.
Changes in Internal Control Over Financial Reporting
There was no change in our internal control over financial reporting that occurred during the fiscal quarter of 2026 covered by this Report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
23
Part II - OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
From time to time, we may be party to legal proceedings that arise in the ordinary course of our business. We do not believe there are any pending legal proceedings that, individually or in the aggregate, will have a material adverse effect on the company’s financial condition, results of operations or cash flows.
Item 1A. RISK FACTORS
As a smaller reporting company under Rule 12b-2 of the Exchange Act, we are not required to include risk factors in this Report. In addition to the other information set forth in this Report and our other filings with the SEC, see the section titled “Risk Factors” contained in our Annual Report on Form 10-K for the year ended December 31, 2025. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risks could arise that may also affect our business or ability to consummate an initial Business Combination. We may disclose changes to such risk factors or disclose additional risk factors from time to time in our future filings with the SEC.
Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Unregistered Sales of Equity Securities
None.
Use of Proceeds
For a description of the use of proceeds generated in our Initial Public Offering and the private placement, see Part II, Item 5 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as filed with the SEC. There has been no material change in the planned use of proceeds from our Initial Public Offering and the private placement as described in the IPO Registration Statement. The specific investments held in our Trust Account may change from time to time.
Item 3. DEFAULTS UPON SENIOR SECURITIES
None.
Item 4. MINE SAFETY DISCLOSURES
None.
Item 5. OTHER INFORMATION
None.
Item 6. EXHIBITS
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| * | Filed herewith. |
| ** | Furnished herewith. |
25
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| TGE Value Creative Solutions Corp | ||
| Date: May 13, 2026 | /s/ Xavier Zee | |
| Name: | Xavier Zee | |
| Title: | Chief Executive Officer | |
| (Principal Executive Officer) | ||
| Date: May 13, 2026 | /s/ Samuel Chau | |
| Name: | Samuel Chau | |
| Title: | Director and Chief Financial Officer | |
| (Principal Accounting Officer) | ||
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