TGE Value Creative Solutions Corp 10-K

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. (a) Market Information Our units, Class A ordinary shares and warrants are each traded on the NYSE under the symbols “BEBE U,” “BEBE” and “BEBE WS,” respectively. Our units commenced public trading on December 19, 2025. Our Class A ordinary shares and warrants began separate trading on February 6, 2026. (b) Holders As of March 9, 2026, there was one holder of record of our units, one holder of record of our Class A ordinary shares, six holders of record of our Class B ordinary shares and three holders of record of our warrants. (c) Dividends We have not paid any cash dividends on our ordinary shares to date and do not intend to pay cash dividends prior to the completion of our initial business combination. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of our initial business combination. The payment of any cash dividends subsequent to our initial business combination will be within the discretion of our board of directors at such time. In addition, our board of directors is not currently contemplating and does not anticipate declaring any share dividends in the foreseeable future. Further, if we incur any indebtedness in connection with a business combination, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith. (d) Securities Authorized for Issuance Under Equity Compensation Plans None. (e) Performance Graph The performance graph has been omitted as permitted under rules applicable to smaller reporting companies. (f) Recent Sales of Unregistered Securities; Use of Proceeds from Registered Offerings Unregistered Sales On July 16, 2025, our sponsor paid $25,000, or approximately $0.004 per share, to cover certain of our expenses in exchange for 5,750,000 founder shares. Prior to our Initial Public Offering, our sponsor transferred an aggregate of 718,750 of its founder shares to our directors, officers and advisor. 750,000 of the 5,750,000 founder shares were surrendered for no consideration on December 22, 2025 (including the forfeiture of 93,750 shares out of 718,750 founder shares held by our directors, officers and advisor). On December 22, 2025 and 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. These issuances were made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. No underwriting discounts or commissions were paid with respect to such sales. 61 Use of Proceeds 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. Cohen & Company Capital Markets served as sole book-running manager for our Initial Public Offering. The securities sold in the Initial Public Offering were registered under the Securities Act on a registratio n statement on Form S-1 (No. 333-289690). The SEC declared the registration statements effective on December 18, 2025. On December 22, 2025 and 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. $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. There has been no material change in the planned use of proceeds from such use as described in the Company’s final prospectus (File No. 333-289690) filed with the Commission on August 29, 2024. Item 6. [Reserved]. Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the audited financial statements and the notes related thereto which are included in “Item 8. Financial Statements and Supplementary Data” of this Annual Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements. Certain information contained in the discussion and analysis set forth below includes forward-looking statements. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those set forth under “Cautionary Note Regarding Forward-Looking Statements and Risk Factor Summary,” “Item 1A. Risk Factors” and elsewhere in this Annual Report. 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 businesses. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions directly or indirectly, with any business combination target with respect to an initial business combination with us. We intend to effectuate our initial business combination using cash from the proceeds of our Initial Public Offering and the private placement of the private placement warrants, the proceeds of the sale of our shares in connection with our initial business combination (pursuant to forward purchase agreements or backstop agreements we may enter into prior to or following the consummation of our Initial Public Offering or otherwise), shares issued to the owners of the target, debt issued to bank or other lenders or the owners of the target, or a combination of the foregoing. 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. 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 December 31, 2025 were organizational activities, those necessary to prepare for the Initial Public Offering, described below, and subsequent to our Initial Public Offering, identifying a target company for our initial business combination. We do not expect to generate any operating revenues until after the completion of our initial business combination. We generate non-operating income in the form of interest income from the proceeds derived from our Initial Public Offering 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. 62 For the period from June 13, 2025 (inception) through December 31, 2025, we had net income of $145,831, which consisted of change on over-allotment liability of $126,000 and income on investments held in trust account of $109,781 partially offset by general and administrative cost of $89,950. 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. For the period from June 13, 2025 (inception) through December 31, 2025, cash used in operating activities was $7,602 . Net income of $145,831 was affected by change in fair value of over-allotment option liability of $126,000 and income in investments held in trust account of $109,781 and partially offset by payment of formation costs through promissory note of $867 and changes in operating assets and liabilities of $81,481 . As of December 31, 2025, we had cash held in trust account of $150,000,000 . 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 period from June 13, 2025 (inception) through December 31, 2025 and up to March 23, 2026, we did not withdraw any interest earned on the cash held in trust account, for working capital purposes. As of December 31, 2025, we had cash at bank of $683,798 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. In order to fund working capital deficiencies or finance transaction costs in connection with our initial 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 December 31, 2025, 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. 63 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. 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 December 31, 2025. 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 period from June 13, 2025 (inception) through December 31, 2025, we did not incur any fee 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. 64 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. We have identified the following critical accounting estimates: Recent Accounting Standards Our management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our financial statements. Item 7.A. Quantitative and Qualitative Disclosure 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.