TGE Value Creative Solutions Corp 10-K

Item 8. Financial Statements and Supplementary Data. This information appears following Item 15 of this Annual Report and is included herein by reference. Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. None. Item 9.A. Controls and Procedures. Disclosure Controls and Procedures Evaluation of Disclosure Controls and Procedures Disclosure controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized, and reported within the time period specified in the SEC’s rules and forms. Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including the chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure. As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2025. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective. Management believes that the financial statements included in this Form 10-K present fairly in all material respects our financial position, results of operations and cash flows for the period presented. 65 Management’s Report on Internal Controls over Financial Reporting As required by SEC rules and regulations implementing Section 404 of the Sarbanes-Oxley Act, our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external reporting purposes in accordance with GAAP. Our internal control over financial reporting includes those policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our company, (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors, and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect errors or misstatements in our financial statements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree or compliance with the policies or procedures may deteriorate. Management assessed the effectiveness of our internal control over financial reporting at December 31, 2025. In making these assessments, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated Framework (2013). Based on our assessments and those criteria, management determined that we did maintain effective internal control over financial reporting as of December 31, 2025. This Annual Report on Form 10-K does not include an attestation report of our independent registered public accounting firm due to our status as an emerging growth company under the JOBS Act. Changes in Internal Control over Financial Reporting There were no changes in our internal control over financial reporting during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Internal Control over Financial Reporting This Annual Report does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of our registered public accounting firm due to a transition period established by rules of the SEC for newly public companies. Item 9.B. Other Information. None. Item 9.C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspection. Not Applicable. 66 PART III. Item 10. Directors, Executive Officers and Corporate Governance. Our current directors and executive officer are as follows: Name Age Position Feridun Hamdullahpur 71 Co-Chairperson of the Board of Directors and Independent Director Joanne Shoveller 65 Co-Chairperson of the Board of Directors and Independent Director Samuel Chau 44 Director and Chief Financial Officer Xavier Zee 51 Chief Executive Officer Dr. Feridun Hamdullahpur is co-chairperson of our board of directors and an independent director. Dr. Hamdullahpur is also the co-chairperson of the board of directors and an independent director of TGE, chairman of the executive management committee and an independent director of AMTD Digital Inc. and the chairman and independent director of AMTD IDEA Group. He currently serves as the Chancellor of International Business University. Dr. Hamdullahpur served as the sixth president and vice-chancellor of the University of Waterloo from 2010 to 2021. Prior to that, he served as a vice-president academic and provost at the University of Waterloo from September 2009 to September 2010. Dr. Hamdullahpur has served as a member of the strategic advisory board of Sorbonne University since 2014, and member of the international advisory board of King Abdulaziz University since 2017. He has served as chair of the Waterloo Global Science Initiative since 2016. In 2022, Dr. Hamdullahpur was named a member of the Order of Canada. In 2015, Dr. Hamdullahpur was appointed chair of the Leadership Council for Digital Infrastructure in Canada. Dr. Hamdullahpur was named a fellow of the Canadian Academy of Engineering in July 2014 and was awarded the Queen Elizabeth II Diamond Jubilee Medal in January 2013 in acknowledgement of his leadership in education and innovation. In 2019, he received the recognition of Knight of the order of Palmes Academiques awarded by the Republic of France. Dr. Hamdullahpur graduated from the Technical University of Istanbul with a bachelor’s degree in mechanical engineering in 1976 and a master’s degree in mechanical engineering from Technical University of Istanbul in 1979. Dr. Hamdullahpur received his Ph.D. in chemical engineer from the Technical University of Nova Scotia in 1985. Joanne Shoveller is co-chairperson of our board of directors and an independent director. She is also the co-chairperson of the board of directors and an independent director of TGE and the co-chairperson of the board of directors and an independent director of AMTD Digital Inc. Currently, she is the President of Overture Consulting Inc. She has been the president and vice chancellor of International Business University from 2022 to 2024, and has served on the executive team of four higher education institutions, including the University of Waterloo from 2017 to 2021 and INSEAD Business School from 2012 to 2016. Prior to that, Ms. Shoveller held progressive roles in part-time and continuing education, university advancement and the Ivey Business School at Western University. In 1997 she was assigned to Hong Kong as part of the small team that founded Ivey’s Asian campus, executive MBA, research, case-writing and fundraising programs. In 2001 Ms. Shoveller influenced the successful closure of the Ivey Campaign then assumed leadership of the Ivey MBA program until 2004, diversifying and strengthening its student cohort and steering curriculum development. Ms. Shoveller led the advancement teams at the University of Guelph from 2004 to 2012 and INSEAD Business School in France from 2012 to 2016, building alumni, donor and corporate relations, multiplying charitable giving, contributing to strategic direction and launching two capital campaigns. With a strong focus on business — university partnerships, Ms. Shoveller has volunteered and consulted with organizations based in North America, Europe, Asia, Australia and Africa, from which she brings a rich international perspective to her work, along with unique insights into the student, faculty, employer and alumni experience. Ms. Shoveller holds a Bachelor of Arts from Wilfrid Laurier University, an MBA from Ivey Business School, Western University and achieved the ICD.D, June 2022 designation from the Institute of Corporate Directors, through the University of Toronto ICD-Rotman, Directors Education Program, April 2022. Samuel Chau is our director and chief financial officer. He is also the chief financial officer of TGE. Mr. Chau was admitted to the partnership of Deloitte Touche Tohmatsu in 2016, and has over 20 years of professional experience in providing assurance, business advisory, and capital market services to companies. Mr. Chau obtained his bachelor’s degree in business administration in The University of Hong Kong in 2001. Mr. Chau is currently a fellow member of Hong Kong Institute of Certified Public Accountants and member of The Institute of Chartered Accountants in England and Wales. 67 Xavier Zee is our chief executive officer. Mr. Zee is the chief financial officer of AMTD IDEA Group (NYSE: AMTD; SGX: HKB) and AMTD Digital Inc. (NYSE: HKD). Mr. Zee was admitted to the partnership of PricewaterhouseCoopers in 2008 and has over 24 years of professional experience in providing assurance, business advisory, and capital market services to companies, especially in the financial service industry. Mr. Zee obtained his bachelor’s degree in business administration with first class honors in The Chinese University of Hong Kong in 1996. Mr. Zee is currently a member of Hong Kong Institute of Certified Public Accountants and American Institute of Certified Public Accountants, and is a Chartered Global Management Accountant. Director Independence So long as we obtain and maintain a listing for our securities on the NYSE, a majority of our board of directors generally must be independent, subject to certain limited exceptions set forth under the rules of the NYSE. An “independent director” is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship which in the opinion of the company’s board of directors, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. We have two “independent directors” as defined in the NYSE rules and applicable SEC rules. Our board of directors has determined that each of Dr. Feridun Hamdullahpur and Joanne Shoveller is an “independent director” as defined in the NYSE listing standards and applicable SEC rules. Our independent directors will have regularly scheduled meetings at which only independent directors are present. Number, Terms of Office and Election of Officers and Director Our board of directors consists of three member selected as a single class who shall hold office until the expiration of his/her term, until his/her successor shall have been duly elected and qualified or until his earlier death, resignation or removal. Prior to our initial Business Combination, holders of our founder shares will have the right to appoint all of our directors and remove members of the board of directors for any reason, and holders of our Public Shares will not have the right to vote on the appointment of directors during such time. These provisions of our amended and restated memorandum and articles of association may only be amended by a special resolution passed by a majority of at least 90% of Class B ordinary shares attending and voting in a general meeting. In accordance with NYSE corporate governance requirements, we are not required to hold an annual general meeting until the completion of our initial business combination. Our officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office. Our board of directors is authorized to appoint officers as it deems appropriate pursuant to our amended and restated memorandum and articles of association. Committees of the Board of Directors Our board of directors has three standing committees — an audit committee in compliance with Section 3(a)(58)(A) of the Exchange Act, a compensation committee and a nominating committee, each comprised of independent directors. Each committee operates under a charter that was approved by our board of directors and has the composition and responsibilities described below. The charter of each committee is available on our website. Audit Committee Dr. Feridun Hamdullahpur and Joanne Shoveller serve as members of our audit committee, and Dr. Feridun Hamdullahpur chairs the audit committee. Under the NYSE listing standards and applicable SEC rules, all the directors on the audit committee must be independent. Each member of the audit committee is financially literate and our board of directors has determined that Dr. Feridun Hamdullahpur qualifies as an “audit committee financial expert” as defined in applicable SEC rules and has accounting or related financial management expertise. We have adopted an audit committee charter, which details the principal functions of the audit committee, including: ● appointing the independent auditors and pre-approving all auditing and non-auditing services permitted to be performed by the independent auditors; 68 ● reviewing with the independent auditors any audit problems or difficulties and management’s response; ● discussing the annual audited financial statements with management and the independent auditors; ● reviewing the adequacy and effectiveness of our accounting and internal control policies and procedures and any steps taken to monitor and control major financial risk exposures; ● reviewing and approving all proposed related party transactions; ● meeting separately and periodically with management and the independent auditors; and ● monitoring compliance with our code of business conduct and ethics, including reviewing the adequacy and effectiveness of our procedures to ensure proper compliance. Compensation Committee Dr. Feridun Hamdullahpur and Joanne Shoveller serve as members of our compensation committee. Joanne Shoveller chairs the compensation committee. Under the NYSE listing standards, all the directors on the compensation committee must be independent. We have adopted a compensation committee charter, which details the principal functions of the compensation committee, including: ● reviewing and approving, or recommending to the board for its approval, the compensation for the chief executive officer and other executive officers; ● reviewing and recommending to the board for determination with respect to the compensation of non-employee directors; ● reviewing periodically and approving any incentive compensation or equity plans, programs similar arrangements; and ● selecting compensation consultant, legal counsel or other adviser only after taking into consideration all factors relevant to that person’s independence from management. Notwithstanding the foregoing, as indicated above, other than reimbursement of expenses and the payment to an affiliate of our sponsor of $2,500 per month, for up to 24 months, for office space, utilities and secretarial and administrative support, no compensation of any kind, including finders, consulting or other similar fees, will be paid to any of our existing shareholders, officers, directors or any of their respective affiliates, prior to, or for any services they render in order to effectuate the consummation of an initial business combination. Accordingly, it is likely that prior to the consummation of an initial business combination, the compensation committee will only be responsible for the review and recommendation of any compensation arrangements to be entered into in connection with such initial business combination. The charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, independent legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by the NYSE and the SEC. Nominating and Corporate Governance Committee Members of our nominating and corporate governance are Dr. Feridun Hamdullahpur and Joanne Shoveller. Dr. Feridun Hamdullahpur serves as chair of the nominating and corporate governance committee. Under the NYSE listing standards, all the directors on the nominating and corporate governance committee must be independent. We have adopted a nominating and corporate governance committee charter, which details the purpose and responsibilities of the nominating and corporate governance committee, including: ● selecting and recommending to the board nominees for election by the shareholders or appointment by the board; 69 ● reviewing annually with the board the current composition of the board with regards to characteristics such as independence, knowledge, skills, experience and diversity; ● making recommendations on the frequency and structure of board meetings and monitoring the functioning of the committees of the board; and ● advising the board periodically with regards to significant developments in the law and practice of corporate governance as well as compliance with applicable laws and regulations, and making recommendations to the board on all matters of corporate governance and on any remedial action to be taken. The charter also provides that the nominating and corporate governance committee may, in its sole discretion, retain or obtain the advice of, and terminate, any search firm to be used to identify director candidates, and will be directly responsible for approving the search firm’s fees and other retention terms. We have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating nominees for director, the board of directors considers educational background, diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our shareholders. Prior to our initial business combination, holders of our public shares will not have the right to recommend director candidates for nomination to our board of directors. Compensation Committee Interlocks and Insider Participation None of our officers currently serves, or in the past year has served, as a member of the compensation committee of any entity that has one or more officers serving on our board of directors. Section 16(a) Beneficial Ownership Reporting Compliance Section 16(a) of the Exchange Act requires our officers, directors and persons who beneficially own more than ten percent of our ordinary shares to file reports of ownership and changes in ownership with the SEC. These reporting persons are also required to furnish us with copies of all Section 16(a) forms they file. Based solely upon a review of such forms, we believe that during the year ended December 31, 2025 there were no delinquent filers. Conflicts of Interest Under Cayman Islands law, directors and officers owe the following fiduciary duties: ● duty to act in good faith in what the director or officer believes to be in the best interests of the company as a whole; ● duty to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose; ● directors should not improperly fetter the exercise of future discretion; ● duty to exercise powers fairly as between different sections of shareholders; ● duty not to put themselves in a position in which there is a conflict between their duty to the company and their personal interests; and ● duty to exercise independent judgment. In addition to the above, directors also owe a duty of care and skill which is not fiduciary in nature. This duty has been defined as a requirement to act as a reasonably diligent person having both the general knowledge, skill and experience that may reasonably be expected of a person carrying out the same functions as are carried out by that director in relation to the company and the general knowledge skill and experience of that director. As set out above, directors have a duty not to put themselves in a position of conflict and this includes a duty not to engage in self-dealing, or to otherwise benefit as a result of their position at the expense of the company. However, in some instances what would otherwise be a breach of this duty can be forgiven and/or authorized in advance by the shareholders provided that there is full disclosure by the directors. This can be done by way of permission granted in the memorandum and articles of association or alternatively by shareholder approval at general meetings. 70 Our non-independent directors and officers serve as directors or officers of one or more of our related companies (including TGE). Our officers and directors have fiduciary duties to us. Likewise, any such persons who serve in similar capacities at any of the related companies have fiduciary duties to that company’s shareholders. Therefore, such persons may have conflicts of interest or the appearance of conflicts of interest with respect to matters involving or affecting us and one or more of the related companies to which they owe fiduciary duties. Each of our directors and officers presently has, and in the future may further have, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present acquisition opportunities to such entity before he or she presents such opportunity to us. Also, TGE plans to and our sponsor and our directors and officers may sponsor, invest or otherwise become involved with, other blank check companies, including in connection with their initial business combinations. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity to which he or she has then-current fiduciary or contractual obligations to present such opportunity to any of the related companies or to any other entity, he or she may only present such opportunity to us if such other entity rejects the opportunity. Because TGE, our sponsor and our officers and directors may sponsor or form other special purpose acquisition companies similar to ours or may pursue other business or investment ventures during the period in which we are seeking an initial business combination, such companies, businesses or investments may present additional conflicts of interest in pursuing an initial business combination. These conflicts may not be resolved in our favor and a potential target business may be presented to another entity prior to its presentation to us, subject to fiduciary duties under Cayman Islands law. We may also pursue an Affiliated Joint Acquisition opportunity with an entity to which an officer or director has a fiduciary or contractual obligation. Any such entity may co-invest with us in the target business at the time of our initial business combination, or we could raise additional proceeds to complete the acquisition by issuing to such entity a class of equity or equity-linked securities. Pursuing an Affiliated Joint Acquisition opportunity with our sponsor, or one or more affiliates, including TGE, or other opportunity with an entity to which an officer or director has a fiduciary or contractual obligation, may present additional interests of our sponsor or our officer or director that conflicts with the interests of our public shareholders. TGE has direct and indirect interests in subsidiaries and other companies which are engaged in a broad array of industries, including media and entertainment. Conflicts may arise from TGE’s indirect ownership of our company, as well as from actions undertaken by any its subsidiaries. Additionally, TGE may take commercial steps which may have an adverse effect on us, including with respect to any target we acquire in the initial business combination. Moreover, our directors and officers may own shares and options to purchase share in one or more of our related companies. These ownership interests and/or such disparity could create, or appear to create, potential conflicts of interest when the applicable individuals are faced with decisions that could have different implications for our company and the related companies. Below is a table summarizing the entities to which our officers and directors currently have fiduciary duties or contractual obligations: Individual Entity Entity’s Business Affiliation Dr. Feridun Hamdullahpur The Generation Essentials Group A group that focuses global strategies and developments in multi-media, entertainment, and cultural affairs worldwide as well as hospitality and VIP services Co-Chairperson and Independent Director AMTD Digital Inc. A comprehensive digital solutions platform headquartered in France. Its one-stop digital solutions platform operates key business lines including digital media, content and marketing services, investments as well as hospitality and VIP services Chairman of the Executive Management Committee and an Independent Director AMTD IDEA Group A diversified institution and digital solutions group connecting companies and investors with global markets Chairman and Independent Director Joanne Shoveller The Generation Essentials Group A group that focuses global strategies and developments in multi-media, entertainment, and cultural affairs worldwide as well as hospitality and VIP services Co-Chairperson and Independent Director AMTD Digital Inc. A comprehensive digital solutions platform headquartered in France. Its one-stop digital solutions platform operates key business lines including digital media, content and marketing services, investments as well as hospitality and VIP services Independent Director Samuel Chau The Generation Essentials Group A group that focuses global strategies and developments in multi-media, entertainment, and cultural affairs worldwide as well as hospitality and VIP services Chief Financial Officer Xavier Zee AMTD IDEA Group A diversified institution and digital solutions group connecting companies and investors with global markets Chief Financial Officer AMTD Digital Inc. A comprehensive digital solutions platform headquartered in France. Its one-stop digital solutions platform operates key business lines including digital media, content and marketing services, investments as well as hospitality and VIP services Chief Financial Officer 71 Accordingly, if any of the above officers or directors become aware of a business combination opportunity which is suitable for any entities to which he or she has then-current fiduciary or contractual obligations (including the entities above), he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such entity, and only present it to us if such entity rejects the opportunity and he or she determines to present the opportunity to us. Potential investors should also be aware of the following other potential conflicts of interest: ● Our officers and directors are not required to, and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our operations and our search for a business combination and their other businesses. We do not intend to have any full-time employees prior to the completion of our initial business combination. Each of our officers is engaged in several other business endeavors for which he may be entitled to substantial compensation, and our officers are not obligated to contribute any specific number of hours per week to our affairs. ● In the course of their other business activities, our officers and directors may become aware of investment and business opportunities that may be appropriate for presentation to us as well as the other entities of which they are also officers or directors. Our management may be required to present such business opportunities to such entities before presenting such opportunity to us. ● Our initial shareholders own founder shares. Our sponsor, officers and directors have entered into the Letter Agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares and public shares in connection with the completion of our initial business combination. Additionally, our sponsor, officers and directors have agreed to waive their rights to liquidating distributions from the trust account with respect to their founder shares if we fail to complete our initial business combination within the prescribed time frame. The low price that our initial shareholders, paid for the founder shares creates an incentive whereby our initial shareholders and members of our management team and our directors could potentially make a substantial profit even if we select an acquisition target that subsequently declines in value and is unprofitable for public shareholders. Our initial shareholders acquired private placement warrants in a private placement that closed simultaneously with our Initial Public Offering. If we do not complete our initial business combination within the prescribed time frame, the private placement warrants will expire worthless. However, our initial shareholders will be entitled to redemption rights and liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within the prescribed time frame. Furthermore, our sponsor, officers and directors have agreed not to transfer, assign or sell any of their founder shares and any Class A ordinary shares issuable upon conversion thereof until the earlier to occur of: (i) 180 days after the completion of our initial business combination or (ii) the date following the completion of our initial business combination on which we complete a liquidation, merger, share exchange or other similar transaction that results in all of our shareholders having the right to exchange their ordinary shares for cash, securities or other property. Notwithstanding the foregoing, if the closing price of our Class A ordinary shares equals or exceeds $11.50 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing after our initial business combination, the founder shares will be released from the lockup. The private placement warrants (including the Class A ordinary shares issuable upon exercise of the private placement warrants) will not be transferable until 30 days following the completion of our initial business combination. Because members of our management team and our directors own and are expected to continue to own, directly or indirectly, founders shares and/or private placement warrants which securities will be worthless if we fail to complete a business combination, they 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. ● Our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. 72 We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers, or directors or completing the business combination through a joint venture or other form of shared ownership with our sponsor, officers or directors. In the event we seek to complete our initial business combination with a company that is affiliated with our sponsor, officers, or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm that is a member of FINRA or another independent firm that commonly renders valuation opinions for the type of company we are seeking to acquire or an independent accounting firm that such an initial business combination is fair to our company from a financial point of view. Our shareholders may not be provided with a copy of such opinion and they may not be able to rely upon such opinion. We are not required to obtain such an opinion in any other context. Furthermore, in no event will our sponsor or any of our existing officers or directors, or any of their respective affiliates, be paid by the company any finder’s fee, consulting fee or other compensation prior to, or for any services they render in order to effectuate, the completion of our initial business combination. Further, commencing on the date our securities are first listed on the NYSE, we will also pay our sponsor or an affiliate of up to $2,500 per month for office space, utilities and secretarial and administrative services provided to members of our management team. We cannot assure you that any of the above mentioned conflicts will be resolved in our favor. In the event that we submit our initial business combination to our public shareholders for a vote, our sponsor, officers and directors have agreed to vote their founder shares, and they and the other members of our management team have agreed to vote their founder shares and any shares purchased during or after the offering in favor of our initial business combination. Limitation on Liability and Indemnification of Officers and Directors Cayman Islands law does not limit the extent to which a company’s memorandum and articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against willful default, fraud or the consequences of committing a crime. Our amended and restated memorandum and articles of association provide for indemnification of our officers and directors to the maximum extent permitted by law, including for any liability incurred in their capacities as such, except through their own actual fraud, willful default or willful neglect. We expect to purchase a policy of directors’ and officers’ liability insurance that insures our officers and directors against the cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify our officers and directors. Our officers and directors have agreed, and any persons who may become officers or directors prior to the initial business combination will agree, to waive any right, title, interest or claim of any kind in or to any monies in the trust account, and to waive any right, title, interest or claim of any kind they may have in the future as a result of, or arising out of, any services provided to us and will not seek recourse against the trust account for any reason whatsoever (except to the extent they are entitled to funds from the trust account due to their ownership of public shares). Accordingly, any indemnification provided will only be able to be satisfied by us if (i) we have sufficient funds outside of the trust account or (ii) we consummate an initial business combination. Our indemnification obligations may discourage shareholders from bringing a lawsuit against our officers or directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against our officers and directors, even though such an action, if successful, might otherwise benefit us and our shareholders. Furthermore, a shareholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against our officers and directors pursuant to these indemnification provisions. We believe that these provisions, the insurance and the indemnity agreements are necessary to attract and retain talented and experienced officers and directors. Item 11. Executive Compensation. None of our directors or officers have received any cash compensation for services rendered to us. Commencing on the date that our securities are first listed on the NYSE through the earlier of consummation of our initial business combination and our liquidation, we will pay our sponsor or an affiliate of up to $2,500 per month for office space, utilities, secretarial and administrative support services provided to members of our management team. In addition, our sponsor, officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee will review on a quarterly basis all payments that were made to our sponsor, officers or directors, or our or their affiliates. Any such payments prior to an initial business combination will be made from funds held outside the trust account or funds withdrawn for any permitted withdrawals. Other than quarterly audit committee review of such reimbursements, we do not expect to have any additional controls in place governing our reimbursement payments to our directors and officers for their out-of-pocket expenses incurred in connection with our activities on our behalf in connection with identifying and consummating an initial business combination. Other than these payments and reimbursements, no compensation of any kind, including finder’s and consulting fees, will be paid by the Company to our sponsor, officers and directors, or any of their respective affiliates, prior to completion of our initial business combination. 73 It is possible that some or all of our officers and directors may negotiate employment or consulting arrangements with the post-transaction company after our initial business combination. Any such arrangements will be disclosed in the proxy solicitation or tender offer materials, as applicable, furnished to our shareholders in connection with a proposed business combination, to the extent they are known at such time. We are not party to any agreements with our directors and officers that provide for benefits upon termination of employment. The existence or terms of any such employment or consulting arrangements may influence our management’s motivation in identifying or selecting a target business, but we do not believe that such arrangements will be a determining factor in our decision to proceed with any potential business combination. We have adopted our Clawback Policy covering our executive officers. Our Clawback Policy provides that in the event of a required accounting restatement, our compensation committee will seek reimbursement of the portion of any incentive-based compensation that would not have been paid had our financial statements been correctly stated. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. The following table sets forth information available to us at March 23, 2026 with respect to our ordinary shares held by: ● each person known by us to be the beneficial owner of more than 5% of our outstanding shares of common stock; ● each of our executive officers and directors; and ● all our executive officers and directors as a group. Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all ordinary shares beneficially owned by them. The following table does not reflect record or beneficial ownership of the private placement warrants and public warrants as these warrants are not exercisable within 60 days of March 23, 2026. Class A Ordinary Shares Class B Ordinary Shares Beneficially Owned Approximate Percentage of Class Issued and Outstanding Ordinary Shares Beneficially Owned Approximate Percentage of Class Issued and Outstanding Ordinary Shares Approximate Percentage of Total Issued and Outstanding Ordinary Shares Approximate Percentage of Voting Control Name and Address of Beneficial Owner (1)(2) TGE SpiderNet Capital Group LLC (3) - - 4,375,000 87.5 % 21.9 % 21.9 % Feridun Hamdullahpur - - 12,500 0.25 % 0.1 % 0.1 % Joanne Shoveller - - 12,500 0.25 % 0.1 % 0.1 % Samuel Chau - - 175,000 3.5 % 0.9 % 0.9 % Xavier Zee - - 175,000 3.5 % 0.9 % 0.9 % All directors, officers and director as a group - - 375,000 7.5 % 1.9 % 1.9 % Other 5% shareholders Lineage Point Capital LP (4) 1,100,000 7.3 % - - 5.5 % 5.5 % Aristeia Capital, L.L.C. (5) 1,021,200 6.8 % - - 5.1 % 5.1 % AQR Entities (6) 808,912 5.4 % - - 4.0 % 4.0 % Millennium Entities (7) 900,000 6 % - - 4.5 % 4.5 % (1) Unless otherwise noted, the business address of each of the following is 66 rue Jean-Jacques Rousseau, 75001 Paris, France. (2) Class B ordinary shares will convert into Class A ordinary shares automatically concurrently with or immediately following the consummation of our initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment. (3) TGE SpiderNet Capital Group LLC, our sponsor, is the record holder of the shares reported herein. TGE SpiderNet Capital Group LLC is a Cayman Islands limited liability company and is wholly owned by TGE. (4) According to a Schedule 13G/A filed with the SEC on March 3, 2026, Lineage Point Capital LP has sole voting and dispositive power over units representing 1,021,200 Class A ordinary shares. The address of the principal business office of Lineage Point Capital LP is 2660 S. Ocean Blvd, Apt 602N, Palm Beach, Florida 33480. 74 (5) According to a Schedule 13G filed with the SEC on February 17, 2026, Aristeia Capital, L.L.C. has sole voting and dispositive power over units representing 1,100,000 Class A ordinary shares. The address of the principal business office of Aristeia Capital, L.L.C. is One Greenwich Plaza, Suite 300, Greenwich, CT 06830. (6) According to a Schedule 13G filed with the SEC on February 12, 2026, AQR Capital Management, LLC, AQR Capital Management Holdings, LLC and AQR Arbitrage, LLC have shared voting and dispositive power over units representing 808,912 Class A ordinary shares. AQR Capital Management, LLC is a wholly owned subsidiary of AQR Capital Management Holdings, LLC. AQR Arbitrage, LLC is deemed to be controlled by AQR Capital Management, LLC. The address of each of the principal business office of each of AQR Capital Management, LLC, AQR Capital Management Holdings, LLC and AQR Arbitrage, LLC is One Greenwich Plaza, Suite 130, Greenwich, CT 06830. (7) Represents 900,000 Class A ordinary shares that may be deemed to be beneficially owned by Millennium Management LLC, Millennium Group Management LLC and Mr. Englander. These securities are held by entities subject to voting control and investment discretion by Millennium Management LLC and/or other investment managers that may be controlled by Millennium Group Management LLC (the managing member of Millennium Management LLC) and Mr. Englander (the sole voting trustee of the managing member of Millennium Group Management LLC). The foregoing should not be construed in and of itself as an admission by Millennium Management LLC, Millennium Group Management LLC or Mr. Englander as to beneficial ownership of the securities held by such entities. The address of the principal business office of each of Millennium Management LLC, Millennium Group Management LLC and Mr. Englander is 399 Park Avenue New York, New York 10022. Information derived from a Schedule 13G filed with the SEC on December 19, 2025. Our initial shareholders beneficially own 25% of the issued and outstanding ordinary shares. Only holders of Class B ordinary shares will have the right to vote on any resolution of shareholders to appoint or remove directors prior to or in connection with the completion of our initial business combination. Holders of our public shares will not have the right to vote on the appointment of any directors to our board of directors prior to our initial business combination. Because of this ownership block, our initial shareholders may be able to effectively influence the outcome of all other matters requiring approval by our shareholders, including amendments to our amended and restated memorandum and articles of association and approval of significant corporate transactions including our initial business combination. Simultaneously with the closing of our Initial Public Offering, (i) our sponsor purchased 5,300,000 private placement warrants at $0.50 per warrant (for an aggregate purchase price of $2,650,000), and the underwriter used $0.10 per unit of underwriting discounts and commissions to which it received to purchase 1,764,706 private placement warrants at $0.85 per warrant (for an aggregate purchase price of $1,500,000). A portion of the purchase price of the private placement warrants was added to the proceeds from our Initial Public Offering and held in the trust account such that at the time of closing of our Initial Public Offering $150,000,000 was held in the trust account. Each private placement warrant is exercisable to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as provided herein. If we do not complete our initial business combination within the completion window, the proceeds of the sale of the private placement warrants held in the trust account will be used to fund the redemption of our public shares (subject to the requirements of applicable law) and the private placement warrants will expire worthless. The private placement warrants are not redeemable by us and are exercisable on a cashless basis. The private placement warrants are subject to the transfer restrictions described below. Private placement warrants held by the underwriter and/or its designees (i) will not be exercisable more than five years from the commencement of sales in our Initial Public Offering in accordance with FINRA Rule 5110(g)(8)(A); (ii) do not have more than one demand registration right at our expense in compliance with FINRA Rule 5110(g)(8)(B); (iii) do not have a demand registration right with a duration of more than five years from the commencement of sales of our Initial Public Offering in compliance with FINRA Rule 5110(g)(8)(C); (iv) do not have piggyback registration rights with a duration of more than seven years from the commencement of sales of our Initial Public Offering in compliance with FINRA Rule 5110(g)(8)(D); and (v) the private placement warrants held by the underwriter and/or its designees have anti-dilution terms that are consistent with FINRA Rule 5110(g)(8)(E) and (F). TGE SpiderNet Capital Group LLC, our sponsor, and our officers and directors are deemed to be our “promoters” as such term is defined under the federal securities laws. 75 Transfers of Founder Shares and Private Placement Warrants The founder shares, private placement warrants and any Class A ordinary shares issued upon conversion or exercise thereof are each subject to transfer restrictions pursuant to lock-up provisions in the agreement entered into by our the underwriter, sponsor and management team. Those lock-up provisions provide that such securities are not transferable or salable (i) in the case of the founder shares, until the earlier of (A) 180 days after the completion of our initial business combination or earlier if, subsequent to our initial business combination, the closing price of the Class A ordinary shares equals or exceeds $11.50 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing after our initial business combination and (B) the date following the completion of our initial business combination on which we complete a liquidation, merger, share exchange or other similar transaction that results in all of our shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property and (ii) in the case of the private placement warrants and any Class A ordinary shares issuable upon conversion or exercise thereof, until 30 days after the completion of our initial business combination except in each case (a) to the Company’s or Cohen’s directors, officers, advisors or consultants, any affiliates or family members of any of the Company’s or Cohen’s directors, officers, advisors or consultants, any direct or indirect members of our sponsor or Cohen or any affiliates of our sponsor or Cohen; (b) in the case of an individual, as a gift to such person’s immediate family or to a trust, the beneficiary of which is a member of such person’s immediate family, an affiliate of such person or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of such person; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement or in connection with the consummation of a business combination at prices no greater than the price at which the shares or warrants were originally purchased; (f) by virtue of the laws of the Cayman Islands or our sponsor’s limited liability company agreement upon dissolution of our sponsor or by virtue of the laws of the State of New York or Cohen’s organizational documents upon dissolution of Cohen, (g) in the event of our liquidation prior to our consummation of our initial business combination; (h) in the event that, subsequent to our consummation of an initial business combination, we complete a liquidation, merger, share exchange or other similar transaction which results in all of our shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property; (i) to a nominee or custodian of a person or entity to whom a transfer would be permissible under clauses (a) through (f); provided, however, that in the case of clauses (a) through (f) and clause (i) these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions and the other restrictions contained in the Letter Agreement. Private placement warrants purchased by Cohen will also be subject to lock-up restrictions, as required by FINRA Rule 5110(e)(1) and may not be sold during the offering, or sold, transferred, assigned, pledged, or hypothecated, or be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of such securities by any person for a period of 180 days immediately following December 18, 2025 (being the date of effectiveness of the registration statement of our Initial Public Offering) or commencement of sales of the offering, except as provided in FINRA Rule 5110(e)(2). Except for the contractual restriction of the lock-up and applicable securities laws, there is no other restriction on the sponsor or its beneficial owner’s ability to share, sell or otherwise dispose of part or all of the interests in our sponsor. In addition, some permissible transactions, such as the transfer of founder shares from our sponsor to an officer or consultant of the company, or the issuance of new securities of the sponsor to a third party, may change the ownership structure among the sponsor and the management, or, though not expected by the sponsor, result in a change of control in respect of the company or the control of the company by another party. Registration Rights The holders of the (i) founder shares, which were issued in a private placement prior to the closing of our Initial Public Offering, (ii) private placement warrants, which were issued in a private placement simultaneously with the closing of our Initial Public Offering and the Class A ordinary shares underlying such 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 December 18, 2025. 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. Notwithstanding anything to the contrary, private placement warrants held by the underwriter and/or its designees (i) do not have more than one demand registration right at our expense in compliance with FINRA Rule 5110(g)(8)(B); (ii) do not have a demand registration right with a duration of more than five years from the commencement of sales of the public offering in compliance with FINRA Rule 5110(g)(8)(C); and (iii) do not have piggyback registration rights with a duration of more than seven years from the commencement of sales of the public offering in compliance with FINRA Rule 5110(g)(8)(D). Equity Compensation Plans As of December 31, 2025, we had no compensation plans (including individual compensation arrangements) under which equity securities were authorized for issuance. 76 Item 13. Certain Relationships and Related Transactions, and Director Independence. 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). Simultaneously with the closing of our Initial Public Offering, (i) our sponsor purchased 5,300,000 private placement warrants at $0.50 per warrant (for an aggregate purchase price of $2,650,000), and the underwriter used $0.10 per unit of underwriting discounts and commissions to which it received to purchase 1,764,706 private placement warrants at $0.85 per warrant (for an aggregate purchase price of $1,500,000). Pursuant to the Letter Agreement we have entered into with our sponsor, we have agreed not to enter into a definitive agreement regarding a business combination without the prior written consent of our sponsor. We have entered into a services agreement and facilities sharing agreement pursuant to which we will pay TGE and certain of its affiliates a total of $2,500 per month for office space, administrative and support services. Upon completion of our initial business combination or any liquidation, we may cease paying some or all of these monthly fees. No compensation of any kind, including finder’s and consulting fees, will be paid by the company to TGE, our sponsor, officers and directors, or any of their respective affiliates, for services rendered prior to or in connection with the completion of an initial business combination. However, these individuals will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee will review on a quarterly basis all payments that were made to our sponsor, officers, directors or our or their affiliates. On July 31, 2025, our sponsor issued an unsecured promissory note to us, pursuant to which we may borrow up to an aggregate principal amount of $250,000. The promissory note is non-interest bearing and payable on the earlier of (i) December 31, 2025 or (ii) the consummation of our Initial Public Offering. Prior to the closing of our Initial Public Offering, we withdrew $17,500 under the promissory note. As of December 31, 2025, $150,426 remained outstanding under the promissory note. In addition, in order to finance transaction costs in connection with an intended initial business combination, our sponsor or an affiliate of our sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required on a non-interest basis. If we complete an initial business combination, we would repay such loaned amounts. In the event that the initial 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. Except as set forth above, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. Any of the foregoing payments to our sponsor, repayments of loans from our sponsor or repayments of working capital loans prior to our initial business combination will be made using funds held outside the trust account or funds withdrawn for any permitted withdrawals. After our initial business combination, members of our management team who remain with us may be paid consulting, management or other fees from the combined company with any and all amounts being fully disclosed to our shareholders, to the extent then known, in the proxy solicitation or tender offer materials, as applicable, furnished to our shareholders. It is unlikely the amount of such compensation will be known at the time of distribution of such tender offer materials or at the time of a general meeting held to consider our initial business combination, as applicable, as it will be up to the directors of the post-combination business to determine executive and director compensation. We have entered into a registration rights agreement with respect to the founder shares and private placement warrants, see “Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters — Registration Rights.” 77 Policy for Approval of Related Party Transactions The audit committee of our board of directors have adopted a policy setting forth the policies and procedures for its review and approval or ratification of “related party transactions.” A “related party transaction” is any consummated or proposed transaction or series of transactions: (i) in which the company was or is to be a participant; (ii) the amount of which exceeds (or is reasonably expected to exceed) the lesser of $120,000 or 1% of the average of the company’s total assets at year end for the prior two completed fiscal years in the aggregate over the duration of the transaction (without regard to profit or loss); and (iii) in which a “related party” had, has or will have a direct or indirect material interest. “Related parties” under this policy will include: (i) our directors, nominees for director or officers; (ii) any record or beneficial owner of more than 5% of any class of our voting securities; (iii) any immediate family member of any of the foregoing if the foregoing person is a natural person; and (iv) any other person who maybe a “related person” pursuant to Item 404 of Regulation S-K under the Exchange Act. Pursuant to the policy, the audit committee will consider (i) the relevant facts and circumstances of each related party transaction, including if the transaction is on terms comparable to those that could be obtained in arm’s-length dealings with an unrelated third party, (ii) the extent of the related party’s interest in the transaction, (iii) whether the transaction contravenes our code of ethics or other policies, (iv) whether the audit committee believes the relationship underlying the transaction to be in the best interests of the company and its shareholders and (v) the effect that the transaction may have on a director’s status as an independent member of the board and on his or her eligibility to serve on the board’s committees. Management will present to the audit committee each proposed related party transaction, including all relevant facts and circumstances relating thereto. Under the policy, we may consummate related party transactions only if our audit committee approves or ratifies the transaction in accordance with the guidelines set forth in the policy. The policy does not permit any director or officer to participate in the discussion of, or decision concerning, a related person transaction in which he or she is the related party. Item 14. Principal Accountant Fees and Services. The firm of Assentsure PAC, acts as our independent registered public accounting firm. The following is a summary of fees paid to Assentsure PAC for services rendered. Audit Fees . During the period from June 13, 2025 (inception) through December 31, 2025, fees for our independent registered public accounting firm were approximately $34,000 for the services Assentsure PAC performed in connection with our Initial Public Offering and the audit of our December 31, 2025 financial statements included in this Annual Report. Audit-Related Fees . During the period from June 13, 2025 (inception) through December 31, 2025, fees for our independent registered public accounting firm were approximately $20,000 for assurance and related services related to the performance of the audit or review of financial statements. Tax Fees . During the period from June 13, 2025 (inception) through December 31, 2025, our independent registered public accounting firm did not render services to us for tax compliance, tax advice and tax planning. All Other Fees . During the period from June 13, 2025 (inception) through December 31, 2025, there were no fees billed for products and services provided by our independent registered public accounting firm other than those set forth above. Pre-Approval Policy Our audit committee was formed upon the consummation of our Initial Public Offering. As a result, the audit committee did not pre-approve all of the foregoing services, although any services rendered prior to the formation of our audit committee were approved by our board of directors. Since the formation of our audit committee, and on a going-forward basis, the audit committee has and will pre-approve all auditing services and permitted non-audit services to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the audit committee prior to the completion of the audit). 78 PART IV. Item 15. Exhibits, Financial Statement Schedules. (a) The following documents are filed as part of this Form 10-K: (1) Financial Statements: Page Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of December 31, 2025 F-3 Statement of Operations for the period from June 13, 2025 (inception) through December 31, 2025 F-4 Statement of Changes in Shareholders’ D eficit for the period from June 13, 2025 (inception) through December 31, 2025 F-5 Statement of Cash Flows for the period from June 13, 2025 (inception) through December 31, 2025 F-6 Notes to Financial Statements F-7 79 (b) Exhibits: The exhibits listed in the accompanying index to exhibits are filed or incorporated by reference as part of this Annual Report on Form 10-K. No. Description of Exhibit 3.1 Second Amended and Restated Memorandum and Articles of Association of the Company (incorporated herein by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed with the SEC on December 29, 2025) 4.1* Description of the Company’s securities 4.2 Warrant Agreement, dated December 18, 2025, between the Company and Continental Stock Transfer & Trust Company, as warrant agent (incorporated herein by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed with the SEC on December 29, 2025) 10.1 Letter Agreement, dated December 18, 2025, among the Company, our sponsor and the other parties thereto (incorporated herein by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on December 29, 2025) 10.2 Investment Management Trust Agreement, dated December 18, 2025, between the Company and Continental Stock Transfer & Trust Company, as trustee (incorporated herein by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the SEC on December 29, 2025) 10.3 Registration Rights Agreement, dated December 18, 2025, among the Company, our sponsor, Cohen & Company Capital Markets and certain other security holders named therein (incorporated herein by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed with the SEC on December 29, 2025) 10.4 Administrative Services Agreement, dated December 18, 2025, between the Company and our sponsor (incorporated herein by reference to Exhibit 10.4 of the Company’s Current Report on Form 8-K filed with the SEC on December 29, 2025) 10.5 Private Placement Warrants Purchase Agreement, dated December 18, 2025, between the Company and our sponsor (incorporated herein by reference to Exhibit 10.5 of the Company’s Current Report on Form 8-K filed with the SEC on December 29, 2025) 10.6 Indemnity Agreement, dated December 18, 2025, between the Company and Feridun Hamdullahpur (incorporated herein by reference to Exhibit 10.6 of the Company’s Current Report on Form 8-K filed with the SEC on December 29, 2025) 10.7 Indemnity Agreement, dated December 18, 2025, between the Company and Joanne Shoveller (incorporated herein by reference to Exhibit 10.7 of the Company’s Current Report on Form 8-K filed with the SEC on December 29, 2025) 10.8 Indemnity Agreement, dated December 18, 2025, between the Company and Samuel Chau (incorporated herein by reference to Exhibit 10.8 of the Company’s Current Report on Form 8-K filed with the SEC on December 29, 2025) 10.9 Indemnity Agreement, dated December 18, 2025, between the Company and Xavier Zee (incorporated herein by reference to Exhibit 10.9 of the Company’s Current Report on Form 8-K filed with the SEC on December 29, 2025) 10.10 Private Placement Warrants Purchase Agreement, dated December 18, 2025, between the Company and Cohen & Company Capital Markets (incorporated herein by reference to Exhibit 10.10 of the Company’s Current Report on Form 8-K filed with the SEC on December 29, 2025) 14.1* Code of Ethics and Business Conduct of the Company 19.1* Insider Trading Policies and Procedures of the Company 31.1* Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2* Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1** Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2** Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 97.1* Clawback Policy of the Company * Filed herewith. ** Furnished herewith. Item 16. Form 10-K Summary. None. 80 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, 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: March 23, 2026 /s/ Xavier Zee By: Xavier Zee Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. /s/ Xavier Zee Name: Xavier Zee Title: Chief Executive Officer Date: March 23, 2026 /s/ Samuel Chau Name: Samuel Chau Title: Director Chief Financial Officer (Principal Financial and Accounting Officer) Date: March 23, 2026 /s/ Feridun Hamdullahpur Name: Feridun Hamdullahpur Title: Co-Chairperson of the Board of Directors Date: March 23, 2026 /s/ Joanne Shoveller Name: Joanne Shoveller Title: Co-Chairperson of the Board of Directors Date: March 23, 2026 81 TGE Value Creative Solutions Corp INDEX TO FINANCIAL STATEMENTS Page Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of December 31, 2025 F-3 Statement of Operations for the period from June 13, 2025 (inception) through December 31, 2025 F-4 Statement of Changes in Shareholders’ D eficit for the period from June 13, 2025 (inception) through December 31, 2025 F-5 Statement of Cash Flows for the period from June 13, 2025 (inception) through December 31, 2025 F-6 Notes to Financial Statements F-7 F- 1 Assentsure PAC UEN–20186648N 180B Bencoolen Street, #03-01 The Bencoolen, Singapore 189648 https://assentsure.com.sg REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and the Board of Directors of TGE Value Creative Solutions Corp.: Opinion on the Financial Statements We have audited the accompanying balance sheet of TGE Value Creative Solutions Corp. (the “Company”) as of December 31, 2025, the related statement of operations, changes in shareholders’ deficit and cash flows for the period from June 13, 2025 (inception) to December 31, 2025, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and the results of its operations and its cash flows for the period from June 13, 2025 (inception) to December 31, 2025, in conformity with generally accepted accounting principles in the United States of America. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion. /s/ Assentsure PAC We have served as the Company’s auditor since 2025. Singapore March 23, 2026 PCAOB No: 6783 F- 2 TGE Value Creative Solutions Corp Balance Sheet December 31, 2025 US$ Assets: Current assets: Cash at bank 683,798 Total Current Assets 683,798 Non-current assets: Investments held in Trust Account 150,109,781 Total Non-current Assets 150,109,781 Total Assets 150,793,579 Liabilities, Class A Ordinary Shares Subject to Redemption, and Shareholders’ Deficit: Current liabilities: Accrued offering costs 31,124 Accrued expenses 79,887 Accounts payable 788 Due to related party 806 Promissory note – related party 150,426 Total Current Liabilities 263,031 Non-current liabilities: Deferred underwriting commissions 6,000,000 Total Non-current Liabilities 6,000,000 Total Liabilities 6,263,031 Commitments and Contingencies (Note 7) Class A ordinary shares subject to redemption, $0.0001 par value; 15,000,000 shares issued and outstanding at redemption value of $10.01 per share 150,109,781 Shareholders’ Deficit: Preference shares, $0.0001 par value, 5,000,000 shares authorized; none issued and outstanding — Class A ordinary shares, $0.0001 par value, 500,000,000 shares authorized; none issued and outstanding (excluding 15,000,000 shares subject to possible redemption) — Class B ordinary shares, $0.0001 par value, 50,000,000 shares authorized; 5,000,000 issued and outstanding 500 Additional paid-in capital — Accumulated deficit (5,579,733 ) Total Shareholders’ (Deficit) Equity (5,579,233 ) Total Liabilities, Class A Ordinary Shares Subject to Redemption, and Shareholders’ (Deficit) Equity 150,793,579 F- 3 TGE Value Creative Solutions Corp Statement of Operations For the Period from June 13, 2025 (inception) to December 31, 2025 US$ Formation, general and administrative expenses 89,950 Loss from operations (89,950 ) Other income: Income on investments held in trust account 109,781 Change in fair value in over-allotment option liability 126,000 Total other income, net 235,781 Net income 145,831 Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption 742,574 Basic and diluted net earnings per share, Class A ordinary shares subject to possible redemption 0.03 Basic and diluted weighted average shares outstanding, non-redeemable Class B ordinary shares 5,000,000 Basic and diluted net earnings per share, non-redeemable Class B ordinary shares 0.03 F- 4 TGE Value Creative Solutions Corp Statement of Changes in Shareholders’ Deficit For the Period from June 13, 2025 (inception) to December 31, 2025 Class B Ordinary Shares Additional Total No. of shares Amount Paid-In Capital Accumulated deficit Shareholder’s Deficit US$ US$ US$ US$ Balance – June 13, 2025 (inception) — — — — — Class B Ordinary shares issued to Sponsor (1) 5,750,000 575 24,425 — 25,000 Forfeiture of Class B Ordinary shares by Sponsor (2) (750,000 ) (75 ) 75 — — Fair value of Public Warrants included in Public Units — — 2,265,861 — 2,265,861 Sale of Private Placement Warrants — — 4,150,000 — 4,150,000 Allocated value of transaction costs to warrants — — (147,889 ) — (147,889 ) Accretion of Class A ordinary shares subject to redemption value — — (6,292,472 ) (5,725,564 ) (12,018,036 ) Net income — — — 145,831 145,831 Balance – December 31, 2025 5,000,000 500 — (5,579,733 ) (5,579,233 ) (1) Includes up to 750,000 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (Note 6). (2) On December 22, 2025, the Sponsor forfeited 750,000 Class B ordinary shares. F- 5 TGE Value Creative Solutions Corp Statement of Cash Flows For the Period from June 13, 2025 (inception) to December 31, 2025 US$ Cash Flows from Operating Activities: Net income 145,831 Adjustments to reconcile net income to net cash used in operating activities: Formation, general and administrative expenses paid by Sponsor through promissory note - related party 867 Change in fair value of over-allotment option liability (126,000 ) Income in investments held in trust account (109,781 ) Changes in operating assets and liabilities Accrued expenses 79,887 Due to related party 806 Accounts payable 788 Net cash used in operating activities (7,602 ) Cash Flows from Investing Activities: Investment of cash in Trust Account (150,000,000 ) Net cash used in investing activities (150,000,000 ) Cash Flows from Financing Activities: Proceeds from sale of Units 150,000,000 Proceeds from sale of Private Placement Warrants 2,650,000 Proceeds from Promissory note - related party 15,000 Payment of underwriting fee (1,500,000 ) Payment of offering costs (473,600 ) Net cash provided by financing activities 150,691,400 Net Change in Cash at Bank 683,798 Cash at Bank – Beginning of the period — Cash at Bank – End of the period 683,798 Supplemental disclosure of non-cash financing activities: Deferred offering costs contributed by Sponsor through promissory note – related party 134,560 Deferred offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares 25,000 Deferred offering costs included in accrued offering costs 31,124 Deferred underwriters fee payable 6,000,000 F- 6 TGE Value Creative Solutions Corp NOTES TO THE FINANCIAL STATEMENTS NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS TGE Value Creative Solutions Corp (the “Company”) was incorporated in the Cayman Islands on June 13, 2025. The Company was formed for the purpose of effecting a merger, capital share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of December 31, 2025, the Company had not commenced any operations. All activity for the period from June 13, 2025 (date of incorporation) to December 31, 2025 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 15,000,000 units (the “Units”), at $10.00 per Unit, generating gross proceeds of $150,000,000. Each Unit consists of one Class A ordinary share (the “Public Shares”), and one-half of one redeemable warrant (the “Public Warrants”). Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 5,300,000 warrants (the “Sponsor Private Placement Warrants”) at a price of $0.50 per Sponsor Private Placement Warrant, in a private placement to TGE SpiderNet Capital Group LLC, the Company’s sponsor (the “Sponsor”), and 1,764,706 warrants (the “Underwriter Private Placement Warrants”) at a price of $0.85 per Underwriter Private Placement Warrant, generating gross proceeds of $4,150,000 (together the “Private Placement Warrants” and together with the Public Warrants, the “Warrants”). Underwriter Private Placement Warrants of $1,500,000 is settled with the underwriting fee payable to the underwriter. Each whole Warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment. Transaction costs amounted to $9,790,284, consisting of $3,000,000 of cash underwriting fee, $6,000,000 of deferred underwriting fee, and $790,284 of other offering costs. 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 80% of the net assets held in the Trust Account (as defined below) (excluding the deferred underwriting commissions on the Trust Account). The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). Following the closing of the Initial Public Offering, an amount of $150,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units and the sale of the Private Placement Warrants was placed in the trust account (the “Trust Account”), located in the United States and invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting certain conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds held in the Trust Account, as described below. 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 $10.00 per Public Share, including interest earned on the funds held in the trust account (net of amounts withdrawn to fund the working capital requirements, including for payment of any income taxes and up to $100,000 to pay dissolution expenses, subject to an annual limit of 10% of interest earned on funds held in the trust account (“permitted withdrawals”)). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Public Shares subject to redemption will be recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” F- 7 TGE Value Creative Solutions Corp NOTES TO THE FINANCIAL STATEMENTS NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (cont.) The Company will not redeem Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001 (so that it does not then become subject to the SEC’s “penny stock” rules) or any greater net tangible asset or cash requirement which may be contained in the agreement relating to the Business Combination. If the Company seeks shareholder approval of the Business Combination, the Company will proceed with a Business Combination if a majority of the outstanding shares voted are voted in favor of the Business Combination, or such other vote as required by law or stock exchange rule. If a shareholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its amended and restated memorandum and articles of association (the “Articles of Association”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transaction is required by applicable law or stock exchange listing requirements, or the Company decides to obtain shareholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 6) and any Public Shares purchased during or after the Initial Public Offering in favour of approving a Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction. 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 15% of the Public Shares, without the prior consent of the Company. 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 100% of its Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to shareholders’ rights or pre-business combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. If the Company has not completed a Business Combination within 24 months from the closing of the Initial Public Offering (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 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 and not previously released to pay taxes (less funds withdrawn for any permitted withdrawals), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. F- 8 TGE Value Creative Solutions Corp NOTES TO THE FINANCIAL STATEMENTS NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (cont.) 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 ($10.00). 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) $10.00 per Public Share or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per public Share due to reductions in the value of the trust assets, in each case net of the amount of interest which may be withdrawn for any permitted withdrawals, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavouring to have all vendors, service providers (except for the Company’s independent registered accounting firm), prospective target businesses and other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity and Capital Resources As of December 31, 2025, the Company had $683,798 in cash at bank and working capital of $349,767. The Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. In connection with the Company’s assessment of going concern considerations in accordance with ASC 205-40, “Presentation of Financial Statements – Going Concern”, as of December 31, 2025, the Company has sufficient liquidity to meet its working capital needs until a minimum of one year from the date of issuance of these financial statements. The Company cannot assure that its plans to raise capital or consummate an initial Business Combination will be successful. 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. F- 9 TGE Value Creative Solutions Corp NOTES TO THE FINANCIAL STATEMENTS NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (cont.) 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 financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the United States Securities and Exchange Commission (the “SEC”) . 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. F- 10 TGE Value Creative Solutions Corp NOTES TO THE FINANCIAL STATEMENTS NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.) 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 $683,798 of cash at bank and no cash equivalents as of December 31, 2025 . Investments held in Trust Account As of December 31, 2025, the assets held in the Trust Account, amounting to $150,109,781, were held in money market funds. All of the Company’s investments held in the Trust Account are classified as trading securities. Gains and losses resulting from the change in fair value of investments held in the Trust Account are included in interest earned on investments held in Trust Account in the accompanying statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information. Fair values of these investments are determined by Level 1 inputs utilizing quoted prices (unadjusted) in active markets for identical assets. For period from June 13, 2025 (inception) to December 31, 2025, the Company did not withdraw any interest earned on the 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 $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows. As of December 31, 2025, the Company has not experienced losses on this account. 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. The Company accounts for warrants in accordance with ASC 815, “Derivatives and Hedging,” and ASC 480, “Distinguishing Liabilities from Equity,” and classifies such instruments as equity or liabilities based on an assessment of the warrant terms. The Company allocated the proceeds from the issuance of Units (consisting of Class A ordinary shares and warrants) between the Class A ordinary shares and warrants using a residual allocation method, whereby the fair value of the warrants is determined first, with the remaining proceeds allocated to the Class A ordinary shares. Offering costs are allocated to the Class A ordinary shares and warrants on the same basis as the proceeds. 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 such warrants are classified as equity. Transaction costs amounted to $9,790,284, consisting of $3,000,000 of cash underwriting fee, $6,000,000 of deferred underwriting fee, and $790,284 of other offering costs. 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. F- 11 TGE Value Creative Solutions Corp NOTES TO THE 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 no unrecognized tax benefits and no amounts accrued for interest and penalties as of 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 zero for the period presented. 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 45 day option period. F- 12 TGE Value Creative Solutions Corp NOTES TO THE FINANCIAL STATEMENTS NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.) 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 7,500,000 Public Warrants and 7,064,706 Private Placement Warrants outstanding as of December 31, 2025. 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. 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 7,500,000 Public Warrants in the calculation of diluted net income per share, since the exercise of such warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. 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 Period from June 13, 2025 (inception) to December 31, 2025 Class B Class A Redeemable Non- redeemable Basic and diluted net income per ordinary shares: Numerator: Allocation of net income, basic and diluted $ 18,858 $ 126,973 Denominator: Basic and diluted weighted average ordinary shares outstanding 742,574 5,000,000 Basic and diluted net income per ordinary share $ 0.03 $ 0.03 F- 13 TGE Value Creative Solutions Corp NOTES TO THE FINANCIAL STATEMENTS NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.) 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 December 31, 2025, 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. As of December 31, 2025, the Class A ordinary shares subject to possible redemption reflected in the balance sheet are reconciled in the following table : US$ Gross proceeds 150,000,000 Less: Proceeds allocated to Public Warrants (2,265,861 ) Proceeds allocated of the over-allotment option to Class A ordinary shares (124,097 ) Offering costs allocated to Class A ordinary shares subject to possible redemption (9,518,297 ) Plus: Accretion of Class A ordinary shares subject to possible redemption 12,018,036 Class A ordinary shares subject to possible redemption at December 31, 2025 150,109,781 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 . F- 14 TGE Value Creative Solutions Corp NOTES TO THE FINANCIAL STATEMENTS NOTE 3 — INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, on December 22, 2025, the Company offered 15,000,000 Units at a price of $10.00 per Unit. Each Unit will consist of one Class A ordinary share and one-half of one redeemable warrant (“Public Warrant”). Each whole Public Warrant will entitle the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment. Only whole warrants are exercisable. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. The warrants will become exercisable on the later of 30 days after the completion of the initial Business Combination or 12 months from the closing of the Initial Public Offering and will expire five years after the completion of the initial Business Combination or earlier upon redemption or liquidation. NOTE 4 — PRIVATE PLACEMENTS Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 5,300,000 Sponsor Private Placement Warrants at a price of $0.50 per Sponsor Private Placement Warrant ($2,650,000 in aggregate) and the underwriters purchased an aggregate of 1,764,706 Underwriting Private Placement Warrants at a price of $0.85 per Underwriter Placement Warrant ($1,500,000 in agreement). Each Private Placement Warrant is exercisable to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment. The proceeds from the sale of the Private Placement Warrants will be added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. The Private Placement Warrants (including the Class A ordinary shares issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or saleable until 30 days after the completion of an Initial Business Combination, subject to certain exceptions. 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 (managers of the Sponsor), 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 single reportable segment. The CODM assesses performance based on net income or loss, which is reported on the statement of operations, and total assets, which are reported on the balance sheet. Key financial metrics reviewed by the CODM include the following: ● 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. F- 15 TGE Value Creative Solutions Corp NOTES TO THE FINANCIAL STATEMENTS NOTE 6 — RELATED PARTIES Founder Shares On July 16, 2025, the Sponsor purchased 5,750,000 of the Company’s Class B ordinary shares (the “Founder Shares”) in exchange for a capital contribution of $25,000 that was paid by the Sponsor for deferred offering costs. The Founder Shares include an aggregate of up to 750,000 shares subject to forfeiture to the extent that the underwriters’ over-allotment is not exercised in full or in part, so that the number of Founder Shares will equal, on an as-converted basis, approximately 25% of the Company’s issued and outstanding ordinary shares after the Initial Public Offering. On December 22, 2025, the underwriters determined the over-allotment option will not be exercised in full or in part. As such, the sponsor forfeited 750,000 Class B ordinary shares (including the forfeiture of 93,750 shares out of 718,750 founder shares held by the directors, officers and advisors of the Sponsor). On December 19, 2025, the Sponsor transferred a total of 625,000 Founder Shares to directors, officers and advisors of Sponsor’s affiliates, at a price of $0.005 per share. The sale of the Founders Shares to each of the directors, officers and advisors of Sponsor’s affiliates is in the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The fair value of the 625,000 shares granted to the directors, officers and advisors of Sponsor’s affiliates was $3,152,000 or $5.04 per share. The Founders Shares were granted subject to a performance condition (i.e., the occurrence of a Business Combination). Compensation expense related to the Founders Shares is recognized only when the performance condition is probable of occurrence under the applicable accounting literature in this circumstance. As of December 31, 2025, the Company determined that a Business Combination is not considered probable, and, therefore, no stock-based compensation expense has been recognized. Stock-based compensation would be recognized at the date a Business Combination is considered probable (i.e., upon consummation of a Business Combination) in an amount equal to the number of Founders Shares times the grant date fair value per share (unless subsequently modified) less the amount initially received for the purchase of the Founders Shares. 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 $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, and (B) the date following the completion of the initial Business Combination on which we complete a liquidation, merger, share exchange or other similar transaction that results in all of our shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. 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 $250,000. The Promissory Note is non-interest bearing. As of December 31, 2025, there was $150,426 outstanding borrowings under the Promissory Note. F- 16 TGE Value Creative Solutions Corp NOTES TO THE 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 $2,500 per month for office space, utilities and secretarial and administrative support. Upon completion of the Initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. As of December 31, 2025, there is $806 in due to related party related to the agreement. The Company incurred $806 for the period from June 13, 2025 (inception) through December 31, 2025. Amounts have been included in formation, general and administrative expenses in the accompanying statement of operations. 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 $2,000,000 of the notes may be converted upon completion of a Business Combination into warrants at a price of $0.50 per warrant. Such warrants would be identical to the Private Placement Warrants. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. As of December 31, 2025, there were no amounts outstanding under the Working Capital Loans. 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. F- 17 TGE Value Creative Solutions Corp NOTES TO THE FINANCIAL STATEMENTS NOTE 7 — COMMITMENTS AND CONTINGENCIES (cont.) Underwriting Agreement The Company granted the underwriters a 45-day option from the date of Initial Public Offering to purchase up to 2,250,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. As of December 31, 2025, the overallotment option has not been exercised. The underwriters were paid a cash underwriting discount of $1,500,000 ($0.10 per Unit offered in the Initial Public Offering). Also, the underwriters were entitled on 1.0%, or $1,500,000, to invest in the purchase of private warrants of the Company on the closing date of the Initial Public Offering. Additionally, underwriters will be entitled to a deferred fee of 4.0% of the remaining amounts held in the Trust Account at the closing of the completion of the Business Combination, subject to the terms of the underwriting agreement. NOTE 8 — SHAREHOLDER’S (DEFICIT) EQUITY Preference Shares — The Company is authorized to issue 5,000,000 preference shares with a par value of $0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of December 31, 2025, there were no preference shares issued or outstanding. Class A Ordinary Shares - The Company is authorized to issue 500,000,000 Class A ordinary shares with a par value of $0.0001 per share. Holders of Class A ordinary shares are entitled to one vote for each share. As of December 31, 2025, there were no Class A ordinary shares issued or outstanding, excluding 15,000,000 Class A ordinary shares subject to possible redemption. Class B Ordinary Shares — The Company is authorized to issue 50,000,000 Class B ordinary shares with a par value of $0.0001 per share. Holders of Class B ordinary shares are entitled to one vote for each share. On December 22, 2025, the underwriters determined the over-allotment option will not be exercised in full or in part. As such, the sponsor forfeited 750,000 Class B ordinary shares (including the forfeiture of 93,750 shares out of 718,750 founder shares held by the directors, officers and advisors of the Sponsor). As of December 31, 2025, there were 5,000,000 Class B ordinary shares issued and outstanding. 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. F- 18 TGE Value Creative Solutions Corp NOTES TO THE FINANCIAL STATEMENTS NOTE 8 — SHAREHOLDER’S DEFICIT (cont.) 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 one-for-one basis, subject to adjustment for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional Class A ordinary shares or equity-linked securities are issued or deemed issued in connection with the initial Business Combination, the number of Class A ordinary shares issuable upon conversion of all founder shares will equal, in the aggregate, 25% of the sum of (i) the total number of Class A ordinary shares issued and outstanding upon completion of the Initial Public Offering, plus (ii) the total number of Class A ordinary shares issuable upon conversion of the Class B ordinary shares issued and outstanding upon the completion of the Initial Public Offering, plus (iii) the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination (including securities issued or issuable pursuant to forward purchase agreements or backstop arrangements we may enter into prior to or following consummation of this offering but excluding the forward purchase warrants), excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the initial Business Combination and any private placement warrants issued to the Sponsor, officers or directors upon conversion of working capital loans, minus (iv) the number of Class A ordinary shares redeemed by public shareholders; provided that such conversion of founder shares will never occur on a less than one-for-one basis. As of December 31, 2025, there were 14,564,706 warrants outstanding, including 7,500,000 Public Warrants, 5,300,000 Sponsor Private Warrant and 1,764,706 Underwriter Private Placement Warrants. Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation 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. The Company has agreed that as soon as practicable, but in no event later than 30 business days after the closing of a Business Combination, the Company will use its best efforts to file with the SEC, and will use its best efforts to have declared effective within 60 business days following the closing of its Business Combination, a registration statement covering the issuance of Class A ordinary shares issuable upon exercise of the warrants and to maintain a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed. Notwithstanding the above, if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. F- 19 TGE Value Creative Solutions Corp NOTES TO THE FINANCIAL STATEMENTS NOTE 8 — SHAREHOLDER’S DEFICIT (cont.) Redemption of Warrants When the Price per Class A Ordinary Shares Equals or Exceeds $18.00 — Once the warrants become exercisable, the Company may redeem the outstanding Public Warrants: ● in whole and not in part; ● at a price of $0.01 per Public Warrant; ● upon a minimum of 30 days’ prior written notice of redemption, or the 30-day redemption period to each warrant holder; and ● if, and only if, the closing price of our Class A ordinary shares equals or exceeds $18.00 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 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. 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 30-day redemption period or the Company has elected to require the exercise of the public warrants on a cashless basis. If and when the Public Warrants become redeemable by the Company, it may exercise its redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws. As a result, the Company may redeem warrants even if the holders are otherwise unable to exercise their warrants. 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 (10) trading days ending on the trading day prior to the date on which the notice of redemption is sent to the holder of the public warrants or its securities broker or intermediary. 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 30 days after the completion of a Business Combination, subject to certain limited exceptions. If transferred to holders other than the initial purchasers or their permitted transferees, the Private Placement Warrants will become redeemable and exercisable on the same terms as the Public Warrants. This change in terms does not affect the classification of the Private Placement Warrants as equity under ASC 815-40, as no cash settlement is required except in connection with a change of control event. The Private Placement Warrants remain indexed to the Company’s own stock, and all settlement provisions comply with ASC 815-40. F- 20 TGE Value Creative Solutions Corp NOTES TO THE 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 December 31, 2025, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Level December 31, 2025 US$ Assets: Investments held in Trust Account 1 150,109,781 Liabilities: Over-allotment option liability 3 — The following table presents the change in fair value of Level 3 recurring fair value measurements: Level 3 US$ Balance as of June 13, 2025 (inception) — Over-allotment option liability – December 22, 2025 126,000 Change in fair value (126,000 ) Balance as of December 31, 2025 — The over-allotment option was accounted for as a liability in accordance with ASC 815-40 and was presented within liabilities on the balance sheet. The over-allotment liability is measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of over-allotment liability in the statement of operations. F- 21 TGE Value Creative Solutions Corp NOTES TO THE FINANCIAL STATEMENTS NOTE 9 — FAIR VALUE MEASUREMENTS (cont.) A Black-Scholes model was used to value the over-allotment option. The Company estimates the volatility of its ordinary share based on historical volatility that matches the expected remaining life of the option. The risk-free interest rate is based on the U.S. Constant Maturity Treasury rates on the grant date for a maturity similar to the expected remaining life of the option. The expected life of the option is assumed to be equivalent to their remaining contractual term. The following is a summary of key inputs utilized: Over-allotment Option December 22, 2025 Unit price $ 9.93 Exercise price $ 10.00 Risk-free rate 3.76 % Estimated volatility 5.38 % Time to expiration 0.108 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 $2,265,861. The Public Warrants have been classified within shareholders’ deficit and will not require remeasurement after issuance. The following table presents the quantitative information regarding market assumptions used in the Level 3 valuation of the Public Warrants: December 22, 2025 Implied ordinary share price $ 9.78 Exercise price $ 11.50 Simulation term (years) 7.00 Risk-free rate 3.93 % Estimated implied volatility 1.94 % Market adjustment 29.52 % Calculated value per warrant $ 0.31 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. F- 22