TCGX Acquisition (Nasdaq: TCGX) and TriGemX Bio confidentially submitted a draft registration statement for their proposed business combination to the SEC. The Form S-4 submission advances a transaction that would make TriGemX Bio a publicly traded company on Nasdaq under TGEM.
The companies expect closing in the first quarter of 2027, subject to TCGX shareholder approval, SEC effectiveness of the registration statement and Nasdaq listing approval, alongside customary closing conditions. The draft includes a preliminary proxy statement and prospectus covering securities to be offered in the combination. TriGemX Bio is developing elismetrep for migraine; it is currently in Phase 3 trials for acute treatment, with results from the first Phase 3 trial anticipated in mid-2027.
TCGX Acquisition (Nasdaq: TCGX) signed a definitive business combination agreement with TriGemX Bio to create a publicly traded migraine-drug developer.
The transaction includes a $160 million PIPE, a private investment in public equity, at $10.00 per common share. Expected gross proceeds of approximately $246 million include approximately $86 million in trust, assuming no redemptions and before transaction costs. Expected closing equity value is approximately $600 million, assuming no redemptions. TriGemX holders will roll all their equity into the combined company, expected to trade as TGEM on Nasdaq.
The companies expect closing in the first quarter of 2027, subject to both shareholder approvals. TriGemX expects net proceeds to fund elismetrep’s ongoing Phase 3 migraine trials, a U.S. drug application, a prevention trial and commercial readiness. First Phase 3 results are anticipated in mid-2027.
TCGX Acquisition Corp. (Nasdaq: TCGX) closed its initial public offering of 8,625,000 Class A ordinary shares at $10.00 per share, including 1,125,000 shares issued upon the underwriter’s full exercise of its over-allotment option.
The Class A ordinary shares began trading on the Nasdaq Capital Market under the ticker “TCGX” on August 5, 2026. TCGX Acquisition Corp. is a special purpose acquisition company formed to pursue a business combination, with an intended focus on healthcare and healthcare-related industries, particularly life sciences and medical technology. The SPAC is sponsored by TCGX Sponsor, LLC, an affiliate of TCG Crossover Management. Jefferies acted as the sole book-running manager, and the SEC declared the registration statement effective on August 4, 2026, according to the company.
TCGX Acquisition Corp. (Nasdaq: TCGX) priced its initial public offering of 7,500,000 Class A ordinary shares at $10.00 per share, for gross proceeds of $75 million. The shares will begin trading on the Nasdaq Capital Market under the ticker “TCGX” on August 5, 2026, with closing expected on August 6, 2026, subject to customary conditions.
Unlike many SPAC IPOs, no warrants are being issued to investors in this offering. TCGX Acquisition Corp., sponsored by TCGX Sponsor, LLC, an affiliate of TCG Crossover Management, is a special purpose acquisition company formed to pursue a business combination, with an intended focus on healthcare, life sciences and medical technology. Jefferies is acting as sole book-running manager, and has a 45-day option to purchase up to 1,125,000 additional shares at the IPO price to cover any over-allotments. A registration statement was declared effective by the SEC on August 4, 2026.