TCGX submits confidential draft for TriGemX Bio merger

Elismetrep is in Phase 3 trials for acute migraine treatment, with results from TriGemX Bio’s first Phase 3 trial anticipated in mid-2027.

Available on EDGAR 11/02/2026 - 04:03 PM EST Accepted by SEC EDGAR 11/02/2026 - 04:03 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

TCGX Acquisition Corp. and TriGemX Bio, Inc. confidentially submitted a draft registration statement on Form S-4 to the SEC for their proposed business combination. The draft includes a preliminary proxy statement and prospectus; after the registration statement is publicly filed and declared effective, TCGX will mail definitive materials to shareholders as of a record date to be established.

The combination is expected to close in the first quarter of 2027, subject to required approvals, SEC effectiveness and other customary closing conditions. The proposed combined company would be listed on Nasdaq under the ticker TGEM.

Filing Explained

TriGemX says elismetrep is in Phase 3 trials for acute migraine, with results from the first trial anticipated in mid-2027, identifying a future product-development milestone rather than a reported trial outcome.

Key Figures

Expected closing: First quarter of 2027 Clinical-trial stage: Phase 3 trials Anticipated trial results: Mid-2027

3 metrics

Expected closing First quarter of 2027 Proposed business combination

Clinical-trial stage Phase 3 trials Elismetrep for acute treatment of migraine

Anticipated trial results Mid-2027 Results from the first Phase 3 trial of elismetrep

Key Terms

business combination, proxy statement/prospectus, domestication, TRPM8 channel blocker, +1 more

5 terms

business combination financial

"proposed business combination between TriGemX Bio and TCGX"

A business combination happens when two or more companies join together to operate as one, like two friends merging their teams into a single group. This is important because it can change how companies grow, compete, and make money, often making them bigger and more powerful in the market.

proxy statement/prospectus regulatory

"preliminary proxy statement and a preliminary prospectus"

A proxy statement or prospectus is a document that companies send to shareholders to provide important information about upcoming decisions or investments, such as voting on company issues or offering new shares to the public. It helps investors understand the details and risks involved, enabling them to make informed choices about their ownership or involvement with the company.

domestication regulatory

"complete the domestication of TCGX as a Delaware corporation"

Domestication is the legal process by which a company changes its official ‘legal home’ from one place to another without creating a new business entity, similar to moving a household’s registration from one city to another while keeping the same people and possessions. It matters to investors because it can alter which laws, tax rules, reporting standards and shareholder rights apply, potentially affecting costs, governance and the value or liquidity of the company’s shares.

TRPM8 channel blocker medical

"potential first-in-class TRPM8 channel blocker for the treatment of migraine"

A trpm8 channel blocker is a drug or compound that prevents the TRPM8 protein — a cell-surface ion channel that opens in response to cold temperatures and cooling chemicals like menthol — from conducting ions into sensory cells. By inhibiting the channel’s flow of sodium and calcium, these blockers reduce nerve-cell depolarization and the transmission of cold or cooling-related signals; they are developed as pharmacological tools or therapeutics for conditions involving abnormal cold sensation or TRPM8-mediated reflexes. Effects depend on a blocker’s selectivity for TRPM8 versus other ion channels and on how the compound is delivered (for example, topical versus systemic), because nonselective action or wide distribution can cause off-target effects.

redemption requests financial

"amount of redemption requests made by TCGX’s public shareholders"

Redemption requests are investor demands to turn holdings in a fund or redeemable security into cash, effectively asking the issuer or manager to return their invested money. Large or sudden volumes of these requests matter because they can force managers to sell assets quickly, lower the value of remaining investors' holdings, and strain a fund’s ability to meet payouts — like many customers lining up at once to withdraw cash from a bank, potentially causing liquidity problems.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

When is TCGX’s proposed business combination with TriGemX Bio expected to close?

The combination is expected to close in the first quarter of 2027. Closing is subject to required approvals, SEC effectiveness and other customary conditions.

What approvals does the TCGX and TriGemX Bio business combination require?

Closing is subject to approval by TCGX shareholders, the SEC declaring the Registration Statement effective, Nasdaq approval to list the combined company’s securities, and other customary closing conditions.

When are TCGX’s TriGemX Bio elismetrep trial results expected?

Elismetrep is currently in Phase 3 trials for the acute treatment of migraine, and results from the first Phase 3 trial are anticipated in mid-2027.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Filed by TCGX Acquisition Corp.

pursuant to Rule 425 under the

Securities Act of 1933, as amended,

and deemed filed pursuant to Rule

14a-12 under the Securities

Exchange Act of 1934, as amended

Subject Company: TCGX Acquisition

Corp. (File No. 001-43434)

On November 2, 2026, TriGemX Bio, Inc. and TCGX Acquisition Corp. issued the following press release in connection with the proposed business combination between TriGemX Bio, Inc. and TCGX Acquisition Corp.

TriGemX Bio and TCGX Acquisition Corp. Announce Confidential Submission of Draft Registration Statement on Form S-4 in Connection with Proposed Business Combination

NEW YORK & PALO ALTO, Calif.—(BUSINESS WIRE)—TriGemX Bio, Inc. (“TriGemX Bio”), a biotechnology company focused on developing elismetrep, a potential first-in-class treatment for migraine, and TCGX Acquisition Corp. (Nasdaq: TCGX) (“TCGX”), a publicly listed special purpose acquisition company, today announced the confidential submission of a draft registration statement on Form S-4 (the “Registration Statement”) to the U.S. Securities and Exchange Commission (“SEC”).

The submission of the Registration Statement marks an important milestone toward the completion of the previously announced proposed business combination between TriGemX Bio and TCGX that would result in TriGemX Bio becoming a publicly traded company listed on Nasdaq under the ticker symbol “TGEM”.

The closing of the business combination is expected to occur in the first quarter of 2027 and is subject to the receipt of the requisite approval of TCGX’s shareholders, the Registration Statement being declared effective by the SEC, approval by Nasdaq to list the securities of the combined company, and other customary closing conditions.

About TriGemX Bio

TriGemX Bio is a biotechnology company focused on developing elismetrep, a potential first-in-class TRPM8 channel blocker for the treatment of migraine. The targeting of TRPM8 for the treatment of migraine is a direct result of TriGemX Bio’s unique insights into neural signaling pathways. The name “TriGemX” is a reference to the trigeminal ganglion, a migraine-relevant neural structure where TRPM8 is expressed. Elismetrep is currently in Phase 3 trials for the acute treatment of migraine, with results from the first Phase 3 trial anticipated in mid-2027. For more information, visit www.tgemx.com.

About TCGX Acquisition Corp.

TCGX Acquisition Corp. (Nasdaq: TCGX) is a special purpose acquisition company formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. TCGX is sponsored by TCGX Sponsor, LLC, an affiliate of TCG Crossover Management, LLC. TCGX is led by Chief Executive Officer Chen Yu and Chief Financial Officer Craig Skaling.

Additional Information About the Transaction and Where to Find It

In connection with the business combination, TCGX and TriGemX Bio have prepared and confidentially submitted a draft Registration Statement on Form S-4 with the SEC, which includes a preliminary proxy statement and a preliminary prospectus of TCGX with respect to the securities to be offered in the business combination. After the Registration Statement is publicly filed, and ultimately declared effective, TCGX will mail a definitive proxy statement/final prospectus to its shareholders as of a record date to be established for voting on the business combination. The Registration Statement, including the proxy statement/prospectus contained therein, will contain important information about the business combination and the other matters to be voted upon at a meeting of TCGX’s shareholders. This press release does not contain all the information that should be considered concerning the business combination and other matters and is not intended to provide the basis for any investment decision or any other decision in respect of such matters. TCGX and TriGemX Bio may also file other documents with the SEC regarding the business combination. TCGX’s shareholders and other interested persons are advised to read, when available, the Registration Statement, including the preliminary proxy statement/preliminary prospectus contained therein, the amendments thereto and the definitive proxy statement/final prospectus and other documents filed in connection with the business combination, as these materials will contain important information about TCGX, TriGemX Bio, and the business combination. The documents filed by TCGX and TriGemX Bio with the SEC also may be obtained free of charge upon written request to TCGX at TCGX Acquisition Corp., 245 Lytton Ave., Suite 350, Palo Alto, California 94301. There can be no assurance that the proposed business combination will be completed, or completed on the terms currently contemplated.

Forward-Looking Statements

This press release includes forward-looking statements. Forward-looking statements generally are accompanied by words such as “believe,” “anticipated,” “potential,” “provide,” “may,” “could,” “expected,” “will,” “would,” “will be” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding the proposed business combination, its completion, the expected timing of closing and the satisfaction of closing conditions; TriGemX Bio becoming a publicly traded company listed on Nasdaq under the ticker symbol “TGEM”; the development of elismetrep and its potential as a first-in-class treatment for migraine, including the anticipated timing of results from the first Phase 3 trial in mid-2027; and the anticipated public filing and effectiveness of the Registration Statement, the mailing of the definitive proxy statement/final prospectus to TCGX shareholders, and the content and availability of future SEC filings and disclosures relating to the proposed business combination.

These statements are based on various assumptions, whether or not identified in this press release, and on the current expectations of TriGemX Bio’s and TCGX’s management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as and must not be relied on by an investor as a guarantee, an assurance, a prediction, or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and may differ from assumptions. Many actual events and circumstances are beyond the control of TriGemX Bio and TCGX. These forward-looking statements are subject to a number of risks and uncertainties, including but not limited to changes in domestic and foreign business, market, financial, political, and legal and regulatory conditions; the inability of the parties to successfully or timely consummate the proposed business combination and other related transactions, including the risk that any regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions (such as any

SEC statements or enforcement actions or other actions relating to SPACs) that could adversely affect the combined company or the expected benefits of the proposed business combination and other related transactions; the failure to obtain the approval of TCGX’s shareholders or TriGemX Bio’s stockholders or to satisfy other conditions to closing; the ability to complete the domestication of TCGX as a Delaware corporation; the ability to meet Nasdaq listing standards in connection with or following the consummation of the proposed business combination; failure to realize the anticipated benefits of the proposed business combination and other related transactions; risks related to the approval of TriGemX Bio’s product candidates and the timing of expected regulatory and business milestones; ability to obtain additional financing; the occurrence of any event, change or other circumstance that could give rise to the termination of the business combination agreement; the outcome of any legal proceedings that may be instituted against TCGX or TriGemX Bio related to the proposed business combination; and the amount of redemption requests made by TCGX’s public shareholders. Additional risks related to TriGemX Bio’s business include, but are not limited to: uncertainty regarding outcomes of TriGemX Bio’s product development activities, including timing of initiation, completion and data readouts for clinical trials and the potential approval of TriGemX Bio’s product candidates; risks associated with TriGemX Bio’s efforts to commercialize its product candidates; TriGemX Bio’s ability to maintain its existing agreements with third parties and to negotiate and enter into new definitive agreements on favorable terms, if at all; the impact of competing products and product candidates on TriGemX Bio’s future business; intellectual property-related claims; TriGemX Bio’s ability to attract and retain qualified personnel; and TriGemX Bio’s ability to source the raw materials for its product candidates. Additional risks related to TCGX include those factors discussed in the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in those documents that TCGX has filed, or will file, with the SEC, including the Registration Statement when it becomes available. Nothing in this press release should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. Neither TCGX nor TriGemX Bio undertakes any duty to update these forward-looking statements, except as required by law.

Participants in the Solicitation

TCGX, TriGemX Bio, and their respective directors and executive officers may be deemed to be participants in the solicitations of proxies from TCGX’s shareholders with respect to the proposed business combination and the other matters set forth in the Registration Statement. Information regarding TCGX’s directors and executive officers, and a description of their interests in TCGX, is contained in the sections entitled “Management,” “Principal Shareholders” and “Certain Transactions” of the registration statement for TCGX’s initial public offering, which was filed with the SEC and is available free of charge at the SEC’s website located at www.sec.gov, or by directing a request to TCGX Acquisition Corp., 245 Lytton Ave., Suite 350, Palo Alto, California 94301. Additional information regarding the interests of such participants in the proxy solicitation and a description of their direct and indirect interests will be contained in the proxy statement/prospectus relating to the proposed business combination when it becomes available.

This press release is not a substitute for the Registration Statement, the proxy statement/prospectus or any other document that TCGX may file with the SEC in connection with the proposed business combination. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT, THE PROXY STATEMENT/PROSPECTUS AND THE OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. You may obtain free copies of these documents from the sources described above.

No Offer or Solicitation

This press release shall not constitute an offer to sell, or the solicitation of an offer to buy, or a recommendation to purchase, any securities, in any jurisdiction, or the solicitation of any vote, consent or approval in any jurisdiction in connection with the proposed business combination or any related transactions, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. This press release is not, and under no circumstances is to be construed as, a prospectus, an advertisement or a public offering of the securities described herein in the United States or any other jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or exemptions therefrom. INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

Contacts

TriGemX Bio Contact

Media Contact:

media@tgemx.com

Investor Contact:

ir@tgemx.com

TCGX Acquisition Corp. Contact

Investor Contact:

investorinquiries@tcgcrossover.com

Edward Amorosi

eamorosi@tcgcrossover.com

Media Contact:

media@tcgcrossover.com