December 31false000214991600021499162026-10-152026-10-15
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October 15, 2026
TCGX ACQUISITION CORP. II
(Exact name of registrant as specified in its charter)
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Cayman Islands |
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001-43512 |
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98-1949103 |
(State or other jurisdiction of incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
245 Lytton Ave., Suite 350
Palo Alto, California 94301
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (650) 924-9424
Not Applicable
(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
Class A ordinary shares, par value $0.0001 per share |
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TCXB |
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The Nasdaq Stock Market LLC |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐
Item 1.01. Entry into a Material Definitive Agreement.
Closing of Initial Public Offering
On October 19, 2026, TCGX Acquisition Corp. II (the “Company”) consummated its initial public offering (“IPO”) of 10,000,000 Class A ordinary shares of the Company, par value $0.0001 per share (the “Class A Ordinary Shares”). The Class A Ordinary Shares were sold at a price of $10.00 per share, generating gross proceeds to the Company of $100,000,000.
In connection with the IPO, the Company entered into the following agreements, forms of which were previously filed as exhibits to the Company’s Registration Statement on Form S-1 (File No. 333-299151) for the IPO, initially filed with the U.S. Securities and Exchange Commission (the “Commission”) on September 25, 2026, as amended (the “Registration Statement”):
•An Underwriting Agreement, dated October 15, 2026, by and between the Company and Guggenheim Securities, LLC, as sole book-running manager for the offering, a copy of which is attached as Exhibit 1.1 hereto and incorporated herein by reference.
•A Letter Agreement, dated October 15, 2026 (the “Letter Agreement”), by and among the Company, its executive officers, its directors and the Company’s sponsor, TCGX Sponsor II, LLC (the “Sponsor”), a copy of which is attached as Exhibit 10.1 hereto and incorporated herein by reference.
•An Investment Management Trust Agreement, dated October 15, 2026, by and between the Company and Odyssey Transfer and Trust Company, as trustee, a copy of which is attached as Exhibit 10.2 hereto and incorporated herein by reference.
•A Registration Rights Agreement, dated October 15, 2026, by and among the Company, the Sponsor and the Holders signatory thereto, a copy of which is attached as Exhibit 10.3 hereto and incorporated herein by reference.
•A Private Placement Shares Purchase Agreement, dated October 15, 2026, by and between the Company and the Sponsor (the “Sponsor Private Placement Shares Purchase Agreement”), a copy of which is attached as Exhibit 10.4 hereto and incorporated herein by reference.
•A Forward Purchase Agreement, dated October 15, 2026, by and between the Company and TCG Crossover Fund III, LP, a copy of which is attached as Exhibit 10.5 hereto and incorporated herein by reference.
Item 3.02. Unregistered Sales of Equity Securities.
Simultaneously with the closing of the IPO, pursuant to the Private Placement Shares Purchase Agreement, the Company completed the private sale of 450,000 Class A ordinary shares (the “Private Placement Shares”) at a price of $10.00 per share (for an aggregate purchase price of $4,500,000). Of those 450,000 Private Placement Shares, the Sponsor purchased 450,000 Private Placement Shares. The Private Placement Shares are identical to the Class A Ordinary Shares sold in the IPO, except as otherwise disclosed in the Registration Statement. No underwriting discounts or commissions were paid with respect to such sale. The issuance of the Private Placement Shares was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 15, 2026, in connection with the IPO, Joshua Cohen, Mark McKenna and Dr. Michael Henderson, M.D. were appointed to the board of directors of the Company (the “Board”). Messrs. Cohen, McKenna and Dr. Henderson are independent directors. Effective October 15, 2026, Messrs. Cohen, McKenna and Dr. Henderson were appointed to the Board’s Audit Committee and the Board’s Compensation Committee, with Dr. Henderson serving as chair of the Board’s Audit Committee and Mr. McKenna serving as chair of the Compensation Committee.
Following the appointment of Messrs. Cohen, McKenna and Dr. Henderson, the Board is comprised of the following three classes: the term of office of the first class of directors, Class I, consists of Mr. Cohen and will expire at the Company’s first annual meeting of shareholders; the term of office of the second class of directors, Class II, consists of Mr. McKenna and will expire at the Company’s second annual meeting of shareholders; and the term of office of the third class of directors, Class III, consists of Dr. Henderson and will expire at the Company’s third annual meeting of shareholders.
On October 15, 2026, in connection with their appointments to the Board, each of the members of the Board entered into the Letter Agreement in the form previously filed as Exhibit 10.1 to the Registration Statement, as well as an indemnity agreement with the Company in the form previously filed as Exhibit 10.4 to the Registration Statement.
As described in the Registration Statement, Chen Yu, M.D., M.B.A. and Craig Skaling resigned from the Board effective upon the completion of the IPO.
Item 5.03. Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year.
On October 15, 2026, in connection with the IPO, the Company adopted its Amended and Restated Memorandum and Articles of Association (the “Amended Charter”), effective the same day. The terms of the Amended Charter are set forth in the Registration Statement and are incorporated herein by reference. A copy of the Amended Charter is attached as Exhibit 3.1 hereto and incorporated herein by reference.
Item 8.01. Other Events.
A total of $100,000,000 was placed in a U.S.-based trust account at Citibank, N.A. maintained by Odyssey Transfer and Trust Company, acting as trustee. Except with respect to interest earned on the funds held in the trust account that may be released to the Company to pay its taxes, if any, the funds held in the trust account will not be released from the trust account until the earliest of (i) in connection with the completion of the Company’s initial business combination, (ii) the redemption of any Class A Ordinary Shares if the Company is unable to complete its initial business combination within 24 months from the closing of the IPO, subject to applicable law or (iii) the redemption of Class A Ordinary Shares properly submitted in connection with a shareholder vote to amend the Company’s Amended Charter to (A) modify the substance or timing of the Company’s obligation to allow redemption in connection with its initial business combination or to redeem 100% of the Class A Ordinary Shares if the Company has not consummated an initial business combination within 24 months from the closing of the IPO or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity.
On October 15, 2026, the Company issued a press release announcing the pricing of the IPO, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
EXHIBIT INDEX
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Exhibit
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Description |
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1.1 |
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Underwriting Agreement, dated October 15, 2026, by and between the Company and Guggenheim Securities, LLC as representative of the underwriters. |
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3.1 |
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Amended and Restated Memorandum and Articles of Association. |
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10.1 |
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Letter Agreement, dated October 15, 2026, by and among the Company, its executive officers, its directors and TCGX Sponsor II, LLC. |
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10.2 |
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Investment Management Trust Agreement, dated October 15, 2026, by and between the Company and Odyssey Transfer and Trust Company, as trustee. |
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10.3 |
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Registration Rights Agreement, dated October 15, 2026, by and among the Company, TCGX Sponsor II, LLC and the Holders signatory thereto. |
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10.4 |
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Private Placement Shares Purchase Agreement, dated October 15, 2026, by and between the Company and TCGX Sponsor II, LLC. |
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10.5 |
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Forward Purchase Agreement, dated October 15, 2026, by and between the Company and TCG Crossover Fund III, LP. |
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99.1 |
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Press Release, dated October 15, 2026. |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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TCGX ACQUISITION CORP. II |
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By: |
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/s/ Chen Yu, |
Name: |
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Chen Yu, M.D., M.B.A. |
Title: |
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Chief Executive Officer |
Dated: October 19, 2026
Exhibit 99.1
TCGX Acquisition Corp. II Announces Pricing of $100,000,000 Initial Public Offering
PALO ALTO, Calif. (BUSINESS WIRE), October 15, 2026 — TCGX Acquisition Corp. II (the “Company”) announced today that it priced its initial public offering of 10,000,000 Class A ordinary shares at a price of $10.00 per share, for gross proceeds of $100,000,000. Unlike certain other special purpose acquisition company initial public offerings, investors in this offering will not receive warrants that would become exercisable following the completion of the Company’s initial business combination.
The Class A ordinary shares will be listed on The Nasdaq Capital Market under the ticker symbol “TCXB” beginning October 16, 2026. The offering is expected to close on or about October 19, 2026, subject to customary closing conditions.
The Company is a special purpose acquisition company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. The Company is sponsored by TCGX Sponsor II, LLC, an affiliate of TCG Crossover Management, LLC. While the Company may pursue an acquisition opportunity in any business, industry sector or geographical location, it intends to focus its search on the healthcare and healthcare-related industries, particularly in the life sciences and medical technology sectors.
Guggenheim Securities is acting as the sole book-running manager for the offering. The offering does not include an over-allotment option.
The offering is being made only by means of a prospectus. Copies of the prospectus may be obtained from Guggenheim Securities, LLC, Attn: Equity Syndicate Department, 330 Madison Avenue, 8th Floor, New York, NY 10017, or by telephone at (212) 518-9544, or by email at GSEquityProspectusDelivery@guggenheimpartners.com.
The registration statement relating to these securities has been declared effective by the Securities and Exchange Commission (the “SEC”) on October 15, 2026. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction 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.
CAUTIONARY NOTE CONCERNING FORWARD-LOOKING STATEMENTS
This press release contains statements that constitute “forward-looking statements,” including with respect to the Company’s search for an initial business combination. No assurance can be given that the proceeds of the offering will be used as indicated. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company's registration statement for the initial public offering filed with the SEC. Copies are available on the SEC's website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
Contacts
TCGX Acquisition Corp. II
Craig Skaling
(650) 924-9424
