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The Generation Essentials Group (NYSE: TGE) filed a Form F-1 preliminary prospectus on 24 June 2025 registering a large block of securities for potential resale. The filing covers (i) the issuance of up to 16.22 million Class A shares upon cash exercise of Public and Sponsor Warrants priced at US$11.50 and (ii) the resale by selling security-holders of 57.40 million Class A shares and 11.12 million Sponsor Warrants. The resale shares represent approximately 88.7 % of TGE’s total outstanding ordinary shares (assuming full warrant exercise), while the Sponsor Warrants account for about 68.6 % of all outstanding warrants.
The filing highlights significant potential selling pressure. AMTD-affiliated entities may sell up to 37.76 million shares (58.4 % of outstanding shares and 93.8 % of voting power) once the registration statement is effective, subject to a three-year lock-up. Sponsor Shares were originally acquired at roughly US$0.0065 each versus the 23 June 2025 close of US$7.79, implying a sizeable unrealised gain. In the de-SPAC transaction, 85.8 % of BSII public shares were redeemed, reducing the public float.
TGE will receive no proceeds from any secondary sales. Cash proceeds would be realised only if warrant holders exercise for cash; management notes exercise is unlikely while the share price remains below the US$11.50 strike. The company warns that large-scale resales could materially depress the share price and hinder future capital raises.
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