TGE Value Creative Solutions (BEBE) risk factors, FY2025 10-K

TGE Value Creative Solutions's FY2025 10-K, filed Mar 23, 2026, lists 79 risk factors. There is no earlier 10-K to compare against, so the most company-specific risks are listed below.

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Risk factors listed
790 groups
Section length
24k wordsItem 1A

TGE Value Creative Solutions's biggest risks in the FY2025 10-K

  • TGE Value Creative Solutions Corp completed its initial public offering on December 22, 2025, raising $150,000,000 in gross proceeds.

The risks most specific to TGE Value Creative Solutions

  • Until the consummation of our Initial Public Offering, our only source of liquidity was an initial purchase of shares of Class B ordinary shares, par value $0.0001 per share, by our sponsor and loans from our sponsor

    The company completed its Initial Public Offering on December 22, 2025, selling 15,000,000 units at $10.00 per unit to raise $150,000,000 in gross proceeds.

  • We do not believe we will need to raise additional funds in order to meet the expenditures required for operating our business. However, if our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a business

    The company must consummate an initial business combination by December 22, 2027, or otherwise trigger an automatic winding up, dissolution, and liquidation.

  • Administrative Service Fee

    The company agreed to pay its sponsor, TGE SpiderNet Capital Group LLC, up to $2,500 per month for office space, utilities, and administrative support.

  • The underwriter was entitled to a cash underwriting discount of $0.20 per unit, or 2%, or $3,000,000 in aggregate, paid at the closing of our Initial Public Offering

    The underwriter is entitled to a deferred fee of up to $6,000,000, or 4% of the gross proceeds, payable solely upon the completion of a business combination.

  • Item 13. Certain Relationships and Related Transactions, and Director Independence

    The sponsor paid $25,000 for 5,750,000 founder shares and transferred 718,750 of those shares to directors, officers, and an advisor prior to the offering.

  • 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

    The company incurred approximately $34,000 in audit fees to independent registered public accounting firm Assentsure PAC for the initial public offering and 2025 audit.

All 79 risk factors

Headings as the filing states them, in filing order.

Other

  1. 01Liquidity and Capital Resources
  2. 02Until the consummation of our Initial Public Offering, our only source of liquidity was an initial purchase of shares of Class B ordinary shares, par value $0.0001 per share, by our sponsor and loans from our sponsor
  3. 03We do not believe we will need to raise additional funds in order to meet the expenditures required for operating our business. However, if our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a business
  4. 04Off-Balance Sheet Arrangements
  5. 05Administrative Service Fee
  6. 06The underwriter was entitled to a cash underwriting discount of $0.20 per unit, or 2%, or $3,000,000 in aggregate, paid at the closing of our Initial Public Offering
  7. 07Critical Accounting Estimates
  8. 08Evaluation of Disclosure Controls and Procedures
  9. 09Management's Report on Internal Controls over Financial Reporting
  10. 10(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
  11. 11Changes in Internal Control over Financial Reporting
  12. 12Internal Control over Financial Reporting
  13. 13Item 10. Directors, Executive Officers and Corporate Governance
  14. 14Xavier Zee 51 Chief Executive Officer
  15. 15Number, Terms of Office and Election of Officers and Director
  16. 16Committees of the Board of Directors
  17. 17Each 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
  18. 18Nominating and Corporate Governance Committee
  19. 19The 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
  20. 20Section 16(a) Beneficial Ownership Reporting Compliance
  21. 21Individual Entity Entity's Business Affiliation
  22. 22We cannot assure you that any of the above mentioned conflicts will be resolved in our favor
  23. 23Limitation on Liability and Indemnification of Officers and Directors
  24. 24Item 11. Executive Compensation
  25. 25The 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
  26. 26of Certain Beneficial Owners and Management and Related Stockholder Matters
  27. 27(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
  28. 28Transfers of Founder Shares and Private Placement Warrants
  29. 29Item 13. Certain Relationships and Related Transactions, and Director Independence
  30. 30Pursuant 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
  31. 31Any 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
  32. 32Policy for Approval of Related Party Transactions
  33. 33The 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
  34. 34Tax 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
  35. 35Item 15. Exhibits, Financial Statement Schedules
  36. 36No. Description of Exhibit
  37. 374.1* Description of the Company's securities
  38. 3897.1* Clawback Policy of the Company
  39. 39REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
  40. 40Opinion on the Financial Statements
  41. 41Total Current Assets 683,798
  42. 42Total Current Liabilities 263,031
  43. 43Loss from operations (89,950 )
  44. 44For the Period from June 13, 2025 (inception) to December 31, 2025
  45. 45Net cash used in operating activities (7,602 )
  46. 46Net cash used in investing activities (150,000,000 )
  47. 47Cash at Bank - End of the period 683,798
  48. 48NOTE 1 - DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
  49. 49Transaction 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
  50. 50NOTE 1 - DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (cont.)
  51. 51Cash and Cash Equivalents
  52. 52Investments held in Trust Account
  53. 53Concentration of Credit Risk
  54. 54Offering Costs Associated with the Initial Public Offering
  55. 55NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
  56. 56The 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
  57. 57Derivative Financial Instruments
  58. 58Net income Per Ordinary Share
  59. 59The 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
  60. 60Allocation of net income, basic and diluted $ 18,858 $ 126,973
  61. 61Class A Ordinary Shares Subject to Possible Redemption
  62. 62Gross proceeds 150,000,000
  63. 63Offering costs allocated to Class A ordinary shares subject to possible redemption (9,518,297 )
  64. 64Recently Issued Accounting Standards
  65. 65Pursuant to the Initial Public Offering, on December 22, 2025, the Company offered 15,000,000 Units at a price of $10.00 per Unit
  66. 66NOTE 4 - PRIVATE PLACEMENTS
  67. 67NOTE 5 - SEGMENT INFORMATION
  68. 68The 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
  69. 69Promissory Note - Related Party
  70. 70Administrative Services Agreement
  71. 71NOTE 8 - SHAREHOLDER'S (DEFICIT) EQUITY
  72. 72NOTE 8 - SHAREHOLDER'S DEFICIT (cont.)
  73. 73NOTE 9 - FAIR VALUE MEASUREMENTS
  74. 74Recurring Fair Value Measurements
  75. 75Over-allotment option liability 3 -
  76. 76Balance as of December 31, 2025 -
  77. 77NOTE 9 - FAIR VALUE MEASUREMENTS (cont.)
  78. 78Non- Recurring Fair Value Measurements
  79. 79NOTE 10 - SUBSEQUENT EVENTS

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The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.