BEBE

Business Context and Reporting Period

Company: TGE Value Creative Solutions Corp (Ticker: BEBE, BEBE U, BEBE WS)
Reporting Period: Fiscal year ended December 31, 2025 (Inception: June 13, 2025)
Entity Type: Cayman Islands exempted company; Special Purpose Acquisition Company (SPAC)
Status: Shell company with no operating history or revenues. The company was formed to effect a business combination with one or more target businesses, primarily in media, digital media, entertainment, high fashion, lifestyle, culture, and gaming sectors.
Key Milestone: Consummated Initial Public Offering (IPO) on December 22, 2025, with trading commencing on December 19, 2025.

Key Financial Metrics

Material Changes and IPO Details

• Capital Raised: The IPO sold 15,000,000 units at $10.00 per unit, generating gross proceeds of $150,000,000. Simultaneously, the company sold 7,064,706 private placement warrants for gross proceeds of $4,150,000.
• Trust Account: $150,000,000 ($10.00 per unit) was deposited into a U.S.-based trust account. As of December 31, 2025, the trust balance grew to $150,109,781 due to interest income of $109,781.
• Offering Costs: Total transaction costs were approximately $9,790,284, including a $3,000,000 cash underwriting fee and a $6,000,000 deferred underwriting fee payable upon completion of a business combination.
• Share Structure: 15,000,000 Class A ordinary shares are subject to redemption. 5,000,000 Class B ordinary shares (founder shares) are outstanding, held by the sponsor and management. The over-allotment option was not exercised, resulting in the forfeiture of 750,000 founder shares.

Outlook, Risks, and Management Commentary

• Completion Window: The company has 24 months from the IPO closing (until December 22, 2027) to consummate an initial business combination. If unsuccessful, the company will liquidate and redeem public shares.
• Liquidity: The company has $683,798 in cash outside the trust account for working capital. Management believes this is sufficient to operate for at least 24 months. The sponsor may provide working capital loans up to $2,000,000, convertible into warrants.
• Redemption Rights: Public shareholders may redeem shares for a pro rata portion of the trust account (initially $10.00 per share plus interest) upon the completion of a business combination or liquidation.
• Key Risks:
  • Blank Check Status: No operating history; success depends entirely on identifying and merging with a target.
  • Trust Account Claims: Third-party claims could reduce the trust balance below $10.00 per share, though the sponsor has agreed to indemnify the trust against certain claims.
  • Geopolitical Factors: Risks associated with global conflicts (Russia-Ukraine, Middle East) and potential regulatory changes (CFIUS, outbound investment rules).
  • Conflicts of Interest: Management and directors have fiduciary duties to other entities (TGE, AMTD Group) which may compete for business opportunities.

Investor Verification Checklist

• Trust Account Balance: Verify the current balance in the trust account and any interest earned or withdrawn for taxes/expenses.
• Extension Provisions: Review the amended and restated memorandum and articles of association for terms regarding extending the 24-month completion window.
• Sponsor Indemnity: Assess the financial capacity of the sponsor (TGE SpiderNet Capital Group LLC) to fulfill indemnification obligations if third-party claims arise against the trust.
• Redemption Thresholds: Confirm the minimum net tangible asset requirement ($5,000,001) that limits the number of shares that can be redeemed.
• Related Party Transactions: Monitor the $2,500 monthly administrative fee paid to the sponsor and any working capital loans extended.