{"filing":{"accession_number":"0001193125-26-425355","cik":"0002149916","ticker":null,"company_name":"TCGX Acquisition Corp. II","form":"8-K","filing_date":"2026-10-19","report_date":"2026-10-15","primary_document":"tcxb-20261015.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/2149916/000119312526425355/tcxb-20261015.htm"},"events":[{"id":36159,"run_id":33337,"accession_number":"0001193125-26-425355","anchor_item_number":"1.01","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.75,"summary":"TCGX Acquisition Corp. II, a special purpose acquisition company (SPAC), consummated its initial public offering on October 19, 2026, raising $100 million in gross proceeds through the issuance of 10 million Class A ordinary shares at $10 per share. The IPO closing included ancillary agreements integral to the SPAC formation, including underwriting, trust, registration rights, sponsor private placement, and forward purchase agreements with TCG Crossover Fund III, LP signaling commitment to a future business combination.","company_name":"TCGX Acquisition Corp. II","ticker":null,"filing_date":"2026-10-19","form":"8-K","submitted_at":null,"items":[{"id":40475,"accession_number":"0001193125-26-425355","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.75,"reasoning":"TCGX Acquisition Corp. II is a special purpose acquisition company (SPAC) that consummated its IPO on October 19, 2026, raising $100 million in gross proceeds. While the Item 1.01 caption references \"Entry into a Material Definitive Agreement,\" the substance of the disclosure centers on the IPO closing and the ancillary agreements (underwriting, trust, registration rights, sponsor private placement, and forward purchase agreements) that are integral to the SPAC formation and capital raise. SPACs are formed explicitly for the purpose of effecting a future business combination, and the IPO closing and related agreements represent the foundational capital-raising and structural event that enables the company's stated mission. This is classified as ma_activity because the SPAC structure itself is a material capital event and the forward purchase agreement with TCG Crossover Fund III, LP signals commitment to a future business combination transaction.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-10-19T20:59:48.942076+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":36160,"run_id":33337,"accession_number":"0001193125-26-425355","anchor_item_number":"3.02","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"summary":"The Sponsor completed an unregistered private placement of 450,000 Class A ordinary shares at $10.00 per share ($4.5 million aggregate) simultaneously with the IPO closing, exempted from registration under Section 4(a)(2) of the Securities Act.","company_name":"TCGX Acquisition Corp. II","ticker":null,"filing_date":"2026-10-19","form":"8-K","submitted_at":null,"items":[{"id":40476,"accession_number":"0001193125-26-425355","item_number":"3.02","item_title":"Unregistered Sales of Equity Securities.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"Item 3.02 discloses an unregistered private placement of 450,000 Class A ordinary shares at $10.00 per share ($4.5 million aggregate) to the Sponsor, completed simultaneously with the IPO closing. The transaction is explicitly exempted from registration under Section 4(a)(2) of the Securities Act, which is the hallmark of a dilutive private placement. This is material to investors as it represents immediate dilution to public shareholders and is a standard SPAC sponsor commitment.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-10-19T20:59:48.942076+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":36161,"run_id":33337,"accession_number":"0001193125-26-425355","anchor_item_number":"5.02","event_type":"exec_appointment","event_domain":"governance","is_material":true,"confidence":0.95,"summary":"Three independent directors—Joshua Cohen, Mark McKenna, and Dr. Michael Henderson—were appointed to the Board effective October 15, 2026, in connection with the Company's IPO, with assignments to the Audit and Compensation Committees.","company_name":"TCGX Acquisition Corp. II","ticker":null,"filing_date":"2026-10-19","form":"8-K","submitted_at":null,"items":[{"id":40477,"accession_number":"0001193125-26-425355","item_number":"5.02","item_title":"Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.","event_type":"exec_appointment","event_domain":"governance","is_material":true,"confidence":0.95,"reasoning":"The filing discloses the appointment of three independent directors—Joshua Cohen, Mark McKenna, and Dr. Michael Henderson—to the Board effective October 15, 2026, in connection with the Company's IPO. While the section also mentions the resignation of Chen Yu and Craig Skaling, the principal disclosed action centers on the three new director appointments and their committee assignments (Audit and Compensation Committees), making this an executive appointment event. This is material to investors as it establishes the initial governance structure of a newly public SPAC.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-10-19T20:59:48.942076+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":36162,"run_id":33337,"accession_number":"0001193125-26-425355","anchor_item_number":"5.03","event_type":"governance_other","event_domain":"governance","is_material":false,"confidence":0.75,"summary":"The Company adopted an Amended and Restated Memorandum and Articles of Association effective October 15, 2026, in connection with the IPO.","company_name":"TCGX Acquisition Corp. II","ticker":null,"filing_date":"2026-10-19","form":"8-K","submitted_at":null,"items":[{"id":40478,"accession_number":"0001193125-26-425355","item_number":"5.03","item_title":"Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year.","event_type":"governance_other","event_domain":"governance","is_material":false,"confidence":0.75,"reasoning":"The filing discloses adoption of an Amended and Restated Memorandum and Articles of Association in connection with the Company's IPO, effective October 15, 2026. This is a routine governance event—a charter amendment—that does not fit a specific named category. While the IPO itself is material, the Item 5.03 disclosure focuses narrowly on the charter amendment mechanics, which is administrative in nature and does not rise to materiality on its own.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-10-19T20:59:48.942076+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":36163,"run_id":33337,"accession_number":"0001193125-26-425355","anchor_item_number":"8.01","event_type":"financial_other","event_domain":"financial","is_material":true,"confidence":0.65,"summary":"TCGX Acquisition Corp. II completed its initial public offering, establishing a trust account with proceeds from the $100 million capital raise pending a future business combination, with trust account mechanics and redemption provisions disclosed.","company_name":"TCGX Acquisition Corp. II","ticker":null,"filing_date":"2026-10-19","form":"8-K","submitted_at":null,"items":[{"id":40479,"accession_number":"0001193125-26-425355","item_number":"8.01","item_title":"Other Events.","event_type":"other_material","event_domain":"catchall","is_material":true,"confidence":0.65,"reasoning":"This disclosure describes a SPAC's initial public offering (IPO) pricing and trust account establishment. While IPOs are material capital events, they do not fit neatly into the standard 8-K taxonomy—this is neither an earnings release, M\u0026A activity, debt issuance, nor dilutive equity issuance in the traditional sense. The core event is the completion of a $100M IPO with 10M Class A shares at $10/share, with proceeds held in trust pending a business combination. The trust account mechanics and redemption provisions are administrative but material to SPAC investors. Lacking a dedicated SPAC IPO category and given the domain is clearly financial/capital-raising but the specific type does not match any named category, `other_material` is most appropriate.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-10-19T20:59:48.942076+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":40475,"accession_number":"0001193125-26-425355","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.75,"reasoning":"TCGX Acquisition Corp. II is a special purpose acquisition company (SPAC) that consummated its IPO on October 19, 2026, raising $100 million in gross proceeds. While the Item 1.01 caption references \"Entry into a Material Definitive Agreement,\" the substance of the disclosure centers on the IPO closing and the ancillary agreements (underwriting, trust, registration rights, sponsor private placement, and forward purchase agreements) that are integral to the SPAC formation and capital raise. SPACs are formed explicitly for the purpose of effecting a future business combination, and the IPO closing and related agreements represent the foundational capital-raising and structural event that enables the company's stated mission. This is classified as ma_activity because the SPAC structure itself is a material capital event and the forward purchase agreement with TCG Crossover Fund III, LP signals commitment to a future business combination transaction.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-10-19T20:59:48.942076+00:00","company_name":"TCGX Acquisition Corp. II","ticker":null,"filing_date":"2026-10-19"},{"id":40476,"accession_number":"0001193125-26-425355","item_number":"3.02","item_title":"Unregistered Sales of Equity Securities.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"Item 3.02 discloses an unregistered private placement of 450,000 Class A ordinary shares at $10.00 per share ($4.5 million aggregate) to the Sponsor, completed simultaneously with the IPO closing. The transaction is explicitly exempted from registration under Section 4(a)(2) of the Securities Act, which is the hallmark of a dilutive private placement. This is material to investors as it represents immediate dilution to public shareholders and is a standard SPAC sponsor commitment.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-10-19T20:59:48.942076+00:00","company_name":"TCGX Acquisition Corp. II","ticker":null,"filing_date":"2026-10-19"},{"id":40477,"accession_number":"0001193125-26-425355","item_number":"5.02","item_title":"Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.","event_type":"exec_appointment","event_domain":"governance","is_material":true,"confidence":0.95,"reasoning":"The filing discloses the appointment of three independent directors—Joshua Cohen, Mark McKenna, and Dr. Michael Henderson—to the Board effective October 15, 2026, in connection with the Company's IPO. While the section also mentions the resignation of Chen Yu and Craig Skaling, the principal disclosed action centers on the three new director appointments and their committee assignments (Audit and Compensation Committees), making this an executive appointment event. This is material to investors as it establishes the initial governance structure of a newly public SPAC.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-10-19T20:59:48.942076+00:00","company_name":"TCGX Acquisition Corp. II","ticker":null,"filing_date":"2026-10-19"},{"id":40478,"accession_number":"0001193125-26-425355","item_number":"5.03","item_title":"Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year.","event_type":"governance_other","event_domain":"governance","is_material":false,"confidence":0.75,"reasoning":"The filing discloses adoption of an Amended and Restated Memorandum and Articles of Association in connection with the Company's IPO, effective October 15, 2026. This is a routine governance event—a charter amendment—that does not fit a specific named category. While the IPO itself is material, the Item 5.03 disclosure focuses narrowly on the charter amendment mechanics, which is administrative in nature and does not rise to materiality on its own.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-10-19T20:59:48.942076+00:00","company_name":"TCGX Acquisition Corp. II","ticker":null,"filing_date":"2026-10-19"},{"id":40479,"accession_number":"0001193125-26-425355","item_number":"8.01","item_title":"Other Events.","event_type":"other_material","event_domain":"catchall","is_material":true,"confidence":0.65,"reasoning":"This disclosure describes a SPAC's initial public offering (IPO) pricing and trust account establishment. While IPOs are material capital events, they do not fit neatly into the standard 8-K taxonomy—this is neither an earnings release, M\u0026A activity, debt issuance, nor dilutive equity issuance in the traditional sense. The core event is the completion of a $100M IPO with 10M Class A shares at $10/share, with proceeds held in trust pending a business combination. The trust account mechanics and redemption provisions are administrative but material to SPAC investors. Lacking a dedicated SPAC IPO category and given the domain is clearly financial/capital-raising but the specific type does not match any named category, `other_material` is most appropriate.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-10-19T20:59:48.942076+00:00","company_name":"TCGX Acquisition Corp. II","ticker":null,"filing_date":"2026-10-19"}]}