TCGX Acquisition Corp. II 公开披露 IPO 及私募发行细节

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 19, 2026

TCGX Acquisition Corp. II

(Exact name of registrant as specified in its charter)

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)

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:

Securities registered pursuant to Section 12(b) of the Act:

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 8.01. Other Events.

As previously reported, on October 19, 2026, TCGX Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), consummated its initial public offering (the “Offering”) 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 an offering price of $10.00 per share, generating gross proceeds to the Company of $100,000,000.

As previously reported, on October 19, 2026, simultaneously with the consummation of the Offering, the Company consummated the private placement of an aggregate of 450,000 Class A Ordinary Shares (the “Private Placement Shares”) at a price of $10.00 per Private Placement Share, generating gross proceeds of $4,500,000. TCGX Sponsor II, LLC (the “Sponsor”) purchased 450,000 Private Placement Shares in the private placement.

A total of $100,000,000 ($10.00 per Class A Ordinary Share) of the net proceeds from the Offering was placed in a trust account established for the benefit of the Company’s public shareholders, with Odyssey Transfer and Trust Company acting as trustee.

An audited balance sheet as of October 19, 2026, reflecting receipt of the proceeds from the Offering and the Private Placement, has been issued by the Company and is included as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are being filed herewith:

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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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