\nTriGemX Bio, Inc. (\u201cTriGemX Bio\u201d), a biotechnology company focused on developing elismetrep, a potential first-in-class treatment for migraine, and TCGX Acquisition Corp. (Nasdaq: TCGX) (\u201cTCGX\u201d), a publicly listed special purpose acquisition company, today announced the confidential submission of a draft registration statement on Form S-4 (the \u201cRegistration Statement\u201d) to the U.S. Securities and Exchange Commission (\u201cSEC\u201d).<\/p>\n
\nThe submission of the Registration Statement marks an important milestone toward the completion of the previously announced proposed business combination between TriGemX Bio and TCGX that would result in TriGemX Bio becoming a publicly traded company listed on Nasdaq under the ticker symbol \u201cTGEM\u201d.<\/p>\n
\nThe closing of the business combination is expected to occur in the first quarter of 2027 and is subject to the receipt of the requisite approval of TCGX\u2019s shareholders, the Registration Statement being declared effective by the SEC, approval by Nasdaq to list the securities of the combined company, and other customary closing conditions.<\/p>\n
About TriGemX Bio<\/b><\/p>\n
\nTriGemX Bio is a biotechnology company focused on developing elismetrep, a potential first-in-class TRPM8 channel blocker for the treatment of migraine. The targeting of TRPM8 for the treatment of migraine is a direct result of TriGemX Bio\u2019s unique insights into neural signaling pathways. The name \u201cTriGemX\u201d is a reference to the trigeminal ganglion, a migraine-relevant neural structure where TRPM8 is expressed. Elismetrep is currently in Phase 3 trials for the acute treatment of migraine, with results from the first Phase 3 trial anticipated in mid-2027. For more information, visit www.tgemx.com<\/a>.<\/p>\n About TCGX Acquisition Corp.<\/b><\/p>\n \nTCGX Acquisition Corp. (Nasdaq: TCGX) is a special purpose acquisition company formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. TCGX is sponsored by TCGX Sponsor, LLC, an affiliate of TCG Crossover Management, LLC. TCGX is led by Chief Executive Officer Chen Yu and Chief Financial Officer Craig Skaling.<\/p>\n Additional Information About the Transaction and Where to Find It<\/b><\/p>\n \nIn connection with the business combination, TCGX and TriGemX Bio have prepared and confidentially submitted a draft Registration Statement on Form S-4 with the SEC, which includes a preliminary proxy statement and a preliminary prospectus of TCGX with respect to the securities to be offered in the business combination. After the Registration Statement is publicly filed, and ultimately declared effective, TCGX will mail a definitive proxy statement\/final prospectus to its shareholders as of a record date to be established for voting on the business combination. The Registration Statement, including the proxy statement\/prospectus contained therein, will contain important information about the business combination and the other matters to be voted upon at a meeting of TCGX\u2019s shareholders. This press release does not contain all the information that should be considered concerning the business combination and other matters and is not intended to provide the basis for any investment decision or any other decision in respect of such matters. TCGX and TriGemX Bio may also file other documents with the SEC regarding the business combination. TCGX\u2019s shareholders and other interested persons are advised to read, when available, the Registration Statement, including the preliminary proxy statement\/preliminary prospectus contained therein, the amendments thereto and the definitive proxy statement\/final prospectus and other documents filed in connection with the business combination, as these materials will contain important information about TCGX, TriGemX Bio, and the business combination. The documents filed by TCGX and TriGemX Bio with the SEC also may be obtained free of charge upon written request to TCGX at TCGX Acquisition Corp., 245 Lytton Ave., Suite 350, Palo Alto, California 94301. There can be no assurance that the proposed business combination will be completed, or completed on the terms currently contemplated.<\/p>\n Forward-Looking Statements<\/b><\/p>\n \nThis press release includes forward-looking statements. Forward-looking statements generally are accompanied by words such as \u201cbelieve,\u201d \u201canticipated,\u201d \u201cpotential,\u201d \u201cprovide,\u201d \u201cmay,\u201d \u201ccould,\u201d \u201cexpected,\u201d \u201cwill,\u201d \u201cwould,\u201d \u201cwill be\u201d and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding the proposed business combination, its completion, the expected timing of closing and the satisfaction of closing conditions; TriGemX Bio becoming a publicly traded company listed on Nasdaq under the ticker symbol \u201cTGEM\u201d; the development of elismetrep and its potential as a first-in-class treatment for migraine, including the anticipated timing of results from the first Phase 3 trial in mid-2027; and the anticipated public filing and effectiveness of the Registration Statement, the mailing of the definitive proxy statement\/final prospectus to TCGX shareholders, and the content and availability of future SEC filings and disclosures relating to the proposed business combination.<\/p>\n \nThese statements are based on various assumptions, whether or not identified in this press release, and on the current expectations of TriGemX Bio\u2019s and TCGX\u2019s management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as and must not be relied on by an investor as a guarantee, an assurance, a prediction, or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and may differ from assumptions. Many actual events and circumstances are beyond the control of TriGemX Bio and TCGX. These forward-looking statements are subject to a number of risks and uncertainties, including but not limited to changes in domestic and foreign business, market, financial, political, and legal and regulatory conditions; the inability of the parties to successfully or timely consummate the proposed business combination and other related transactions, including the risk that any regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions (such as any SEC statements or enforcement actions or other actions relating to SPACs) that could adversely affect the combined company or the expected benefits of the proposed business combination and other related transactions; the failure to obtain the approval of TCGX\u2019s shareholders or TriGemX Bio\u2019s stockholders or to satisfy other conditions to closing; the ability to complete the domestication of TCGX as a Delaware corporation; the ability to meet Nasdaq listing standards in connection with or following the consummation of the proposed business combination; failure to realize the anticipated benefits of the proposed business combination and other related transactions; risks related to the approval of TriGemX Bio\u2019s product candidates and the timing of expected regulatory and business milestones; ability to obtain additional financing; the occurrence of any event, change or other circumstance that could give rise to the termination of the business combination agreement; the outcome of any legal proceedings that may be instituted against TCGX or TriGemX Bio related to the proposed business combination; and the amount of redemption requests made by TCGX\u2019s public shareholders. Additional risks related to TriGemX Bio\u2019s business include, but are not limited to: uncertainty regarding outcomes of TriGemX Bio\u2019s product development activities, including timing of initiation, completion and data readouts for clinical trials and the potential approval of TriGemX Bio\u2019s product candidates; risks associated with TriGemX Bio\u2019s efforts to commercialize its product candidates; TriGemX Bio\u2019s ability to maintain its existing agreements with third parties and to negotiate and enter into new definitive agreements on favorable terms, if at all; the impact of competing products and product candidates on TriGemX Bio\u2019s future business; intellectual property-related claims; TriGemX Bio\u2019s ability to attract and retain qualified personnel; and TriGemX Bio\u2019s ability to source the raw materials for its product candidates. Additional risks related to TCGX include those factors discussed in the sections entitled \u201cRisk Factors\u201d and \u201cCautionary Note Regarding Forward-Looking Statements\u201d in those documents that TCGX has filed, or will file, with the SEC, including the Registration Statement when it becomes available. Nothing in this press release should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. Neither TCGX nor TriGemX Bio undertakes any duty to update these forward-looking statements, except as required by law.<\/p>\n Participants in the Solicitation<\/b><\/p>\n \nTCGX, TriGemX Bio, and their respective directors and executive officers may be deemed to be participants in the solicitations of proxies from TCGX\u2019s shareholders with respect to the proposed business combination and the other matters set forth in the Registration Statement. Information regarding TCGX\u2019s directors and executive officers, and a description of their interests in TCGX, is contained in the sections entitled \u201cManagement,\u201d \u201cPrincipal Shareholders\u201d and \u201cCertain Transactions\u201d of the registration statement for TCGX\u2019s initial public offering, which was filed with the SEC and is available free of charge at the SEC\u2019s website located at www.sec.gov<\/a>, or by directing a request to TCGX Acquisition Corp., 245 Lytton Ave., Suite 350, Palo Alto, California 94301. Additional information regarding the interests of such participants in the proxy solicitation and a description of their direct and indirect interests will be contained in the proxy statement\/prospectus relating to the proposed business combination when it becomes available.<\/p>\n \nThis press release is not a substitute for the Registration Statement, the proxy statement\/prospectus or any other document that TCGX may file with the SEC in connection with the proposed business combination. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT, THE PROXY STATEMENT\/PROSPECTUS AND THE OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. You may obtain free copies of these documents from the sources described above.<\/p>\n No Offer or Solicitation<\/b><\/p>\n \nThis press release shall not constitute an offer to sell, or the solicitation of an offer to buy, or a recommendation to purchase, any securities, in any jurisdiction, or the solicitation of any vote, consent or approval in any jurisdiction in connection with the proposed business combination or any related transactions, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. This press release is not, and under no circumstances is to be construed as, a prospectus, an advertisement or a public offering of the securities described herein in the United States or any other jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or exemptions therefrom. INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.<\/p>\n View source version on businesswire.com: <\/span>https:\/\/www.businesswire.com\/news\/home\/20261102177653\/en\/<\/a><\/span><\/p>\n TriGemX Bio Contact TCGX Acquisition Corp. Contact KEYWORDS:<\/b> United States North America California New York<\/p>\n INDUSTRY KEYWORDS:<\/b> Biotechnology Neurology Health Pharmaceutical Clinical Trials<\/p>\n<\/p>\n
\n<\/b>
Media Contact:
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media@tgemx.com
\n<\/a>
Investor Contact:
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ir@tgemx.com
\n<\/a><\/p>\n
\n<\/b>
Investor Contact:
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investorinquiries@tcgcrossover.com
\n<\/a>
Edward Amorosi
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eamorosi@tcgcrossover.com
\n<\/a>
Media Contact:
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media@tcgcrossover.com<\/a><\/p>\n
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