TCGX Acquisition Corp., a special purpose acquisition company (SPAC), announced on October 18, 2026, the execution of a definitive business combination agreement with TriGemX Bio, Inc. (formerly known as Kallyope, Inc.). The transaction will result in TriGemX Bio becoming a publicly traded company under the name "TriGemX Bio, Inc." and trading on the Nasdaq under the ticker symbol "TGEM." The boards of directors of both entities have approved the proposed merger.
Under the terms of the agreement, TCGX will first domesticate as a Delaware corporation, following which Merger Sub will merge with and into TriGemX. As part of the transaction, TCGX shareholders will have the right to redeem their shares for cash equal to the pro rata portion of the funds held in TCGX’s trust account. TriGemX Bio shareholders will roll 100% of their equity into the combined company and will not receive cash proceeds.
The combined entity is expected to receive approximately $246 million in gross proceeds. This capital is comprised of approximately $86 million from TCGX’s trust account and a concurrent $160 million private investment in public equity (PIPE) financing. The PIPE financing is being led by a group of investors, including TCGX, Viking Global Investors, ADAR1 Capital Management, BVF Partners, Samsara BioCapital, and Vianti Capital, at a price of $10.00 per share.
TCGX has agreed to provide the Combined Company with the capital necessary to complete the ongoing Phase 3 clinical trials for its lead candidate, elismetrep, a potential first-in-class acute treatment for migraine. The company also plans to complete a clinical trial for migraine prevention and undertake key commercial readiness activities. The transaction is expected to close in the first quarter of 2027, subject to the approval of shareholders from both TCGX and TriGemX Bio and the satisfaction of customary closing conditions.
