SecProbe.io

December 1, 2025
Xavier Zee
Chief Executive Officer
TGE Value Creative Solutions Corp
66 rue Jean-Jacques Rousseau
75001 Paris, France
Re:TGE Value Creative Solutions Corp
Amendment No. 1 to Registration Statement on Form S-1
Filed September 17, 2025
File No. 333-289690
Dear Xavier Zee:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments. Unless we note
otherwise, any references to prior comments are to comments in our September 12,
2025 letter.
Amendment No. 1 to Form S-1 filed September 17, 2025
Prospectus Summary, page 1
1.Please disclose all persons who have a direct and material interest in the
SPAC sponsor. We note your disclosure that both your sponsor and TGE are
ultimately controlled by AMTD Group Inc., or AMTD Group, which beneficially
owns approximately 77.9% and 77.9% of the equity interests and 97.4% and 97.4% of
the aggregate voting power. Refer to Item 1603(a)(7) of Regulation S-K. To the extent
an entity's interest in the sponsor is direct and material, please disclose the natural
person(s) who have voting or investment control over the shares held by the entity.

December 1, 2025
Page 2
Dilution, page 90
2.We note your response to our prior comment 18 and revised disclosure confirming
that redemptions in connection with a business combination cannot cause your net
tangible assets to fall below $5,000,001, thereby capping the maximum redemptions
permitted. Please amend your tabular dilution disclosure to present dilution at quartile
intervals based on percentages of your maximum redemption threshold and not based
on absolute percentages of shares issued in connection with your offering (e.g., 25%
of maximum redemption, not 25% of public offering). Refer to Item 1602(a)(4) of
Regulation S-K. In addition, update such amounts throughout your prospectus
accordingly.
3.You disclose on page 175 that deferred underwriting commissions at $0.40 per unit
will be due to the underwriters solely on amounts remaining in the trust account
following all properly submitted shareholder redemptions, which would appear to
imply that as redemptions increase, the deferred underwriter commissions would
correspondingly decrease. Given the impact of deferred underwriting commissions is
depicted as $6 million under each quartile redemption interval, please tell us what
consideration you gave to this pro rata payment when presenting the redemption
scenarios within your dilution table.
Note 2 - Summary of Significant Accounting Policies
Warrant Instruments, page F-11
4.We note your response to our prior comment 23. Please provide us with your analysis
under ASC 815-40 to support your accounting treatment for the private warrants as
equity. As part of your analysis, please specifically address the differences between
the cashless exercise provisions including the settlement calculations related to the
Public and Private Placement Warrants. Given that the Private Placement Warrants
will become redeemable and exercisable on the same terms as the Public Warrants if
they are transferred to holders other than the initial purchasers or their permitted
transferees, please tell us how you considered such provision in your evaluation of
whether there are potential changes to the settlement amounts that are dependent upon
the characteristics of the holder of the warrant and how the differences in terms
between the Public and Private Placement Warrants did not preclude the Private
Placement Warrants from being considered indexed to the entity’s stock based on the
guidance in ASC 815-40.
5.We further note your response to our prior comment 23 related to the tender offer
provision. Please further expand your response to address how the Company
concluded that the tender offer provision does not create a scenario where cash
settlement is required outside of a change of control event. In that regard, please tell
us how you considered the terms of the tender offer provision that if a tender,
exchange or redemption offer has been made to and accepted by more than 50% of the
issued and outstanding Class A ordinary shares, the holders of a warrant will be
entitled to receive the highest amount of cash, securities or other property to which
such holder would actually have been entitled as a shareholder if such warrant holder
had exercised the warrant prior to the expiration of such tender or exchange offer.

December 1, 2025
Page 3
Exhibit 23.1, page II-6
6.We note the updated consent of your independent registered public accounting firm
refers to the audit report dated August 11, 2025.  Please tell us why the date noted for
the auditor's report was changed and no longer reflects the August 18, 2025 date of the
auditor's report included in your amended prospectus, and advise or amend to revise
as necessary.
            Please contact Peter McPhun at 202-551-3581 or Mark Rakip at 202-551-3573 if you
have questions regarding comments on the financial statements and related matters. Please
contact Pearlyne Paulemon at 202-551-8714 or Jeffrey Gabor at 202-551-2544 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Shu Du, Esq.