SEC Company Response from TGE Value Creative Solutions (BEBE) — Dec 4, 2025
TGE Value Creative Solutions Corp
Date: Dec. 4, 2025 · CIK: 0002079933 · Accession: 0001213900-25-118089
AI Filing Summary & Sentiment
File numbers found in text: 333-289690
Referenced dates: December 1, 2025
Letter
Division of Corporation Finance Office of Real Estate & Construction 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 Sir/Madam,
On behalf of our client, TGE Value Creative Solutions Corp, a company organized under the laws of the Cayman Islands (the " Company "), we are hereby submitting to the staff (the " Staff ") of the Securities and Exchange Commission (the " Commission ") this letter setting forth the Company's responses to the comments contained in the Staff's letter dated December 1, 2025 on the Company's registration statement on Form S-1 filed on September 17, 2025 (the " Registration Statement ").
Securities and Exchange Commission December 4, 2025 Page 2
Concurrently with the submission of this letter, the Company is filing amendment No. 2 to the Company's registration statement on Form S-1 (the " Revised Registration Statement ") and certain exhibits via EDGAR with Commission.
The Staff's comments are repeated below in bold and are followed by the Company's responses. The Company has included page references in the Revised Registration Statement where the language addressing a particular comment appears. Capitalized terms used but not otherwise defined herein have the meanings set forth in the Revised Registration Statement.
In addition to the revision and supplementation of disclosures in response to the Staff's comments, the Company has also included in the Revised Registration Statement (i) the unaudited financial statements of the Company as of September 30, 2025 and for the period from Jule 13, 2025 (inception) through September 30, 2025, and (ii) other information and data to reflect developments since the last filing.
The Company plans to have the Revised Registration Statement declared effective as soon as possible before December 18, 2025. The Company would appreciate the Staff's timely assistance and support to the Company in meeting this proposed timetable.
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.
In response to the Staff's comment, the Company has revised the disclosure on the cover page, page 1 and page 99 of the Revised Registration Statement.
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.
In response to the Staff's comment, the Company has revised the disclosure on the cover page and pages 90 to 92 of the Revised Registration Statement.
Securities and Exchange Commission December 4, 2025 Page 3
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.
In response to the Staff's comment, the Company has revised the disclosure on the cover page and pages 90 to 92 of the Revised Registration Statement to reflect the correct deferred underwriting commissions under different redemption intervals.
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.
The Company respectfully advises the Staff that in its response to the Staff's prior comment 23, the Company has provided the analysis under ASC 815-40 to support the accounting treatment of private warrants as equity based on the indexation test, settlement provisions, and the tender offer provision. The Company respectfully provides the following analysis to conclude the accounting agreement.
Securities and Exchange Commission December 4, 2025 Page 4
ASC 815-40-15 through ASC 815-40-25 provide the framework for determining whether warrants (or similar instruments) should be classified as equity or liabilities. The key considerations in assessing the classification of warrants include:
1. Indexation test (ASC 815-40-15-7 through ASC 815-40-15-8):
(a) The warrant must be indexed to the entity's stock, meaning the settlement terms must depend solely on the issuer's stock price and not on variables unrelated to the issuer's stock.
2. Equity scope exception (ASC 815-40-25-1 through ASC 815-40-25-14):
(a) A warrant can be classified as equity if it does not require net cash settlement under any circumstances.
(b) The settlement amounts must not vary based on the characteristics of the holder (ASC 815-40-25-10).
3. Settlement in shares only:
(a) The issuer must retain the ability to settle the warrant in shares at all times, ensuring there is no obligation to deliver cash.
As detailed in the Company's prior response, the Private Placement Warrants meet the indexation test under ASC 815-40-15 because the settlement terms depend solely on the Company's share price. The exercise price is fixed at $11.50 per share, and the settlement formula is based on the fair market value of the Company's shares (10-day VWAP), with no variables unrelated to the Company's shares introduced.
The followings are the additional analysis:
(A) No Net Cash Settlement
The Private Placement Warrants explicitly prohibit net cash settlement under all circumstances. Instead, the warrants are always settled in Class A ordinary shares, either through:
1. cash exercise, where the holder pays $11.50 per share to receive shares; or
2. cashless exercise, where the holder surrenders warrants and receives shares calculated based on the fair market value of the Company's shares.
Securities and Exchange Commission December 4, 2025 Page 5
The prohibition on net cash settlement ensures the Private Placement Warrants comply with the equity scope exception under ASC 815-40-25-7, which excludes liabilities requiring net cash settlement from equity classification.
Additionally, the cashless exercise feature ensures settlement in shares even in scenarios where cash exercise is impractical (e.g., no effective registration statement or delisting from a national exchange). This aligns with ASC 815-40-25-7, as the issuer retains the ability to settle exclusively in shares at all times.
(B) Holder Characteristics Test (ASC 815-40-25-10)
The Private Placement Warrants do not introduce settlement terms or amounts that vary based on the characteristics of the holder:
1. Consistent settlement terms across holders:
(a) The Private Placement Warrants initially allow unrestricted cashless exercise at the holder's discretion. Upon transfer to holders other than the initial purchasers or their permitted transferees, the terms of the Private Placement Warrants align with the Public Warrants, including contingent cashless exercise provisions and redemption rights.
(b) These changes do not affect the settlement amounts (i.e., the number of shares or proceeds delivered upon exercise). The exercise price and settlement formula remain identical, regardless of the holder.
2. No Holder-Specific Adjustments:
(a) The exercise price, settlement amounts, and the number of shares issuable upon exercise do not vary based on the identity, characteristics, or actions of the holder.
(b) The transferability provision is administrative in nature and aligns the terms of the Private Placement Warrants with those of the Public Warrants to ensure uniform treatment of all publicly held warrants.
The Private Placement Warrants satisfy the holder characteristics test under ASC 815-40-25-10, as their settlement terms are consistent across all holders and are not dependent on holder-specific variables. Therefore, at all times and for all potential holders, the settlement amount of the Private Placement Warrant is calculated using a single, fixed formula based solely on the Company's share price.
These safeguards ensure that settlement terms and amounts are consistent across all holders, with no adjustments based on the identity or characteristics of the holder, satisfying the requirements of ASC 815-40-25-10.
Securities and Exchange Commission December 4, 2025 Page 6
(C) Comparison of Cashless Exercise Provisions Between Public Warrants and Private Placement Warrants
The differences between the Public Warrants and Private Placement Warrants are administrative in nature and do not impact their classification as equity.
(I) Public Warrants
1. Cashless Exercise Provisions: cashless exercise is only allowed under specific conditions, such as:
(a) There is no effective registration statement covering the issuance of Class A shares upon exercise.
(b) The Class A shares are not listed on a national securities exchange.
(c) The Company exercises its redemption rights for the warrants.
2. Settlement Calculations: The settlement formula for cashless exercise is based on the 10-day VWAP of the Class A ordinary shares, with the number of shares delivered calculated based on the fair market value of the shares.
(II) Private Placement Warrants
3. Cashless Exercise Provisions: Private Placement Warrants initially allow unrestricted cashless exercise at the holder's discretion. Upon transfer to holders other than the initial purchasers or their permitted transferees, the cashless exercise provisions become contingent, aligning with the terms of the Public Warrants.
4. Settlement Calculations: The settlement formula for cashless exercise is identical to that of the Public Warrants, based on the 10-day VWAP of the Class A ordinary shares.
(III) Analysis of the Differences
The differences in cashless exercise provisions reflect administrative safeguards but do not affect the fundamental equity nature of either type of warrant:
1. Both types of warrants rely on the same fair value-based settlement formula, which is indexed to the Company's shares.
2. The contingencies in the Public Warrants' cashless exercise provisions do not introduce variables unrelated to the Company's share price.
3. The unrestricted cashless exercise feature of the Private Placement Warrants reinforces their classification as equity, while the alignment of terms upon transfer ensures consistent treatment across all holders.
The changes to the cashless exercise provisions and redemption rights upon transfer are designed to align the Private Placement Warrants with Public Warrants. This ensures uniform treatment of all warrants in the public domain without introducing new settlement terms or variables unrelated to the Company's shares. These changes are procedural in nature and do not impact the fundamental equity classification of the warrants under ASC 815-40.
Securities and Exchange Commission December 4, 2025 Page 7
(D) Analysis of the Transferability Provision
1. Settlement Amounts Are Not Dependent on Holder Characteristics (ASC 815-40-25-10):
● The transferability provision does not result in changes to the settlement amounts (i.e., the number of shares or proceeds delivered upon exercise).
○ The exercise price ($11.50 per share) and the settlement formula (cash or cashless exercise based on the fair market value of the shares) remain fixed and determinable, regardless of whether the Private Placement Warrants are held by the initial purchasers, their permitted transferees, or third-party public holders.
○ While some administrative terms of the Private Placement Warrants (e.g., redemption rights and cashless exercise restrictions) change upon transfer, these changes do not impact the fundamental settlement amounts or introduce holder-specific variables.
● ASC 815-40-25-10 explicitly requires that settlement provisions apply consistently to all holders. The transferability provision ensures that once transferred, Private Placement Warrants align with Public Warrants, applying the same settlement formula to both.
● The transferability provision ensures that the settlement terms and amounts remain consistent across all holders of Private Placement Warrants, regardless of whether they are held by the initial purchasers, permitted transferees, or third-party public holders. This consistency satisfies the requirements of ASC 815-40-25-10, which prohibits settlement terms from varying based on the characteristics or identity of the holder.
Securities and Exchange Commission December 4, 2025 Page 8
2. No Variable Adjustments to Exercise Price or Number of Shares (ASC 815-40-15-7 through ASC 815-40-15-8):
● The exercise price of $11.50 per share and the settlement formula based on the volume-weighted average price (VWAP) of the Company's shares are fixed and determinable.
● The transferability prov
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CORRESP 1 filename1.htm Skadden, Arps, Slate, Meagher & Flom 世 達 國 際 律 師 事 務 所 Partners Geoffrey Chan * Shu Du * Andrew L. Foster * Chi T. Steve Kwok * Haiping Li * Rory McAlpine ¨ Jonathan B. Stone * Paloma P. Wang ¨ Friven Yeoh ¨ ¨ (Also Admitted in England & Wales) * (Also Admitted in New York) 42/F, EDINBURGH TOWER, THE LANDMARK 15 QUEEN'S ROAD CENTRAL, HONG KONG _________ TEL: (852) 3740-4700 FAX: (852) 3740-4727 www.skadden.com AFFILIATE OFFICES ----------- BOSTON CHICAGO HOUSTON LOS ANGELES NEW YORK PALO ALTO WASHINGTON, D.C. WILMINGTON ----------- ABU DHABI BEIJING BRUSSELS FRANKFURT LONDON MUNICH PARIS SÃO PAULO SEOUL SINGAPORE TOKYO TORONTO December 4, 2025 Mr. Peter McPhun Mr. Mark Rakip Ms. Pearlyne Paulemon Mr. Jeffrey Gabor Division of Corporation Finance Office of Real Estate & Construction U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 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 Sir/Madam, On behalf of our client, TGE Value Creative Solutions Corp, a company organized under the laws of the Cayman Islands (the " Company "), we are hereby submitting to the staff (the " Staff ") of the Securities and Exchange Commission (the " Commission ") this letter setting forth the Company's responses to the comments contained in the Staff's letter dated December 1, 2025 on the Company's registration statement on Form S-1 filed on September 17, 2025 (the " Registration Statement "). Securities and Exchange Commission December 4, 2025 Page 2 Concurrently with the submission of this letter, the Company is filing amendment No. 2 to the Company's registration statement on Form S-1 (the " Revised Registration Statement ") and certain exhibits via EDGAR with Commission. The Staff's comments are repeated below in bold and are followed by the Company's responses. The Company has included page references in the Revised Registration Statement where the language addressing a particular comment appears. Capitalized terms used but not otherwise defined herein have the meanings set forth in the Revised Registration Statement. In addition to the revision and supplementation of disclosures in response to the Staff's comments, the Company has also included in the Revised Registration Statement (i) the unaudited financial statements of the Company as of September 30, 2025 and for the period from Jule 13, 2025 (inception) through September 30, 2025, and (ii) other information and data to reflect developments since the last filing. The Company plans to have the Revised Registration Statement declared effective as soon as possible before December 18, 2025. The Company would appreciate the Staff's timely assistance and support to the Company in meeting this proposed timetable. 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. In response to the Staff's comment, the Company has revised the disclosure on the cover page, page 1 and page 99 of the Revised Registration Statement. 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. In response to the Staff's comment, the Company has revised the disclosure on the cover page and pages 90 to 92 of the Revised Registration Statement. Securities and Exchange Commission December 4, 2025 Page 3 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. In response to the Staff's comment, the Company has revised the disclosure on the cover page and pages 90 to 92 of the Revised Registration Statement to reflect the correct deferred underwriting commissions under different redemption intervals. 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. The Company respectfully advises the Staff that in its response to the Staff's prior comment 23, the Company has provided the analysis under ASC 815-40 to support the accounting treatment of private warrants as equity based on the indexation test, settlement provisions, and the tender offer provision. The Company respectfully provides the following analysis to conclude the accounting agreement. Securities and Exchange Commission December 4, 2025 Page 4 ASC 815-40-15 through ASC 815-40-25 provide the framework for determining whether warrants (or similar instruments) should be classified as equity or liabilities. The key considerations in assessing the classification of warrants include: 1. Indexation test (ASC 815-40-15-7 through ASC 815-40-15-8): (a) The warrant must be indexed to the entity's stock, meaning the settlement terms must depend solely on the issuer's stock price and not on variables unrelated to the issuer's stock. 2. Equity scope exception (ASC 815-40-25-1 through ASC 815-40-25-14): (a) A warrant can be classified as equity if it does not require net cash settlement under any circumstances. (b) The settlement amounts must not vary based on the characteristics of the holder (ASC 815-40-25-10). 3. Settlement in shares only: (a) The issuer must retain the ability to settle the warrant in shares at all times, ensuring there is no obligation to deliver cash. As detailed in the Company's prior response, the Private Placement Warrants meet the indexation test under ASC 815-40-15 because the settlement terms depend solely on the Company's share price. The exercise price is fixed at $11.50 per share, and the settlement formula is based on the fair market value of the Company's shares (10-day VWAP), with no variables unrelated to the Company's shares introduced. The followings are the additional analysis: (A) No Net Cash Settlement The Private Placement Warrants explicitly prohibit net cash settlement under all circumstances. Instead, the warrants are always settled in Class A ordinary shares, either through: 1. cash exercise, where the holder pays $11.50 per share to receive shares; or 2. cashless exercise, where the holder surrenders warrants and receives shares calculated based on the fair market value of the Company's shares. Securities and Exchange Commission December 4, 2025 Page 5 The prohibition on net cash settlement ensures the Private Placement Warrants comply with the equity scope exception under ASC 815-40-25-7, which excludes liabilities requiring net cash settlement from equity classification. Additionally, the cashless exercise feature ensures settlement in shares even in scenarios where cash exercise is impractical (e.g., no effective registration statement or delisting from a national exchange). This aligns with ASC 815-40-25-7, as the issuer retains the ability to settle exclusively in shares at all times. (B) Holder Characteristics Test (ASC 815-40-25-10) The Private Placement Warrants do not introduce settlement terms or amounts that vary based on the characteristics of the holder: 1. Consistent settlement terms across holders: (a) The Private Placement Warrants initially allow unrestricted cashless exercise at the holder's discretion. Upon transfer to holders other than the initial purchasers or their permitted transferees, the terms of the Private Placement Warrants align with the Public Warrants, including contingent cashless exercise provisions and redemption rights. (b) These changes do not affect the settlement amounts (i.e., the number of shares or proceeds delivered upon exercise). The exercise price and settlement formula remain identical, regardless of the holder. 2. No Holder-Specific Adjustments: (a) The exercise price, settlement amounts, and the number of shares issuable upon exercise do not vary based on the identity, characteristics, or actions of the holder. (b) The transferability provision is administrative in nature and aligns the terms of the Private Placement Warrants with those of the Public Warrants to ensure uniform treatment of all publicly held warrants. The Private Placement Warrants satisfy the holder characteristics test under ASC 815-40-25-10, as their settlement terms are consistent across all holders and are not dependent on holder-specific variables. Therefore, at all times and for all potential holders, the settlement amount of the Private Placement Warrant is calculated using a single, fixed formula based solely on the Company's share price. These safeguards ensure that settlement terms and amounts are consistent across all holders, with no adjustments based on the identity or characteristics of the holder, satisfying the requirements of ASC 815-40-25-10. Securities and Exchange Commission December 4, 2025 Page 6 (C) Comparison of Cashless Exercise Provisions Between Public Warrants and Private Placement Warrants The differences between the Public Warrants and Private Placement Warrants are administrative in nature and do not impact their classification as equity. (I) Public Warrants 1. Cashless Exercise Provisions: cashless exercise is only allowed under specific conditions, such as: (a) There is no effective registration statement covering the issuance of Class A shares upon exercise. (b) The Class A shares are not listed on a national securities exchange. (c) The Company exercises its redemption rights for the warrants. 2. Settlement Calculations: The settlement formula for cashless exercise is based on the 10-day VWAP of the Class A ordinary shares, with the number of shares delivered calculated based on the fair market value of the shares. (II) Private Placement Warrants 3. Cashless Exercise Provisions: Private Placement Warrants initially allow unrestricted cashless exercise at the holder's discretion. Upon transfer to holders other than the initial purchasers or their permitted transferees, the cashless exercise provisions become contingent, aligning with the terms of the Public Warrants. 4. Settlement Calculations: The settlement formula for cashless exercise is identical to that of the Public Warrants, based on the 10-day VWAP of the Class A ordinary shares. (III) Analysis of the Differences The differences in cashless exercise provisions reflect administrative safeguards but do not affect the fundamental equity nature of either type of warrant: 1. Both types of warrants rely on the same fair value-based settlement formula, which is indexed to the Company's shares. 2. The contingencies in the Public Warrants' cashless exercise provisions do not introduce variables unrelated to the Company's share price. 3. The unrestricted cashless exercise feature of the Private Placement Warrants reinforces their classification as equity, while the alignment of terms upon transfer ensures consistent treatment across all holders. The changes to the cashless exercise provisions and redemption rights upon transfer are designed to align the Private Placement Warrants with Public Warrants. This ensures uniform treatment of all warrants in the public domain without introducing new settlement terms or variables unrelated to the Company's shares. These changes are procedural in nature and do not impact the fundamental equity classification of the warrants under ASC 815-40. Securities and Exchange Commission December 4, 2025 Page 7 (D) Analysis of the Transferability Provision 1. Settlement Amounts Are Not Dependent on Holder Characteristics (ASC 815-40-25-10): ● The transferability provision does not result in changes to the settlement amounts (i.e., the number of shares or proceeds delivered upon exercise). ○ The exercise price ($11.50 per share) and the settlement formula (cash or cashless exercise based on the fair market value of the shares) remain fixed and determinable, regardless of whether the Private Placement Warrants are held by the initial purchasers, their permitted transferees, or third-party public holders. ○ While some administrative terms of the Private Placement Warrants (e.g., redemption rights and cashless exercise restrictions) change upon transfer, these changes do not impact the fundamental settlement amounts or introduce holder-specific variables. ● ASC 815-40-25-10 explicitly requires that settlement provisions apply consistently to all holders. The transferability provision ensures that once transferred, Private Placement Warrants align with Public Warrants, applying the same settlement formula to both. ● The transferability provision ensures that the settlement terms and amounts remain consistent across all holders of Private Placement Warrants, regardless of whether they are held by the initial purchasers, permitted transferees, or third-party public holders. This consistency satisfies the requirements of ASC 815-40-25-10, which prohibits settlement terms from varying based on the characteristics or identity of the holder. Securities and Exchange Commission December 4, 2025 Page 8 2. No Variable Adjustments to Exercise Price or Number of Shares (ASC 815-40-15-7 through ASC 815-40-15-8): ● The exercise price of $11.50 per share and the settlement formula based on the volume-weighted average price (VWAP) of the Company's shares are fixed and determinable. ● The transferability prov