SecProbe.io

CORRESP
 1
 filename1.htm

 TGE VALUE CREATIVE SOLUTIONS CORP

 66 rue Jean-Jacques Rousseau

 75001 Paris, France

 December
16, 2025

 VIA EDGAR

 Mr. Peter McPhun

 Mr. Mark Rakip

 Ms. Pearlyne Paulemon

 Mr. Jeffrey Gabor

 Division of Corporation Finance

 U.S. Securities and Exchange Commission

 100 F Street, NE

 Washington, D.C. 20549

 Re: TGE Value Creative Solutions Corp (the "Company")

 Registration Statement on Form S-1 (Registration
No. 333-289690)

 Dear Sir/Madam,

 Pursuant to Rule 461(a) of the General Rules and
Regulations under the Securities Act of 1933, as amended, the Company hereby requests acceleration of the effective date of the above
referenced Registration Statement to 4:00 p.m., Eastern Time, on December 18, 2025, or as soon thereafter
as practicable, or at such other time as the Company or its outside counsel, Skadden, Arps, Slate, Meagher & Flom LLP, request by
telephone that such Registration Statement be declared effective.

 Please contact Shu Du, of Skadden, Arps, Slate,
Meagher & Flom LLP, counsel to the Company, at +852 3740 4858, as soon as the Registration Statement has been declared effective,
or if you have any other questions or concerns regarding this matter.

 [Signature page follows]

 Very truly yours,

 TGE Value Creative Solutions Corp

 By:
 /s/ Samuel Chau

 Name:
 Samuel Chau

 Title:
 Chief Financial Officer

CORRESP
 1
 filename1.htm

 Cohen & Company Capital Markets,

 a division of Cohen & Company Securities, LLC

 3 Columbus Circle, 24th Floor

 New York, NY 10019

 VIA EDGAR

 December 16, 2025

 Mr. Peter McPhun

 Mr. Mark Rakip

 Ms. Pearlyne Paulemon

 Mr. Jeffrey Gabor

 Division of Corporation Finance

 U.S. Securities and Exchange Commission

 100 F Street, NE

 Washington, D.C. 20549

 Re:

 TGE Value Creative Solutions Corp (the "Company")
 Registration Statement on Form S-1 (Registration
 No. 333-289690)

 Ladies and Gentlemen:

 Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the "Act"), the undersigned
hereby joins in the request of the Company that the effective date of the above-referenced Registration Statement be accelerated so as
to permit it to become effective at 4:00 p.m., Eastern Time, on December 18, 2025, or as soon thereafter as practicable.

 Pursuant
to Rule 460 under the Act, the undersigned advise you that there will be distributed to each underwriter or dealer, who is reasonably
anticipated to participate in the distribution of the securities, as many copies of the preliminary prospectus dated December 4, 2025
as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

 The
undersigned advises that it has complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange
Act of 1934, as amended.

 (Signature pages follow)

 Very truly yours,

 COHEN AND COMPANY CAPITAL MARKETS,

 a division of Cohen & Company Securities, LLC

 By:
 /s/ Jerry Serowik

 Name:
 Jerry Serowik

 Title:
 Senior Managing Director; Head of Capital Markets

 [Signature Page to Underwriter's
Acceleration Request Letter]

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

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.

CORRESP
1
filename1.htm

                         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)

                         Skadden,
Arps, Slate, Meagher & Flom

世達國際律師事務所

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

September 17, 2025

Confidential

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

Registration Statement on Form S-1

Filed August 18, 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 September 12, 2025 on the Company’s registration
statement on Form S-1 filed on August 18, 2025 (the “Registration Statement”).

Concurrently with the submission of this letter,
the Company is filing amendment No. 1 to the Company’s registration statement on Form S-1 (the “Revised Registration
Statement”) and certain exhibits via EDGAR with Commission.

    Securities and Exchange Commission

September 17, 2025

Page 2

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.

Registration Statement on Form S-1 filed
August 18, 2025

Cover Page

 1. We note in the summary dilution table you appear to have calculated the Difference between NTBV and Offering Price in a manner
inconsistent with the Item. Please amend to revise the table to calculate the difference between the offering price and such net tangible
book value per share; refer to Item 1602(a)(4) of Regulation S-K.

In response to the Staff’s
comment, the Company has revised the disclosure on the cover page of the Revised Registration Statement.

 2. Where you first discuss the voting rights of the Class B ordinary shares, please revise to clearly state the different voting rights
of the Class B and Class A ordinary shares, including the continuation of the company in a jurisdiction outside of the Cayman Islands
as you disclose on page 46. Please also revise under the caption “Founder Shares” on page 13 and “Appointment of Directors;
Voting” on page 16.

In response to the Staff’s
comment, the Company has revised the disclosure on the cover page, page 20, page 22, page 59 and page 148 of the Revised Registration
Statement.

 3. When discussing the amount of compensation received or to be received, as required by Item 1602(a)(3) of Regulation S-K, please
include the determination of the number of shares issuable upon conversion of the founder shares under the anti-dilution mechanism and
the monthly payments to the sponsor or an affiliate for office space, utilities, secretarial and administrative support services. Ensure
that you include the amounts of each form of compensation and securities issuance, and whether they may result in a material dilution
of the purchasers’ equity interests. Please also provide a cross-reference to all relevant sections in the prospectus for disclosures
related to compensation, highlighted by prominent type or in another manner, as required by Item 1602(a)(3) of Regulation S-K.

In response to the Staff’s
comment, the Company has revised the disclosure on the cover page of the Revised Registration Statement.

    Securities and Exchange Commission

September 17, 2025

Page 3

 4. We note that you will have 24 months from the closing of this offering, or until such earlier liquidation date, to consummate an
initial business combination. However, we also note your disclosure on page F-8 that you have 24 months from the closing of this offering
(or 27 months from the closing of the Proposed Public Offering if the Company has executed a letter of intent, agreement in principle
or definitive agreement for an initial business combination within 24 months from the closing of the Proposed Public Offering). Please
revise or advise. See Item 1602(a)(1) of Regulation S-K.

In response to the Staff’s
comment, the Company has revised the disclosure on page F-8 of the Revised Registration Statement.

Prospectus Summary, page 1

 5. We note your disclosure on page 7 and elsewhere that members of your management team (including your independent directors) may
directly or indirectly own founder shares and/or private placement units following this offering. Please revise to disclose the persons
who have direct and indirect material interests in the sponsor, as well as the nature and amount of their interests. In addition, please
revise to clarify the identity of the controlling person(s) of the sponsor. See Item 1603(a)(7) of Regulation S-K.

In response to the Staff’s
comment, the Company has revised the disclosure on the cover page, page 1, page 7, page 99 and page 105 of the Revised Registration Statement.

 6. Please revise to state both the amount and nature of compensation and the amount of securities and the price to be paid by each
sponsor, sponsor affiliate and promoter. This information should be provided in tabular format, providing line items for each compensation
item. Please also disclose, outside of the table, “the extent to which” compensation and securities may result in a material
dilution of the purchasers’ equity interests and the anti-dilution adjustment of the founder shares inside the table. Please see
to Item 1602(b)(6) of Regulation S-K.

In response to the Staff’s
comment, the Company has revised the disclosure on page 8 to page 10 of the Revised Registration Statement.

 7. Please revise your summary to describe any actual or potential material conflicts between the sponsor, its affiliates, or promoters,
and purchasers in the offering, including those that may arise in determining whether to pursue a de-SPAC transaction. For example, you
should discuss potential material conflicts relating to compensation, the financial interests of the sponsor, its affiliates and promoters
in completing any de-SPAC transaction within the allotted time, repayment of loans, as well as the fact that the company may pursue a
de-SPAC transaction with a target that is affiliated with the sponsor, its affiliates or promoters. Please see Item 1602(b)(7) and Item
1603(b) of Regulation S-K.

In response to the Staff’s
comment, the Company has revised the disclosure on page 6 to page 10 of the Revised Registration Statement.

    Securities and Exchange Commission

September 17, 2025

Page 4

 8. We note your disclosure here and elsewhere that your management team has led the public offerings of AMTD Group, AMTD IDEA Group
(NYSE: AMTD), AMTD Digital Inc. (NYSE: HKD), and the business combination between TGE and Black Spade Acquisition II Co. If your sponsor,
its affiliates, promoters and management team have experience in organizing or are involved in any other special purpose acquisition companies,
please include the disclosure required by Item 1603(a)(3) of Regulation S-K. For any prior SPAC, please disclose any extensions of the
time to complete the transaction and the level of redemptions in connection therewith, and information concerning any completed business
combinations, including the financing needed for the transactions and the level of redemptions. Please see Item 1603(a)(3) of Regulation
S-K.

The Company respectfully acknowledges
the Staff’s comment and advises the Staff that, except in relation to the Company, its sponsor, its affiliates, promoters and management
team do not have any experience in organizing and are not involved in any other special purpose acquisition companies. The Company has
also revised the disclosure on page 7 and page 106 of the Revised Registration Statement.

 9. Please explain the material roles and responsibilities of AMTD Group, if any, in directing and managing the company’s activities.
We note disclosure on pages 1 and 93 given your affiliation with AMTD Group you intend to leverage AMTD’s full suite of capabilities
— including its operational track record, investment expertise, and long-term capital base, and disclosure on page 122 regarding
potential conflicts of interest. If you have any agreements with AMTD Group or other TGE entities, please disclose material terms and
file them as exhibits. In addition, if AMTD Group has any direct or indirect material interest in the sponsor, please disclose the nature
and amount thereof. Lastly, please include similar revisions in the business section. Refer to Items 1603(a)(4) and 1603(a)(7) of Regulation
S-K.

The Company respectfully acknowledges
the Staff’s comment and advises the Staff that AMTD Group has no material roles or responsibilities in directing or managing the
Company’s activities and the Company does not have any agreements with AMTD Group or other TGE entities except those entered or
to be entered into with the Company’s sponsor and set forth in the Revised Registration Statement. The Company has revised cover
page, page 1, page 7, page 99 and page 105 of the Revised Registration Statement to disclose AMTD Group’s direct or indirect material
interest in the sponsor.

    Securities and Exchange Commission

September 17, 2025

Page 5

 10. Please disclose your plans if you do not consummate a de-SPAC transaction within 24 months, including whether there are any limitations
on the number of extensions, including the number of times, and the consequences to the SPAC sponsor of not completing an extension of
this time period. Please also disclose whether security holders will have voting or redemption rights with respect to an extension. See
Item 1602(b)(4) of Regulation S-K.

In response to the Staff’s
comment, the Company has revised the disclosure on page 8 of the Revised Registration Statement.

 11. You state that your sponsor is an affiliate of The Generation Essentials Group. Please clarify your defined terms to establish
what entity you refer to throughout your prospectus as “The Generation Essentials Group.” In this regard, we note your disclosures
on page 119. To the extent applicable, please also revise your disclosures in the Summary, and elsewhere in your prospectus as appropriate,
to provide appropriate disclosures regarding The Generation Essentials Group, such as expanded disclosures regarding its roles and responsibilities,
any compensation payable to it, and any actual or potential conflicts that may arise from your sponsor’s connection with The Generation
Essentials Group. See, for example, Items 1602(b)(6), 1602(b)(7), 1603(a)(3), and 1603(a)(4) of Regulation S-K.

In response to the Staff’s
comment, the Company has revised the disclosure on page 1, page 6, page 7, page 99, page 104, page 105 and page 134 of the Revised Registration
Statement.

 12. Disclose the potential conflicts of interest arising from the ability to pursue an Affiliated Joint Acquisition opportunity.

In response to the Staff’s
comment, the Company has revised the disclosure on page 8, page 62, page 104 and page 136 of the Revised Registration Statement.

Founder shares, page 13

 13. We note your disclosure that in addition to your initial shareholders’ founder shares, you would need 5,750,001, or 25% (assuming
only the minimum number of shares representing a quorum are voted and the overallotment option is not exercised). Please explain to us
this calculation, as we note, for example, that there are 5,750,000 initial founder shares. In addition, please revise your disclosure
to clarify the amount of public shares that would need to be voted in favor of an initial business combination if only the number of shares
representing a quorum are voted.

In response to the Staff’s
comment, the Company has revised the disclosure on page 20, page 23, page 30, page 40, page 117 and page 147 of the Revised Registration
Statement.

    Securities and Exchange Commission

September 17, 2025

Page 6

Anticipated expenses and funding sources, page 19

 14. Please revise this section or include a new section within the Summary under an appropriate subcaption to provide a more comprehensive
discussion regarding whether you have any plans to seek additional financing and how such financings may impact unaffiliated security
holders, as required by Item1602(b)(5) of Regulation S-K. In this regard, we note your disclosure on page 61 that you intend to target
businesses with enterprise values that are greater than the net proceeds of this offering and the sale of the private placement warrants.

In response to the Staff’s
comment, the Company has revised the disclosure on page 13 of the Revised Registration Statement.

Risk Factors, page 31

 15. Please include a risk factor that describes the potential material effect on your shareholders of the stock buyback excise tax
enacted as part of the Inflation Reduction Act in August 2022. If applicable, include in your disclosure that the excise tax could reduce
the trust account funds available to pay redemptions or that are available to the combined company following a de-SPAC transaction. Also
describe, if applicable, the risk that if existing SPAC investors elect to redeem their shares such that their redemptions would subject
the SPAC to the stock buyback excise tax, the remaining shareholders that did not elect to redeem may economically bear the impact of
the excise tax.

The Company respectfully acknowledges
the Staff’s comment and advises the Staff that as the excise tax enacted as part of the Inflation Reduction Act is not applicable
to the Company, no relevant disclosure has been added in the Revised Registration Statement.

We may engage our underwriter or one
of their respective affiliates to provide additional services..., page 55

 16. Please expand this risk factor to also discuss the conflicts of interest risks arising from the underwriters’ ownership of the
private placement warrants.

In response to the Staff’s
comment, the Company has revised the disclosure on page 63 and page 64 of the Revised Registration Statement.

    Securities and Exchange Commission

September 17, 2025

Page 7

Our warrant agreement will designate...,
page 64

 17. We note your disclosure on page 64 that the exclusive forum provisions of the warrant agreement will not apply to suits brought
to enforce any liability or duty created by the Securities Act, the Exchange Act or any other claim for which the federal district courts
of the United States of America are the sole and exclusive forum. However, we also note your disclosure on page 139 that the exclusive
forum provision applies to claims under the Securities Act. Please revise to reconcile the inconsistency or advise.

In response to the Staff’s
comment, the Company has revised the disclosure on page 154 of the Revised Registration Statement.

Dilution, page 82

 18. We note you did not provide a tabular presentation of dilution to public shareholders at quartile intervals based on the percentages
of the maximum redemption threshol

September 12, 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
Registration Statement on Form S-1
Filed August 18, 2025
File No. 333-289690
Dear Xavier Zee:
            We have reviewed your 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.
Registration Statement on Form S-1 filed August 18, 2025
Cover page
1.We note in the summary dilution table you appear to have calculated the Difference
between NTBV and Offering Price in a manner inconsistent with the Item. Please
amend to revise the table to calculate the difference between the offering price and
such net tangible book value per share; refer to Item 1602(a)(4) of Regulation S-K.
2.Where you first discuss the voting rights of the Class B ordinary shares, please revise
to clearly state the different voting rights of the Class B and Class A ordinary shares,
including the continuation of the company in a jurisdiction outside of the Cayman
Islands as you disclose on page 46. Please also revise under the caption "Founder
Shares" on page 13 and "Appointment of Directors; Voting" on page 16.
When discussing the amount of compensation received or to be received, as required
by Item 1602(a)(3) of Regulation S-K, please include the determination of the number
of shares issuable upon conversion of the founder shares under the anti-dilution 3.

September 12, 2025
Page 2
mechanism and the monthly payments to the sponsor or an affiliate for office space,
utilities, secretarial and administrative support services. Ensure that you include the
amounts of each form of compensation and securities issuance, and whether they may
result in a material dilution of the purchasers' equity interests. Please also provide a
cross-reference to all relevant sections in the prospectus for disclosures related to
compensation, highlighted by prominent type or in another manner, as required by
Item 1602(a)(3) of Regulation S-K.
4.We note that you will have 24 months from the closing of this offering, or until such
earlier liquidation date, to consummate an initial business combination. However, we
also note your disclosure on page F-8 that you have 24 months from the closing of this
offering (or 27 months from the closing of the Proposed Public Offering if the
Company has executed a letter of intent, agreement in principle or definitive
agreement for an initial business combination within 24 months from the closing of
the Proposed Public Offering). Please revise or advise. See Item 1602(a)(1) of
Regulation S-K.
Prospectus Summary, page 1
5.We note your disclosure on page 7 and elsewhere that members of your management
team (including your independent directors) may directly or indirectly own founder
shares and/or private placement units following this offering. Please revise to disclose
the persons who have direct and indirect material interests in the sponsor, as well as
the nature and amount of their interests. In addition, please revise to clarify the
identity of the controlling person(s) of the sponsor. See Item 1603(a)(7) of Regulation
S-K.
6.Please revise to state both the amount and nature of compensation and the amount of
securities and the price to be paid by each sponsor, sponsor affiliate and promoter.
This information should be provided in tabular format, providing line items for each
compensation item. Please also disclose, outside of the table, “the extent to which”
compensation and securities may result in a material dilution of the purchasers’ equity
interests and the anti-dilution adjustment of the founder shares inside the table. Please
see to Item 1602(b)(6) of Regulation S-K.
7.Please revise your summary to describe any actual or potential material conflicts
between the sponsor, its affiliates, or promoters, and purchasers in the offering,
including those that may arise in determining whether to pursue a de-SPAC
transaction. For example, you should discuss potential material conflicts relating to
compensation, the financial interests of the sponsor, its affiliates and promoters in
completing any de-SPAC transaction within the allotted time, repayment of loans, as
well as the fact that the company may pursue a de-SPAC transaction with a target that
is affiliated with the sponsor, its affiliates or promoters. Please see Item 1602(b)(7)
and Item 1603(b) of Regulation S-K.
We note your disclosure here and elsewhere that your management team has led the
public offerings of AMTD Group, AMTD IDEA Group (NYSE: AMTD), AMTD
Digital Inc. (NYSE: HKD), and the business combination between TGE and Black
Spade Acquisition II Co. If your sponsor, its affiliates, promoters and management
team have experience in organizing or are involved in any other special purpose 8.

September 12, 2025
Page 3
acquisition companies, please include the disclosure required by Item 1603(a)(3) of
Regulation S-K. For any prior SPAC, please disclose any extensions of the time to
complete the transaction and the level of redemptions in connection therewith, and
information concerning any completed business combinations, including the financing
needed for the transactions and the level of redemptions. Please see Item 1603(a)(3) of
Regulation S-K.
9.Please explain the material roles and responsibilities of AMTD Group, if any, in
directing and managing the company’s activities. We note disclosure on pages 1 and
93 given your affiliation with AMTD Group you intend to leverage AMTD’s full suite
of capabilities — including its operational track record, investment expertise, and
long-term capital base, and disclosure on page 122 regarding potential conflicts of
interest. If you have any agreements with AMTD Group or other TGE entities, please
disclose material terms and file them as exhibits. In addition, if AMTD Group has any
direct or indirect material interest in the sponsor, please disclose the nature and
amount thereof. Lastly, please include similar revisions in the business section. Refer
to Items 1603(a)(4) and 1603(a)(7) of Regulation S-K.
10.Please disclose your plans if you do not consummate a de-SPAC transaction within 24
months, including whether there are any limitations on the number of extensions,
including the number of times, and the consequences to the SPAC sponsor of not
completing an extension of this time period. Please also disclose whether security
holders will have voting or redemption rights with respect to an extension. See Item
1602(b)(4) of Regulation S-K.
11.You state that your sponsor is an affiliate of The Generation Essentials Group. Please
clarify your defined terms to establish what entity you refer to throughout your
prospectus as "The Generation Essentials Group." In this regard, we note your
disclosures on page 119. To the extent applicable, please also revise your disclosures
in the Summary, and elsewhere in your prospectus as appropriate, to provide
appropriate disclosures regarding The Generation Essentials Group, such as expanded
disclosures regarding its roles and responsibilities, any compensation payable to it,
and any actual or potential conflicts that may arise from your sponsor's connection
with The Generation Essentials Group. See, for example, Items 1602(b)(6),
1602(b)(7), 1603(a)(3), and 1603(a)(4) of Regulation S-K.
12.Disclose the potential conflicts of interest arising from the ability to pursue an
Affiliated Joint Acquisition opportunity.
Founder shares, page 13
13.We note your disclosure that in addition to your initial shareholders' founder shares,
you would need 5,750,001, or 25% (assuming only the minimum number of shares
representing a quorum are voted and the overallotment option is not exercised). Please
explain to us this calculation, as we note, for example, that there are 5,750,000
initial founder shares. In addition, please revise your disclosure to clarify the amount
of public shares that would need to be voted in favor of an initial business
combination if only the number of shares representing a quorum are voted.

September 12, 2025
Page 4
Anticipated expenses and funding sources, page 19
14.Please revise this section or include a new section within the Summary under an
appropriate subcaption to provide a more comprehensive discussion regarding
whether you have any plans to seek additional financing and how such financings may
impact unaffiliated security holders, as required by Item1602(b)(5) of Regulation S-K.
In this regard, we note your disclosure on page 61 that you intend to target businesses
with enterprise values that are greater than the net proceeds of this offering and the
sale of the private placement warrants.
Risk Factors, page 31
15.Please include a risk factor that describes the potential material effect on your
shareholders of the stock buyback excise tax enacted as part of the Inflation Reduction
Act in August 2022. If applicable, include in your disclosure that the excise tax could
reduce the trust account funds available to pay redemptions or that are available to the
combined company following a de-SPAC transaction. Also describe, if applicable, the
risk that if existing SPAC investors elect to redeem their shares such that their
redemptions would subject the SPAC to the stock buyback excise tax, the remaining
shareholders that did not elect to redeem may economically bear the impact of the
excise tax.
We may engage our underwriter or one of their respective affiliates to provide additional
services..., page 55
16.Please expand this risk factor to also discuss the conflicts of interest risks arising from
the underwriters' ownership of the private placement warrants.
Our warrant agreement will designate..., page 64
17.We note your disclosure on page 64 that the exclusive forum provisions of the warrant
agreement will not apply to suits brought to enforce any liability or duty created by
the Securities Act, the Exchange Act or any other claim for which the federal district
courts of the United States of America are the sole and exclusive forum. However, we
also note your disclosure on page 139 that the exclusive forum provision applies to
claims under the Securities Act. Please revise to reconcile the inconsistency or advise.
Dilution, page 82
18.We note you did not provide a tabular presentation of dilution to public shareholders
at quartile intervals based on the percentages of the maximum redemption threshold as
required by Item 1602(c) of Regulation S-K. In addition, we note disclosure
throughout your registration statement regarding redemptions at the time of your
initial business combination that you may not redeem the public shares in an amount
that would cause your net tangible assets to be less than $5,000,001. Please revise
your tabular presentation of dilution to public shareholders to reflect the various
redemption quartile intervals and consider the aforementioned redemption restriction
in your determination of your maximum redemption threshold in your tabular dilution
presentation.

September 12, 2025
Page 5
19.Please expand your disclosure in connection with but outside the dilution table to
describe each material potential source of future dilution. Your disclosure should
address but not be limited to founder shares anti-dilution rights, shares that may be
issued in connection with the closing of your initial business combination, fund
raising through equity or convertible debt issuances, the exercise of the private
placement warrants to be purchased simultaneously with the closing of this
offering, and up to $2,000,000 of working capital loans that may be convertible into
private placement warrants. Refer to Item 1602(c) of Regulation S-K.
Management, page 116
20.Please identify and provide disclosure regarding your significant employees who are
not executive officers but who have made and/or are expected to make significant
contributions to the business of the company. In this regard, we note Calvin Choi is
identified as a founder and part of your management team. Please also clarify his role
in the company. See Item 401(c) of Regulation S-K.
Principal Shareholders
Transfers of Founder Shares and Private Placement Warrants, page 126
21.Please disclose any circumstances or arrangements under which the sponsor, its
affiliates and promoters, directly or indirectly have transferred or could transfer
ownership of your securities or that have resulted or could result in the surrender or
cancellation of such securities. Specifically, disclose whether indirect transfers of
ownership of your securities could take place through the transfer of interests in the
sponsor itself and describe any circumstances or arrangements whereby this has or
may take place. Also disclose the potential forfeiture of founder shares by the sponsor
if the over-allotment option is not exercised. See Item 1603(a)(6) of Regulation S-K.
In addition, if true, please add risk factor disclosure about risks that may arise from
TGE SpiderNet Capital Group LLC otherwise being removed as sponsor before
identifying and completing a business combination.
Notes to the financial statements, page F-7
22.Please tell us how you determined that your disclosure is compliant with the segment
disclosures for single reportable segment entities under ASC 280-10-50 and ASU
2023-07, or revise your footnotes to include the applicable disclosures.
Note 2 - Summary of significant accounting policies
Warrant instruments, page F-11
We note your disclosure that the Public and Private Warrants will be classified as
equity. It appears from your disclosure that should the warrants be held by someone
other than the initial purchaser or their permitted transferees, the private warrants will
be redeemable and exercisable by such holders on the same basis as the public
warrants. Given the terms of the private warrants change based on the identity of the
holder, provide us with your analysis under ASC 815-40 to support your proposed
accounting treatment specifically addressing how you concluded private
warrants meet the criteria for equity classification. As part of your analysis, please
specifically address the tender offer provision, and explain whether you believe there 23.

September 12, 2025
Page 6
are any instances where a cash payment could be made to a warrant holder that was
not in connection with a change of control of the Company. In that regard, please tell
us your consideration of the terms of the tender or exchange offer provision on page
138 of the document.
General
24.Please describe the general character of the Sponsor's business, as required by Item
1603(a)(2) of Regulation S-K.
25.Disclose, in a tabular format to the extent practicable, any lock-up agreements or other
restrictions on whether and when the sponsor and its affiliates may sell the SPAC’s
securities, including when such restrictions expire, the terms of any exceptions or
early expiration provisions, and the natural persons and entities subject to such an
agreement, arrangement, or understanding. See Item 1603(a)(9) of Regulation S-K.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Peter McPhun at 202-551-3581 or Mark Rakip at 202-551-3573 if you
ha