UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Securities registered pursuant to Section 12(b) of the Act: None.
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The information included in Item 5.07 is incorporated by reference in this item to the extent required.
A copy of the special resolutions adopting the amendment to the Articles (as defined below) is attached to this Current Report on Form 8-K as Exhibit 3.1 and incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On April 15, 2026, TLGY Acquisition Corporation, a Cayman Islands exempted company (“TLGY” or the “Company”), held an extraordinary general meeting of shareholders (the “TLGY Shareholders’ Meeting”) at which its shareholders approved a proposal to amend the Company’s Amended and Restated Memorandum and Articles of Association (the “Articles”) to modify the monthly amount that CPC Sponsor Opportunities I, LP and CPC Sponsor Opportunities I (Parallel), LP, the Company’s sponsors (the “Sponsors”) or their affiliates or designees must deposit into the Company’s trust account (the “Trust Account”) in order to extend the period of time to consummate an initial business combination (the “Termination Date”) by one month, up to six times (starting from the first date on which such modified extension payment is made), if requested by the Sponsors and accepted by the Company, from the lesser of (x) $0.05 per outstanding share and (y) $25,000 to the lesser of (x) $0.05 per outstanding share and (y) $10,000 (the “Extension Amendment”).
On March 20, 2026, the record date for the TLGY Shareholders’ Meeting, there were 5,834,587 Class A ordinary shares, par value $0.0001 per share, of TLGY (“Class A Ordinary Shares”) and 105,000 Class B ordinary shares, par value $0.0001 per share (“Class B Ordinary Shares” and together with the Class A Ordinary Shares, the “Ordinary Shares”), entitled to be voted at the TLGY Shareholders’ Meeting. At the TLGY Shareholders’ Meeting, 5,408,488 Ordinary Shares, or approximately 91.06% of the shares entitled to vote at the TLGY Shareholders’ Meeting, were represented in person or by proxy, which constituted a quorum.
The following is a tabulation of the votes with respect to the Extension Amendment, which was approved by the Company’s shareholders:
| For | Against | Abstain | ||
| 5,406,283 | 2,105 | 100 |
In connection with the TLGY Shareholders’ Meeting, shareholders holding 13,817 Class A Ordinary Shares exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account maintained by Continental Stock Transfer & Trust Company.
In addition, on April 16, 2026, the Company filed with the Cayman Islands Registrar of Companies a notice of the special resolutions amending the Articles. Under Cayman Islands law, the amendment to the Articles took effect upon approval of the Extension Amendment.
Item 8.01 Other Events.
On April 15, 2026, the Company notified Continental Stock Transfer & Trust Company of its intention to extend the Termination Date by an additional month for the period from April 29, 2026 to May 29, 2026, subject to the Sponsors or their affiliates or designees depositing $10,000 (the “Extension Deposit”) into the Trust Account.
On April 16, 2026, the Sponsors or their affiliates or designees deposited the Extension Deposit into the Trust Account and as a result the Termination Date was extended by one month until May 29, 2026.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
| Exhibit No. | Description of Exhibits | |
| 3.1 | Copy of the special resolutions amending the Amendment to the Company’s Amended and Restated Memorandum and Articles of Association, adopted by the shareholders of the Company on April 15, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: April 20, 2026
| TLGY ACQUISITION CORPORATION | ||
| By: | /s/ Young Cho |
|
| Name: | Young Cho | |
| Title: | Chief Executive Officer | |
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Exhibit 3.1
Special Resolutions Amending the Amended and Restated Memorandum and Articles of Association, Adopted by Shareholders of TLGY Acquisition Corporation on April 15, 2026
Proposal 1 – Extension Proposal
RESOLVED, as a special resolution, that text of Article 49.7 of the Amended and Restated Memorandum and Articles of Association of the Company currently in effect is hereby deleted and the following text inserted in substitution to read in full as follows:
In the event that the Company does not consummate a Business Combination within 15 months from the consummation of the IPO, the Company may extend by resolution of the Directors if requested by the Sponsors or their Affiliates up to nine times by an additional one month each time (the “First Extension”), subject in each case to the Sponsors or their affiliates or designees depositing for each month extension the lesser of $0.04 per share and $200,000 into the Trust Account (the “Original Extension Payment”), on the prior date of the applicable deadline, in accordance with the terms described in the prospectus relating to the IPO, or such later time as the Members may approve in accordance with the Charter. At any time during the First Extension period, the Company may further extend the time to consummate a business combination by one month, up to seven times (the “Second Extension”) (starting from the first date on which such Second Extension Payment (as defined below) is made and for the avoidance of doubt in which case the First Extension period and the Original Extension Payment will cease to apply), subject in each case to the Sponsors or their affiliates or designees depositing for each month extension the lesser of (x) $0.033 per share and (y) $110,000 into the Trust Account (the “Second Extension Payment”), on the prior date of the applicable deadline in respect of the Second Extension. Any Original Extension Payment paid in order to extend the period of time to consummate a Business Combination until November 3, 2023, which is paid but unused (due to an additional extension payment, based on the Second Extension Payment, made prior to November 3, 2023) may be deducted, on a pro rata basis, from future extension payments. At any time during the Second Extension period, the Company may further extend the time to consummate a business combination by one month, up to twelve times (the “Third Extension”) (starting from the first date on which such Third Extension Payment (as defined below) is made and for the avoidance of doubt in which case the Second Extension period, the First Extension period and the Original Extension Payment will cease to apply), subject in each case to the Sponsors or their affiliates or designees depositing for each month extension the lesser of (x) $0.02 per share and (y) $60,000 into the Trust Account (the “Third Extension Payment”), on the prior date of the applicable deadline in respect of the Third Extension. Any Second Extension Payment paid in order to extend the period of time to consummate a Business Combination until May 16, 2024, which is paid but unused (due to an additional extension payment, based on the Third Extension Payment, made prior to May 16, 2024) may be deducted, on a pro rata basis, from future extension payments. At any time during the Third Extension period, the Company may further extend the time to consummate a business combination by one month, up to twelve times (the “Fourth Extension”) (starting from the first date on which such Fourth Extension Payment (as defined below) is made and for the avoidance of doubt in which case the Third Extension period, the Second Extension period, the First Extension period and the Original Extension Payment will cease to apply), subject in each case to the Sponsors or their affiliates or designees depositing for each month extension the lesser of (x) $0.05 per share and (y) $25,000 into the Trust Account (the “Fourth Extension Payment”), on the prior date of the applicable deadline in respect of the Fourth Extension. Any Third Extension Payment paid in order to extend the period of time to consummate a Business Combination until April 16, 2026, which is paid but unused (due to an additional extension payment, based on the Third Extension Payment, made prior to April 16, 2026) may be deducted, on a pro rata basis, from future extension payments. At any time during the Fourth Extension period, the Company may further extend the time to consummate a business combination by one month, up to six times (the “Fifth Extension”) (starting from the first date on which such Fifth Extension Payment (as defined below) is made and for the avoidance of doubt in which case the Fourth Extension period, the Third Extension period, the Second Extension period, the First Extension period and the Original Extension Payment will cease to apply), subject in each case to the Sponsors or their affiliates or designees depositing for each month extension the lesser of (x) $0.05 per share and (y) $10,000 into the Trust Account (the “Fifth Extension Payment”), on the prior date of the applicable deadline in respect of the Fifth Extension. If the Company does not consummate a business combination by the applicable deadline, in accordance with the terms described in the prospectus relating to the IPO, or such later time as the Members may approve in accordance with the Articles, the Company shall:
| (a) | cease all operations except for the purpose of winding up; |
| (b) | as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-Share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company, divided by the number of then Public Shares in issue, which redemption will completely extinguish public Members’ rights as Members (including the right to receive further liquidation distributions, if any); and |
(c) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Members and the Directors, liquidate and dissolve, subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and other requirements of Applicable Law.”
PROVIDED that the foregoing resolution may not be approved or effective, at the sole discretion of the Board, if the Board resolves not to proceed for any reason within two business days from the date of the passing of this special resolution by the shareholders otherwise such resolution shall be deemed to be approved and effective.