Tlgy Acquisition Corp 8-K, filed Feb 27, 2023
Tlgy Acquisition Corp (TLGYF)
About this 8-K
Tlgy Acquisition Corp filed this 8-K on February 27, 2023.
Items reported
- Item 5.03: Charter or bylaw amendment, or fiscal year change
- Item 5.07: Shareholder vote results
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
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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| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On February 23, 2023, shareholders of TLGY Acquisition Corporation (the “Company”) held an extraordinary general meeting of shareholders (the “Extraordinary General Meeting”), where the shareholders of the Company approved by special resolution an amendment (the “Charter Amendment”) to the Amended and Restated Memorandum and Articles of Association of the Company (the “Charter”) to (i) cancel the three-month automatic extension period to which TLGY was entitled in case it filed a preliminary proxy statement, registration statement or similar filing for a business combination with one or more businesses, which we refer to as the “business combination,” during (x) the 15-month period from the consummation of the Company’s initial public offering that was consummated on December 3, 2021, which we refer to as the “IPO”, or (y) any paid extension period, to consummate a business combination, and (ii) modify the monthly amount that TLGY Sponsors LLC, our sponsor (the “Sponsor”) or its affiliates or designees must deposit into the Company’s trust account in order to extend the period of time to consummate a business combination by one month, up to six times, in the event that the Company does not consummate a business combination within 15 months from the consummation of the IPO, if requested by the Sponsor and accepted by the Company, from $0.033 to the lesser of $0.04 per outstanding share and $200,000, and increase the maximum number of such extensions from up to six times to up to nine times.
A copy of the special resolution adopting the Charter Amendment is filed herewith as Exhibit 3.1 and is incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
At the Company’s Extraordinary General Meeting, the following proposal was considered and acted upon by the shareholders of the Company: a proposal to approve by special resolution the Charter Amendment (the “Charter Amendment Proposal”). The number of votes cast for or against, as well as the number of abstentions as to each proposal, are set forth below.
Charter Amendment Proposal
| Votes For | Votes Against | Abstentions | ||||||||
| 20,488,484 | 907,443 | 0 | ||||||||
Accordingly, the Charter Amendment Proposal was approved.
As there were sufficient votes at the time of the Extraordinary General Meeting to approve the above proposal by special resolution, the Adjournment Proposal, which had been previously voted on by proxy, was not presented to shareholders at the Extraordinary General Meeting.
| Item 8.01 | Other Events. |
In connection with the votes to approve the Charter Amendment Proposal, 15,681,818 ordinary shares of the Company were rendered for redemption. The ordinary shares will be redeemed 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 Trust Account deposits (which interest shall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding ordinary share. The per-share redemption amount has been calculated to be approximately $10.40 per share.
Our amended and restated memorandum and articles of association provide that we will have only within 15 months from the closing of our IPO (or up to 24 months as described in more detail in this report, as applicable) to complete our initial business combination (the “Termination Date”).
On February 24, 2023, the Company notified Continental Stock Transfer & Trust Company of its intention to extend the Termination Date by an additional month, subject to our sponsor or its affiliates or designees depositing $200,000 into the trust account, on the prior date of the Termination Date.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibit. The following exhibit is filed with this Form 8-K:
| Exhibit No. | Description | |
| 3.1 | Copy of the special resolution amending Article 49.7 of the Amended and Restated Memorandum and Articles of Association, adopted by shareholders of the Company on February 23, 2023. | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL) |
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.
| TLGY Acquisition Corporation | ||
| Date: February 27, 2023 | By: | /s/ Jin-Goon Kim |
| Name: | Jin-Goon Kim | |
| Title: | Chairman and Chief Executive Officer | |
EXHIBIT 3.1
Special Resolution Amending Article 49.7 of the Amended and Restated Memorandum and Articles of Association, Adopted by Shareholders of TLGY Acquisition Corporation on February 23, 2023
RESOLVED, as a special resolution, that text of Article 49.7 of the Amended and Restated Memorandum and Articles of Association of the Company is hereby amended and restated 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, which date may be extended by the Company by resolution of the Directors if requested by the Sponsor or its Affiliates up to nine times by an additional one month each time, subject in each case to the Sponsor or its affiliates or designees depositing for each month extension the lesser of $0.04 per share and $200,000 into the Trust Account, 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 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 (less taxes payable and up to US$100,000 of interest to pay dissolution expenses), 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.” (the “Charter Amendments”)
PROVIDED that the Charter Amendments may not be approved or effective, at the sole discretion of the Board, if: (1) as a consequence of redemptions of the Company’s Public Shares submitted to the Company pursuant to Article 49.8 of the Articles in connection with the Extraordinary General Meeting held to approve the Charter Amendments the Company’s net tangible assets would be less than US$5,000,001 following such redemptions; or (2) within two business days following the Extraordinary General Meeting to approve the Charter Amendments the Board of the Company resolves not to proceed with the Charter Amendments because submitted redemptions of the Company’s Public Shares pursuant to Article 49.8 of the Articles in connection with the Extraordinary General Meeting held to approve the Charter Amendments would cause the Company’s Trust Account to hold less than US$100,000,000.