Tlgy Acquisition Corp 8-K, filed Dec 14, 2021
Tlgy Acquisition Corp (TLGYF)
About this 8-K
Tlgy Acquisition Corp filed this 8-K on December 14, 2021, reporting on events of December 8, 2021.
Items reported
- Item 1.01: Entered into a material agreement
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): December 8, 2021
TLGY Acquisition Corporation
(Exact name of registrant as specified in its charter)
| Cayman Islands | 001-41101 | 98-1603634 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) | ||
| 4001 Kennett Pike, Suite 302 Wilmington, DE |
19807 | |||
| (Address of principal executive offices) | (Zip Code) | |||
(302) 499-4656
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbols |
Name of each exchange on which registered | ||
| Units, each consisting of one Class A ordinary share, par value $0.0001 per share, and one-half of one redeemable warrant | TLGYU | The Nasdaq Stock Market LLC | ||
| Class A ordinary shares, par value $0.0001 per share | TLGY | The Nasdaq Stock Market LLC | ||
| Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share | TLGYW | The Nasdaq Stock Market LLC |
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).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 1.01 | Entry into a Material Definitive Agreement. |
The information provided in Item 8.01 of this Form 8-K is incorporated by reference into this Item 1.01.
| Item 8.01 | Other Events. |
As previously reported, on December 3, 2021, TLGY Acquisition Corporation (the “Company”) consummated its initial public offering (the “IPO”) of 20,000,000 units (the “Units”). Each Unit consists of (i) one Class A ordinary share of the Company, par value $0.0001 per share (a “Class A Ordinary Share”), (ii) one-half of one detachable redeemable warrant of the Company (each, a “Detachable Redeemable Warrant”), and (iii) a contingent right to receive at least one-fourth of one redeemable warrant following the initial business combination redemption time (together with the Detachable Redeemable Warrants, the “Warrants”). Each whole Warrant entitles the holder thereof to purchase one Class A Ordinary Share at an exercise price of $11.50 per share, subject to adjustment. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $200,000,000.
As previously reported, on December 6, 2021, the underwriters exercised their over-allotment option, and on December 8, 2021, the underwriters purchased an additional 3,000,000 Units (the “Option Units”) at $10.00 per Option Unit, generating gross proceeds to the Company of $30,000,000.
Simultaneously with the consummation of the IPO, the Company completed the private sale (the “Private Placement”) of 10,659,500 warrants (the “Private Placement Warrants”) at a purchase price of $1.00 per Private Placement Warrant, to the Company’s sponsor, TLGY Sponsors LLC (the “Sponsor”), generating gross proceeds to the Company of $10,659,500. On December 8, 2021, simultaneously with the sale of the Option Units, pursuant to the amendment to private placement warrants purchase agreement dated December 8, 2021 (the “Amended Agreement”), the Company completed a private placement with the Sponsor for an additional 600,000 warrants at a price of $1.00 per warrant (the “Additional Private Placement Warrants”), generating gross proceeds of $600,000. A copy of the Amended Agreement is attached as Exhibit 99.1 to this Current Report on Form 8-K.
An aggregate of approximately $234,600,000 of the proceeds from the IPO (including the Option Units) and the private placement with the Sponsor (including the Additional Private Placement Warrants), have been deposited in a trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee. An audited balance sheet as of December 3, 2021 reflecting receipt of the net proceeds from the IPO and the Private Placement (excluding the proceeds from the sale of the Option Units and the Additional Private Placement Warrants) was previously filed by the Company as an exhibit to its Current Report on Form 8-K. The Company’s unaudited pro forma balance sheet as of December 8, 2021, reflecting receipt of the proceeds from the sale of the Option Units and the Additional Private Placement Warrants, is included as Exhibit 99.2 to this Current Report on Form 8-K.
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| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits. The following exhibits are filed with this Form 8-K:
| Exhibit No. |
Description of Exhibits | |
| 99.1 | Amendment to Private Placement Warrants Purchase Agreement, dated December 8, 2021, between the Company and the Sponsor. | |
| 99.2 | Unaudited Balance Sheet. | |
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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.
| TLGY Acquisition Corporation | ||||||||
| Date: December 14, 2021 | By: | /s/ Jin-Goon Kim | ||||||
| Name: Jin-Goon Kim Title: Chairman and Chief Executive Officer | ||||||||
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Exhibit 99.1
AMENDMENT TO PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT
THIS AMENDMENT TO PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of December 8, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between TLGY Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and TLGY Sponsors LLC, a Cayman Island limited liability company (the “Purchaser”).
WHEREAS, the Company and the Purchaser entered into a private placement warrants purchase agreement dated as of November 30, 2021(the “Purchase Agreement”); and
WHEREAS, the Company and the Purchaser has agreed to amend the Purchase Agreement as provided herein;
NOW THEREFORE, in consideration of the mutual promises contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby, intending legally to be bound, agree as follows:
AGREEMENT
Section 1. Amendment to Section 1 (B)(ii).
Section 1 (B)(ii) of the Purchase Agreement is hereby deleted in its entirety and replaced as follows:
“(ii) In the event that the underwriters’ over-allotment option is exercised in full or in part, Purchaser shall purchase up to an additional 600,000 Sponsor Warrants (the “Additional Sponsor Warrants”), in the same proportion as the amount of the over-allotment option that is exercised, simultaneously with such purchase of Additional Sponsor Warrants. As payment in full for the Additional Sponsor Warrants then being purchased hereunder, at least one (1) business day prior to the applicable closing of all or any portion of the over-allotment option, or on such earlier date as the Company and the Purchaser may agree, the Purchaser shall pay $1.00 per Additional Sponsor Warrant, up to an aggregate amount of $600,000 by wire transfer of immediately available funds in accordance with the Company’s wiring instructions.’
Section 2. Governing Law and Jurisdiction.
This Agreement shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the State of New York. The parties hereto irrevocably submit to the exclusive jurisdiction of any federal court sitting in the Southern District of New York or any state court located in New York County, State of New York, over any suit, action or proceeding arising out of or relating to this Agreement. To the fullest extent they may effectively do so under applicable law, the parties hereto irrevocably waive and agree not to assert, by way of motion, as a defense or otherwise, any claim that they are not subject to the jurisdiction of any such court, any objection that they may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.
Section 3. Miscellaneous.
A. Terms used but not otherwise defined in this Agreement shall have the meaning assigned to such terms in the Purchase Agreement. This Agreement is an amendment to the Purchase Agreement and this Agreement and the Purchase Agreement will henceforth be read together, provided always that in the event of any inconsistency between the Purchase Agreement and this Agreement, the provisions of this Agreement shall prevail. Except as specifically amended, modified or supplemented hereby, the Purchase Agreement shall continue in full force and effect in accordance with the provisions thereof. All references in any other agreement or document to the Purchase Agreement shall, on and after the date hereof, be deemed to refer to the Purchase Agreement as amended and supplemented hereby.
B. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement.
C. This Agreement may be executed simultaneously in two or more counterparts, none of which need contain the signatures of more than one party, but all such counterparts taken together shall constitute one and the same agreement.
D. This Agreement may not be amended, modified or waived as to any particular provision, except by a written instrument executed by all parties hereto.
[Signature page follows]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement to be effective as of the date first set forth above.
| COMPANY:
TLGY ACQUISITION CORPORATION | ||||||||
| By: |
/s/ Jin-Goon Kim | |||||||
| Name: |
Jin-Goon Kim | |||||||
| Title: |
Chairman and Chief Executive Officer | |||||||
| TLGY SPONSORS LLC | ||||||||
| By: |
/s/ Jin-Goon Kim | |||||||
| Name: |
Jin-Goon Kim | |||||||
| Title: |
Manager of TLGY Holdings LLC as Manager of TLGY Sponsors LLC | |||||||
[Signature Page to Amendment to Private Placement Warrants Purchase Agreement]
Exhibit 99.2
TLGY ACQUISITION CORPORATION
BALANCE SHEET
| Actual as of December 3, 2021 |
Pro Forma Adjustments |
As Adjusted | ||||||||||
| (Unaudited) | (Unaudited) | |||||||||||
| ASSETS |
||||||||||||
| Current Assets |
||||||||||||
| Cash |
$ | 2,384,737 | $ | 2,384,737 | ||||||||
| Other current assets |
334,925 | — | 334,925 | |||||||||
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| Total Current Assets |
2,719,662 | — | 2,719,662 | |||||||||
| Cash Held in Trust |
204,600,111 | 30,000,000 | 234,600,111 | |||||||||
| Other assets |
304,748 | — | 304,748 | |||||||||
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| Total Assets |
$ | 207,624,521 | $ | 30,000,000 | $ | 237,624,521 | ||||||
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| LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ DEFICIT |
||||||||||||
| Accounts payable and accrued expenses |
$ | 673,050 | $ | — | $ | 673,050 | ||||||
| Accrued offering costs |
293,468 | — | 293,468 | |||||||||
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| Total Current Liabilities |
966,518 | — | 966,518 | |||||||||
| Derivative warrant liabilities |
12,734,826 | — | 12,734,826 | |||||||||
| Deferred underwriting commission |
7,000,000 | 1,650,000 | 8,650,000 | |||||||||
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| Total Liabilities |
20,701,344 | 1,650,000 | 22,351,344 | |||||||||
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| Commitments and contingencies |
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| Class A ordinary shares subject to possible redemption; 20,000,000 shares and 23,000,000 share (at $10.20 per share) |
204,000,000 | 30,600,000 | 234,600,000 | |||||||||
| Shareholders’ Deficit |
||||||||||||
| Preference shares, $0.0001 par value; 1,000,000 shares authorized; non issued and outstanding |
— | — | — | |||||||||
| Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized, 0 shares issued and outstanding (excludes 20,000,000 shares subject to possible redemption) |
— | — | — | |||||||||
| Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized, 5,750,000 shares issued and outstanding |
575 | — | 575 | |||||||||
| Additional paid-in capital |
— | — | — | |||||||||
| Accumulated deficit |
(17,077,398 | ) | (2,250,000 | ) | (19,327,398 | ) | ||||||
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| Total Shareholders’ Deficit |
(17,076,823 | ) | (2,250,000 | ) | (19,326,823 | ) | ||||||
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| Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit |
$ | 207,624,521 | $ | 30,000,000 | $ | 237,624,521 | ||||||
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TLGY Acquisition Corporation
Note to Pro Forma Financial Statement
(unaudited)
NOTE 1 – CLOSING OF OVERALLOTMENT OPTION
The accompanying unaudited Pro Forma Financial Statement presents the Balance Sheet of TLGY Acquisition Corporation (the “Company”) as of December 3, 2021, adjusted for the closing of the underwriters’ overallotment option and related transactions which occurred on December 8, 2021 as described below.
On December 8, 2021, the Company consummated the closing of the sale of an additional 3,000,000 Units (the “Option Units”) at $10.00 per Option Unit, pursuant to the underwriters’ exercise in full of their over-allotment option, generating gross proceeds of $30,000,000. The Company also consummated the closing of the sale of an additional 600,000 Private Placement Warrants at $1.00 per Private Placement Warrant, generating gross proceeds of $600,000, to TLGY Sponsors LLC (the “Sponsor”) in respect of its obligation to purchase such additional Private Placement Warrants upon the exercise of the underwriters’ over-allotment option. The $600,000 was previously funded by the Sponsor on December 3, 2021.
Pro forma adjustments to reflect the exercise of the underwriters’ overallotment option are as follows:
| Proforma adjustments |
||||||||
| Cash held in Trust |
30,000,000 | |||||||
| Class A ordinary shares subject to possible redemption |
|
30,000,000 | ||||||
| To record sale of 3,000,000 overallotment Units at $10.00 per Unit. |
||||||||
| Additional Paid in Capital |
600,000 | |||||||
| Class A ordinary shares subject to possible redemption |
|
600,000 | ||||||
| To record Class A ordinary shares subject to possible redemption so that the initial redemption value of the 3,000,000 overallotment Units equals $10.20 per Unit. |
| |||||||
| Additional Paid in Capital |
1,650,000 | |||||||
| Deferred underwriting commission |
|
1,650,000 | ||||||
| To record deferred underwriting fee on overallotment option. |
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| Accumulated deficit |
2,250,000 | |||||||
| Additional Paid in Capital |
|
2,250,000 | ||||||
| To reclassify negative balance in Additional paid in capital to Accumulated deficit as Additional paid in capital cannot be less than zero. |
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