8-K

UNITED STATES

SECURITIESAND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENTREPORT

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<br><br><br>of incorporation)	(Commission<br><br><br>File Number)	(I.R.S. Employer<br><br><br>Identification No.)
	4001 Kennett Pike, Suite 302<br><br><br>Wilmington, DE	19807
	(Address of principal executive offices)	(Zip Code)

(302) 499-4656

(Registrant’s telephone number, including area code)

Not Applicable

(Formername 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<br>CFR 240.14a-12)
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☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbols	Name of each exchange on whichregistered
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<br><br><br>Title:    Chairman and Chief Executive Officer

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EX-99.1

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. Amendmentto 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:<br><br><br><br> <br>TLGY ACQUISITIONCORPORATION
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<br> <br>as Manager of<br>TLGY Sponsors LLC

[Signature Page to Amendment to Private Placement Warrants Purchase Agreement]

EX-99.2

Exhibit 99.2

TLGY ACQUISITION CORPORATION

BALANCE SHEET

			Pro Forma<br>Adjustments			As Adjusted
			(Unaudited)			(Unaudited)
ASSETS
Current Assets
Cash	2,384,737					$	2,384,737
Other current assets	334,925			—			334,925
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
Total Assets	207,624,521	****	$	30,000,000	****	$	237,624,521	****
LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’<br>DEFICIT
Accounts payable and accrued expenses	673,050		$	—		$	673,050
Accrued offering costs	293,468			—			293,468
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
Total Liabilities	20,701,344			1,650,000			22,351,344
Commitments and contingencies
Class A ordinary shares subject to possible redemption; 20,000,000 shares and 23,000,000<br>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<br>outstanding	—			—			—
Class A ordinary shares, 0.0001 par value; 500,000,000 shares authorized, 0 shares issued<br>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<br>issued and outstanding	575			—			575
Additional paid-in capital	—			—			—
Accumulated deficit	(17,077,398	)		(2,250,000	)		(19,327,398	)
Total Shareholders’ Deficit	(17,076,823	)		(2,250,000	)		(19,326,823	)
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and<br>Shareholders’ Deficit	207,624,521	****	$	30,000,000	****	$	237,624,521	****

All values are in US Dollars.

TLGY Acquisition Corporation

Note to Pro Forma Financial Statement

(unaudited)

NOTE 1 – CLOSING OFOVERALLOTMENT 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
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
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<br>the 3,000,000 overallotment Units equals 10.20 per Unit.
Additional Paid in Capital
Deferred underwriting commission	1,650,000
To record deferred underwriting fee on overallotment option.
Accumulated deficit
Additional Paid in Capital	2,250,000
To reclassify negative balance in Additional paid in capital to Accumulated deficit as Additional paid<br>in capital cannot be less than zero.

All values are in US Dollars.