8-K - TLGYF - Equibles

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):April 15, 2025

TLGY Acquisition Corporation

(Exact name of registrant as specified in itscharter)

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
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(Address of principal executive offices)	(Zip Code)

(1)

302-803-6849

(Registrant’s telephone number, includingarea code)

Not Applicable

(Former name or former address, if changedsince 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<br> 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<br> Act (17 CFR 240.14d-2(b))
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¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange<br> Act (17 CFR 240.13e-4(c))
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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).

Emerging growth company x

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 3.03. Material Modification to Rights of Security Holders.

The information disclosed in Item 5.07 of this Current Report is incorporated by reference into this Item 3.03 to the extent required.

Item 5.03. Amendments to Articles of Incorporation or Bylaws;Change in Fiscal Year.

The information disclosed in Item 5.07 of this Current Report under the headings “Proposal 1 - Extension Amendment Proposal,” “Proposal 2 - Redemption Limitation Amendment Proposal” and “Proposal 3 - Founder Share Amendment Proposal” (collectively, the “Charter Amendments”) is incorporated by reference into this Item 5.03 to the extent required.

A copy of the special resolutions adopting the Charter Amendments 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.

On April 15, 2025, TLGY Acquisition Corp. (the “Company”) held an extraordinary general meeting of its shareholders (the “Extension Meeting”) to approve each of the proposals set forth below. Each of the proposals was approved at the Extension Meeting.

Proposal 1 - Extension Amendment Proposal

The shareholders approved, by special resolution, the proposal to amend the Company’s Amended and Restated Memorandum and Articles of Association (as amended, the “Articles”) to modify the monthly amount that CPC Sponsor Opportunities I, LP and CPC Sponsor Opportunities I (Parallel), LP (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 by one month, up to twelve 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 $0.02 per outstanding share and $60,000 to the lesser of (x) $0.05 per outstanding share and (y) $25,000. Any amount of the $60,000 paid in order to extend the period of time to consummate a business combination until April 16, 2025, which is paid but unused (due to an additional extension payment, based on the updated monthly amount, made prior to April 16, 2025) may be deducted, on a pro rata basis, from future extension payments. The voting results for such proposal were as follows:

For		Against		Abstain
	7,464,999		66,750		0

Proposal 2 - Redemption Limitation Amendment Proposal

The shareholders approved, by special resolution, the proposal to amend the Articles to effect certain amendments to the Charter to remove (i) the limitation that the Company shall not consummate a business combination if it would cause the Company’s net tangible assets to be less than $5,000,001; and (ii) the limitation that the Company shall not redeem public shares in an amount that would cause the Company’s net tangible assets to be less than $5,000,001 following such redemptions. The voting results for such proposal were as follows:

For		Against		Abstain
	7,468,499		63,250		0

Proposal 3 - Founder Share Amendment Proposal

The shareholders approved, by special resolution, the proposal to amend the Articles to provide for the right of a holder of the Class B ordinary shares of the Company, par value $0.0001 per share (the “Class B ordinary shares”), to convert their Class B ordinary shares into Class A ordinary shares of the Company, par value $0.0001 per share (the “Class A ordinary shares”), on a one-for-one basis prior to the closing of an initial business combination at the election of the holder. The voting results for such proposal were as follows:

For		Against		Abstain
	7,468,499		63,250		0

Proposal 4 – Contingent Right Proposal

The Class A ordinary shareholders approved, by special resolution, the detachment and cancellation of the contingent right attached to each non-redeemed Class A ordinary share sold in the Company’s initial public offering, which right entitles the holder of such Class A ordinary shares to receive at least one-fourth of one redeemable warrant following the business combination redemption time. The voting results for such proposal were as follows:

For		Against		Abstain
	2,030,299		66,750		0

In connection with the vote to approve the proposals, holders of 3,227,320 Class A ordinary shares properly exercised their right to redeem their shares for cash at a redemption price of approximately $12.12 per share, for an aggregate of approximately $39.1 million. After the satisfaction of such redemptions, the balance in the Company’s trust account is expected to be approximately $5.9 million.

Following the Extension Meeting, the Sponsors and TLGY Sponsors LLC converted all of their Class B ordinary shares into Class A ordinary shares and, as a result, there are approximately 5,834,587 Class A ordinary shares outstanding, of which approximately 489,887 Class A ordinary shares are subject to future redemptions.

Item 8.01 Other Events.

On April 16, 2025, the Company notified Continental Stock Transfer & Trust Company of its intention to extend the period of time that the Company has to complete its initial business combination (the “Termination Date”) by an additional month for the period from April 17, 2025 to May 16, 2025, subject to the Sponsors or their respective affiliates or designees depositing $24,494.35 (the “Extension Deposit”) into the Trust Account.

On April 16, 2025, the Sponsors or their respective 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 16, 2025.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
3.1	Copy<br> of the special resolutions amending the Amended and Restated Memorandum and Articles of Association, adopted by shareholders of the<br> Company on April 15, 2025.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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 21, 2025

TLGY ACQUISITION CORP.
By:	/s/ Young Cho
Name:	Young Cho
Title:	Chief Executive Officer

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, 2025

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 Articles. 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 ExtensionPayment”), 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, 2025, which is paid but unused (due to an additional extension payment, based on the Third Extension Payment, made prior to April 16, 2025) may be deducted, on a pro rata basis, from future extension payments. 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,<br>payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the<br>Trust Account and not previously released to the Company (less taxes payable and up to US$100,000 of interest to pay dissolution expenses),<br>divided by the number of then Public Shares in issue, which redemption will completely extinguish public Members’ rights as Members<br>(including the right to receive further liquidation distributions, if any); and
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(c)	as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Members and<br>the Directors, liquidate and dissolve, subject in each case to its obligations under Cayman Islands law to provide for claims of creditors<br>and other requirements of Applicable Law.”
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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.

Proposal 2 — Redemption Limitation AmendmentProposal

RESOLVED, as a special resolution, that:

(a) the following text of Article 49.2(b) of the Amended and Restated Memorandum and Articles of Association of the Company currently in effect is hereby deleted;

“…, provided that the Company shall not repurchase Public Shares in an amount that would cause the Company’s net tangible assets to be less than US$5,000,001 upon consummation of such Business Combination…”

(b) the following text of Article 49.4 of the Amended and Restated Memorandum and Articles of Association of the Company currently in effect is hereby deleted:

“…, provided that the Company shall not consummate such Business Combination unless the Company has net tangible assets of at least US$5,000,001 immediately prior to, or upon such consummation of, or any greater net tangible asset or cash requirement that may be contained in the agreement relating to, such Business Combination…”

(c) the following text of Article 49.5 of the Amended and Restated Memorandum and Articles of Association of the Company currently in effect is hereby deleted:

“…The Company shall not redeem Public Shares that would cause the Company’s net tangible assets to be less than US$5,000,001 following such redemptions (the “Redemption Limitation”)…”

(d) the following text of Article 49.8 of the Amended and Restated Memorandum and Articles of Association of the Company currently in effect is hereby deleted:

“…The Company’s ability to provide such redemption in this Article is subject to the Redemption Limitation…”

PROVIDED that the foregoing resolution (i) is conditioned on the approval of Proposal 1 and (ii) may not be approved or effective, at the sole discretion of the Board, if the Board resolves not to proceed for any reason within 1 month from the date of the passing of this special resolution by the shareholders otherwise such resolution shall be deemed to be approved and effective.

Proposal 3 — Founder Shares Amendment Proposal

RESOLVED, as a special resolution, that the text of Article 17.2 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:

Class B Shares shall be automatically convertible into Class A Shares on a one-for-one basis (the “Initial Conversion Ratio”) at any time upon the written election of the holder of the Class B Shares by notice in writing to the Company.