Tlgy Acquisition Corp 8-K, filed Jan 19, 2022
Tlgy Acquisition Corp (TLGYF)
About this 8-K
Tlgy Acquisition Corp filed this 8-K on January 19, 2022.
Items reported
- 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): January 19, 2022
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) | |||
(1) 302-803-6849
(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 8.01 | Other Events. |
As previously reported on Current Reports on Form 8-K, filed on December 6, 2021, December 10, 2021 and December 14, 2021, TLGY Acquisition Corporation, a Cayman Islands exempted company (the “Company”), consummated its initial public offering (the “IPO”) of an aggregate of 23,000,000 units (the “Units”), including the units sold pursuant to the full exercise of the underwriters’ over-allotment option of 3,000,000 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 (the “Distributable Redeemable Warrants” and 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 $230,000,000.
On January 19, 2022, the Company issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K, announcing that the holders of the Units may elect to separately trade Class A Ordinary Shares and Detachable Redeemable Warrants comprising the Units commencing on January 21, 2022. The Units not separated will continue to trade on the Nasdaq Stock Market LLC (the “NASDAQ”) under the symbol “TLGYU,” and the Class A Ordinary Shares and the Detachable Redeemable Warrants that are separated will trade on the NASDAQ under the symbols “TLGY” and “TLGYW,” respectively. No fractional Detachable Redeemable Warrants will be issued upon separation of the Units and only whole Detachable Redeemable Warrants will trade. Holders of the Units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the Units into Class A Ordinary Shares and Detachable Redeemable Warrants. Any holder of Units whose ownership includes a fractional number of underlying Detachable Redeemable Warrants will be issued a number of the Detachable Redeemable Warrants that is rounded down to the nearest whole number. The right to receive a distribution of Distributable Redeemable Warrants will remain attached to the shares of Class A Ordinary Shares following the separation, and such right will not trade separately.
2
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibit. The following exhibit is filed with this Form 8-K:
| Exhibit No. |
Description of Exhibit | |
| 99.1 | Press Release, dated January 19, 2022. | |
3
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: January 19, 2022 | By: | /s/ Jin-Goon Kim | ||||||
| Name: Jin-Goon Kim Title: Chairman and Chief Executive Officer | ||||||||
4
Exhibit 99.1
TLGY Acquisition Corporation Announces the Separate Trading of its Class A Ordinary Shares and Detachable Redeemable Warrants, Commencing January 21, 2022
NEW YORK, New York, January 19, 2022 — TLGY Acquisition Corporation (NASDAQ: TLGYU) (the “Company” or “TLGY”) announced today that commencing January 21, 2022 (the “Unit Separation Date”), holders of the units sold in the Company’s initial public offering of 23,000,000 units (the “Units”) may elect to separately trade the Company’s Class A ordinary shares (the “Class A Ordinary Shares”) and the Company’s detachable redeemable warrants (the “Detachable Redeemable Warrants”) included in the Units. The Units not separated will continue to trade on the Nasdaq Stock Market LLC (the “NASDAQ”) under the symbol “TLGYU,” and the Class A Ordinary Shares and the Detachable Redeemable Warrants that are separated will trade on the NASDAQ under the symbols “TLGY” and “TLGYW,” respectively. No fractional Detachable Redeemable Warrants will be issued upon separation of the Units and only whole Detachable Redeemable Warrants will trade. Holders of the Units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the Units into Class A Ordinary Shares and Detachable Redeemable Warrants.
Each Unit consists of one Class A Ordinary Share, one-half of one Detachable Redeemable Warrant and a contingent right to receive at least one-fourth of one redeemable warrant following the initial business combination redemption time (the “Distributable Redeemable Warrants”).
In the separation, holders of Units will receive the number of shares of Class A Ordinary Shares underlying their Units, with the right to receive any Distributable Redeemable Warrants remaining attached to such shares of Class A Ordinary Shares, and the number of Detachable Redeemable Warrants underlying such Units.
Any holder of Units whose ownership includes a fractional number of underlying Detachable Redeemable Warrants, will be issued a number of Detachable Redeemable Warrants that is rounded down to the nearest whole number. Accordingly, any owner of Units that does not own a multiple of two Units will lose some amount of fractional Detachable Redeemable Warrants upon separation.
Upon the Company’s consummation of an initial business combination, 5,750,000 Distributable Redeemable Warrants will be distributed on a pro-rata basis to holders of record of the Class A Ordinary Shares issued in the initial public offering (whether acquired in the initial public offering or afterward) and that the holders thereof have not elected to redeem. Following the separation of the Units, the Class A Ordinary Shares will continue to trade with the right to receive these additional Distributable Redeemable Warrants, and such right will not be separately tradable.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. The offering was made only by means of a prospectus. Copies of the prospectus relating to the offering may be obtained for free by visiting EDGAR on the website of the Securities and Exchange Commission (“SEC”) at
https://www.sec.gov/edgar/browse/?CIK=1879814&owner=exclude. Alternatively, copies of the prospectus may be obtained from Mizuho Securities USA LLC, Attention: Equity Capital Markets, 1271 Avenue of the Americas, New York 10020; Telephone: 212-205-7600.
About TLGY Acquisition Corporation
The Company is a blank check company sponsored by TLGY Sponsors LLC, whose business purpose is to effect a merger, share exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses. The company intends to focus its search for an initial business combination on a promising global company—or a company with Asia linkages with the potential to become a global company—with a focus on biopharma or consumer businesses driven by enabling technology.
Forward-Looking Statements
This press release contains statements that constitute “forward-looking statements,” including with respect to the timing of the separation of the units sold in the Company’s initial public offering. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and prospectus for the Company’s initial public offering filed with the SEC”. Copies of these documents are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
Contact
Jin-Goon Kim
Founder and Chief Executive Officer
c/o TLGY Sponsors LLC,
Flat A, 6/F, Ho Lee Commercial Building,
38-44 D’Aguilar Street,
Central, Hong Kong SAR
+852 9731 0995
mail@tlgyacquisition.com
Website: www.tlgyacquisition.com
Source: TLGY Acquisition Corporation
2