8-K
TLGY ACQUISITION CORP (TLGYF)
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 2, 2024
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 | |
| --- | --- | |
| (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) |
| --- | --- |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange<br> Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange<br> 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<br><br> <br><br>registered |
|---|---|---|
| Units,<br> each consisting of one Class A ordinary share, par value $0.0001 per share, and one-half of one redeemable warrant | TLGYU | The<br> Nasdaq Stock Market LLC |
| Class<br> A ordinary shares, par value $0.0001 per share | TLGY | The<br> 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<br> 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 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 3.01. | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
|---|
On December 2, 2024, TLGY Acquisition Corporation (the “Company”) received a notice from the staff of the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) stating that because the Company had not completed an initial business combination within 36 months of the effective date of its registration statement in connection with its initial public offering, it was not in compliance with Nasdaq IM 5101-2, and was therefore subject to delisting. The Company has until December 9, 2024 to request a hearing before the Nasdaq Hearings Panel (the “Panel”), but will not request a hearing before the Panel and intends to trade on the over the counter (OTC) market. Trading in the Company’s securities on Nasdaq will be suspended at the opening of business on December 9, 2024, and trading of the Company’s securities on the OTC market is expected to commence shortly thereafter.
SIGNATURES
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 5, 2024 | By: | /s/ Vikas Desai |
| Name: | Vikas Desai | |
| Title: | Chief Executive Officer |