TLGY Acquisition Corp. Corrects Convertible Note Valuation Error

TL;DR

TLGY Acquisition Corp. restates financials due to convertible note valuation error.

AI Summary

TLGY Acquisition Corp. filed an amendment (10-K/A) on August 20, 2024, to its annual report for the year ended December 31, 2023. The amendment corrects an error in how convertible promissory notes were valued, specifically marking them to fair value from inception, which was incorrect. This correction impacts previously issued financial statements.

Why It Matters

This filing indicates a restatement of financial results due to an accounting error, which could affect investor confidence and the company's reported financial health.

Risk Assessment

Risk Level: medium — Accounting errors and restatements can signal internal control weaknesses or misjudgments, potentially impacting financial reporting accuracy.

Key Numbers

• 5,750,000 — Convertible Promissory Notes (Amount related to convertible promissory notes that were incorrectly valued.)
• 9,394,487 — Total Assets (Reported total assets as of December 31, 2023, potentially impacted by the error.)
• 23,000,000 — Total Liabilities (Reported total liabilities as of December 31, 2023, potentially impacted by the error.)

Key Players & Entities

• TLGY Acquisition Corp. (company) — Filer of the 10-K/A
• March 26, 2024 (date) — Original filing date of the Form 10-K
• June 30, 2024 (date) — Date as of which the error was identified
• convertible promissory notes (financial_instrument) — Instrument with incorrect valuation

FAQ

Key Financial Figures

• $0.0001 — LC Class A ordinary shares, par value $0.0001 per share TLGY The NASDAQ Stock Mar
• $11.50 — ordinary share at an exercise price of $11.50 per share TLGYW The NASDAQ Stock Ma
• $1,253,224 — otes Payable account was understated by $1,253,224 and the Change in fair value of convert
• $150 — of our three independent directors for $150, or $0.005 per share, 15,000 founder sh
• $0.005 — hree independent directors for $150, or $0.005 per share, 15,000 founder shares that o
• $75 — nsor, at an aggregate purchase price of $75, or $0.005 per share, and 300,300 found
• $1,000,000 — IPO, at an aggregate purchase price of $1,000,000, or approximately $3.33 per share, in e
• $3.33 — e price of $1,000,000, or approximately $3.33 per share, in each case, concurrent wit
• $700 million — lization increased from approximately US$700 million in 2012 when Mr. Kim, as its CEO, launc
• $30 billion — -year transformation program, to over US$30 billion as of the end of August 2021. Mr. Kim a
• $500 million — capitalized at a valuation of roughly US$500 million dollars, and in 2015 the company listed
• $15 billion — arket capitalization of approximately US$15 billion. We believe that our founder and the ot
• $3 billion — increased six-fold from approximately US$3 billion in 2016 to over US$20 billion in 2020.
• $20 billion — ximately US$3 billion in 2016 to over US$20 billion in 2020. Since the late 2010s, our foun

Filing Documents

• tlgyu-20231231x10ka.htm (10-K/A) — 1651KB
• tlgyu-20231231xex31d1.htm (EX-31.1) — 11KB
• tlgyu-20231231xex31d2.htm (EX-31.2) — 11KB
• tlgyu-20231231xex32d1.htm (EX-32.1) — 5KB
• tlgyu-20231231xex32d2.htm (EX-32.2) — 5KB
• tlgyu-20231231x10ka004.jpg (GRAPHIC) — 12KB
• tlgyu-20231231x10ka005.jpg (GRAPHIC) — 18KB
• tlgyu-20231231x10ka006.jpg (GRAPHIC) — 9KB
• 0001410578-24-001530.txt ( ) — 6921KB
• tlgyu-20231231.xsd (EX-101.SCH) — 50KB
• tlgyu-20231231_cal.xml (EX-101.CAL) — 23KB
• tlgyu-20231231_def.xml (EX-101.DEF) — 259KB
• tlgyu-20231231_lab.xml (EX-101.LAB) — 366KB
• tlgyu-20231231_pre.xml (EX-101.PRE) — 334KB
• tlgyu-20231231x10ka_htm.xml (XML) — 1151KB

Business

Business 1 Item 1A.

Risk Factors

Risk Factors 21 Item 1B. Unresolved Staff Comments 23 Item 1C. Cybersecurity 23 Item 2.

Properties

Properties 23 Item 3.

Legal Proceedings

Legal Proceedings 23 Item 4. Mine Safety Disclosures 23 Part II 24 Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 24 Item 6. [Reserved] 25 Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations 25 Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

Quantitative and Qualitative Disclosures About Market Risk 29 Item 8.

Financial Statements and Supplementary Data

Financial Statements and Supplementary Data 29 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 29 Item 9A.

Controls and Procedures

Controls and Procedures 29 Item 9B. Other Information 30 Item 9C. Other Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 30 Part III 31 Item 10. Directors, Executive Officers and Corporate Governance 31 Item 11.

Executive Compensation

Executive Compensation 40 Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 41 Item 13. Certain Relationships and Related Transactions, and Director Independence 42 Item 14. Principal Accountant Fees and Services 44 Part IV 45 Item 15. Exhibits, Financial Statements and Financial Statement Schedules 45 Item 16. Form 10-K Summary 47 i Table of Contents EXPLANATORY NOTE This Amendment No. 1 on Form 10-K/A ("Form 10-K/A") of TLGY Acquisition Corp. (the "Company") amends the Annual Report on Form 10-K for the year ended December 31, 2023, as originally filed with the Securities and Exchange Commission (the "SEC") on March 26, 2024 (the "Original Filing"). In connection with the preparation of the Company's financial statements as of June 30, 2024, the Company identified an error in amounts reported in certain previously issued financial statements related to the recording of convertible promissory notes. The Company had incorrectly marked the Company's convertible promissory notes to fair value from the inception of the notes. As a result, management determined that the Notes Payable account was understated by $1,253,224 and the Change in fair value of convertible notes account was overstated by $1,253,224 for the year ended December 31, 2023. This Form 10-K/A should be read in conjunction with the Original Filing and the Company's other filings made with the SEC subsequent to the Original Filing. As a result of the error noted above, the Company has determined that a material weakness exists in our internal control over financial reporting over the accounting for complex financial instruments. Therefore, our disclosure controls were not effective as of December 31, 2023. The material weakness is described in more detail in Item 9A of Part II to this Form 10-K/A. ii Table of Contents Unless otherwise stated in this report on Form 10-K/A, references to: "we," "us," "Company" or "our Company" are to TLGY Acquisitio

View Full Filing

View this 10-K/A filing on SEC EDGAR