TLGY Acquisition Corp. Enters Material Definitive Agreement

TL;DR

TLGY Acquisition Corp. signed a big deal, creating new financial obligations.

AI Summary

On July 5, 2024, TLGY Acquisition Corp. entered into a material definitive agreement related to its business operations. This filing also indicates the creation of a direct financial obligation or an off-balance sheet arrangement for the registrant. The filing includes financial statements and exhibits.

Why It Matters

This filing signals a significant development in TLGY Acquisition Corp.'s business, potentially impacting its financial obligations and future operations.

Risk Assessment

Risk Level: medium — Entering into material definitive agreements and creating financial obligations can introduce new risks and uncertainties for a company.

Key Players & Entities

• TLGY Acquisition Corp. (company) — Filer of the 8-K
• 20240705 (date) — Date of report and change
• 0001104659-24-078314 (document_id) — Accession number for the filing

FAQ

Key Financial Figures

• $0.0001 — f one Class A ordinary share, par value $0.0001 per share, and one-half of one redeemab
• $11.50 — ordinary share at an exercise price of $11.50 per share TLGYW The Nasdaq Stock Mark
• $545,000 — up to an aggregate principal amount of $545,000 and $455,000, respectively (the "Notes,
• $455,000 — regate principal amount of $545,000 and $455,000, respectively (the "Notes," and each a
• $1 — he Note being converted, divided by (y) $1.00, rounded up to the nearest whole num

Filing Documents

• tm2418977d1_8k.htm (8-K) — 36KB
• tm2418977d1_ex10-1.htm (EX-10.1) — 26KB
• 0001104659-24-078314.txt ( ) — 301KB
• tlgyu-20240705.xsd (EX-101.SCH) — 4KB
• tlgyu-20240705_def.xml (EX-101.DEF) — 27KB
• tlgyu-20240705_lab.xml (EX-101.LAB) — 37KB
• tlgyu-20240705_pre.xml (EX-101.PRE) — 26KB
• tm2418977d1_8k_htm.xml (XML) — 8KB

01

Item 1.01. Entry into a Material Definitive Agreement. On July 5, 2024, TLGY Acquisition Corporation (the "Company") issued an unsecured promissory note to each of CPC Sponsor Opportunities I, LP and CPC Sponsor Opportunities I (Parallel), LP (each a "Lender"), pursuant to which the Company may borrow up to an aggregate principal amount of $545,000 and $455,000, respectively (the "Notes," and each a "Note"). Both Notes are non-interest bearing and payable on the earlier of (i) fifteen (15) months from the closing of the Company's initial public offering (the "IPO") (or such later date as may be extended in accordance with the terms of the Company's amended and restated memorandum and article of association), or (ii) the date on which the Company consummates an initial business combination (the "Maturity Date"). The principal balance of the Notes may be prepaid at any time by the Lenders at their election and without penalty. At the Lender's option, upon consummation of an initial business combination and prior to the Company's first payment of all or any portion of the unpaid principal balance of the Note in cash, the Lender may elect to convert all (but not less than all) of the unpaid principal balance of the Note into that number of warrants to purchase Class A common stock of the Company (the "Working Capital Warrants"), equal to: (x) the unpaid principal amount of the Note being converted, divided by (y) $1.00, rounded up to the nearest whole number of warrants. The Working Capital Warrants shall be identical to the warrants issued by the Company in the private placement that occurred upon consummation of the IPO. The Working Capital Warrants and their underlying securities are entitled to customary registration rights. Upon the occurrence of an Event of Default (defined below), the Lender may, by written notice to the Company, declare the Note to be due immediately and payable with respect to the unpaid principal amount of the Note, and all other amounts

03

Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an Off-balance Sheet Arrangement of a Registrant. The disclosure contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description of Exhibit 10.1 Form of Promissory Note 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. TLGY Acquisition Corporation Date: July 8, 2024 By: /s/ Vikas Desai Name: Vikas Desai Title: Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR