TLGY ACQUISITION CORPORATION Item 1.01. Entry Into A Material Definitive Agreement.
Merger Agreement
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The Merger Agreement and the transactions contemplated thereby were approved by the boards of directors of each of TLGY and Verde.
The transactions set forth in the Merger Agreement, including the Merger (as defined below), will constitute a "business combination" as contemplated by TLGY's amended and restated memorandum and articles of association.
The Business Combination
Pursuant to the Merger Agreement, after the satisfaction or waiver of the applicable closing conditions (including the required shareholder approvals), the closing (the "Closing") of the transactions contemplated by the Merger Agreement, including the Acquiror Share Redemption Payment, the Redomicile and the Merger (collectively, the "Business Combination") will begin. The date on which the Closing actually begins is hereinafter referred to as the "First Closing Date."
On the First Closing Date, (i) TLGY will redeem the Class A ordinary shares that
the holders thereof have elected to redeem in connection with the Merger;
(ii) TLGY will file a certificate of domestication ("Certificate of
Domestication") with the Secretary of State of the
On the Second Closing Date, through, among other things, the effectiveness of
the Certificate of Domestication, TLGY will change its jurisdiction of
incorporation by deregistering as a
On the Third Closing Day, through, among other things, the effectiveness of the Certificate of Merger, Merger Sub will merge with and into Verde (the "Merger"), with Verde surviving the Merger as a wholly-owned subsidiary of New Verde. In the Merger, the issued and outstanding shares of capital stock of Verde will be converted into the right to receive the Closing Merger Consideration (as defined below). Additionally, on the Third Closing Date, Acquiror shall have been approved to trade publicly on the NASDAQ under the new ticker symbol "VRDE".
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Directors and Officers of the Companies
Except as otherwise agreed in writing by TLGY and Verde prior to the Closing,
and conditioned upon the occurrence of the Closing, subject to any limitation
imposed under applicable laws and the listing requirements of
Closing Merger Consideration
In accordance with the terms and subject to the conditions of the Merger
Agreement, at the Effective Time, each share of common stock of Verde issued and
outstanding immediately prior to the Effective Time (excluding Cancelled Shares
and Dissenting Shares), shall be converted into the right to receive the number
of shares of duly authorized, validly issued, fully paid and nonassessable
shares of common stock of New Verde ("New Verde Common Stock") (deemed to have a
value of
Pursuant to the Merger Agreement, Verde shall procure that, prior to the Closing, (a) all convertible notes or warrants convertible into or exercisable for common stock of Verde shall be converted or exercised in accordance with their terms, and (b) all existing compensatory equity or equity-based or similar incentive plans, and all other rights, agreements, arrangements, convertible or exchangeable securities or other commitments (other than the Merger Agreement) pursuant to which Verde is obligated to issue, transfer, sell, purchase, return or redeem or cause to be issued, transferred, sold, purchased, returned or redeemed any equity securities of Verde (collectively, "Equity Agreements") shall be terminated (clauses (a) and (b), together, the "Company Conversion"), such that, after the consummation of the Company Conversion and immediately prior to the Closing, except for the issued and outstanding common stock of Verde, there shall be no other outstanding equity interests, or rights . . .
Item 7.01. Regulation FD Disclosure.
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In addition, attached as Exhibit 99.2 is the investor presentation (the "Investor Presentation") of Verde that may be used by Verde and TLGY in connection with the proposed Business Combination. The Investor Presentation is furnished as Exhibit 99.2 and incorporated by reference into this Item 7.01.
The foregoing (including Exhibit 99.1 and Exhibit 99.2) are being furnished pursuant to Item 7.01 and will not be deemed to be filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise be subject to the liabilities of that section, nor will they be deemed to be incorporated by reference in any filing under the Securities Act or the Exchange Act.
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Additional Information and Where to Find It / Non-Solicitation
In connection with the proposed Business Combination, Verde will become the
wholly-owned subsidiary of TLGY and TLGY will be renamed Verde Bioresins, Corp.,
or such other name mutually agreed to by TLGY and Verde, as of the Closing. TLGY
intends to file with the
Participants in the Solicitation
TLGY, Verde and their respective directors, executive officers and other members
of their management and employees, under
Forward Looking Statements
This Current Report includes "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act") and Section 21E of the Exchange Act that are not historical facts, and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Current Report regarding TLGY and Verde's financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as "expect," "believe," "anticipate," "intend," "estimate," "seek" and variations and similar words and expressions are intended to identify such forward-looking statements.
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Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by forward-looking statements, including but not limited to: (i) the risk that the proposed Business Combination may not be completed in a timely manner or at all, which may adversely affect the price of TLGY's securities; (ii) the risk that the proposed Business Combination may not be completed by TLGY's business combination deadline and the potential failure to obtain an extension of the business combination deadline sought by TLGY; (iii) the failure to satisfy the conditions to the consummation of the proposed Business Combination, including the approval of the proposed Business Combination by the shareholders of TLGY; (iv) the failure to obtain regulatory approvals, as applicable, as required to consummate the proposed Business Combination; (v) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement; (vi) the effect of the announcement or pendency of the proposed Business Combination on Verde's business relationships, performance, and business generally; (vii) risks that the proposed Business Combination disrupts current plans of Verde and potential difficulties in Verde's employee retention as a result of the proposed Business Combination; (viii) the outcome of any legal proceedings that may be instituted against TLGY or Verde related to the Merger Agreement or the proposed Business Combination; (ix) the ability to maintain the listing of TLGY's securities on Nasdaq; (x) the price of TLGY's securities, including volatility resulting from changes in the competitive and . . .
Item 8.01 Other Events.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description
2.1† Agreement and Plan of Merger, dated as ofJune 21, 2023 , by and among TLGY, Merger Sub, Verde and, solely for purposes of Sections 3.07, 3.10 and 7.13 and Article XI, Sponsor 10.1 Acquiror Support Agreement, datedJune 21, 2023 , by and among TLGY, Verde and Sponsor 10.2 Company Support Agreement, datedJune 21, 2023 , by and among Humanitario, TLGY and Verde 10.3 Sponsor Share Restriction Agreement, datedJune 21, 2023 , by and among TLGY, Sponsor and Verde 99.1 Press Release, datedJune 22, 2023 . 99.2 Investor Presentation,June 22, 2023 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
† Certain of the exhibits and schedules to this exhibit have been omitted in
accordance with Regulation S-K Item 601(b)(2). The Registrant agrees to furnish supplementally a copy of all omitted exhibits and schedules to theSecurities and Exchange Commission upon its request. 15
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