TEXT-EXTRACT 2 filename2.txt United States securities and exchange commission logo September 25, 2023 Jin-Goon Kim Chief Executive Officer and Chairman TLGY Acquisition Corporation 4001 Kennett Pike, Suite 302 Wilmington, DE 19807 Re: TLGY Acquisition Corporation Preliminary Proxy on Schedule 14A Filed September 13, 2023 File No. 001-41101 Dear Jin-Goon Kim: We have limited our review of your registration statement to those issues we have addressed in our comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments. Preliminary Proxy Statement on Schedule 14A General 1. With a view toward disclosure, please tell us whether your sponsor is, is controlled by, has any members who are, or has substantial ties with, a non-U.S. person. If so, please revise your filing to include risk factor disclosure that addresses how this fact could impact your ability to complete your initial business combination. For instance, discuss the risk to investors that you may not be able to complete an initial business combination with a target company should the transaction be subject to review by a U.S. government entity, such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately prohibited. Disclose that as a result, the pool of potential targets with which you could complete an initial business combination may be limited. Further, disclose that the time necessary for government review of the transaction or a decision to prohibit the Jin-Goon Kim TLGY Acquisition Corporation September 25, 2023 Page 2 transaction could prevent you from completing an initial business combination and require you to liquidate. Disclose the consequences of liquidation to investors, such as the losses of the investment opportunity in a target company, any price appreciation in the combined company, and the warrants, which would expire worthless. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. Please contact Benjamin Richie at 202-551-7857 or Jane Park at 202-551-7439 with any questions. Sincerely, FirstName LastNameJin-Goon Kim Division of Corporation Finance Office of Industrial Applications and Comapany NameTLGY Acquisition Corporation Services September 25, 2023 Page 2 cc: Adam Brenneman, Esq. FirstName LastName