UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| 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 payable thereunder. An “Event of Default” means (i) failure by the Company to pay the principal amount due pursuant to the Note within five (5) business days of the Maturity Date, (ii) voluntary bankruptcy, or (iii) involuntary bankruptcy. Upon the occurrence of an Event of Default specified in clauses (ii) and (iii) above, the balance of the Note and all other sums payable with regard to the Note, shall automatically and immediately become due and payable, in all cases without any action on the part of the Lender.
| 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.
| Item 9.01 | 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 | |