UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2023

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-41101

TLGY Acquisition Corporation

(Exact name of registrant as specified in its charter)


Cayman Islands		98-1603634
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

4001 Kennett Pike, Suite 302

Wilmington, DE

19807

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (1) 302-803-6849

Securities registered pursuant to Section 12(b) of the Act:


Title of Each Class:	Trading Symbol(s)	Name of Each Exchange on Which Registered:
Units, each consisting of one Class A ordinary share, par value $.0001, and one-half of one redeemable warrant	TLGYU	The NASDAQ Stock Market LLC
Class A ordinary shares, par value $0.0001 per share	TLGY	The NASDAQ Stock Market LLC
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share	TLGYW	The NASDAQ Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act: None

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of August 17, 2023, there were a total of 13,068,182 ordinary shares, comprising 7,318,182 Class A ordinary shares, par value $0.0001 per share, and 5,750,000 Class B ordinary shares, par value $0.0001 per share, of the registrant issued and outstanding.

Table of Contents

TLGY ACQUISITION CORPORATION

FORM 10-Q FOR THE QUARTER ENDED

June 30, 2023

TABLE OF CONTENTS


		Page
PART 1 FINANCIAL INFORMATION

Item 1.	Financial Statements	1

	Balance Sheets as of June 30, 2023 (unaudited) and December 31, 2022	1
	Statements of Operations for the Three and Six Months Ended June 30, 2023 and 2022 (unaudited)	2
	Statements of Changes in Shareholders’ Deficit for the Three and Six Months Ended June 30, 2023 and 2022 (unaudited)	3
	Statements of Cash Flows for the Six Months Ended June 30, 2023 and 2022 (unaudited)	4
	Notes to Unaudited Financial Statements	5-19

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	24

Item 4.	Controls and Procedures	24

PART II OTHER INFORMATION

Item 1.	Legal Proceedings	25

Item 1A.	Risk Factors	25

Item 2.	Unregistered Sale of Equity Securities and Use of Proceeds	25

Item 3.	Defaults Upon Senior Securities	25

Item 4.	Mine Safety Disclosures	25

Item 5.	Other Information	25

Item 6.	Exhibits	26

	SIGNATURES	27

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

TLGY ACQUISITION CORPORATION

BALANCE SHEETS


	June 30, 2023
	(unaudited)		December 31, 2022
ASSETS
Current Assets:
Cash	$	57,438	$	585,241
Prepaid expenses		164,475		281,970
Total Current Assets		221,913		867,211

Investments held in Trust Account		78,492,794		237,501,000

Total Assets	$	78,714,707	$	238,368,211

LIABILITIES, ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ DEFICIT
Current Liabilities:
Accounts payable and accrued expenses	$	433,714	$	341,547
Accrued offering costs		5,000		20,000
Note payable – sponsor; at fair value (cost $1,100,000)		857,193		—
Due to related party		111		111
Total Current Liabilities		1,296,018		361,658

Derivative warrant liabilities		3,523,519		451,987
Deferred underwriting commission		8,650,000		8,650,000
Total Liabilities		13,469,537		9,463,645

COMMITMENTS AND CONTINGENCIES

Class A ordinary shares subject to possible redemption; 7,318,182 and 23,000,000 shares (at redemption value at June 30, 2023 and December 31, 2022, respectively)		78,492,794		237,501,000

Shareholders’ deficit:
Preferred stock, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding at June 30, 2023 and December 31, 2022		—		—
Class A ordinary shares, $0.0001 par value, 500,000,000 shares authorized, none issued and outstanding (excluding 7,318,182 shares and 23,000,000 shares subject to possible redemption) at June 30, 2023 and December 31, 2022, respectively		—		—
Class B ordinary shares, $0.0001 par value, 50,000,000 shares authorized, 5,750,000 shares issued and outstanding at June 30, 2023 and December 31, 2022		575		575
Additional paid-in capital		—		—
Accumulated deficit		(13,248,199)		(8,597,009)
Total Shareholders’ Deficit		(13,247,624)		(8,596,434)
LIABILITIES, ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ DEFICIT	$	78,714,707	$	238,368,211

The accompanying notes are an integral part of these unaudited condensed financial statements.

Table of Contents

TLGY ACQUISITION CORPORATION

STATEMENTS OF OPERATIONS

(UNAUDITED)


	For the Three Months				For the Six Months
	Ended				Ended
	June 30,				June 30,
	2023		2022		2023		2022
EXPENSES
Administrative fee - related party	$	45,000	$	45,000	$	90,000	$	90,000
General and administrative		224,650		273,539		732,465		552,033
TOTAL EXPENSES		269,650		318,539		822,465		642,033

OTHER INCOME
Income earned on Investments held in Trust Account		871,053		250,133		3,142,604		255,426
Change in fair value of derivative liabilities		(1,430,870)		1,738,741		(2,828,725)		7,881,401
TOTAL OTHER INCOME (LOSS)		(559,817)		1,988,874		313,879		8,136,827

Net (loss) income	$	(829,467)	$	1,670,335	$	(508,586)	$	7,494,794

Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption		7,318,182		23,000,000		12,083,375		23,000,000
Basic and diluted net (loss) income per share, Class A ordinary shares subject to possible redemption	$	(0.06)	$	0.06	$	(0.03)	$	0.26

Weighted average number of shares of Class B ordinary shares outstanding, basic and diluted		5,750,000		5,750,000		5,750,000		5,750,000
Basic and diluted net (loss) income per Class B ordinary share	$	(0.06)	$	0.06	$	(0.03)	$	0.26

The accompanying notes are an integral part of these unaudited condensed financial statements.

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TLGY ACQUISITION CORPORATION

STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

(UNAUDITED)


	Class B			Additional
	Ordinary Shares			Paid-In		Accumulated		Shareholders’
	Shares	Amount		Capital		Deficit		Deficit
Balance as of December 31, 2022	5,750,000	$	575	$	—	$	(8,597,009)	$	(8,596,434)

Current period remeasurement to redemption value	—		—		—		(2,671,551)		(2,671,551)

Net income	—		—		—		320,881		320,881
Balance as of March 31, 2023	5,750,000		575		—		(10,947,679)		(10,947,104)
Current period remeasurement to redemption value	—		—		—		(1,471,053)		(1,471,053)
Net loss	—		—		—		(829,467)		(829,467)
Balance as of June 30, 2023	5,750,000	$	575	$	—	$	(13,248,199)	$	(13,247,624)


	Class B			Additional
	Ordinary Shares			Paid-In		Accumulated		Shareholders’
	Shares	Amount		Capital		Deficit		Deficit
Balance as of December 31, 2021	5,750,000	$	575	$	—	$	(17,341,777)	$	(17,341,202)

Current period remeasurement to redemption value	—		—		—		(5,293)		(5,293)
Net income	—		—		—		5,824,459		5,824,459
Balance as of March 31, 2022	5,750,000		575		—		(11,522,611)		(11,522,036)
Current period remeasurement to redemption value	—		—		—		(250,133)		(250,133)
Net income	—		—		—		1,670,335		1,670,335
Balance as of June 30, 2022	5,750,000	$	575	$	—	$	(10,102,409)	$	(10,101,834)

The accompanying notes are an integral part of these unaudited condensed financial statements.

Table of Contents

TLGY ACQUISITION CORPORATION

STATEMENTS OF CASH FLOWS

(UNAUDITED)


	For the		For the
	Six Months Ended		Six Months Ended
	June 30,		June 30,
	2023		2022

Cash Flows From Operating Activities:
Net (loss) income	$	(508,586)	$	7,494,794
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Formation and organization costs paid by related parties		—		—
Investment income earned on investments held in the Trust Account		(3,142,604)		(255,426)
Loss (gain) on change in fair value of derivative liabilities		2,828,725		(7,881,401)
Changes in operating assets and liabilities:
Prepaid expenses		117,495		(42,061)
Other current assets		—		24,567
Other assets		—		152,780
Changes in accrued offering costs		(15,000)		(15,348)
Accounts payable and accrued expenses		92,167		116,329
Net Cash Used In Operating Activities		(627,803)		(405,766)

Cash Flows from Investing Activities:
Cash deposited into Trust Account		(1,000,000)		—
Cash withdrawn from Trust Account		163,150,810		—
Net Cash Provided By Investing Activities		162,150,810		—

SEC Form 10-Q filed by TLGY Acquisition Corporation