| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
TLGY ACQUISITION CORP [ TLGY ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/22/2023 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Class B ordinary shares | (1) | 07/22/2023 | S | 1,424,813(2) | (1) | (1) | Class A ordinary shares | 1,424,813 | $1.33 | 3,919,887 | I | By TLGY Sponsors LLC(3) | |||
| Class B ordinary shares | (1) | 07/22/2023 | P | 627,820(4) | (1) | (1) | Class A ordinary shares | 627,820 | $1.33 | 627,820 | I | By TLGY Holdings LLC(3) | |||
| Class B ordinary shares | (1) | 03/01/2024 | S | 1,044,773(5) | (1) | (1) | Class A ordinary shares | 1,044,773 | $0.67 | 2,875,114 | I | By TLGY Sponsors LLC(3) | |||
| Class B ordinary shares | (1) | 03/01/2024 | P | 522,388(6) | (1) | (1) | Class A ordinary shares | 522,388 | $0.67 | 522,388 | I | By Kim Revocable Family Trust(7) | |||
| Class B ordinary shares | (1) | 06/19/2024 | S | 2,641,197(8) | (1) | (1) | Class A ordinary shares | 2,641,197 | $1(8) | 233,917 | I | By TLGY Sponsors LLC(3) | |||
| Class B ordinary shares | (1) | 06/19/2024 | S | 219,737(9) | (1) | (1) | Class A ordinary shares | 219,737 | $1(9) | 408,083 | I | By TLGY Holdings LLC(3) | |||
| Class B ordinary shares | (1) | 06/19/2024 | S | 182,836(10) | (1) | (1) | Class A ordinary shares | 182,836 | $1(10) | 339,552 | I | By Kim Revocable Family Trust(7) | |||
| Explanation of Responses: |
| 1. As described in the issuer's registration statement on Form S-1 (File No. 333-260242), as amended, under the heading "Description of Securities-Founder Shares," the Class B ordinary shares, par value $0.0001 per share, of the issuer ("Class B Shares") will automatically convert into Class A ordinary shares, par value $0.0001 per share, of the issuer at the time of, or immediately following, the issuer's initial business combination, on a one-for-one basis, subject to certain adjustments, and have no expiration date. |
| 2. On July 22, 2023, TLGY Sponsors LLC sold the subject Class B Shares in a private transaction, at a per share price of approximately $1.33 per share. |
| 3. TLGY Sponsors LLC, the issuer's sponsor, is the record holder of the shares reported herein. Jin-Goon Kim is the manager of TLGY Holdings LLC, which is the manager of TLGY Sponsors LLC, and has joint voting and investment discretion with respect to the ordinary shares held of record by TLGY Sponsors LLC. Accordingly, the shares held by TLGY Sponsors LLC may be deemed to be beneficially held by Jin-Goon Kim, except to the extent of any pecuniary interest therein. |
| 4. On July 22, 2023, TLGY Holdings LLC purchased the subject Class B Shares in a private transaction, at a per share price of approximately $1.33 per share. |
| 5. On March 1, 2024, TLGY Sponsors LLC sold the subject Class B Shares in a private transaction, at a per share price of approximately $0.67 per share. |
| 6. On March 1, 2024, the Kim Revocable Family Trust (the "Trust") purchased the subject Class B Shares in a private transaction, at a per share price of approximately $0.67 per share. |
| 7. The Trust is a family trust, of which the reporting person is a trustee of the Trust. The reporting person and members of the reporting person's immediate family are among the beneficiaries of the Trust. The reporting person disclaims beneficial ownership of the Class B Shares held by the Trust except to the extent of his pecuniary interest therein. |
| 8. On June 19, 2024, TLGY Sponsors LLC sold the subject Class B Shares in a private transaction, for an aggregate purchase price of $1.00. |
| 9. On June 19, 2024, TLGY Holdings LLC sold the subject Class B Shares in a private transaction, for an aggregate purchase price of $1.00. |
| 10. On June 19, 2024, the Trust sold the subject Class B Shares in a private transaction, for an aggregate purchase price of $1.00. |
| /s/ Jim-Goon Kim, By Kathryn Simons through Power of Attorney | 06/21/2024 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||