Verde Investment Highlights
TLGY
Key Risks Related to the Transaction and TLGY (continue)
TLGY is subject to numerous risks, including but not limited to:
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Verde PubCo's directors, executive officers and principal stockholders will continue to have substantial control over Verde PubCo's company after the consummation of the Transaction,
which could limit Verde PubCo's ability to influence the outcome of key transactions, including a change of control.
Humanitario Capital, LLC., Verde's principal stockholder, beneficially owns greater than 50% of Verde's outstanding shares of common stock and is expected to own greater than 50% of
Verde PubCo Common Stock following the consummation of the Transaction which will cause Verde PubCo to be deemed a "controlled company" under the rules of Nasdaq.
The public shareholders may experience immediate dilution as a consequence of the issuance of Verde PubCo Common Stock as consideration in the Transaction.
Warrants will become exercisable for Verde PubCo Common Stock, which, if exercised, would increase the number of shares eligible for future resale in the public market and result in
dilution to its shareholders.
Even if the Transaction is consummated the terms of the warrants may be amended in a manner adverse to a holder if holders of at least 50% of the then outstanding public warrants
approve of such amendment.
Verde PubCo may redeem a warrant holder's unexpired warrants prior to their exercise at a time that may be disadvantageous to such warrant holder, thereby making its warrants
worthless.
A warrant holder may only be able to exercise its public warrants on a "cashless basis" under certain circumstances, and if a warrant holder does so, such warrant holder will receive fewer
Verde PubCo Common Stock from such exercise than if a warrant holder were to exercise such warrants for cash.
Even if we consummate the Transaction, there can be no assurance that our public warrants will be in the money at the time they become exercisable, and they may expire worthless.
If you elect to exercise your redemption rights with respect to your Class A ordinary shares, you will be deemed to have tendered your contingent right to receive distributable redeemable
warrants for no additional consideration, and as a result, will not receive any distributable redeemable warrants in respect of such redeemed public shares.
If the amount of Class A ordinary shares redeemed by shareholders is low, shareholders who choose not to redeem their shares may only receive a small amount of distributable
redeemable warrants.
TLGY's warrant agreement designates the courts of the State of New York or the United States District Court for the Southern District of New York as the sole and exclusive forum for
certain types of actions and proceedings that may be initiated by holders of its warrants, which could limit the ability of warrant holders to obtain a favorable judicial forum for disputes
with TLGY.
Nasdaq may not list Verde PubCo's securities on its exchange, which could limit investors' ability to make transactions in Verde PubCo's securities and subject Verde PubCo to additional
trading restrictions.
An active, liquid trading market for Verde PubCo's securities may not develop, which may limit your ability to sell such securities.
Verde
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