Investor Presentation October 2021
INVESTOR PRESENTATION / OCTOBER 2023
KEY RISKS RELATED TO THE TRANSACTION AND TLGY
TLGY is subject to numerous risks, including but not limited to:
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TLGY's Initial Shareholders have entered into the Acquiror Support Agreement with TLGY and Verde to vote in favor of the Transaction, regardless of how TLGY's public shareholders vote.
Neither the TLGY Board nor any committee thereof obtained a third-party valuation or fairness opinion in determining whether or not to pursue the Transaction.
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Since TLGY's Initial Shareholders, directors and executive officers have interests that are different, or in addition to (and which may conflict with), the interests of its shareholders, a conflict of interest may have existed in
determining whether the Transaction with Verde is appropriate as TLGY's initial business combination. Such interests include that TLGY's Initial Shareholders, directors and executive officers, will lose their entire
investment in TLGY if the initial business combination is not completed.
If the conditions to closing contained in the Merger Agreement are not met or waived, the Transaction may not occur. TLGY may change or waive one or more of the terms of, or conditions to, the Transaction, and the
exercise of TLGY's directors' and executive officers' discretion in agreeing to such changes may result in a conflict of interest when determining whether such changes to the terms of the Transaction or waivers of
conditions are appropriate and in TLGY's shareholders' best interest.
TLGY will not have any right to make damage claims against Verde for the breach of any representation, warranty or covenant made by Verde in the Merger Agreement.
The consummation of the Transaction is subject to compliance with the HSR Act, and, if certain conditions are not satisfied or waived, the Transaction may not be completed.
The Transaction may be completed even though material adverse effects may result from the announcement of the Transaction, industry-wide changes and other causes.
The merged company after the closing of the Transaction with Verde ("Verde PubCo") may issue additional shares of Verde PubCo Common Stock or other equity securities without your approval, which would dilute
your ownership interests and may depress the market price of your shares.
Verde's financial forecasts, which were presented to the TLGY Board and are included in this proxy statement/prospectus, may not prove accurate.
The Sponsor is liable to ensure that proceeds of the Trust Account are not reduced by vendor claims in the event an initial business combination is not consummated. The Sponsor has also agreed to pay for any
liquidation expenses if an initial business combination is not consummated. Such liability may have influenced the Sponsor's decision to pursue the Transaction.
TLGY and Verde have incurred and expect to incur significant transaction costs in connection with the Transaction.
Past performance by TLGY and by its management team may not be indicative of future performance of an investment in TLGY or Verde PubCo.
The loss of any member or change in structure of Verde's senior management team could adversely affect its business.
TLGY's Existing Governing Documents waive the doctrine of corporate opportunity.
Activities taken by existing TLGY shareholders to increase the likelihood of approval of the Transaction Proposal and the other proposals described in this proxy statement/prospectus could have a depressive effect on
TLGY's securities.
Because Verde is not conducting an underwritten public offering of its securities, no underwriter has conducted due diligence of Verde's business, operations or financial condition or reviewed the disclosure in this
proxy statement/prospectus.
The SEC has recently issued proposed rules relating to certain activities of SPACs. Certain of the procedures that TLGY, a potential business combination target, or others may determine to undertake in connection with
such proposals may increase TLGY's costs and the time needed to complete its initial business combination and may constrain the circumstances under which TLGY could complete an initial business combination. The
need for compliance with the SPAC Rule Proposals may cause us to liquidate the funds in the Trust Account or liquidate the Company at an earlier time than we might otherwise choose.
If we are deemed to be an investment company for purposes of the Investment Company Act, we would be required to institute burdensome compliance requirements and our activities would be severely restricted. As
a result, in such circumstances, unless we are able to modify our activities so that we would not be deemed an investment company, we would expect to abandon our efforts to complete an initial business combination
and instead to liquidate the Company.
Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect TLGY's business, including its ability to negotiate and complete its initial business combination, and results of
operations.
To mitigate the risk that TLGY might be deemed to be an investment company for purposes of the Investment Company Act, TLGY may, at any time, instruct the trustee to liquidate the securities held in the Trust
Account and instead instruct the trustee to hold the funds in the Trust Account in cash until the earlier of the consummation of TLGY's initial business combination or its liquidation. As a result, following the liquidation
of securities in the Trust Account, TLGY would likely receive minimal interest, if any, on the funds held in the Trust Account, which would reduce the dollar amount the public shareholders would receive upon any
redemption or liquidation of the Company.
Subsequent to the consummation of the Business Combination, Verde PubCo may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative
effect on its financial condition, results of operations and the share price of its securities, which could cause you to lose some or all of your investment.
TLGY may be targeted by securities actions and derivative suits that could result in substantial costs and may delay or prevent the consummation of the Transaction.
TLGY's independent registered public accounting firm's report for TLGY contains an explanatory paragraph that expresses substantial doubt about its ability to continue as a "going concern."
Verde PubCo will incur increased costs as a result of being a public company.
TLGY's shareholders who do not redeem their public shares will have a reduced ownership and voting interest after the Transaction and will exercise less influence over management.
Verde PubCo's future success depends in part on recruiting and retaining key personnel. The loss of key personnel or the hiring of ineffective personnel after the Transaction could negatively impact the operations and
profitability of Verde PubCo.
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