Verde Investment Highlights
TLGY
Key Risks Related to the Transaction and TLGY (continue)
TLGY is subject to numerous risks, including but not limited to:
•
.
•
•
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.
Verde
30View entire presentation