Verde Investment Highlights
TLGY
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Key Risks Related to the Transaction and TLGY (continue)
TLGY is subject to numerous risks, including but not limited to:
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The unaudited pro forma financial information included elsewhere in this proxy statement/prospectus may not be indicative of what Verde PubCo's actual financial position or results of
operations would have been.
The ability of TLGY's public shareholders to exercise redemption rights with respect to a large number of its public shares may not allow it to complete the Transaction or optimize the
capital structure of Verde PubCo and may increase the probability that the Transaction would be unsuccessful and that you will have to wait for liquidation in order to redeem your shares.
TLGY's Initial Shareholders, as well as Verde, TLGY's directors, executive officers, advisors and their respective affiliates may elect to purchase public shares prior to the consummation of
the Transaction, which may influence the vote on the Transaction and reduce the public "float" of its Class A ordinary shares.
If our Initial Shareholders, officers, directors or their affiliates elect to purchase public shares from public shareholders, such purchases may affect the market price of TLGY's securities.
If third parties bring claims against TLGY, the proceeds held in the Trust Account could be reduced and the per share redemption amount received by shareholders may be less than $10.00
per share (which was the offering price in its initial public offering).
TLGY's directors may decide not to enforce the indemnification obligations the Sponsor, resulting in a reduction in the amount of funds in the Trust Account available for distribution to
the public stockholders.
TLGY may not have sufficient funds to satisfy indemnification claims of its directors and executive officers.
In the event TLGY distributes the proceeds in the Trust Account to its public shareholders and subsequently files a bankruptcy petition or an involuntary bankruptcy petition is filed against
TLGY that is not dismissed, a bankruptcy court may seek to recover such proceeds, and TLGY and the TLGY Board may be exposed to claims of punitive damages.
If, before distributing the proceeds in the Trust Account to TLGY's public shareholders, TLGY files a bankruptcy petition or an involuntary bankruptcy petition is filed against TLGY that is not
dismissed, the claims of creditors in such proceeding may have priority over the claims of its shareholders and the per share amount that would otherwise be received by its shareholders in
connection with its liquidation may be reduced.
TLGY's shareholders may be held liable for claims by third parties against TLGY to the extent of distributions received by them upon redemption of their shares.
TLGY is and Verde PubCo will be an emerging growth company and a smaller reporting company within the meaning of the Securities Act, and if Verde PubCo takes advantage of certain
exemptions from disclosure requirements available to "emerging growth companies" or "smaller reporting companies," this could make its securities less attractive to investors and may
make it more difficult to compare its performance with other public companies.
Compliance obligations under the Sarbanes-Oxley Act may make it more difficult for TLGY to effectuate the Transaction, require substantial financial and management resources and
increase the time and costs of completing a business combination.
A significant portion of TLGY's total outstanding shares are restricted from immediate resale but may be sold into the market in the near future. This could cause the market price of Verde
PubCo Common Stock to drop significantly, even if Verde PubCo's business is doing well.
Verde
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