Verde Investment Highlights
TLGY
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Key Risks Related to the Transaction and TLGY
TLGY is subject to numerous risks, including but not limited to:
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.
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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.
Verde
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