UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2024

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-41101

TLGY Acquisition Corporation

(Exact name of registrant as specified in its charter)


Cayman Islands		98-1603634
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

4001 Kennett Pike, Suite 302

Wilmington, DE

19807

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (1) 302-803-6849

Securities registered pursuant to Section 12(b) of the Act:


Title of Each Class:	Trading Symbol(s)	Name of Each Exchange on Which Registered:
Units, each consisting of one Class A ordinary share, par value $.0001, and one-half of one redeemable warrant	TLGYU	The NASDAQ Stock Market LLC
Class A ordinary shares, par value $0.0001 per share	TLGY	The NASDAQ Stock Market LLC
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share	TLGYW	The NASDAQ Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act: None

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of November 19, 2024, there were a total of 9,467,207 ordinary shares, comprising 3,717,207 Class A ordinary shares, par value $0.0001 per share, and 5,750,000 Class B ordinary shares, par value $0.0001 per share, of the registrant issued and outstanding.

Table of Contents

TLGY ACQUISITION CORPORATION

FORM 10-Q FOR THE QUARTER ENDED

September 30, 2024

TABLE OF CONTENTS


		Page
PART 1 FINANCIAL INFORMATION

Item 1.	Financial Statements	1

	Balance Sheets as of September 30, 2024 (unaudited) and December 31, 2023	1
	Statements of Operations for the Three and Nine Months Ended September 30, 2024 and 2023 (unaudited)	2
	Statements of Changes in Shareholders’ Deficit for the Three and Nine Months Ended September 30, 2024 and 2023 (unaudited)	3
	Statements of Cash Flows for the Nine Months Ended September 30, 2024 and 2023 (unaudited)	4
	Notes to Unaudited Financial Statements	5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	26

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	31

Item 4.	Controls and Procedures	31

PART II OTHER INFORMATION

Item 1.	Legal Proceedings	32

Item 1A.	Risk Factors	32

Item 2.	Unregistered Sale of Equity Securities and Use of Proceeds	32

Item 3.	Defaults Upon Senior Securities	32

Item 4.	Mine Safety Disclosures	32

Item 5.	Other Information	32

Item 6.	Exhibits	33

	SIGNATURES	34

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

TLGY ACQUISITION CORPORATION

BALANCE SHEETS


	September 30, 2024		December 31, 2023
	(unaudited)
ASSETS
Current Assets:
Cash	$	6,720	$	40,621
Prepaid expenses		44,241		9,552
Total Current Assets		50,961		50,173

Cash and investments held in Trust Account		43,642,805		65,954,638

Total Assets	$	43,693,766	$	66,004,811

LIABILITIES, ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ DEFICIT
Current Liabilities:
Accounts payable and accrued expenses	$	416,957	$	525,076
Accrued offering costs		5,000		5,000
Advances from related party		—		111
Convertible promissory note payable - sponsor		2,870,000		2,235,000
Convertible promissory note payable – third party		—		310,000
Convertible promissory note payable – CPC		871,125		—
Due to related party		15,000		15,000
Total Current Liabilities		4,178,082		3,090,187

Derivative warrant liabilities		546,228		352,772
Deferred underwriting commission		865,000		8,650,000
Total Liabilities		5,589,310		12,092,959

COMMITMENTS AND CONTINGENCIES

Class A ordinary shares subject to possible redemption; 3,717,207 shares at redemption value of $11.74 at September 30, 2024 and 5,922,865 shares at redemption value of $11.13 at December 31, 2023)		43,642,805		65,954,638

Shareholders’ deficit:
Preferred stock, $0.0001 par value; 5,000,000 shares authorized; none issued or outstanding at September 30, 2024 and December 31, 2023		—		—
Class A ordinary shares, $0.0001 par value, 500,000,000 shares authorized, none issued or outstanding (excluding 3,717,207 and 5,922,865 shares subject to possible redemption as of September 30, 2024 and December 31, 2023, respectively) at September 30, 2024 and December 31, 2023		—		—
Class B ordinary shares, $0.0001 par value, 50,000,000 shares authorized, 5,750,000 shares issued and outstanding at September 30, 2024 and December 31, 2023		575		575
Additional paid-in capital		—		—
Accumulated deficit		(5,538,924)		(12,043,361)
Total Shareholders’ Deficit		(5,538,349)		(12,042,786)
LIABILITIES, ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ DEFICIT	$	43,693,766	$	66,004,811

The accompanying notes are an integral part of these unaudited condensed financial statements.

Table of Contents

TLGY ACQUISITION CORPORATION

STATEMENTS OF OPERATIONS

(UNAUDITED)


	For the Three Months				For the Nine Months
	Ended				Ended
	September 30,				September 30,
	2024		2023		2024		2023
EXPENSES
Administrative fee - related party	$	—	$	45,000	$	60,000	$	135,000
General and administrative		292,166		426,360		943,794		1,158,825
TOTAL EXPENSES		292,166		471,360		1,003,794		1,293,825

OTHER INCOME (LOSS)
Income earned on Cash and Investments held in Trust Account		561,391		1,025,644		2,088,627		4,168,248
Forgiveness of debt		—		—		608,776		—
Change in fair value of derivative liabilities		928,588		2,544,860		(193,456)		(526,672)
TOTAL OTHER INCOME		1,489,979		3,570,504		2,503,947		3,641,576

Net income	$	1,197,813	$	3,099,144	$	1,500,153	$	2,347,751

Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption		3,717,207		7,318,182		4,578,541		10,477,523
Basic and diluted net income per share, Class A ordinary shares subject to possible redemption	$	0.13	$	(0.24)	$	0.15	$	(0.14)

SEC Form 10-Q filed by TLGY Acquisition Corporation