TLGY Acquisition Corp. enters into merger agreement with Verde Bioresins valued at $365M

TLGY ACQUISITION CORP

Merger agreement signed June 21, 2023; enterprise value of Verde Bioresins set at $365M.
Verde stockholders to receive New Verde common stock at $10/share; up to 36.5M earnout shares.
TLGY to redomicile to Delaware, change name to Verde Bioresins, Corp., trade as VRDE.
Closing subject to SPAC shareholder approval, regulatory OKs, and minimum $5M net tangible assets after redemptions.
Sponsor earnout shares up to 5.75M; reduced to 2M if trust cash < $25M.

item 1.01 item 7.01 item 8.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

TLGY ACQUISITION CORP entered into Agreement and Plan of Merger with Verde Bioresins, Inc. (effective 2023-06-21).

Action: entry
Agreement: merger
Counterparty: Verde Bioresins, Inc.
Effective: 2023-06-21

Exact text from the filing

On June 21, 2023, TLGY Acquisition Corporation, a Cayman Islands exempted company (“ TLGY ”), entered into an Agreement and Plan of Merger (as it may be amended, supplemented or otherwise modified from time to time, the “ Merger Agreement ”), by and among TLGY, Virgo Merger Sub Corp., a Delaware corporation and wholly-owned subsidiary of TLGY (“ Merger Sub ”), Verde Bioresins, Inc., a Delaware corporation (“ Verde ”), and, solely for Sections 3.07, 3.10, 7.13 and Article XI thereof, TLGY Sponsors LLC, a Cayman Islands limited liability company (“ Sponsor ”).

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Source: SEC EDGAR

accession 0001104659-23-073575

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