$TLGYF
TLGY ACQUISITION CORP

2024 Q3 Form 10-Q Financial Statement

#000141057824002027 Filed on November 19, 2024

View on sec.gov

Income Statement

Concept 2024 Q3
Revenue $0.00
YoY Change
Cost Of Revenue
YoY Change
Gross Profit
YoY Change
Gross Profit Margin
Selling, General & Admin $292.2K
YoY Change -37.84%
% of Gross Profit
Research & Development
YoY Change
% of Gross Profit
Depreciation & Amortization
YoY Change
% of Gross Profit
Operating Expenses $292.2K
YoY Change -37.84%
Operating Profit
YoY Change
Interest Expense $1.490M
YoY Change -60.69%
% of Operating Profit
Other Income/Expense, Net $1.490M
YoY Change -60.71%
Pretax Income $1.198M
YoY Change -63.92%
Income Tax
% Of Pretax Income
Net Earnings $1.198M
YoY Change -63.93%
Net Earnings / Revenue
Basic Earnings Per Share
Diluted Earnings Per Share $0.13
COMMON SHARES
Basic Shares Outstanding
Diluted Shares Outstanding

Balance Sheet

Concept 2024 Q3
SHORT-TERM ASSETS
Cash & Short-Term Investments $6.720K
YoY Change -93.28%
Cash & Equivalents $6.720K
Short-Term Investments
Other Short-Term Assets $44.24K
YoY Change -55.76%
Inventory
Prepaid Expenses $44.24K
Receivables
Other Receivables
Total Short-Term Assets $50.96K
YoY Change -64.4%
LONG-TERM ASSETS
Property, Plant & Equipment
YoY Change
Goodwill
YoY Change
Intangibles
YoY Change
Long-Term Investments $43.64M
YoY Change -45.51%
Other Assets
YoY Change
Total Long-Term Assets $43.64M
YoY Change -45.53%
TOTAL ASSETS
Total Short-Term Assets $50.96K
Total Long-Term Assets $43.64M
Total Assets $43.69M
YoY Change -45.56%
SHORT-TERM LIABILITIES
YoY Change
Accounts Payable $417.0K
YoY Change 4.24%
Accrued Expenses $5.000K
YoY Change
Deferred Revenue
YoY Change
Short-Term Debt $3.741M
YoY Change 120.07%
Long-Term Debt Due
YoY Change
Total Short-Term Liabilities $4.178M
YoY Change 102.13%
LONG-TERM LIABILITIES
Long-Term Debt $0.00
YoY Change
Other Long-Term Liabilities $1.411M
YoY Change -85.3%
Total Long-Term Liabilities $1.411M
YoY Change -85.3%
TOTAL LIABILITIES
Total Short-Term Liabilities $4.178M
Total Long-Term Liabilities $1.411M
Total Liabilities $5.589M
YoY Change -52.21%
SHAREHOLDERS EQUITY
Retained Earnings -$5.539M
YoY Change -52.06%
Common Stock
YoY Change
Preferred Stock
YoY Change
Treasury Stock (at cost)
YoY Change
Treasury Stock Shares
Shareholders Equity -$5.538M
YoY Change
Total Liabilities & Shareholders Equity $43.69M
YoY Change -45.56%

Cashflow Statement

Concept 2024 Q3
OPERATING ACTIVITIES
Net Income $1.198M
YoY Change -63.93%
Depreciation, Depletion And Amortization
YoY Change
Cash From Operating Activities -$84.98K
YoY Change -81.92%
INVESTING ACTIVITIES
Capital Expenditures
YoY Change
Acquisitions
YoY Change
Other Investing Activities -$180.0K
YoY Change -70.0%
Cash From Investing Activities -$180.0K
YoY Change -70.0%
FINANCING ACTIVITIES
Cash Dividend Paid
YoY Change
Common Stock Issuance & Retirement, Net
YoY Change
Debt Paid & Issued, Net
YoY Change
Cash From Financing Activities 230.6K
YoY Change -78.45%
NET CHANGE
Cash From Operating Activities -84.98K
Cash From Investing Activities -180.0K
Cash From Financing Activities 230.6K
Net Change In Cash -34.38K
YoY Change -128961550774320.7%
FREE CASH FLOW
Cash From Operating Activities -$84.98K
Capital Expenditures
Free Cash Flow
YoY Change

Facts In Submission

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us-gaap Nature Of Operations
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<p style="font-family:'Times New Roman','Times','serif';font-size:10pt;font-weight:bold;text-align:justify;margin:0pt 0pt 12pt 0pt;">NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt 0pt 12pt 0pt;">TLGY Acquisition Corporation (the “Company”) was incorporated in the Cayman Islands on May 21, 2021. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt 0pt 12pt 0pt;">As of September 30, 2024, the Company had not commenced any operations. All activity for the period from May 21, 2021 (inception) through September 30, 2024 were organizational activities and those necessary to prepare for the Initial Public Offering, described below, and, since the completion of our Initial Public Offering, searching for a target to consummate an initial business combination. The Company will not generate any operating revenues until after the completion of an initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt 0pt 12pt 0pt;">The registration statement for the Company’s Initial Public Offering was declared effective on November 30, 2021. On December 3, 2021, the Company consummated the Initial Public Offering of 20,000,000 units (“Units” and, with respect to the ordinary shares included in the Units being offered, the “Public Shares”), generating gross proceeds of $200,000,000, which is described in Note 3.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt 0pt 12pt 0pt;">Simultaneously with the closing of the Initial Public Offering, the Company consummated the private sale (the “Private Placement”) of an aggregate of 10,659,500 warrants (the “Private Placement Warrants”) to TLGY Sponsors LLC (the “Sponsor”) at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds to the Company in the amount of $10,659,500.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt 0pt 12pt 0pt;">On December 8, 2021, the Company consummated the closing of the sale of an additional 3,000,000 Units (the “Option Units”) at $10.00 per Option Unit, pursuant to the underwriters’ exercise in full of their over-allotment option, generating gross proceeds of $30,000,000. The Company also consummated the closing of the sale of an additional 600,000 Private Placement Warrants at $1.00 per Private Placement Warrant, generating gross proceeds of $600,000, to the Sponsor in respect of its obligation to purchase such additional Private Placement Warrants upon the exercise of the underwriters’ over-allotment option.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt 0pt 12pt 0pt;">Transaction costs amounted to $14,183,689 consisting of $4,000,000 of underwriting fees, $8,650,000 of deferred underwriting fees payable (“Deferred Underwriting Fees”) (which are held in a trust account with Continental Stock Transfer &amp; Trust Company acting as trustee (the “Trust Account”)) and $1,533,689 of other offering costs related to the Initial Public Offering. Cash of $6,720 was held outside of the Trust Account on September 30, 2024 and was available for working capital purposes. As described below, in May 2024, the Company entered into a certain waiver with Mizuho Securities USA LLC (“Mizuho Waiver”), pursuant to which Mizuho agreed to waive the Deferred Underwriting Fees and agreed to a forfeiture of all 300,300 Class B ordinary shares acquired by it at the time of, and deemed compensation for, the IPO. The Company believes that Mizuho was acting as a representative of all of the underwriters on the IPO, however, as a precautionary effort, the Company is in the process of obtaining a written confirmation from all other underwriters on the IPO, to confirm that the Deferred Underwriting Fees were waived under the Mizuho Waiver. The Company intends to receive this waiver during the fourth quarter of 2024. As of the date of this Quarterly Report, the forfeiture of the 300,300 Class B ordinary shares has not yet been completed.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt 0pt 12pt 0pt;">Following the closing of the Initial Public Offering on December 3, 2021 and the sale of the underwriters’ overallotment units on December 8, 2021, an amount of $234,600,000 ($10.20 per Public Share) from the net proceeds of the sale of the Units in the Initial Public Offering and the Private Placement was placed in the Trust Account which may be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the Trust Account to the Company’s shareholders, as described below.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt 0pt 12pt 0pt;">The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The stock exchange listing rules require that the Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the assets held in the Trust Account (as defined below) (excluding the amount of deferred underwriting commissions and taxes payable on the income earned on the Trust Account). The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt 0pt 12pt 0pt;">The Company will provide the holders of the outstanding Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer in connection with the Business Combination. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.20 per Public Share, plus any pro rata interest then in the Trust Account, net of taxes payable). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Public Shares subject to redemption will be recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Accounting Standards Codification (“ASC”) Topic 480 “<i style="font-style:italic;">Distinguishing Liabilities from Equity</i>” (ASC 480).</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt 0pt 12pt 0pt;">All of the Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Company’s Business Combination and in connection with certain amendments to the Company’s amended and restated memorandum and articles of association (the “Amended and Restated Memorandum and Articles of Association”). In accordance with the rules of the U.S. Securities and Exchange Commission (the “SEC”) and its guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of a company require ordinary shares subject to redemption to be classified outside of permanent equity. Given that the Public Shares will be issued with other freestanding instruments (i.e., public warrants), the initial carrying value of the Class A ordinary shares classified as temporary equity will be the allocated proceeds determined in accordance with ASC 470-20. The Class A ordinary shares are subject to ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, the Company has the option to either (i) accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or (ii) recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected to recognize the changes immediately. The Public Shares are redeemable and will be classified as such on the balance sheets until such date that a redemption event takes place. Redemptions of the Company’s Public Shares may be subject to the satisfaction of conditions, including minimum cash conditions, pursuant to an agreement relating to the Company’s Business Combination.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt 0pt 12pt 0pt;">If the Company seeks shareholder approval of the Business Combination, the Company will proceed with a Business Combination only if the Company receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the Company, or such other vote as required by law or stock exchange rule. If a shareholder vote is not required and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the SEC, and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt 0pt 12pt 0pt;">Notwithstanding the foregoing, if the Company seeks shareholder approval of the Business Combination and the Company does not conduct redemptions pursuant to the tender offer rules, a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares without the Company’s prior written consent.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt 0pt 12pt 0pt;">The Sponsor has agreed (a) to waive its redemption rights with respect to any Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Public Shares upon approval of any such amendment.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt 0pt 12pt 0pt;">If the Company has not completed a Business Combination by December 16, 2024 (or up to April 16, 2025 if the period of time to consummate a business combination is extended in accordance with the terms of the Amended and Restated Memorandum and Articles of Association) (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than <span style="-sec-ix-hidden:Hidden_niGsOEkGPkeGBj__zKoElw;"><span style="font-family:'Times New Roman','Times','serif';font-size:10pt;font-style:normal;font-weight:normal;">ten</span></span> business days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned and not previously released to the Company to pay its taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish the rights of the Public Shareholders as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Public Shareholders and its Board of Directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt 0pt 12pt 0pt;">The Sponsor has agreed to waive its rights to liquidating distributions from the Trust Account with respect to the Founder Shares it will receive if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor or any of its respective affiliates acquire Public Shares, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period, and in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00).</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt 0pt 12pt 0pt;">In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (1) $10.20 per Public Share and (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.20 per Public Share, due to reductions in the value of trust assets, in each case net of the interest that may be withdrawn to pay taxes. This liability will not apply to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:0pt;margin:0pt 0pt 12pt 0pt;"><span style="font-style:italic;font-weight:bold;">Verde Bioresins Merger Agreement</span></p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt 0pt 12pt 0pt;">The Company and the Sponsor previously entered into an Agreement and Plan of Merger, as amended (the “Merger” Agreement) on June 21, 2023, as amended on August 11, 2023, with Virgo Merger Sub Corp., a Delaware corporation and wholly-owned subsidiary of the Company (“Merger Sub”), Verde Bioresins, Inc., a Delaware corporation (“Verde”). On March 12, 2024, the Company received a termination notice (the “Termination Notice”) from Verde stating that Verde was exercising its right to terminate the Merger Agreement (the “Termination”) and all ancillary agreements, pursuant to Section 10.01(c) of the Merger Agreement. On March 18, 2024, the Company responded to the Termination Notice and agreed to a termination of the Merger Agreement, but disputed the grounds for the termination of the Merger Agreement. As a result of the agreed upon termination of the Merger Agreement, the Acquiror Support Agreement entered among the Company, Verde and the Sponsor dated June 21, 2023, the Company Support Agreement between Humanitario Capital LLC, the Company and Verde dated June 21, 2023, and Sponsor Share Restriction Agreement entered among the Company, Verde and the Sponsor dated June 21, 2023, automatically terminated. The Company intends to continue evaluating other possible business combination targets.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;padding-bottom:12pt;text-align:justify;text-indent:0pt;margin:0pt;"><span style="font-style:italic;font-weight:bold;">Changes in Control of Registrant</span></p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;padding-bottom:12pt;text-align:justify;text-indent:18pt;background:#ffffff;margin:0pt;">On April 16, 2024, the Company, the Sponsor, TLGY Holdings LLC, which is the holding company of the Sponsor, CPC Sponsor Opportunities I, LP and CPC Sponsor Opportunities I (Parallel), LP (CPC Sponsor Opportunities I, LP and CPC Sponsor Opportunities I (Parallel), LP, together, the “CPC Funds”), the CPC Funds being current stakeholders of economic interests in the Sponsor, entered into a securities transfer agreement (“Securities Transfer Agreement”), pursuant to which, at a closing on June 19, 2024 (the “Closing”), CPC Funds, for an aggregate purchase price of $1.00 (the “Purchase Price”), (i) purchased 3,542,305 Class B ordinary shares of the Company (the “Founder Shares”) from the Sponsor, certain investors who held the Founder Shares, and three present or previous independent directors of the Company, and (ii) purchased 3,940,825 warrants, each exercisable to purchase one Class A ordinary share at $11.50 per share (“Private Placement Warrants”) from the Sponsor (the “Securities Transfer Transaction”).</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;background:#ffffff;margin:0pt 0pt 12pt 0pt;">Following the completion of the Securities Transfer Transaction, CPC Funds held and controlled 4,126,215 Founder Shares and 3,940,825 Private Placement Warrants, which represents approximately 45.0% of the issued and outstanding ordinary shares of the Company, assuming the cancellation of 300,300 Class B ordinary shares held by Mizuho Securities USA LLC as required by the Securities Transfer Agreement, and as such the CPC Funds are able to control the election of the Company’s board of directors, and ultimately, the direction of the Company until its initial business combination, if any.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt 0pt 12pt 0pt;">On June 19, 2024, in connection with the Securities Transfer Transaction, the Company and the Sponsor entered into a letter agreement (the “Termination Letter”) terminating the administrative services agreement (the “Administrative Services Agreement”), dated November 30, 2021, by and between the Company and the Sponsor. Pursuant to the Termination Letter, the Company and the Sponsor agreed to irrevocably release, waive, and forever discharge the Company and its successors or assigns, the Sponsor and its members, directors, advisors, officers and its holding company, from any and all actions, compensations, fees and expenses, obligations and claims of all types and nature, including all sums that may be or have been accrued or outstanding, arising from or in connection with the Administrative Services Agreement.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt 0pt 12pt 0pt;">On June 20, 2024, in connection with the Securities Transfer Transaction, the Company and CPC Funds entered into a joinder to a certain letter agreement, dated November 30, 2021 (the “Letter Agreement Joinder”) and a joinder to a certain registration rights agreement, dated November 30, 2021 (the “Registration Rights Agreement”). In addition, on June 21, 2024, the Company entered into an agreement (the “CPC Funds Indemnification Agreement”) to indemnify CPC Funds and their affiliates (each, a “Indemnitee”) from any claims made by the Company or a third party in respect of any investment opportunities sourced by an Indemnitee, any liability arising with respect to an Indemnitee’s activities in connection with the Company’s affairs, and that are provided without a separate written agreement between the Company and any Indemnitee. Such indemnity will provide that the Indemnitees cannot access the funds held in the Company’s trust account.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt 0pt 12pt 0pt;">On June 20, 2024, in connection with the Closing of the Securities Transfer Transaction, Jin-Goon Kim resigned as the CEO and the interim CFO of the Company, and remained as the chairman of Board of the Company. Vikas Desai was appointed as the CEO and a director of the Company, and Merrick Friedman was appointed as the CFO of the Company. Enrique Klix was appointed as an independent director of the Company, and Young Cho was appointed as an independent director of the Company.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:0pt;margin:0pt 0pt 12pt 0pt;"><span style="font-style:italic;font-weight:bold;">Change in Auditor</span></p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt 0pt 12pt 0pt;">On June 27, 2024, the Company dismissed Marcum Asia CPAs LLP (“Marcum Asia”) as its independent registered public accounting firm to audit the Company’s financial statements, to be effective immediately. The dismissal of Marcum Asia was approved by the Audit Committee of the Company’s Board of Directors (the “Audit Committee”). On June 28, 2024, the Company engaged WithumSmith+Brown, PC (“Withum”) as its new independent registered public accounting firm. The engagement of Withum was approved by Audit Committee.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;font-style:italic;font-weight:bold;text-align:justify;margin:0pt 0pt 12pt 0pt;">Liquidity, Capital Resources, and Going Concern</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt 0pt 12pt 0pt;">As of September 30, 2024, the Company had cash of approximately $6,720 and a working capital deficit of $4,127,121.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt 0pt 12pt 0pt;">In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”) 2014-15, “<i style="font-style:italic;">Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern</i>,” management is satisfied that Sponsor has committed, but not obliged, to provide fund in form of working capital loan for the working capital needs of the Company until the consummation of an initial business combination or the winding up of the Company as stipulated in the Company’s amended and restated memorandum and articles of association, though no assurance can be provided that such additional capital will ultimately be available. Management has determined that if the Company is unsuccessful in consummating an initial business combination by December 16, 2024 (or up to April 16, 2025 if the period of time to consummate a business combination is extended in accordance with the terms of the Amended and Restated Memorandum and Articles of Association), the requirement that the Company cease all operations, redeem the public shares and thereafter liquidate and dissolve raises substantial doubt about the ability to continue as a going concern. There is no assurance that the Company’s plans to consummate a Business Combination will be successful within the Combination Period. Additionally, management has determined that the Combination Period is less than one year from the date of the issuance of the financial statements. This, coupled with the current liquidity condition of the Company, raises substantial doubt about the Company’s ability to continue as a going concern. As a result, this factor raises substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:0pt;margin:0pt 0pt 12pt 0pt;"><span style="font-style:italic;font-weight:bold;">Risks and Uncertainties</span></p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt 0pt 12pt 0pt;">As a result of the military action commenced in February 2022 by the Russian Federation and Belarus in the country of Ukraine and related economic sanctions, the Company’s ability to consummate a Business Combination, or the operations of a target business with which the Company ultimately consummates a Business Combination, may be materially and adversely affected. In addition, the Company’s ability to consummate a transaction may be dependent on the ability to raise equity and debt financing which may be impacted by these events, including as a result of increased market volatility, or decreased market liquidity in third-party financing being unavailable on terms acceptable to the Company or at all. The impact of this action and related sanctions on the world economy and the specific impact on the Company’s financial position, results of operations and/or ability to consummate a Business Combination are not yet determinable.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt;">The financial statements do not include any adjustments that might result from the outcome of the above uncertainties.</p>
CY2021Q2 tlgyu Condition For Future Business Combination Number Of Businesses Minimum
ConditionForFutureBusinessCombinationNumberOfBusinessesMinimum
1
CY2021Q4 tlgyu Transaction Costs
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CY2021Q4 tlgyu Sale Of Stock Underwriting Fees
SaleOfStockUnderwritingFees
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CY2021Q4 tlgyu Deferred Offering Costs Noncurrent
DeferredOfferingCostsNoncurrent
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CY2021Q4 tlgyu Sale Of Stock Other Offering Costs
SaleOfStockOtherOfferingCosts
1533689
CY2024Q3 us-gaap Cash
Cash
6720
tlgyu Condition For Future Business Combination Use Of Proceeds Percentage
ConditionForFutureBusinessCombinationUseOfProceedsPercentage
80
tlgyu Condition For Future Business Combination Threshold Percentage Ownership
ConditionForFutureBusinessCombinationThresholdPercentageOwnership
50
tlgyu Percentage Obligation To Redeem Public Shares If Entity Does Not Complete Business Combination
PercentageObligationToRedeemPublicSharesIfEntityDoesNotCompleteBusinessCombination
1
tlgyu Redemption Limit Percentage Without Prior Consent
RedemptionLimitPercentageWithoutPriorConsent
100
tlgyu Maximum Allowed Dissolution Expenses
MaximumAllowedDissolutionExpenses
100000
CY2024Q3 us-gaap Cash And Cash Equivalents At Carrying Value
CashAndCashEquivalentsAtCarryingValue
6720
tlgyu Working Capital Deficit
WorkingCapitalDeficit
4127121
us-gaap Use Of Estimates
UseOfEstimates
<p style="font-family:'Times New Roman','Times','serif';font-size:10pt;font-weight:bold;text-align:justify;margin:0pt 0pt 12pt 0pt;"><span style="font-style:italic;">Use of Estimates</span></p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt 0pt 12pt 0pt;">The preparation of the financial statements in conformity with US GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the balance sheets.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt 0pt 12pt 0pt;">Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the balance sheets, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.</p>
CY2024Q3 us-gaap Cash
Cash
6720
CY2023Q4 us-gaap Cash
Cash
40621
CY2024Q3 us-gaap Cash Equivalents At Carrying Value
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CY2023Q4 us-gaap Cash Equivalents At Carrying Value
CashEquivalentsAtCarryingValue
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CY2024Q3 us-gaap Assets Held In Trust Noncurrent
AssetsHeldInTrustNoncurrent
43600000
CY2023Q4 us-gaap Assets Held In Trust Noncurrent
AssetsHeldInTrustNoncurrent
66000000.0
CY2023Q4 tlgyu Deferred Underwriting Compensation Noncurrent
DeferredUnderwritingCompensationNoncurrent
12650000
CY2023Q4 tlgyu Sale Of Stock Underwriting Fees
SaleOfStockUnderwritingFees
4000000
CY2023Q4 tlgyu Deferred Offering Costs Noncurrent
DeferredOfferingCostsNoncurrent
8650000
CY2023Q4 us-gaap Deferred Offering Costs
DeferredOfferingCosts
442567
CY2024Q3 us-gaap Unrecognized Tax Benefits
UnrecognizedTaxBenefits
0
CY2023Q4 us-gaap Unrecognized Tax Benefits
UnrecognizedTaxBenefits
0
CY2024Q3 us-gaap Unrecognized Tax Benefits Income Tax Penalties And Interest Accrued
UnrecognizedTaxBenefitsIncomeTaxPenaltiesAndInterestAccrued
0
CY2023Q4 us-gaap Unrecognized Tax Benefits Income Tax Penalties And Interest Accrued
UnrecognizedTaxBenefitsIncomeTaxPenaltiesAndInterestAccrued
0
us-gaap Concentration Risk Credit Risk
ConcentrationRiskCreditRisk
<p style="font-family:'Times New Roman','Times','serif';font-size:10pt;font-weight:bold;text-align:justify;margin:0pt 0pt 12pt 0pt;"><span style="font-style:italic;">Concentration of Credit Risk</span></p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt 0pt 12pt 0pt;">Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. Any loss incurred or lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows.</p>
CY2021Q4 tlgyu Units Issued During Period Shares New Issues
UnitsIssuedDuringPeriodSharesNewIssues
23000000
CY2021Q4 us-gaap Shares Issued Price Per Share
SharesIssuedPricePerShare
10.00
CY2021Q4 us-gaap Proceeds From Issuance Initial Public Offering
ProceedsFromIssuanceInitialPublicOffering
230000000
CY2024Q3 tlgyu Maximum Number Of Demands For Registration Of Securities
MaximumNumberOfDemandsForRegistrationOfSecurities
3
tlgyu Number Of Days Granted To Underwriters To Purchase Additional Units
NumberOfDaysGrantedToUnderwritersToPurchaseAdditionalUnits
P45D
CY2021Q4 tlgyu Deferred Fee Per Unit
DeferredFeePerUnit
0.35
CY2021Q4 tlgyu Aggregate Underwriter Cash Discount
AggregateUnderwriterCashDiscount
7000000
CY2024Q3 us-gaap Preferred Stock Shares Authorized
PreferredStockSharesAuthorized
5000000
CY2023Q4 us-gaap Preferred Stock Shares Authorized
PreferredStockSharesAuthorized
5000000
CY2024Q3 us-gaap Preferred Stock Par Or Stated Value Per Share
PreferredStockParOrStatedValuePerShare
0.0001
CY2023Q4 us-gaap Preferred Stock Par Or Stated Value Per Share
PreferredStockParOrStatedValuePerShare
0.0001
CY2024Q3 us-gaap Preferred Stock Shares Issued
PreferredStockSharesIssued
0
CY2023Q4 us-gaap Preferred Stock Shares Issued
PreferredStockSharesIssued
0
CY2024Q3 us-gaap Class Of Warrant Or Right Outstanding
ClassOfWarrantOrRightOutstanding
22759500
CY2024Q3 us-gaap Shares Subject To Mandatory Redemption Settlement Terms Fair Value Of Shares
SharesSubjectToMandatoryRedemptionSettlementTermsFairValueOfShares
546228
CY2023Q4 us-gaap Shares Subject To Mandatory Redemption Settlement Terms Fair Value Of Shares
SharesSubjectToMandatoryRedemptionSettlementTermsFairValueOfShares
352772
CY2024Q3 us-gaap Fair Value Adjustment Of Warrants
FairValueAdjustmentOfWarrants
-928588
CY2023Q3 us-gaap Fair Value Adjustment Of Warrants
FairValueAdjustmentOfWarrants
-2544860
us-gaap Fair Value Adjustment Of Warrants
FairValueAdjustmentOfWarrants
193456
us-gaap Fair Value Adjustment Of Warrants
FairValueAdjustmentOfWarrants
526672
CY2024Q3 ecd Rule10b51 Arr Adopted Flag
Rule10b51ArrAdoptedFlag
false
CY2024Q3 ecd Non Rule10b51 Arr Adopted Flag
NonRule10b51ArrAdoptedFlag
false
CY2024Q3 ecd Rule10b51 Arr Trmntd Flag
Rule10b51ArrTrmntdFlag
false
CY2024Q3 ecd Non Rule10b51 Arr Trmntd Flag
NonRule10b51ArrTrmntdFlag
false

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tlgyu-20240930_def.xml Edgar Link unprocessable
tlgyu-20240930_lab.xml Edgar Link unprocessable
tlgyu-20240930_pre.xml Edgar Link unprocessable
tlgyu-20240930x10q_htm.xml Edgar Link completed