TLGY Acquisition : Termination of Material Agreement - Form 8-K

Item 1.02

Termination of a Material Definitive Agreement.

As previously reported, on June 21, 2023, TLGY Acquisition Corporation, a Cayman Islands exempted company ("TLGY"), and TLGY Sponsors LLC, a Cayman Islands limited liability company (the "Sponsor") entered into an Agreement and Plan of Merger, as amended on August 11, 2023 (the "Merger Agreement"), with Virgo Merger Sub Corp., a Delaware corporation and wholly-owned subsidiary of TLGY ("Merger Sub"), Verde Bioresins, Inc., a Delaware corporation ("Verde"), pursuant to which, among other things, following the de-registration of TLGY as an exempted company in the Cayman Islands and the continuation and domestication of TLGY as a corporation in the State of Delaware, Merger Sub will merge with and into Verde, with Verde as the surviving corporation and as a wholly-owned subsidiary of TLGY. On March 12, 2024, TLGY 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, TLGY 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 TLGY, Verde and the Sponsor dated June 21, 2023, the Company Support Agreement between Humanitario Capital LLC, TLGY and Verde dated June 21, 2023, and Sponsor Share Restriction Agreement entered among TLGY, Verde and the Sponsor dated June 21, 2023, automatically terminated. TLGY intends to continue evaluating other possible business combination targets.