TLGY TLGY Acquisition Corporation

On January 7, 2023, TLGY Acquisition Corporation (the “Company”) entered into a letter of intent for a potential business combination (the “business combination”) with a prospective business combination target in the alternative materials industry (“Target”). The letter of intent is non-binding except with respect to certain specified provisions relating to, among other things, exclusivity, expenses and other customary provisions.

As of the date of this Current Report on Form 8-K, the Company believes that the material commercial and legal terms of the business combination can likely be agreed upon in short order and anticipates entering into a definitive business combination agreement with Target soon thereafter.

Forward-Looking Statements

Some of the statements in this Current Report on Form 8-K are forward-looking statements within the meaning of the federal securities laws with respect to the anticipated business combination between the Company and Target, including statements regarding the anticipated timing of the proposed business combination. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “forecast,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” “positions,” “enables” and similar expressions (including the negative versions of such words or expressions).

Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this document, including but not limited to: (i) the risk that the proposed business combination may not be completed in a timely manner or at all, which may adversely affect the price of the Company’s securities; (ii) the risk that the proposed business combination may not be completed by the Company’s business combination deadline and the potential failure to obtain an extension of the business combination deadline; (iii) the failure to satisfy the conditions to the consummation of the proposed business combination, including the approval of the proposed business combination by the shareholders of the Company; (iv) risks that the proposed business combination disrupts current plans of Target; (v) the outcome of any legal proceedings that may be instituted against the Company, or related to an agreement and plan of merger with Target or the proposed business combination; (vi) the ability to maintain the listing of the Company’s securities on the NASDAQ; (vii) the price of the Company’s securities, including volatility resulting from changes in the industry in which Target plans to operate, variations in performance across competitors, changes in laws and regulations affecting Target’s business and changes in the combined capital structure; (viii) the ability to implement business plans, forecasts and other expectations after the completion of the proposed business combination, and identify and realize additional opportunities; and (ix) the impact of competitive products or product candidates.