TLGYU TLGY Acquisition Corporation

 

Filing pursuant to Rule 425 under the

Securities Act of 1933, as amended

Deemed filed under Rule 14a-12 under the

Securities Exchange Act of 1934, as amended

Filer: TLGY Acquisition Corporation

Subject Company: TLGY Acquisition Corporation

Filer’s Commission File Number: 001-41101

Date: August 25, 2023

 

The following article was published by Clayton Country Register on August 24, 2023:

https://www.claytoncountyregister.com/news2/bioplastics-startup-verde-takes-disruptive-path-to-circular-economy/147558/

 

VERDE BIORESINS AIMS TO TRANSFORM THE PLASTICS INDUSTRY WITH BIODEGRADABLE POLYEARTHYLENE RESINS

 

August 24, 2023 Lira Mercer

 

Verde Bioresins, a California-based bioplastics startup, has launched a new range of biodegradable PolyEarthylene resins in its mission to revolutionize the circularity of plastics. The company, founded in 2020, specializes in sustainable materials and uses proprietary technology to produce bio-based and renewable PolyEarthylene resins.

 

The PolyEarthylene resins developed by Verde are designed to address the increasing demand for eco-friendly solutions in the $600 billion global plastics market. These resins are curbside recyclable and can be tailored to meet specific physical and mechanical performance goals, making them suitable replacements for traditional polyethylene and polypropylene in a wide range of applications.

 

What sets Verde’s resins apart is their ability to decompose rapidly due to the action of naturally occurring microorganisms. This feature provides an effective end-of-life solution and contributes to a more sustainable and circular economy.

 

Verde’s rapid growth is evident through its partnerships with leading companies such as Braskem and Vinmar. By collaborating with these like-minded organizations, Verde aims to expand its market reach and the quality of its products. The company has already established connections with various industries, including shipping, beauty and personal care, consumer products, agriculture, electronics, clothing, and food packaging.

 

With its recent public listing on NASDAQ, Verde Bioresins Corp. will have improved access to capital markets and the ability to attract and retain top talent. The company’s aggressive growth plan involves working closely with distribution partners and large converters to ensure that its products are ready for volume production across multiple applications.

 

Verde’s PolyEarthylene resins are versatile, capable of replacing general HDPE, LDPE, LLDPE, and PP grades. In addition to conventional uses, such as injection molded bottles and thermoform applications, Verde is perfecting coatings on paper and extruded foam applications. The company is a member of the Alternative Fuels and Chemicals Coalition, actively participating in the pursuit of sustainable solutions.

 

 

As the plastics market continues to grow rapidly, Verde believes that recycling and bio-based, biodegradable resins are crucial components of the solution. However, the company emphasizes the importance of legislation focusing on genuine environmental benefits rather than merely greenwashing.

 

Verde Bioresins’ innovative PolyEarthylene resins offer a significant step forward in achieving a more sustainable and circular plastics economy. By providing biodegradable alternatives to traditional plastics, Verde is playing a critical role in minimizing the environmental impact of the plastics industry.

 

Sources:

– verdebioresins.com

 

***

 

  

About TLGY Acquisition Corporation

 

TLGY Acquisition Corporation is a blank check company sponsored by TLGY Sponsors LLC, whose business purpose is to effect a merger, share exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses. TLGY was formed to focus on growth companies through long-term, private equity style value creation in the biopharma and business-to-consumer (B2C) technology sectors.

 

For additional information, please visit www.tlgyacquisition.com.

 

About Verde Bioresins, Inc.

 

Verde Bioresins, Inc. is a full-service bioplastics company that specializes in sustainable product innovation and the manufacturing of proprietary biopolymer resins, providing comprehensive design and development solutions for companies seeking alternatives to conventional plastics.

 

For additional information, please visit www.verdebioresins.com.

 

Forward-Looking Statements

 

This communication includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Exchange Act that are not historical facts, and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this communication regarding TLGY and the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements.

 

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 neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by forward-looking statements, 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 TLGY’s securities; (ii) the risk that the proposed business combination may not be completed by TLGY’s business combination deadline and the potential failure to obtain an extension of the business combination deadline sought by TLGY; (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 TLGY; (iv) the effect of the announcement or pendency of the proposed business combination on the Company’s business relationships, performance, and business generally; (v) risks that the proposed business combination disrupts current plans of the Company and potential difficulties in the Company employee retention as a result of the proposed business combination; (vi) the outcome of any legal proceedings that may be instituted against TLGY or the Company related to the agreement and plan of merger or the proposed business combination; (vii) the ability to maintain the listing of TLGY’s securities on Nasdaq; (viii) the price of TLGY’s securities, including volatility resulting from changes in the competitive and highly regulated industries in which the Company operates, variations in performance across competitors, changes in laws and regulations affecting the Company’s business and changes in the combined capital structure; and (ix) the ability to implement and realize upon business plans, forecasts, and other expectations after the completion of the proposed business combination, and identify and realize additional opportunities. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in TLGY’s final proxy statement/prospectus to be contained in the Form S-4 registration statement, including those under “Risk Factors” therein, TLGY’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other documents filed by TLGY from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and TLGY and the Company assume no obligation and, except as required by law, do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. Neither TLGY nor the Company gives any assurance that either TLGY or the Company will achieve its expectations.

 

 

Additional Information and Where to Find It / Non-Solicitation

 

In connection with the proposed business combination, the Company will become wholly-owned subsidiary of TLGY and TLGY will be renamed to Verde Bioresins, Corp. as of the closing of the proposed business combination. TLGY filed with the SEC the Registration Statement, including a preliminary proxy statement/prospectus of TLGY, in connection with the proposed business combination. After the Registration Statement is declared effective, TLGY will mail a definitive proxy statement/prospectus and other relevant documents to its shareholders. TLGY’s shareholders and other interested persons are advised to read, when available, the preliminary proxy statement/prospectus, and amendments thereto, and the definitive proxy statement/prospectus in connection with TLGY’s solicitation of proxies for its shareholders’ meeting to be held to approve the proposed business combination because the proxy statement/prospectus will contain important information about TLGY, Verde and the proposed business combination. The definitive proxy statement/prospectus will be mailed to shareholders of TLGY as of a record date to be established for voting on the proposed business combination. Shareholders will also be able to obtain copies of the Registration Statement, each preliminary proxy statement/prospectus and the definitive proxy statement/prospectus, without charge, once available, at the SEC’s website at www.sec.gov. In addition, the documents filed by TLGY may be obtained free of charge from TLGY at www.tlgyacquisition.com.

 

Participants in Solicitation

 

TLGY, the Company and their respective directors, executive officers and other members of their management and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies of TLGY’s shareholders in connection with the proposed business combination. Investors and security holders may obtain more detailed information regarding the names, affiliations and interests of TLGY’s directors and executive officers in TLGY’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, which was filed with the SEC on February 21, 2023. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies of TLGY’s shareholders in connection with the proposed business combination will be set forth in the proxy statement/prospectus for the proposed business combination when available. Information concerning the interests of TLGY’s participants in the solicitation, which may, in some cases, be different than those of TLGY’s equity holders generally, will be set forth in the proxy statement/prospectus relating to the proposed business combination when it becomes available.

 

 

No Offer or Solicitation

 

This communication is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the potential business combination and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of TLGY, the Company or the combined company, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act.

  

---