DEFA14A 1 tm236851-1_defa14a.htm DEFA14A tm236851-1_defa14a - none - 2.4375008s
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant
Filed by a Party other than the Registrant
Check the appropriate box:

Preliminary Proxy Statement

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material Pursuant to Section 240.14a-12
TLGY ACQUISITION CORPORATION
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):

No fee required.

Fee paid previously with preliminary materials

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

 
TLGY ACQUISITION CORPORATION
4001 Kennett Pike, Suite 302
Wilmington, DE 19807
RESCHEDUELING OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON FEBRUARY 17, 2023
TO THE SHAREHOLDERS OF TLGY ACQUISITION CORPORATION:
You are cordially invited to attend the extraordinary general meeting, which we refer to as the “Extraordinary General Meeting,” of shareholders of TLGY Acquisition Corporation, which we refer to as “we,” “us,” “our,” “TLGY” or the “Company,” to be held at 10:00 a.m. Eastern Time on February 23, 2023.
The Extraordinary General Meeting was originally scheduled for February 17, 2023 at which stockholders of record on January 17, 2023 were entitled to vote. We hereby announce the rescheduling of the Extraordinary General Meeting.
The Extraordinary General Meeting will now be held on February 23, 2023, at 10:00 a.m.
The Extraordinary General Meeting will be a virtual meeting of shareholders, which will be conducted via live webcast. You will be able to attend the Extraordinary General Meeting online, vote and submit your questions during the Extraordinary General Meeting by visiting https://www.cstproxy.com/tlgyacquisition/2023. If you plan to attend the virtual online Extraordinary General Meeting, you will need your 12 digit control number to vote electronically at the Extraordinary General Meeting. We are pleased to utilize the virtual shareholder meeting technology to provide ready access and cost savings for our shareholders and the Company. The virtual meeting format allows attendance from any location in the world. The Extraordinary General Meeting may also be attended in person at the offices of Cleary Gottlieb Steen & Hamilton LLP, One Liberty Plaza, 1 Liberty Pl, New York, NY 10006. Each shareholder may be asked to present valid photo identification, such as a driver’s license or passport.
Even if you are planning on attending the Extraordinary General Meeting online, please promptly submit your proxy vote by telephone, or, if you received a printed form of proxy in the mail, by completing, dating, signing and returning the enclosed proxy, so your shares will be represented at the Extraordinary General Meeting.
Amendment to Terms
In addition to rescheduling the Extraordinary General Meeting the purpose of this supplemental proxy statement is to establish that the Charter Amendment Proposal is conditioned upon the receipt of redemptions in an amount that would not cause the amounts held in the Trust Account to be reduced below $100.0 million. Our board of directors (the “Board”) reserves the right to waive such minimum balance condition and proceed with the Charter Amendment Proposal, in its sole discretion.
Voting and Procedures
Instructions on voting your shares are on the proxy materials you received for the Extraordinary General Meeting. Even if you plan to attend the Extraordinary General Meeting online, it is strongly recommended you complete and return your proxy card before the Extraordinary General Meeting date, to ensure that your shares will be represented at the Extraordinary General Meeting if you are unable to attend.
If you have any questions, please contact our proxy solicitor, Okapi Partners, at (855) 208-8903 (toll free) or by email at info@okapipartners.com..
The attached first supplement to the Original Proxy Statement contains additional information that supplements the Original Proxy Statement. We urge you to read this first supplement, together with the Original Proxy Statement, carefully and in its entirety. Under Cayman Islands law and the Charter, no other business may be transacted at the Extraordinary General Meeting.
 

 
By Order of the Board of Directors
February 14, 2023
/s/ Jin-Goon Kim
Jin-Goon Kim
Chief Executive Officer
Your vote is important. If you are a shareholder of record, please sign, date and return your proxy card as soon as possible to make sure that your shares are represented at the Extraordinary General Meeting. If you are a shareholder of record, you may also cast your vote online at the Extraordinary General Meeting. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank how to vote your shares, or you may cast your vote online at the Extraordinary General Meeting by obtaining a proxy from your brokerage firm or bank. Your failure to vote or instruct your broker or bank how to vote will mean that your vote will not be counted as either “FOR” or “AGAINST” for the purposes of determining whether the requisite majority has been obtained to approve the Charter Amendment Proposal, and an abstention will mean that your vote will not be counter as either ““FOR”” or “AGAINST” for the purposes of determining whether the requisite majority has been obtained to approve the Charter Amendment Proposal.
Important Notice Regarding the Availability of Proxy Materials for the Extraordinary General Meeting of Shareholders to be held on February 23, 2023: This notice of meeting and the Proxy Statement are available at https://www.cstproxy.com/tlgyacquisition/2023.
 
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TLGY ACQUISITION CORPORATION
4001 Kennett Pike, Suite 302
Wilmington, DE 19807
NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON FEBRUARY 23, 2023
SUPPLEMENT DATED FEBRUARY 23, 2023 TO THE PROXY STATEMENT DATED
JANUARY 26, 2023
The following information supplements (the “Supplemental Proxy Statement”) and should be read in conjunction with the original proxy statement dated January 26, 2023 that the company mailed to you on or about January 31, 2023 (the “Original Proxy Statement”). Capitalized terms in this supplement which are not defined in this supplement have the same meaning set forth in the Original Proxy Statement. This Supplemental Proxy Statement is intended to be read in conjunction with our Original Proxy Statement, and therefore does not contain all of the information that may be important to you in deciding how to vote on the matters to be considered at the Extraordinary General Meeting. To the extent information in this Supplemental Proxy Statement differs from, updates or conflicts with information contained in the Original Proxy Statement, the information in this Supplemental Proxy Statement is the more current information.
The Extraordinary General Meeting, which we refer to as the “Extraordinary General Meeting,” of shareholders of TLGY Acquisition Corporation, which we refer to as the “we,” “us,” “our,” “TLGY” or the “Company,” will be held at 10:00 a.m. Eastern Time on February 23, 2023 as a virtual meeting. You will be able to attend, vote your shares, and submit questions during the Extraordinary General Meeting via a live webcast available at https://www.cstproxy.com/tlgyacquisition/2023. If you plan to attend the virtual online Extraordinary General Meeting, you will need your 12 digit control number to vote electronically at the Extraordinary General Meeting. The Extraordinary General Meeting may also be attended in person at the offices of Cleary Gottlieb Steen & Hamilton LLP, One Liberty Plaza, 1 Liberty Pl, New York, NY 10006. Each shareholder may be asked to present valid photo identification, such as a driver’s license or passport.
The Extraordinary General Meeting was originally scheduled for February 17, 2023.
The Special Meeting will now be held on February 23, 2023.
The Extraordinary General Meeting will be held for the sole purpose of considering and voting upon the Charter Amendment Proposal and the Adjournment Proposal.
The purpose of the Charter Amendment Proposal and, if necessary, the Adjournment Proposal, is to allow us to complete a business combination. Approval of the Charter Amendment Proposal and, if necessary, the Adjournment Proposal is a condition to the implementation of the Charter Amendments.
Amendment of Terms
The Charter Amendment Proposal is also conditioned upon the receipt of redemptions in an amount that would not cause the amounts held in the Trust Account to be reduced below $100.0 million. Our board of directors (the “Board”) reserves the right to waive such minimum balance condition and proceed with the Charter Amendment Proposal, in its sole discretion.
This Supplemental Proxy Statement contains important information about the Extraordinary General Meeting and the proposals. Please read it carefully together with the Original Proxy Statement and vote your shares.
By Order of the Board of Directors
/s/ Jin-Goon Kim
Jin-Goon Kim
Chief Executive Officer
 
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WHERE YOU CAN FIND MORE INFORMATION
We file reports, proxy statements and other information with the SEC as required by the Exchange Act. You can read the Company’s SEC filings, including this Supplemental Proxy Statement, over the Internet at the SEC’s website at http://www.sec.gov.
If you would like additional copies of this Supplemental Proxy Statement or if you have questions about the proposals to be presented at the Extraordinary General Meeting, you should contact the Company’s proxy solicitation agent at the following address, telephone number and email:
Okapi Partners LLC
1212 Avenue of the Americas, 17th Floor
New York, NY 10036
Banks and Brokerage Firms, Please Call: (212) 297-0720
Shareholders and All Others Call Toll-Free: (855) 208-8903
E-mail: info@okapipartners.com
You may also obtain these documents by requesting them via e-mail from the Company at mail@tlgyacquisition.com.
If you are a shareholder of the Company and would like to request documents, please do so by February 21, 2023, in order to receive them before the Extraordinary General Meeting. If you request any documents from us, we will mail them to you by first class mail, or another equally prompt means.
 
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