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  4. [8-K] TLGY ACQUISITION CORP Reports Material Event

TLGY Acquisition (TLGUF) lowers SPAC extension payments and pushes deadline

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

TLGY Acquisition Corporation shareholders approved an amendment to the company’s Articles to reduce the monthly cash amount its sponsors must deposit into the trust account to extend the SPAC’s deadline. The extension payment is now the lesser of $0.05 per outstanding share and $10,000, down from the lesser of $0.05 per share and $25,000, for up to six one‑month extensions if requested by the sponsors and accepted by the company.

At the April 15, 2026 extraordinary general meeting, 5,408,488 ordinary shares, or about 91.06% of shares entitled to vote, were represented, and the extension amendment passed with 5,406,283 votes in favor. Holders of 13,817 Class A shares chose to redeem for cash from the trust. Following shareholder approval, the company extended its business combination deadline from April 29, 2026 to May 29, 2026 after the sponsors or their designees deposited $10,000 into the trust.

Positive

  • None.

Negative

  • None.

Insights

TLGY lowers sponsor extension cost and secures a one‑month SPAC deadline extension.

The amendment lets TLGY Acquisition Corporation extend its business combination deadline with smaller sponsor-funded deposits to the trust account. The monthly extension payment was reset to the lesser of $0.05 per outstanding share and $10,000, down from a $25,000 cap, for up to six one‑month extensions.

Shareholder support was strong, with 5,406,283 votes for the change out of 5,408,488 shares present, while redemptions covered 13,817 Class A shares. On April 16, 2026, the sponsors deposited $10,000 into the trust, extending the termination date to May 29, 2026. Subsequent filings may clarify whether additional one‑month extensions are used within the six‑month framework.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
New monthly extension cap $10,000 Maximum cash deposit per one‑month extension after amendment
Prior monthly extension cap $25,000 Old maximum sponsor deposit per one‑month extension
Per‑share extension rate $0.05 per outstanding share Per‑share cap on monthly extension payment
Shares entitled to vote 5,939,587 shares 5,834,587 Class A and 105,000 Class B as of March 20, 2026
Shares represented at meeting 5,408,488 shares Ordinary shares present, approximately 91.06% of those entitled
Votes for extension amendment 5,406,283 votes Votes in favor of the Extension Amendment
Class A shares redeemed 13,817 shares Redemptions in connection with the extraordinary meeting
New termination date May 29, 2026 SPAC business combination deadline after one‑month extension
trust account financial
"must deposit into the Company’s trust account (the “Trust Account”) in order"
A trust account is a special bank or brokerage account where assets are held and managed by a designated person or firm (the trustee) for the benefit of another person or group (the beneficiary). It matters to investors because it separates assets from personal or corporate funds, can protect assets, control how and when money is used, and may affect tax or legal rights—think of it as a locked drawer opened only under agreed rules.
extraordinary general meeting regulatory
"held an extraordinary general meeting of shareholders (the “TLGY Shareholders’ Meeting”)"
Memorandum and Articles of Association regulatory
"amend the Company’s Amended and Restated Memorandum and Articles of Association (the “Articles”)"
Memorandum and articles of association are the founding legal documents of a company: the memorandum sets out the company’s basic purpose and scope, while the articles act as its internal rulebook detailing how the company is run, who has what powers, and how decisions are made. For investors these documents matter because they define ownership rights, voting rules, limits on activities, and procedures for major changes—like a contract and rulebook that determine how their investment can be used and protected.
Termination Date financial
"extend the period of time to consummate an initial business combination (the “Termination Date”) by one month"
Termination date is the specific calendar day when a contract, agreement, option or other legal arrangement stops being in effect and any remaining rights or obligations expire. For investors it matters because that date sets deadlines for exercising rights, receiving payments, closing positions or avoiding penalties—similar to the day a lease or warranty ends, after which parties no longer have the same protections or claims.
redemption financial
"shareholders holding 13,817 Class A Ordinary Shares exercised their right to redeem such shares"
Redemption is when an issuer or holder settles a financial instrument by paying it off or returning it for cash, such as a bond being paid at maturity or a preferred share bought back by the company. It matters to investors because redemption changes when and how they get their money back, can cut off future income from the investment, and affects the issuer’s cash needs—think of it like a loan being paid off early or a store refunding a returned purchase.
Cayman Islands exempted company regulatory
"TLGY Acquisition Corporation, a Cayman Islands exempted company (“TLGY” or the “Company”)"
A Cayman Islands exempted company is a legal entity incorporated under Cayman Islands law that is set up to do business mainly outside the islands; it offers flexible rules, limited local reporting and tax neutrality. For investors, it matters because the company’s legal protections, shareholder rights, disclosure requirements and tax treatment follow Cayman law rather than the investor’s home jurisdiction, which can affect governance, transparency and how easy it is to enforce claims—think of it like a car registered in another state for legal and tax reasons.
Understanding 8-K Material Events →
false --12-31 0001879814 0001879814 2026-04-15 2026-04-15 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 8-K

 

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): April 15, 2026

 

 

 

TLGY Acquisition Corporation

(Exact name of registrant as specified in its charter)

 

 

 

Cayman Islands   001-41101   98-1603634
(State or other jurisdiction
of incorporation)		  

(Commission File Number)

   (IRS Employer
Identification No.)

 

4001 Kennett Pike, Suite 302

Wilmington, DE

   19807
(Address of principal executive offices)   (Zip Code)

 

(1) 302-803-6849

(Registrant’s telephone number, including area code)

 

Not Applicable

(Former name or former address, if changed since last report)

 

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act: None.

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

 

 

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

The information included in Item 5.07 is incorporated by reference in this item to the extent required.

 

A copy of the special resolutions adopting the amendment to the Articles (as defined below) is attached to this Current Report on Form 8-K as Exhibit 3.1 and incorporated herein by reference.

 

Item 5.07. Submission of Matters to a Vote of Security Holders.

 

On April 15, 2026, TLGY Acquisition Corporation, a Cayman Islands exempted company (“TLGY” or the “Company”), held an extraordinary general meeting of shareholders (the “TLGY Shareholders’ Meeting”) at which its shareholders approved a proposal to amend the Company’s Amended and Restated Memorandum and Articles of Association (the “Articles”) to modify the monthly amount that CPC Sponsor Opportunities I, LP and CPC Sponsor Opportunities I (Parallel), LP, the Company’s sponsors (the “Sponsors”) or their affiliates or designees must deposit into the Company’s trust account (the “Trust Account”) in order to extend the period of time to consummate an initial business combination (the “Termination Date”) by one month, up to six times (starting from the first date on which such modified extension payment is made), if requested by the Sponsors and accepted by the Company, from the lesser of (x) $0.05 per outstanding share and (y) $25,000 to the lesser of (x) $0.05 per outstanding share and (y) $10,000 (the “Extension Amendment”).

 

On March 20, 2026, the record date for the TLGY Shareholders’ Meeting, there were 5,834,587 Class A ordinary shares, par value $0.0001 per share, of TLGY (“Class A Ordinary Shares”) and 105,000 Class B ordinary shares, par value $0.0001 per share (“Class B Ordinary Shares” and together with the Class A Ordinary Shares, the “Ordinary Shares”), entitled to be voted at the TLGY Shareholders’ Meeting. At the TLGY Shareholders’ Meeting, 5,408,488 Ordinary Shares, or approximately 91.06% of the shares entitled to vote at the TLGY Shareholders’ Meeting, were represented in person or by proxy, which constituted a quorum.

 

The following is a tabulation of the votes with respect to the Extension Amendment, which was approved by the Company’s shareholders:

 

For   Against   Abstain
5,406,283   2,105   100

 

In connection with the TLGY Shareholders’ Meeting, shareholders holding 13,817 Class A Ordinary Shares exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account maintained by Continental Stock Transfer & Trust Company.

 

In addition, on April 16, 2026, the Company filed with the Cayman Islands Registrar of Companies a notice of the special resolutions amending the Articles. Under Cayman Islands law, the amendment to the Articles took effect upon approval of the Extension Amendment.

 

Item 8.01 Other Events.

 

On April 15, 2026, the Company notified Continental Stock Transfer & Trust Company of its intention to extend the Termination Date by an additional month for the period from April 29, 2026 to May 29, 2026, subject to the Sponsors or their affiliates or designees depositing $10,000 (the “Extension Deposit”) into the Trust Account.

 

On April 16, 2026, the Sponsors or their affiliates or designees deposited the Extension Deposit into the Trust Account and as a result the Termination Date was extended by one month until May 29, 2026.

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits.

 

Exhibit No.   Description of Exhibits
3.1   Copy of the special resolutions amending the Amendment to the Company’s Amended and Restated Memorandum and Articles of Association, adopted by the shareholders of the Company on April 15, 2026.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

1

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: April 20, 2026

 

TLGY ACQUISITION CORPORATION  
     
By:

/s/ Young Cho

  
Name:  Young Cho  
Title: Chief Executive Officer  

 

 

2

 

 

Source: View Original Filing on SEC EDGAR

FAQ

What governance change did TLGY Acquisition Corporation (TLGUF) shareholders approve?

Shareholders approved an amendment to TLGY’s Articles that reduces the sponsors’ monthly trust deposit needed to extend the SPAC’s business combination deadline, while keeping the per‑share cap at $0.05 and lowering the maximum cash payment per extension month to $10,000 from $25,000.

How did the TLGY (TLGUF) vote on the extension amendment turn out?

The extension amendment passed with strong support. At the extraordinary general meeting, 5,406,283 ordinary shares voted for, 2,105 voted against, and 100 abstained, out of 5,408,488 shares represented, which equaled about 91.06% of the shares entitled to vote at the meeting.

How many TLGY (TLGUF) shares were redeemed in connection with the meeting?

Shareholders holding 13,817 Class A ordinary shares of TLGY elected to redeem their shares for a pro rata portion of the funds held in the SPAC’s trust account, which is maintained by Continental Stock Transfer & Trust Company, in connection with the extraordinary general meeting and extension amendment.

What is the new monthly extension payment structure for TLGY’s sponsors?

For each one‑month extension, TLGY’s sponsors or their affiliates must now deposit the lesser of $0.05 per outstanding share and $10,000 into the trust account, replacing the prior maximum of $25,000, and this modified structure can be used for up to six one‑month extensions if requested and accepted.

How long did TLGY (TLGUF) extend its business combination deadline after this filing?

After the sponsors or their designees deposited $10,000 into the trust account on April 16, 2026, TLGY extended its termination date for completing an initial business combination by one month, shifting the deadline from April 29, 2026 to May 29, 2026 under the amended extension terms.

What share classes were entitled to vote at TLGY’s extraordinary meeting?

As of the March 20, 2026 record date, 5,834,587 Class A ordinary shares and 105,000 Class B ordinary shares of TLGY were entitled to vote at the extraordinary general meeting, together forming the ordinary share base considered for the quorum and voting calculations on the extension amendment.

Filing Exhibits & Attachments

4 documents

Other Documents