TLGY Acquisition Corporation(TLGYU) - 2023 Q3 - Quarterly Report

PART I - FINANCIAL INFORMATION Item 1. Financial Statements This section presents the unaudited condensed financial statements for TLGY Acquisition Corporation as of September 30, 2023, including Balance Sheets, Statements of Operations, Statements of Changes in Shareholders' Deficit, and Statements of Cash Flows, with detailed notes on business, accounting policies, and financial activities Balance Sheets The company's total assets decreased significantly from $238.4 million to $80.3 million by September 30, 2023, primarily due to share redemptions, while total liabilities increased from $9.5 million to $11.7 million, and shareholders' deficit widened from $8.6 million to $11.6 million Balance Sheet Summary (unaudited, in USD) | Metric | September 30, 2023 | December 31, 2022 | | :--- | :--- | :--- | | Assets | | | | Cash | $58,555 | $585,241 | | Investments held in Trust Account | $80,118,438 | $237,501,000 | | Total Assets | $80,261,594 | $238,368,211 | | Liabilities | | | | Total Current Liabilities | $2,067,036 | $361,658 | | Derivative warrant liabilities | $978,659 | $451,987 | | Total Liabilities | $11,695,695 | $9,463,645 | | Shareholders' Deficit | ($11,552,539) | ($8,596,434) | Statements of Operations For Q3 2023, net income was $3.3 million, up from $1.1 million in Q3 2022, driven by changes in warrant liabilities and trust account investment income, while nine-month net income decreased from $8.6 million to $2.8 million Statements of Operations Summary (unaudited, in USD) | Metric | Three Months Ended Sep 30, 2023 | Three Months Ended Sep 30, 2022 | Nine Months Ended Sep 30, 2023 | Nine Months Ended Sep 30, 2022 | | :--- | :--- | :--- | :--- | :--- | | Total Expenses | 471,360 | 339,081 | 1,293,825 | 981,114 | | Income on Investments in Trust | 1,025,644 | 1,143,295 | 4,168,248 | 1,398,721 | | Change in fair value of warrant liabilities | 2,544,860 | 334,115 | (526,672) | 8,215,516 | | Net Income | $3,320,729 | $1,138,329 | $2,812,143 | $8,633,123 | Statements of Cash Flows For the nine months ended September 30, 2023, net cash used in operating activities was $1.1 million, investing activities provided $161.6 million, and financing activities used $161.0 million, resulting in a net cash decrease of $526,686 Cash Flow Summary (unaudited, For the Nine Months Ended September 30, in USD) | Metric | 2023 | 2022 | | :--- | :--- | :--- | | Net Cash Used In Operating Activities | ($1,101,686) | ($636,557) | | Net Cash Provided By Investing Activities | $161,550,810 | $0 | | Net Cash Used In Financing Activities | ($160,975,810) | $0 | | Net change in cash | ($526,686) | ($636,557) | | Cash at end of period | $58,555 | $816,260 | Notes to Unaudited Financial Statements These notes detail the company's formation as a SPAC, the proposed merger with Verde Bioresins, Inc., significant accounting policies, IPO specifics, related party transactions, equity structure, warrant liabilities, fair value measurements, and post-period events - The company is a SPAC formed to effect a business combination and has not commenced any operations, with all activity relating to organizational activities, the IPO, and searching for a business combination target[15][16] - On June 21, 2023, the Company entered into a Merger Agreement with Verde Bioresins, Inc., which will constitute its initial business combination[32] - Management has identified substantial doubt about the Company's ability to continue as a going concern due to the requirement to liquidate if a business combination is not completed within the permitted timeframe, which is less than one year from the financial statement issuance date[34] Management's Discussion and Analysis of Financial Condition and Results of Operations This section discusses the company's financial condition as a blank check company, its proposed business combination with Verde Bioresins, Inc., operational results primarily from trust account investments, liquidity, capital resources, and critical accounting policies, noting a working capital deficit and going concern doubt - The company is a blank check company with no operations, focused on consummating an initial business combination, and on June 21, 2023, it entered into a Merger Agreement with Verde Bioresins, Inc.[125][126] Net Income Analysis (For the three months ended September 30, in USD) | Year | Net Income | Key Drivers | | :--- | :--- | :--- | | 2023 | $3,320,729 | Gain on fair value of derivative liabilities ($2.5M), interest income ($1.0M), offset by administrative costs ($0.47M) | | 2022 | $1,138,329 | Interest income ($1.1M), gain on fair value of warrant liabilities ($0.3M), offset by operating expenses ($0.34M) | - As of September 30, 2023, the company had cash of $58,555 and a working capital deficit of $1,923,880, leading management to conclude there is substantial doubt about the company's ability to continue as a going concern if a business combination is not completed[136][137] - Critical accounting policies include the valuation of warrant liabilities and convertible notes at fair value, and the classification of Class A ordinary shares subject to redemption as temporary equity[143][144][145] Quantitative and Qualitative Disclosures About Market Risk As a smaller reporting company, the company is exempt from providing quantitative and qualitative disclosures about market risk - As a smaller reporting company as defined by Rule 12b-2 of the Exchange Act, the company is not required to provide the information under this item[152] Controls and Procedures Management, including the CEO and CFO, concluded the company's disclosure controls and procedures were effective as of September 30, 2023, with no material changes to internal control over financial reporting during the quarter - Based on an evaluation as of September 30, 2023, the Principal Executive Officer and Principal Financial Officer concluded that the company's disclosure controls and procedures were effective[154] - There were no changes in internal control over financial reporting during the quarter that have materially affected, or are reasonably likely to materially affect, these controls[155] PART II - OTHER INFORMATION Legal Proceedings The company reports no legal proceedings - There are no legal proceedings to report[157] Risk Factors No material changes have occurred to the risk factors previously disclosed in the company's IPO prospectus and annual report on Form 10-K - No material changes have occurred with respect to the risk factors previously disclosed in the final prospectus filed on December 3, 2021, and the annual report on Form 10-K filed on February 21, 2023[157] Unregistered Sale of Equity Securities and Use of Proceeds This section details the private placement of 11,259,500 warrants to the sponsor for $11,259,500 and confirms $234.6 million from the IPO and private placement was deposited into the trust account with no material change in planned use - Simultaneously with the IPO and over-allotment option exercise, the sponsor purchased an aggregate of 11,259,500 private placement warrants at $1.00 per warrant, for total proceeds of $11,259,500[158][159] - A total of $234.6 million from the IPO and private placement was placed in the trust account, with no material change in the planned use of these proceeds[162] Defaults Upon Senior Securities The company reports no defaults upon senior securities - None[163] Mine Safety Disclosures This item is not applicable to the company - Not applicable[163] Other Information The company reports no other information - None[163] Exhibits This section lists the exhibits filed as part of the quarterly report, including officer certifications and XBRL data files - The report includes exhibits such as CEO and CFO certifications (Exhibits 31.1, 31.2, 32.1, 32.2) and XBRL interactive data files (Exhibit 101 series)[165]