SEC Comment Letter 0000000000-23-010558 to TLGY ACQUISITION CORP (TLGY, TLGYU, TLGYW) (CIK 0001879814) (TLGUF)
TLGY ACQUISITION CORP (TLGY, TLGYU, TLGYW) (CIK 0001879814)
Date: Sept. 25, 2023 · CIK: 0001879814 · Accession: 0000000000-23-010558
AI Filing Summary & Sentiment
File numbers found in text: 001-41101
Letter
United States securities and exchange commission logo September 25, 2023 Jin-Goon Kim Chief Executive Officer and Chairman TLGY Acquisition Corporation 4001 Kennett Pike, Suite 302 Wilmington, DE 19807 Re:TLGY Acquisition Corporation Preliminary Proxy on Schedule 14A Filed September 13, 2023 File No. 001-41101 Dear Jin-Goon Kim: We have limited our review of your registration statement to those issues we have addressed in our comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments. Preliminary Proxy Statement on Schedule 14A General 1.With a view toward disclosure, please tell us whether your sponsor is, is controlled by, has any members who are, or has substantial ties with, a non-U.S. person. If so, please revise your filing to include risk factor disclosure that addresses how this fact could impact your ability to complete your initial business combination. For instance, discuss the risk to investors that you may not be able to complete an initial business combination with a target company should the transaction be subject to review by a U.S. government entity, such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately prohibited. Disclose that as a result, the pool of potential targets with which you could complete an initial business combination may be limited. Further, disclose that the time necessary for government review of the transaction or a decision to prohibit the
FirstName LastNameJin-Goon Kim Comapany NameTLGY Acquisition Corporation September 25, 2023 Page 2 FirstName LastName Jin-Goon Kim TLGY Acquisition Corporation September 25, 2023 Page 2 transaction could prevent you from completing an initial business combination and require you to liquidate. Disclose the consequences of liquidation to investors, such as the losses of the investment opportunity in a target company, any price appreciation in the combined company, and the warrants, which would expire worthless. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. Please contact Benjamin Richie at 202-551-7857 or Jane Park at 202-551-7439 with any questions. Sincerely, Division of Corporation Finance Office of Industrial Applications and Services cc: Adam Brenneman, Esq.
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United States securities and exchange commission logo
September 25, 2023
Jin-Goon Kim
Chief Executive Officer and Chairman
TLGY Acquisition Corporation
4001 Kennett Pike, Suite 302
Wilmington, DE 19807
Re:TLGY Acquisition Corporation
Preliminary Proxy on Schedule 14A
Filed September 13, 2023
File No. 001-41101
Dear Jin-Goon Kim:
We have limited our review of your registration statement to those issues we have
addressed in our comments. In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A
General
1.With a view toward disclosure, please tell us whether your sponsor is, is controlled by, has
any members who are, or has substantial ties with, a non-U.S. person. If so, please revise
your filing to include risk factor disclosure that addresses how this fact could impact your
ability to complete your initial business combination. For instance, discuss the risk to
investors that you may not be able to complete an initial business combination with a
target company should the transaction be subject to review by a U.S. government entity,
such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately
prohibited. Disclose that as a result, the pool of potential targets with which you could
complete an initial business combination may be limited. Further, disclose that the time
necessary for government review of the transaction or a decision to prohibit the
FirstName LastNameJin-Goon Kim
Comapany NameTLGY Acquisition Corporation
September 25, 2023 Page 2
FirstName LastName
Jin-Goon Kim
TLGY Acquisition Corporation
September 25, 2023
Page 2
transaction could prevent you from completing an initial business combination and require
you to liquidate. Disclose the consequences of liquidation to investors, such as the losses
of the investment opportunity in a target company, any price appreciation in the combined
company, and the warrants, which would expire worthless.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
Please contact Benjamin Richie at 202-551-7857 or Jane Park at 202-551-7439 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc: Adam Brenneman, Esq.