Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
“Company”) held an extraordinary general meeting of shareholders (the
“Extraordinary General Meeting”), where the shareholders of the Company approved
by special resolution an amendment (the “Charter Amendment”) to the Amended and
Restated Memorandum and Articles of
to (i) cancel the three-month automatic extension period to which TLGY was
entitled in case it filed a preliminary proxy statement, registration statement
or similar filing for a business combination with one or more businesses, which
we refer to as the “business combination,” during (x) the 15-month period from
the consummation of the Company’s initial public offering that was consummated
period, to consummate a business combination, and (ii) modify the monthly amount
designees must deposit into the Company’s trust account in order to extend the
period of time to consummate a business combination by one month, up to six
times, in the event that the Company does not consummate a business combination
within 15 months from the consummation of the IPO, if requested by the Sponsor
and accepted by the Company, from
to six times to up to nine times.
A copy of the special resolution adopting the Charter Amendment is filed
herewith as Exhibit 3.1 and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Company’s Extraordinary General Meeting, the following proposal was
considered and acted upon by the shareholders of the Company: a proposal to
approve by special resolution the Charter Amendment (the “Charter Amendment
Proposal”). The number of votes cast for or against, as well as the number of
abstentions as to each proposal, are set forth below.
Charter Amendment Proposal Votes For Votes Against Abstentions 20,488,484 907,443 0
Accordingly, the Charter Amendment Proposal was approved.
As there were sufficient votes at the time of the Extraordinary General Meeting
to approve the above proposal by special resolution, the Adjournment Proposal,
which had been previously voted on by proxy, was not presented to shareholders
at the Extraordinary General Meeting.
Item 8.01 Other Events.
In connection with the votes to approve the Charter Amendment Proposal,
15,681,818 ordinary shares of the Company were rendered for redemption. The
ordinary shares will be redeemed at a per-share price, payable in cash, equal to
the aggregate amount then on deposit in the Trust Account, including interest
earned on the Trust Account deposits (which interest shall be net of taxes
payable and up to
the number of then outstanding ordinary share. The per-share redemption amount
has been calculated to be approximately
Our amended and restated memorandum and articles of association provide that we
will have only within 15 months from the closing of our IPO (or up to 24 months
as described in more detail in this report, as applicable) to complete our
initial business combination (the “Termination Date”).
subject to our sponsor or its affiliates or designees depositing
the trust account, on the prior date of the Termination Date.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibit. The following exhibit is filed with this Form 8-K:
Exhibit No. Description 3.1 Copy of the special resolution amending Article 49.7 of the Amended and Restated Memorandum and Articles of Association, adopted by shareholders of the Company on
February 23, 2023. 104 Cover Page Interactive Data File (formatted as Inline XBRL)
© Edgar Online, source