TLGY Acquisition Corp Sample Contracts
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 6th, 2021 • TLGY Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 30, 2021, is made and entered into by and among TLGY Acquisition Corporation, a Cayman Islands exempted company (the “Company”), TLGY Sponsors LLC, a Cayman Island limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
TLGY Acquisition Corporation 20,000,000 Units1 UNDERWRITING AGREEMENTUnderwriting Agreement • December 6th, 2021 • TLGY Acquisition Corp • Blank checks • New York
TLGY Acquisition Corporation, a Cayman Islands exempted company (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for which you are acting as Representative (the “Representative”), an aggregate of 20,000,000 units (the “Units”) of the Company (said Units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”) (the “Offering”). The Company also proposes to grant to the Underwriters an option to purchase up to 3,000,000 additional Units to cover over-allotments (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representative as used herein shall mean you, as Underwriter, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used in this Agr
TLGY ACQUISITION CORPORATIONSecurities Subscription Agreement • October 14th, 2021 • TLGY Acquisition Corp • Blank checks • New York
This agreement (this “Agreement”) is entered into on June 17, 2021, by and between TLGY Sponsors LLC, a Cayman Islands limited liability company (the “Subscriber” or “you”), and TLGY Acquisition Corporation, a Cayman Islands exempted company (the “Company”, “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to subscribe for and purchase 5,750,000 Class B ordinary shares (the “Shares”), $0.0001 par value per share (the “Class B Ordinary Shares” together with all other classes of Company common shares, the “Ordinary Shares”), up to an aggregate of not more than 750,000 of which are subject to forfeiture by you if the underwriter[s] of the initial public offering (“IPO”) of units (“Units”) of the Company, if any, do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company’s and the Subscriber’s agreements regarding such Shares are as follows:
INDEMNITY AGREEMENTIndemnity Agreement • January 3rd, 2025 • Tlgy Acquisition Corp • Plastic materials, synth resins & nonvulcan elastomers • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made January_____, 2025, by and between TLGY Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and ____ (“Indemnitee”).
INDEMNITY AGREEMENTIndemnification Agreement • December 6th, 2021 • TLGY Acquisition Corp • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made November 30, 2021, by and between TLGY Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Steven Norman (“Indemnitee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • October 14th, 2021 • TLGY Acquisition Corp • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [●], 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between TLGY Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and TLGY Sponsors LLC, a Cayman Island limited liability company (the “Purchaser”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 6th, 2021 • TLGY Acquisition Corp • Blank checks • New York
THIS INVESTMENT MANAGEMENT TRUST AGREEMENT is made effective as of November 30, 2021 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), by and between TLGY Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”).
WARRANT AGREEMENT between TLGY ACQUISITION CORPORATION and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • December 6th, 2021 • TLGY Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of November 30, 2021, is by and between TLGY Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Contineental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”).
TLGY Acquisition Corporation Wilmington, Delaware 19807 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • December 6th, 2021 • TLGY Acquisition Corp • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among TLGY Acquisition Corporation, a Cayman Islands exempted company (the “Company”), Mizuho Securities USA LLC, as representative (the “Representative”) of the underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of 23,000,000 of the Company’s units (including up to 3,000,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (“Ordinary Shares”), and one-half of one redeemable warrant and a contingent right to receive at least one-fourth of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adju
SUBSCRIPTION AGREEMENTSubscription Agreement • September 9th, 2025 • Tlgy Acquisition Corp • Plastic materials, synth resins & nonvulcan elastomers
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on [●], 2025, by and among TLGY Acquisition Corp., a Cayman Islands exempted company (“SPAC”), StablecoinX Inc., a Delaware corporation (“Pubco”), StablecoinX Assets Inc., a Delaware corporation (the “Company”) and the undersigned subscriber (“Subscriber”). The SPAC, Pubco, the Company and Subscriber are sometimes collectively referred to herein as the “Parties,” and each of them is sometimes individually referred to herein as a “Party.”
AGREEMENT AND PLAN OF MERGER dated as of June 21, 2023 by and among TLGY Acquisition Corporation VIRGO MERGER SUB CORP. VERDE BIORESINS, INC. and solely for purposes of Sections 3.07, 3.10 and 7.13, and Article XI TLGY SPONSORS LLCMerger Agreement • June 22nd, 2023 • Tlgy Acquisition Corp • Blank checks • Delaware
ETHENA OPCO LTDToken Purchase Agreement • July 21st, 2025 • Tlgy Acquisition Corp • Plastic materials, synth resins & nonvulcan elastomers
B The Purchaser and PIPE Subscribers have entered into the PIPE Subscription Agreements, pursuant to which, among other things, the Purchaser has agreed to purchase the Sale Tokens on behalf of the PIPE Subscribers and to cause such Sale Tokens to be deposited into a custodial account established for the benefit of such PIPE Subscribers (the “Custodial Account”) at Anchorage Digital Bank N.A. to be held for the benefit of the PIPE Subscribers.
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • July 21st, 2025 • Tlgy Acquisition Corp • Plastic materials, synth resins & nonvulcan elastomers
THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of [●], 2025 by and between StableCoinX Inc., a Delaware corporation (the “Company”) and each of the undersigned holders (and any person who hereafter becomes a party to this Agreement pursuant to Section 1, each, a “Holder” and collectively, the “Holders”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Business Combination Agreement (as defined below).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 21st, 2025 • Tlgy Acquisition Corp • Plastic materials, synth resins & nonvulcan elastomers • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2025, is made and entered into by and among each of StableCoinX Inc., a Delaware corporation (the “Company”), certain former shareholders of TLGY Acquisition Corp. (the “SPAC” and such shareholders, the “Legacy SPAC Shareholders”), certain former shareholders (the “Legacy Opco Shareholders”) of StableCoin X Assets Inc. (“Opco”), and Ethena Foundation (“Ethena” and, together with the Legacy SPAC Shareholders and the Legacy Opco Shareholders, the “Significant Holders”), and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement (each, a “Holder” and collectively, the “Holders”). Capitalized terms used but not defined herein shall have the meaning assigned to such terms in the Business Combination Agreement (as defined below).
TLGY Acquisition Corporation JOINDER AGREEMENT to INSIDER LETTER DATED NOVEMBER 30, 2021Joinder Agreement • June 21st, 2024 • Tlgy Acquisition Corp • Plastic materials, synth resins & nonvulcan elastomers
Reference is hereby made to that certain Letter Agreement, dated November 30, 2021 (the “Insider Letter”), by and among TLGY Acquisition Corporation (the “Company”), its officers, directors and certain securityholders, and TLGY Sponsors LLC (the “Sponsor”).
BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • July 21st, 2025 • Tlgy Acquisition Corp • Plastic materials, synth resins & nonvulcan elastomers • Delaware
This Business Combination Agreement (this “Agreement”) is made and entered into as of July 21, 2025 by and among (a) TLGY Acquisition Corp., a Cayman Islands exempted company (“SPAC”), (b) StableCoinX Inc., a Delaware corporation (“Pubco”), (c) StableCoinX SPAC Merger Sub LLC, a Delaware limited liability company, and a wholly-owned subsidiary of Pubco (“SPAC Merger Sub”), (d) StableCoinX Company Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Pubco (“Company Merger Sub”), and (e) StableCoinX Assets Inc., a Delaware corporation, (the “Company”). SPAC, Pubco, SPAC Merger Sub, Company Merger Sub and the Company are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”.
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • December 6th, 2021 • TLGY Acquisition Corp • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of November 30, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between TLGY Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and TLGY Sponsors LLC, a Cayman Island limited liability company (the “Purchaser”).
COLLABORATION AGREEMENTCollaboration Agreement • July 21st, 2025 • Tlgy Acquisition Corp • Plastic materials, synth resins & nonvulcan elastomers • Delaware
This Collaboration Agreement (this “Agreement”) is entered into as of July 21, 2025 (the “Effective Date”), by and between Ethena Foundation, a Cayman Islands foundation company (the “Foundation”), Ethena OpCo Ltd (“Ethena OpCo”), StablecoinX Inc. (“Pubco”) and Stablecoin X Assets, Inc. (“Opco”). The Foundation, Ethena OpCo, Pubco and Opco are sometimes referred to in this Agreement individually as a “Party” and collectively as the “Parties.”
TLGY SPONSORS LLCAdministrative Services Agreement • June 21st, 2024 • Tlgy Acquisition Corp • Plastic materials, synth resins & nonvulcan elastomers
Reference is made to a letter agreement dated November 30, 2021 (“Administrative Services Agreement”) and entered into between ourselves, namely TLGY Acquisition Corporation (the “Company”), and TLGY Sponsors LLC (the “Sponsor”) for the Sponsor to, amongst others, take steps directly or indirectly to make available to the Company certain office space, utilities, secretarial assistance and administrative support services as may be required by the Company from time to time (the “Services”) for a sum of $15,000 per month until the Termination Date (as defined in the Administrative Services Agreement).
TLGY ACQUISITION CORPORATIONOffice Space and Administrative Services Agreement • October 14th, 2021 • TLGY Acquisition Corp • Blank checks
FIRST AMENDMENT TO THE AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • August 11th, 2023 • Tlgy Acquisition Corp • Blank checks
This first amendment (the “Amendment”) to that certain Agreement and Plan of Merger, dated June 21, 2023 (the “Merger Agreement”), entered into by and among TLGY Acquisition Corporation, a Cayman Islands exempted company (“Acquiror”), Virgo Merger Sub Corp., a Delaware corporation (“Merger Sub”), Verde Bioresins, Inc., a Delaware corporation (the “Company”), and, solely for purposes of Sections 3.07, 3.10 and 7.13, and Article XI of the Merger Agreement, TLGY Sponsors LLC, a Cayman Islands limited liability company (the “Sponsor”), is entered into as of August 11, 2023, by and among Acquiror, Merger Sub, and the Company. Acquiror, Merger Sub and the Company are sometimes collectively referred to herein as the “Parties”, and each of them is sometimes individually referred to herein as a “Party”. Any term used in this Amendment without definition has the meaning set forth for such term in the Merger Agreement.
CONTRIBUTION AGREEMENTContribution Agreement • July 21st, 2025 • Tlgy Acquisition Corp • Plastic materials, synth resins & nonvulcan elastomers
This CONTRIBUTION AGREEMENT (this “Contribution Agreement”) is entered into on July 21, 2025, by and among TLGY Acquisition Corp., a Cayman Islands exempted company (“SPAC”), StablecoinX Inc., a Delaware corporation (“Pubco”), StableCoinX Assets Inc., a Delaware corporation (the “Company”) and Ethena Foundation, a Cayman Islands foundation company (“Ethena”).
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • July 21st, 2025 • Tlgy Acquisition Corp • Plastic materials, synth resins & nonvulcan elastomers
This Sponsor Support Agreement (this “Agreement”) is entered into on July 21, 2025, by and among TLGY Acquisition Corporation, a Cayman Islands exempted company (“SPAC”), StableCoinX Inc., a Delaware corporation (“Pubco”), StableCoinX Assets Inc., a Delaware corporation (“Opco”), the holders of Founder Shares (as defined below) (the “SPAC Founder Shareholders”) and the undersigned individuals (the “Insiders” and, together with the SPAC Founder Shareholders, each a “Holder” and collectively, the “Holders”). The SPAC, Pubco, Opco, the SPAC Founder Shareholders and the Insiders are sometimes collectively referred to herein as the “Parties,” and each of them is sometimes individually referred to herein as a “Party.” Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).
TLGY ACQUISITION CORPORATIONOffice Space and Support Services Agreement • December 6th, 2021 • TLGY Acquisition Corp • Blank checks • New York
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of TLGY Acquisition Corporation (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination and (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), TLGY Sponsors LLC (the “Sponsor”) shall take steps directly or indirectly to make available to the Company certain office space, utilities, secretarial assistance and administrative support services as may be required by the Company from time to time (the “Services”), situated at 4001 Kennett Pike, Suite 302, Wilmington, Delaware 19807, and Room 601, 6/F, Yue Xiu Building, 160-174 Lockhart Road, Wanchai, Hong Kong (or any successor location). In exchang
ETHENA OPCO LTD (Seller) and stablecoinx assets Inc. (Purchaser)Token Purchase Agreement • September 9th, 2025 • Tlgy Acquisition Corp • Plastic materials, synth resins & nonvulcan elastomers
B On July 21, 2025, the Purchaser and the Seller entered into a token purchase agreement pursuant to which, among other things, the Seller agreed to sell and the Purchaser, acting as administrative agent for the Initial PIPE Subscribers under the Initial PIPE Subscription Agreements, agreed to purchase, the number of Tokens set forth on Schedule 1 to such token purchase agreement.
SPONSOR SHARE RESTRICTION AGREEMENTSponsor Share Restriction Agreement • June 22nd, 2023 • Tlgy Acquisition Corp • Blank checks
This SPONSOR SHARE RESTRICTION AGREEMENT (this “Agreement”) is dated as of June 21, 2023, by and among (i) TLGY Acquisition Corporation, a Cayman Islands exempted company (“Acquiror”), (ii) TLGY Sponsors LLC, a Cayman Islands limited liability company (the “Sponsor”), (iii) Verde Bioresins, Inc., a Delaware corporation (“Verde”), and (iv) certain other parties to the Insider Agreement (as defined below) set forth on the signature pages hereto. Capitalized terms used but not defined herein shall have the respective meanings given to such terms in the Merger Agreement (as defined below).
JOINDER to REGISTRATION RIGHTS agreementRegistration Rights Agreement • June 21st, 2024 • Tlgy Acquisition Corp • Plastic materials, synth resins & nonvulcan elastomers
Reference is made to that certain Registration Rights Agreement, dated November 30, 2021, by and among TLGY Acquisition Corporation, a Cayman Islands exempted company (the “Company”), TLGY Sponsors LLC, a Cayman Island limited liability company (the “Sponsor”), and certain security holders of the Company (the “Registration Rights Agreement”), a copy of which is attached hereto as Exhibit A. Capitalized terms used and not otherwise defined herein shall have the meanings given to such terms in the Registration Rights Agreement.
TLGY ACQUISITION CORPORATIONIndemnification Agreement • June 21st, 2024 • Tlgy Acquisition Corp • Plastic materials, synth resins & nonvulcan elastomers
This letter will confirm our agreement that, commencing on the date hereof and continuing until the earlier of (i) the completion by TLGY Acquisition Corp. (the “Company”) of an initial business combination or (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), to the fullest extent permitted by applicable law, the Company hereby agrees to defend, indemnify, hold harmless and exonerate (including the advancement of expenses to the fullest extent permitted by applicable law) CPC Sponsor Opportunities I, LP and CPC Sponsor Opportunities I (Parallel), LP (collectively, the “CPC”) and its partners (present and former), managers and affiliates and their respective present and former members, partners, officers, directors and employees (each, a “CPC Indemnitee”) from any and all costs, fees, expenses, judgments, liabilities, fines, penalties, reasonable attorneys’ fees and amounts paid
SELLER SUPPORT AGREEMENTSeller Support Agreement • July 21st, 2025 • Tlgy Acquisition Corp • Plastic materials, synth resins & nonvulcan elastomers
This Seller Support Agreement (this “Agreement”) is entered into on July 21, 2025, by and among TLGY Acquisition Corp., a Cayman Islands exempted company (“SPAC”), StableCoinX Inc., a Delaware corporation (“Pubco”), StableCoinX Assets Inc., a Delaware corporation (“Opco”), and the undersigned holder of shares of Opco stock (the “Holder”). The SPAC, Pubco, Opco, and the Holder are sometimes collectively referred to herein as the “Parties,” and each of them is sometimes individually referred to herein as a “Party.” Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).
AMENDED AND RESTATED SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • September 9th, 2025 • Tlgy Acquisition Corp • Plastic materials, synth resins & nonvulcan elastomers
This Amended and Restated Sponsor Support Agreement (this “Agreement”) is entered into on September 5, 2025, by and among TLGY Acquisition Corporation, a Cayman Islands exempted company (“SPAC”), StablecoinX Inc., a Delaware corporation (“Pubco”), StablecoinX Assets Inc., a Delaware corporation (“Opco”), the holders of Founder Shares (as defined below) (the “SPAC Founder Shareholders”) and the undersigned individuals (the “Insiders” and, together with the SPAC Founder Shareholders, each a “Holder” and collectively, the “Holders”). The SPAC, Pubco, Opco, the SPAC Founder Shareholders and the Insiders are sometimes collectively referred to herein as the “Parties,” and each of them is sometimes individually referred to herein as a “Party.” Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).
ACQUIROR SUPPORT AGREEMENTAcquiror Support Agreement • June 22nd, 2023 • Tlgy Acquisition Corp • Blank checks
This Acquiror Support Agreement (this “Support Agreement”) is dated as of June 21, 2023, by and among TLGY Sponsors LLC, a Cayman Islands limited liability company (the “Sponsor”), TLGY Acquisition Corporation, a Cayman Islands exempted company (which shall domesticate as a Delaware corporation prior to the Effective Time (as defined in the Merger Agreement (as defined below)) (“Acquiror”), and Verde Bioresins, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement.
COMPANY SUPPORT AGREEMENTCompany Support Agreement • June 22nd, 2023 • Tlgy Acquisition Corp • Blank checks
This Company Support Agreement (this “Support Agreement”) is dated as of June 21, 2023, by and among Humanitario Capital LLC, a Puerto Rico limited liability company (the “Stockholder”), TLGY Acquisition Corporation, a Cayman Islands exempted company (which shall domesticate as a Delaware corporation prior to the Effective Time (“Acquiror”), and Verde Bioresins, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
AMENDED AND RESTATED COLLABORATION AGREEMENTCollaboration Agreement • September 9th, 2025 • Tlgy Acquisition Corp • Plastic materials, synth resins & nonvulcan elastomers • Delaware
This Amended and Restated Collaboration Agreement (this “Agreement”) is entered into as of September 5, 2025, by and between Ethena Foundation, a Cayman Islands foundation company (the “Foundation”), Ethena OpCo Ltd (“Ethena OpCo”), StablecoinX Inc. (“Pubco”) and StablecoinX Assets, Inc. (“Opco”). The Foundation, Ethena OpCo, Pubco and Opco are sometimes referred to in this Agreement individually as a “Party” and collectively as the “Parties.”
FORM OF SUBSCRIPTION AGREEMENTSubscription Agreement • July 21st, 2025 • Tlgy Acquisition Corp • Plastic materials, synth resins & nonvulcan elastomers
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on July 21, 2025, by and among TLGY Acquisition Corp., a Cayman Islands exempted company (“SPAC”), StablecoinX Inc., a Delaware corporation (“Pubco”), StableCoinX Assets Inc., a Delaware corporation (the “Company”) and the undersigned subscriber (“Subscriber”). The SPAC, Pubco, the Company and Subscriber are sometimes collectively referred to herein as the “Parties,” and each of them is sometimes individually referred to herein as a “Party.”
AMENDMENT TO PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • December 14th, 2021 • TLGY Acquisition Corp • Blank checks • New York
THIS AMENDMENT TO PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of December 8, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between TLGY Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and TLGY Sponsors LLC, a Cayman Island limited liability company (the “Purchaser”).