M&A - TLGY ACQUISITION CORP

Form Type: 8-K

Filing Date: 2025-04-10

Corporate Action: Acquisition

Type: New

Accession Number: 000110465925033546

Filing Summary: On April 9, 2025, TLGY Acquisition Corp. entered into a non-binding letter of intent with the Ethena Foundation to explore a corporate partnership that envisions TLGY acquiring a validator business for providing proof-of-stake services to Ethena's ecosystem, including the upcoming Converge network. The agreement includes the potential purchase of up to $100 million worth of native ENA tokens at a discount determined mutually at the time of closing the business combination. Funding for the token purchase is to be sourced from TLGY’s trust account and an equity commitment from Ethena. The proposal outlines a five-year partnership contingent on a definitive agreement, with a provision for TLGY's sponsors to forfeit a majority of their founder shares for earnout shares tied to TLGY's long-term performance. There is no guarantee that a definitive agreement will be reached, nor that the proposed transaction will be consummated as anticipated. Investors are cautioned regarding the forward-looking nature of the statements and potential risks involved.

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Form Type: DEFA14A

Filing Date: 2025-04-10

Corporate Action: Acquisition

Type: New

Accession Number: 000110465925033548

Filing Summary: On April 9, 2025, TLGY Acquisition Corp. entered into a non-binding letter of intent (LOI) with the Ethena Foundation to explore a potential corporate partnership aimed at acquiring a validator business for proof-of-stake services to the Ethena crypto ecosystem. The LOI outlines a proposed Business Combination where TLGY could purchase up to $100 million worth of native ENA tokens at a mutually agreed discount at the closing of the Business Combination. The funding for this purchase is expected to come from TLGY's trust account and a PIPE commitment from Ethena. There are also provisions for future discounted token sales participation for TLGY. TLGY's sponsors are willing to forfeit a majority of their founder shares in exchange for long-term performance-based earnout shares, tailored to reduce dilution for public shareholders. However, the LOI is non-binding and the agreement is contingent on satisfactory due diligence, board approvals, and regulatory clearances.

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