Filing pursuant to Rule 425 under the
Securities Act of 1933, as amended
Deemed filed under Rule 14a-12 under the
Securities Exchange Act of 1934, as amended
Filer: TLGY Acquisition Corporation
Subject Company: TLGY Acquisition Corporation
Filer’s Commission File Number: 001-41101
Date: October 12, 2023
On October 12, 2023, TLGY Acquisition Corporation released the following
presentation:
| : TLGY INVESTOR PRESENTATION / OCTOBER 2023
REVOLUTIONIZING
With a Viable Green
Biodegradable Solution
THE GLOBAL
PLASTICS MARKET |
| INVESTOR PRESENTATION / OCTOBER 2023 2
DISCLAIMER
This presentation has been prepared in making an evaluation with respect to a proposed business combination (the “Proposed Transaction”) between TLGY Acquisition Corporation (“TLGY”) and Verde Bioresins, Inc.
(“Verde”).
This presentation does not purpose to contain all information that may be required to evaluate a possible transaction. This presentation is not intended to form the basis of any investment decision by the recipient and
does not constitute investment, tax or legal advice. No representation or warranty, express or implied, is or will be given by TLGY or Verde or any of their respective affiliates, directors, officers, employees or advisers or any
other person as to the accuracy or completeness of the information in this presentation or any other written, oral or other communications transmitted or otherwise made available to any party in the course of its
evaluation of a possible transaction, and no responsibility or liability whatsoever is accepted for the accuracy or sufficiency thereof or for any errors, omissions or misstatements, negligent or otherwise, relating thereto.
Accordingly, none of TLGY or Verde or any of their respective affiliates, directors, officers, employees or advisers or any other person shall be liable for any direct, indirect or consequential loss or damages suffered by any
person as a result of relying on any statement in or omission from this presentation and any such liability is expressly disclaimed.
Forward-Looking Information
This presentation and oral statements accompanying this presentation contain forward-looking statements within the meaning of the federal securities laws with respect to the Proposed Transaction, and any statements
other than statements of historical fact contained in this presentation could be deemed to be forward-looking statements. These forward-looking statements include, among other things, expectations, beliefs, intentions,
plans, prospects, financial results or strategies regarding Verde and the Proposed Transaction and the future held by the respective management teams of TLGY or Verde, the anticipated benefits and the anticipated
timing of the Proposed Transaction, future financial condition and performance of Verde and expected financial impacts of the Proposed Transaction (including future revenue, pro forma enterprise value and cash
balance), the satisfaction of closing conditions to the Proposed Transaction, financings transactions, if any, related to the Proposed Transaction, the level of redemptions of TLGY’s stockholders and the products and
markets and expected future performance and market opportunities of Verde. These forward-looking statements generally are identified by the words “anticipate,’ “believe,” “could,” “expect,” “estimate,” “future,” “intent,”
“may,” “might,” “strategy,” “opportunity,” “plan,” “project,” “possible,” “potential,” “project,” “predict,” “scales,” “representation of,” “valuation,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar
expressions, but the absence of these words does not mean that a statement is not forward-looking.
These forward-looking statements are based on management’s current expectations and actual results and future events may differ materially due to risks and uncertainties, including but not limited to, those set forth
under the caption “Risk Factors” contained elsewhere in this presentation. Recipients should carefully consider such other risks and uncertainties to be described in the “Risk Factors” section of the registration statement
on Form S-4 (the “Form S-4”) filed by TLGY in connection with the Proposed Transaction and other documents filed or to be filed by TLGY from time to time with the Securities and Exchange Commission (“SEC”). These
filings identify and address other important risks and uncertainties which could cause actual events and results to differ materially from those contained in the forward-looking statements. Recipients are cautioned not to
put undue reliance on forward-looking statements, which speak only as of the date this presentation is given. Each of Verde and TLGY disclaim any obligation to update information contained in these forward-looking
statements, whether as a result of new information, future events, or otherwise, except as required by law. Neither Verde nor TLGY gives any assurance that either Verde or TLGY, or the combined company, will achieve its
expectations. By attending or receiving this presentation, you acknowledge that you will be solely responsible for your own assessment of the market and our market position and that you will conduct your own analysis
and be solely responsible for forming your own view of the potential future performance of the business.
Any financial projections or similar forward-looking information presented in this presentation represent current estimates by Verde’s management of future performance based on various assumptions, which may or may
not prove to be correct. Verde’s independent registered public accounting firm has not audited, reviewed, compiled or performed any procedures with respect to any projections or similar forward- looking information
and accordingly they did not express an opinion or provide any other form of assurance with respect thereto. Any projections or similar forward-looking information should not be relied upon as being necessarily indicative
of future results. The assumptions and estimates underlying any projections or similar forward-looking information are inherently uncertain and are subject to a wide variety of significant business, economic and
competitive risks that could cause actual results to differ materially from those contained in such projections or similar forward-looking information. Accordingly, there can be no assurance that any projections or similar
forward-looking information will be realized. Further, industry experts may disagree with these assumptions and with management’s view of the market and the prospects for Verde.
While the information contained in this presentation is believed to be accurate, no representation or warranty is given or made, express or implied, as to the achievement, reasonableness, completeness, accuracy of, and no
reliance should be placed on, any projections, estimates, forecasts, analyses or forward-looking statements contained in this presentation which involve by their nature a number of risks, uncertainties or assumptions that
could cause actual results or events to differ materially from those expressed or implied in this presentation. Only those particular representations and warranties made in the definitive agreement and subject to such
limitations and restrictions as may be specified in such agreement, shall have any legal effect. By its acceptance hereof, each recipient agrees that neither TLGY or Verde shall be liable for any direct, indirect, consequential
or any other loss or damages suffered by any person as a result of relying on any statement in or omission from this presentation, along with other information furnished in connection therewith, and any such liability is
expressly disclaimed. |
| INVESTOR PRESENTATION / OCTOBER 2023 3
DISCLAIMER
Certain Assumptions
Unless otherwise expressly stated herein, all information relating to the Proposed Transaction: (i) assumes no redemptions by TLGY stockholders in connection with the Proposed Transaction; (ii) does not give effect to any
PIPE or other financing that may be raised in connection with or in anticipation of the Proposed Transaction; (iii) does not assume the future exercise of or otherwise give effect to TLGY’s outstanding warrants held by
public investors or TLGY’s sponsor or Verde’s management or any additional warrants that may be issued in connection with the Proposed Transaction; (iv) assumes that no additional shares of common stock will be issued
in the future as earnout merger consideration in connection with the Proposed Transaction; and (v) does not give effect to future equity awards contemplated to be issued in connection with or following completion of the
Proposed Transaction.
Industry and Market Data
The information contained herein also includes information provided by third parties, such as market research firms. None of TLGY, Verde or their respective affiliates and any third parties that provide information to TLGY
or Verde, such as market research firms, guarantees the accuracy, completeness, timeliness or availability of any information. None of TLGY, Verde or their respective affiliates and any third parties that provide information
to TLGY or Verde, such as market research firms, are responsible for any errors or omissions (negligent or otherwise), regardless of the cause, or the results obtained from the use of such context. None of TLGY, Verde or
their respective affiliates gives any express or implied warranties, including, but not limited to, any warranties of merchantability or fitness for a particular purpose or use, and they expressly disclaim any responsibility or
liability for direct, indirect, incidental, exemplary, compensatory, punitive, special or consequential damages, costs, expenses, legal fees or losses (including lost income or profits and opportunity costs) in connection with
the use of the information herein.
All Biodegradable and Compostable Claims are based on preliminary third-party ASTM D5511 and D5338 test results which are available upon request. In California you cannot claim biodegradability of products. In California
you may only claim a product is compostable in an industrial composting environment upon passing ASTM D6400 testing, which testing is currently ongoing by Verde. Resin test results will vary based on application and
related ingredients. Products should be tested individually and biodegradability and compostability will vary based on formula and application related thickness and density of product among other factors. For more
information, please see California and US FTC Green Guides.
Trademarks and Intellectual Property
All trademarks, service marks, and trade names of Verde, TLGY or their respective affiliates used herein are trademarks, service marks, or registered trade names of Verde, TLGY, respectively, as noted herein. Any other
product, company names, or logos mentioned herein are the trademarks and/or intellectual property of their respective owners, and their use is not alone intended to, and does not alone imply, a relationship with Verde,
TLGY, or an endorsement or sponsorship by or of Verde or TLGY. Solely for convenience, the trademarks, service marks and trade names referred to in this presentation may appear without the ®, TM or SM symbols, but
such references are not intended to indicate, in any way, that Verde, TLGY or the applicable rights owner will not assert, to the fullest extent under applicable law, their rights or the right of the applicable licensor to these
trademarks, service marks and trade names.
This presentation contains references to trademarks and service marks belonging to other entities. Solely for convenience, trademarks and trade names referred to in this presentation may appear without the ® or ™
symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names. We do not intend
our use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies.
Non-GAAP Financial Information
Certain financial information and data contained in this presentation are unaudited and do not conform to Regulation S-X. Accordingly, such information may not be included in, may be adjusted in, or may be presented
differently in, any proxy statement/prospectus or registration statement or other report or documents to be filed or furnished by TLGY with the SEC. Some of the financial information and data contained in this
presentation, including EBIDTA, has not been prepared in accordance with United States generally accepted accounting principles (“GAAP”). TLGY and Verde believe this non-GAAP financial information to be a helpful
measure to assess Verde’s operational performance and for financial and operational decision-making. You should review Verde’s audited financial statements prepared in accordance with GAAP, which are included in the
Form S-4. |
| INVESTOR PRESENTATION / OCTOBER 2023 4
DISCLAIMER
Additional Information and Where to Find it
In connection with the Proposed Transaction, TLGY filed a registration statement on Form S-4 with the SEC, which includes a preliminary prospectus with respect to its securities to be issued in connection with the
Proposed Transaction and a preliminary proxy statement with respect to a stockholder meeting at which TLGY’s stockholders will be asked to vote on the Proposed Transaction. TLGY and Verde urge investors,
stockholders, and other interested persons to read the Form S-4, including the proxy statement/prospectus, any amendments thereto, and any other documents filed with the SEC, before making any voting or investment
decision because these documents will contain important information about the Proposed Transaction. After the Form S-4 is declared effective, TLGY will mail the definitive proxy statement/prospectus to stockholders of
TLGY as of a record date to be established for voting on the Proposed Transaction. TLGY’s stockholders will also be able to obtain a copy of such documents, without charge, by directing a request to: TLGY Acquisition
Corporation, mail@tlgyacquisition.com. These documents, once available, can also be obtained, without charge, at the SEC’s website www.sec.gov.
Participants in the Solicitation
TLGY and its directors and officers may be deemed participants in the solicitation of proxies of TLGY’s shareholders in connection with the Proposed Transaction. Security holders may obtain more detailed information
regarding the names, affiliations, and interests of certain of TLGY’s executive officers and directors in the solicitation by reading TLGY’s final prospectus filed with the SEC on December 3, 2021, and the proxy
statement/prospectus and other relevant materials filed with the SEC in connection with the Proposed Transaction when they become available. Information concerning the interests of TLGY’s participants in the
solicitation, which may, in some cases, be different from those of their shareholders generally, will be set forth in the proxy statement/prospectus relating to the Proposed Transaction when it becomes available. These
documents can be obtained free of charge from the source indicated above. Verde and its directors and executive officers may also be deemed to be participants in the solicitation of proxies from the shareholders of TLGY
in connection with the Proposed Transaction. A list of the names of such directors and executive officers and information regarding their interests in the Proposed Transaction will be included in the proxy
statement/prospectus for the Proposed Transaction.
No Offer or Solicitation
Neither the dissemination of this presentation nor any part of its contents is to be taken as any form of commitment on the part of TLGY or Verde or any of their respective affiliates to enter any contract or otherwise create
any legally binding obligation or commitment. This presentation does not constitute or form part of any offer or invitation to sell, or any solicitation of any offer to purchase any interests in TLGY or Verde, nor shall it or any
part of it or the fact of its distribution form the basis of, or be relied on in connection with, any contract or commitment or investment decisions relating thereto, nor does it constitute a recommendation regarding the
interests in TLGY or Verde. No securities commission or regulatory authority in the United States or in any other country has in any way opined upon the accuracy or adequacy of this presentation or the materials contained
herein. This presentation is not, and under no circumstances is to be construed as, a prospectus, a public offering or an offering memorandum as defined under applicable securities laws and shall not form the basis of any
contract. |
| INVESTOR PRESENTATION / OCTOBER 2023 5
PLASTIC POLLUTION IS
A GLOBAL PROBLEM
175 countries4
endorsed to
“end plastic pollution”
4.9B Tons
Of plastic disposed of
in landfills or the
environment1
25M Tons
Of plastic textiles
landfilled or
incinerated annually2
1. Zero Waste Europe: The El Dorado of Chemical Recycling, 2019 | 2. Ellen MacArthur Foundation, A new textiles economy: Redesigning fashion’s future, 2017 | 3. W E Forum, Plastics
Europe, 2021 | 4. UN: 175 countries endorsed to end plastic pollution, 2022 | 5. OECD: Plastic pollution is growing relentlessly as waste management and recycling fall short, 2022
400M Tons
Of plastic is
littered around earth’s
crust and oceans3
Where do
plastics go?
9%
Is recycled5
19%
Is incinerated5
50%
Ends up in landfills5 22%
Is in uncontrolled
dumpsites, open pits burns
or terrestrial and aquatic
environments5 |
| INVESTOR PRESENTATION / OCTOBER 2023 6
MASSIVE UNTAPPED MARKET
DEMAND FOR BIOPLASTICS
But bioplastics are only ~1.7% of the global plastics market3
because of the significant limitations in functionality, cost, and
performance of current solutions.
Sources:
1. UN: 175 countries endorsed to end plastic pollution, 2022, | 2. Grandview Research, Statista, Plastics Europe; about half of the $600B industry is addressable with PolyEarthyleneTM, | 3. Plastics Europe
$600B
Total Global Plastics Market2
$300B
Verde's Total
Addressable Market
<2%
Bioplastics Market3
Growing coalition of countries, cities, institutions and businesses
are pledging to eliminate plastic pollution entirely.1
Governments, shareholders and customers are increasingly
demanding that Fortune 500 companies pursue eco-friendly
alternatives.
Multinational companies are under pressure
and pursuing renewable, biodegradable or
recyclable packaging to meet ESG
objectives. Many are targeting 100% green
packaging solutions by as early as 2025. |
| INVESTOR PRESENTATION / OCTOBER 2023 7
VERDE BIORESINS
AT A GLANCE
2020
FOUNDED
• A full-service bioplastics company specializing
in the development and manufacturing of
innovative biopolymer resins using its
proprietary plant-based PolyEarthylene™
bioresin (“PEL”)
• State-of-the-art research and development
laboratories and manufacturing facility
capable of producing up to 50 million
pounds of PolyEarthylene™ per year in the
second half of 2024
INVESTOR PRESENTATION / OCTOBER 2021 7
R&D AND MANUFACTURING
IN FULLERTON, CALIFORNIA |
| INVESTOR PRESENTATION / OCTOBER 2023 8
TRANSACTION OVERVIEW
• Verde Bioresins Inc., a pioneer in proprietary biopolymer resins.
• TLGY Acquisition Corp, a SPAC with deep roots in private equity and transformational operations.
• To raise capital for commercial and capacity expansion globally.
Overview
• Pre-money EV of $365 million based on financial outlook and public valuation comps, which
could support a potential valuation range between $300M and $700M.
Valuation1
• $63 million pro forma cash: $78 million TLGY cash in trust less up to $15 million in estimated
transaction expenses, assuming no further redemptions and no PIPE.
• Minimum cash condition: $15 million (termination right with certain cost reimbursement
obligations).
• Non-detachable warrants: 5,750,000 public warrants granted to non-redeeming shareholders.
• Non-detachable warrant exchange right2: the right to exchange them for common at 5:1 ratio
• Interest alignment between public shareholders, Verde, and the Sponsor: significant Sponsor
and Verde economics tied to stock performance of 35% IRR over a 5-year horizon and/or capital
raising.
Other Key Terms
1. Valuation based on referenced industry peer comps for FY24 and FY25 Revenue and EBITDA multiples, which support potential valuation range of $300M to $700M using several multiples (see appendix 1). Peers include NYSE: DNMR, NASDAQ: PCT, and NASDAQ: ORGN | 2. We intend to offer to
shareholders who do not redeem their shares in connection with the closing of an initial business combination the option to receive distributable redeemable warrants, as described in our IPO prospectus, or one share of common stock in lieu of every five of such distributable redeemable warrants. | 3.
Assumes no redemptions by TLGY public shareholders. (3.1) Public Shareholder Ownership includes 7,318,182 Common Shares, it excludes 11,500,000 detachable public warrants and 5,750,000 non-detachable public warrants. The non-detachable public warrants holders are expected to have the right to
convert 5,750,000 at 5:1 warrant units to common share ratio at closing. (3.2) Sponsor ownership excludes 2,750,000 additional common shares to be granted within 4 years from Closing based on achieving the target cash requirement. (3.3) If the combined Company’s stock price achieves an IRR of 35%
over a 5-year horizon, Verde receives up to an additional 36,500,000 shares and the Sponsor an additional 3,000,000 shares.
Verde Share Price $10
Shares Outstanding (M)3 50
Pro Forma Equity Value $496M
Existing Net Debt -
(-) Net Cash to Balance Sheet (63)
Pro Forma Enterprise Value $433M
Estimated Sources & Uses
Sources ($M)
Cash Held in Trust 78
Verde Shareholder Equity Rollover 365
Total Sources of Funds $443M
Uses ($M)
Equity Issued to Verde 365
Estimated Transaction Fees 15
Remaining Cash (Balance Sheet) 63
Total Uses of Funds $443M
Illustrative Pro Forma Valuation (post-money) |
| INVESTOR PRESENTATION / OCTOBER 2023 9
INVESTMENT HIGHLIGHTS
First mover advantage with breakthrough technology –
Verde has developed PolyEarthylene™, a proprietary
bioresin that Verde believes to have the potential to achieve
a full set of environmental1 and industry requirements
capable of significant market adoption.
Large addressable market with unmet needs – the
estimated $600 billion global plastics market is under
regulatory pressure to develop more eco-friendly
solutions, while market penetration of bioplastics is
estimated to be still below 2%.
Strong customer interest – Verde’s solution has the
potential to address approximately 50%1 of the plastics
sector with a wide range of applications (i.e., potential
total addressable market of up to $300 billion), supported
by a distribution partnership with Vinmar and a potential
sales pipeline of over $250 million.
Potential to secure feedstock supplies – strategic
supplier relationship with Braskem is expected to secure
sufficient feedstock to enable Verde to achieve its
expansion plan for most of Year 1 and Year 2.2
Strong unit economics and ROIC – strong margin
business with low operating costs and capital expenditures
expected to deliver operational breakeven, potentially as
early as the beginning of Year 2.2 The unique warrant
structure of TLGY is expected to provide a potential
counterweight to redemption pressure, while having the
potential to generate high returns for existing
shareholders.
Verde's skilled management team and TLGY’s value-add – Verde’s experienced management team, assisted
by TLGY’s deep roots in private equity and operations, is
expected to drive scalable production. TLGY's value-add
includes in-depth due diligence and
attractive transaction terms such as valuation.
01
02
03
04
05
06
Note:
1. Grand View Research, Expert Interviews, Verde, TLGY analysis
2. Year 1 represents the 12 month period from T minus six months (T-6) to T plus six months (T+6), where T is the closing date. For example, if the Proposed Transaction were to close on December 31, 2023 then Year 1 would be between July 1, 2023 to June 30, 2024. |
| INVESTOR PRESENTATION / OCTOBER 2023 10
End-of-Life
Solution Low Cost Scalable Drop-In
Ready
Broad
Applications
PolyEarthylene™
Incumbent
Bioplastics*
POLYEARTHYLENE™ IS SETTING A NEW STANDARD1
*Multinational Companies | 1. Verde / Expert Interviews, TLGY analysis, Environmental: sustainability and “end-of-life” performance; Cost: sufficiently cost competitive to replace traditional
polymers; Manufacturing / Processing: “drop-in” with minimum adjustment to the existing manufacturing set up and processes; Applications: desirable physical properties for various
applications of traditional polymers. | 2. Protected by trade secrets rather than by patents, which is common practice in the conventional polymer industry.
MARKET-READY
BREAKTHROUGH TECHNOLOGY
Verde’s PolyEarthyleneTM is a proprietary1
bioresin, recognized by market leaders (e.g.
Vinmar) as potentially one of the first viable
replacements for conventional plastics.
Demonstrates superior qualities against
bioplastics alternatives enabling Verde to
set a new standard for environmental
solutions that existing peers are yet to
address adequately.
PolyEarthyleneTM
✓ Proprietary2 innovative product
✓ Bio-based
✓ Curbside recyclable
✓ Landfill biodegradable See Footnote 1 below |
| INVESTOR PRESENTATION / OCTOBER 2023 11
Source: Verde / Expert Interviews, TLGY analysis
1. Environmental: sustainability and “end-of-life” performance; Cost: sufficiently cost competitive to replace traditional polymers; Manufacturing / Processing: “drop-in” with minimum adjustment to the existing
manufacturing set up and processes; Applications: desirable physical properties for various applications of traditional polymers and wide range of applications. Comparison matrix based on management’s updated view.
Believed to be one of the first feasible full-service bioresin market solutions that has the
potential to meet the environmental, application, manufacturing, and cost requirements
of the industry.
POLYEARTHYLENE™’S OUTPERFORMANCE AGAINST OTHER MAINSTREAM BIORESINS
ACROSS CRITICAL INDUSTRY REQUIREMENTS:
POLYEARTHYLENE™ IS SOLVING ALL OF
THE INDUSTRY’S CRITICAL REQUIREMENTS
PolyEarthylene™ can be
readily dropped into existing
manufacturing equipment
and processes:
• Highly scalable
• Rapidly deployable
• Economically feasible
• Many viable applications
Setting a new standard
for environmental
solutions that existing
peers are yet to
address.
Key Industry
Requirements1 PolyEarthyleneTM PLA PHA Green PE
1. Environmental
2. Cost
3. Manufacturing /
Process
4. Applications
: Best-in-Class / Superior : Limited / Lacking : Inferior / Requirement Not Met |
| INVESTOR PRESENTATION / OCTOBER 2023 12
LANDFILL BIODEGRADATION
PEL’S STAGES OF USE TO END-OF-LIFE
01
Standard Use
• PolyEarthyleneTM
manufactured and sold to
customer.
• Resin retains standard
polyolefin properties, no
change in performance
following conversion into
product and regular use.
• PEL is shelf-stable and will
not degrade during normal
use or on the shelf.
02
Disposal
• User disposes product.
• If product is not recycled,
then natural microbial
attachment at surface
begins in landfill, industrial
composting facility or by
the side of the road.
• Bacteria create hydrophilic
surface using protein
attachment.
03
Bacteria Formation
• Bacteria coat and colonize
surface in continuous film.
• Bacteria implement
peroxidase and other
enzymes to break polyolefin
bonds at surface.
04
Bacteria Proliferation
• Through chain scission and
oxidation polyolefin chains
are shortened.
• Material softens and
becomes waxy but does not
disintegrate.
• Molecular weight is reduced.
05
End of Life
• Plastic hydrocarbons are
transformed to CO2, water,
methane and biomass.
• Inorganic component
becomes part of the soil.
• No microplastics generated
during process due to a
complete breakdown of
PEL. |
| INVESTOR PRESENTATION / OCTOBER 2023 13
SUSTAINABILITY AND VIABILITY
WITH POLYEARTHYLENE™
Proprietary trade secret technology converts renewable plant-based materials into bioresins known as PolyEarthylene™
bioresins, a better alternative to conventional plastics and an
innovative, green solution for the circular economy.
• Bio-materials: PEL blends use sugarcane and other
plant-based materials (including green PE) as the
main feedstock, and expects to convert to cellulosic
feedstocks in the future
• Green end-of-life: PEL integrates the action of
naturally occurring microorganisms such as fungi
and bacteria to break down completely, providing a
true end-of-life solution
Sustainable from Start to Finish
*Sustainable end-of-life depending on customer requirements and applications:
Recyclable under codes 2, 4, and 5; ASTM D5511 Landfill Biodegradable; ASTM D5338 Industrial Compostable
Note 1: $1.8 per pound and expect to reach $1.5 per pound with scale, compared to $1.8 - $3.5 or possibly higher for most other incumbent bioplastics
Viable Because Superior AND Price Competitive1
PLANT-BASED
MATERIALS
BIORESINS
EVERYDAY
PLASTICS
DECOMPOSITION
START
END-OF-LIFE
PRODUCT THERMAL
STABILITY
CURBSIDE
RECYCLABLE
SHELF
LIFE
CUSTOM
GRADES PRICE LANDFILL
BIODEGRADABLE
PolyEarthyleneTM
PLA
PHA
PBAT
PVOH |
| INVESTOR PRESENTATION / OCTOBER 2023 14
POLYEARTHYLENETM IS PROVEN & DROP-IN
READY FOR MASS MARKET ADOPTION
Drop-In Ready
Accelerating market adoption
through seamless manufacturing
integration
R&D
Mass Market
Adoption
Environmental
Testing
Infrastructure
Process/Application
Validation
Customer
Acquisition Early
Adopters
Marketing &
Translation
TIME
GROWTH
Verde is poised for significant adoption and rapid deployment,
because PEL is believed to address all critical industry
requirements and “drops-in” with existing plastics supply chain
infrastructure.
1
Demonstrated Track Record of Progress
FY20
• Began R&D on PolyEarthylene™,
compounding formulations at OEM
facilities and pilot industrial
applications
• Received FDA-Title 21 for food contact
compliance opinion
FY21
• PolyEarthylene™ manufacturing
facility in Fullerton, CA
• ASTM D5338 industrial compostability
testing underway
1H22
• Completed construction of
Fullerton facility
• Began strategic supply discussions
with Braskem
2H22
• Commenced production at Fullerton
facility
• Commenced build out capacity at
Fullerton facility, 1st phase PEL
capacity of 50M lb p.a. by 2024
1. Environmental: sustainability and “end-of-life” performance; Cost: sufficiently cost competitive to replace traditional polymers; Manufacturing / Processing: “drop-in”
with minimum adjustment to the existing manufacturing set up and processes; Applications: desirable physical properties for various applications of traditional polymers. |
| INVESTOR PRESENTATION / OCTOBER 2023 INVESTOR PRESENTATION / OCTOBER 2021 15
HIGH VOLUME PRODUCTION
& SUPPLY CHAIN STRATEGY
Verde’s manufacturing facility expected to secure the
capacity to deliver $75M of PolyEarthylene™ to satisfy
first 2 years of potential demand.
Braskem is expected to secure ample feedstock supply to
achieve near term projections and long-term, high-volume
capacity at economies of scale.
Braskem is a strategic supplier to Verde, a Brazilian
petrochemical company ranked number 6 globally in resin
production,1 and the world’s leading green polyolefins
producer.
Verde is in discussions with other supplier-partners to
develop localized supply chains across Asia-Pacific and
Europe.
Feedstock & High-Volume Production Capacity
Capacity Strategy Poised for Exponential Growth
2024 2026
Expect to build large
volume facility in
Midwest U.S. to
further increase
production
capabilities
2nd phase PEL
capacity expansion -
continue build out
capacity at
Fullerton facility
3rd phase PEL
capacity expansion -
continue build out
capacity at
Fullerton facility
PolyEarthylene™ Est. Production Capacity Requirement
6M LB
YEAR 1
35-47M LB
YEAR 2
1. Braskem FY21 Annual Report / Verde
2025 |
| INVESTOR PRESENTATION / OCTOBER 2023 16
Formulations capable of meeting high industrial
performance requirements for durable goods and other
advanced applications such as rigid packaging
Demonstrated shelf-life stability
Customizable to achieve a specific set of physical
and mechanical performance goals for single-use
applications to durable goods
Capable of injection moulding, extrusion coating,
extruded and blown film, blow molding, thermoform
and other applications
Available in electrostatic dissipative grades and
antistatic grades
Has the ability to handle high processing
temperature consistent with petro-polymers
HIGH PERFORMANCE POLYEARTHYLENE™ FOR
A WIDE RANGE OF TRADITIONAL PLASTICS
APPLICATIONS
PolyEarthylene™ bioresins outperform most bio-based materials in many common applications and is a high-performance alternative to a wide variety of petroleum-based plastics. |
| INVESTOR PRESENTATION / OCTOBER 2023 17
Year 1 Year 2
ADJUSTED
SALES 11.5 60.0 -
80.02
GROSS
PROFIT 5.1 28.8-38.4
EBITDA -3.3 9.0-15.8
FINANCIAL FORECAST1
($ in mm)
NEAR-TERM CUSTOMER BACKLOG
POTENTIAL OF OVER $250 MILLION
Verde is in various stages of product development and testing with
potential customers, including Fortune 500 brands, plastics manufacturers,
and plastics packaging players. Some have started transition to production.
• Single use, secondary
packaging
• Food container
applications
Rigid Disposable
Packaging
• Reusable storage
containers
• Household
products
• Golf tees
Durable Goods Flexible Packaging
• Candy bags
• Reusable retail
bags
• Shipping
envelopes
1. Note: The financial forecast is dependent on the closing date of the Proposed transaction (“T”) due to capital requirement. Therefore, in above Year 1 represents the 12 month period from T minus six months (T-6) to T
plus six months (T+6), where T is the closing date of the Proposed Transaction. Yr 2 from T plus six months (T+6) to T plus eighteen months (T+18) For example, if the Proposed Transaction were to close on December 31,
2023 then Year 1 would be between July 1, 2023 to June 30, 2024.
2. Subject to raising expansion capital of at least $15M by the beginning of Yr 1 H2 (i.e., at the closing of the Proposed Transaction) |
| INVESTOR PRESENTATION / OCTOBER 2023 18
FINANCIAL FORECAST (VERDE’S STANDALONE P&L)
Financial Forecast ($ M)
(“Yr” pegged to the time of transaction closing)* Analysis and Highlights
Yr 1 H1 H2 Yr 2
Revenue 11.5 1.1 10.4 60.0 – 80.0
• Subject to raising
expansion capital of
at least $15M by the
beginning of Yr 1
H2 (i.e., at the
closing of the
Proposed
Transaction)
• Analysis of the sales pipeline with estimated volumes and timelines.
• Current pipeline of prospective customer sales of over $250 million (~$150M after TLGY
adjustment) with potential customers, including Fortune 500 corporations,
multinational plastic players and packaging companies, at various stages of product
development.
• Since March 2023, initial purchase orders and written commitments from >10 large
customers, including a leading sports league.
• Commercial and technical due diligence: 1) on-site product testing, validation of near-term commercialization potential, verification of product performance, pricing, and
customer interest; 2) potential customer interviews to assess their interests and
projects status.
• Partnership with Vinmar America, a leading global distributor of plastics, already
generated few dozen leads / initial orders with potential customers.
Gross Profit 5.1 0.5 4.6 28.8 - 38.4 • Price analysis on commodity plastics and alternatives to verify PEL pricing.
• A cost analysis of key material costs including Green PE and additives.
• Analysis of labor cost assumptions (~10% of total product cost). Gross Margin (%) 44.4% 44.4% 44.4% 48.0%
EBITDA -3.3 -2.6 -0.7 9.0 - 15.8 • Profit driven by strong margins and low costs of operation and cap ex.
• Profitability expected to increase as business scales. EBITDA Margin (%) NM NM NM 15% - 20%
Note: The financial forecast is dependent on the closing date of the Proposed transaction (“T”) due to capital requirement. Therefore, in above Year 1 represents the 12 month period from T minus six months (T-6) to T plus six months (T+6), where T is the closing date of the Proposed Transaction. Yr 2 from
T plus six months (T+6) to T plus eighteen months (T+18) For example, if the Proposed Transaction were to close on December 31, 2023 then Year 1 would be between July 1, 2023 to June 30, 2024.
Basis for the Financial Forecast for the First Two Years: |
| INVESTOR PRESENTATION / OCTOBER 2023 19
STRATEGIC PARTNERSHIPS
VALIDATE EXPANSION PATHWAY
+
Strategic partnership with Vinmar Polymers America, a
division of Vinmar International, a leading global distributor of
plastics, expected to expand reach of the PolyEarthyleneTM
product line to a diverse range of potential customers from
various industries:
• Can accelerate the market penetration of PolyEarthylene™
through its established distribution network
• Able to support the development and service of PolyEarthylene™,
providing end-users with a reliable alternative to existing plastic
products
• Global reach in North America, South America, Europe, and Asia
• Generated leads and initial orders with dozens of potential
customers through partnership |
| INVESTOR PRESENTATION / OCTOBER 2023 20
LEADERSHIP TEAM WITH STRONG INDUSTRY
EXPERIENCE AND DEEP TECHNICAL CAPABILITY
Terry Retin
Senior Director, Sales
• 15+ years leading
global partnerships
strategy
• Shapes customer
engagement,
retention strategies
• Market and
business
intelligence lead
Joseph Paolucci
CEO
• 40 years of
Petrochemical
Business
Development
leadership
• Commodity & resin
engineering
expertise
• JV Management:
Phillips Petroleum,
Ineos, Groupo Idessa
Yvonne Soulliere
Director of
Engineering
• Oversees R&D and
project engineering
• Expertise in full-cycle
product engineering
• Led model
engineering, tooling
development and
quality control for
mass manufacturing
Brian Gordon
Chairman/President/
COO
• 20+ years C-level
experience:
multinational, VC/PE
• IBM, Merck & Co.
roots
• Extensive M&A, JV,
licensing, leasing,
capital raising
transactions
Gary Metzger
Chief Sustainability
Officer
• 40+ years in polymer
industry
• Executive roles at
Amco International,
Inc. (Ravago) &
President/CEO of
Amco Plastics
Materials, Inc.
• Led recycled and bio-based polymer
application R&D
Jin-Goon Kim
Founder, Chairman &
CEO of TLGY
Chairman of the
Merged Company
• 20+ years in private
equity, CEO
• Former Partner at
TPG Capital
• $40B value creation.
#1 auto platform,
China sportswear.
Awarded TPG CEO,
Man of the Year
Christopher Rankin,
Ph.D.
Head of R&D
• 15+ years of experience
in materials science,
engineering, and
polymers
• Specialized in
photochemistry of
ferroelectric polymer
and polyvinylidene
fluoride
• Holds several patents
related to water-repellant and abrasion-resistant coatings |
| INVESTOR PRESENTATION / OCTOBER 2023 21
TLGY OVERVIEW
AND VALUE-ADD
TLGY Differentiation
Led by Jin-Goon Kim, a serial transformational CEO of market
leading companies and a former Partner at TPG Capital with
over $40 billion in value-creation track record.
• Address root causes of SPAC challenges – inflated valuation
and/or low quality of targets that increase redemption.
- Private equity approach in due diligence and value
creation
- Disruptive business with high growth potential as a
successful investment
- Lower valuation with earnouts at high IRR hurdles
- Innovative SPAC structure to encourage roll-over
investments and mitigate redemptions.
• A team of executives, advisors, and investors with proven track
record of building and running market leaders expected to
assist the company’s growth as public market leader post-DeSPAC.
On-site testing of PEL in a third-party factory.
Product Testing and Market Validation
TLGY advisor conducted:
✓ On-site testing and development in advanced applications
(blown film and extrusion coating)
✓ Validation of value proposition with Asia distributors and
prospective customers
✓ Validation of value proposition with key participants at an
industry conference
Confirmation of PolyEarthyleneTM's superior value proposition across
the four key criteria:
1) Environmental
2) Cost
3) Manufacturing / Processing
4)Applications |
| INVESTOR PRESENTATION / OCTOBER 2023 22
UNIQUE SPAC STRUCTURE
• $10/share transaction closing
price potentially represents a
fair value based on peer comps
• Structural innovation with fixed
pool of warrants and exchange
for common mechanism
creates upside potential and
downside protection
• Potentially sufficient incentive
to buy shares in the open
market before the DeSPAC
completes
• Naturally embedded multiplier
quickly escalates upside and
downside protection if
redemption rises
DOWNSIDE PROTECTION IF PRICE DECLINES
CAPTURE UPSIDE IF PRICE RISES
POST-DESPAC (Illustrative price scenarios with 90% redemption)
$26
$39
$51
$64
$77
$10
$30
$50
$70
$90
$10 $15 $20 $25 $30
Potential Unredeemed Share Value
Illustrative Common Share Price Scenarios
$6.1
$4.2
$2.6
$0.0
$5.0
$10.0
Cost Basis per Share
1.8
2.6
4.1
0.0
5.0
Total Shares per Common
Implied Redemption 80% 90% 95%
INCENTIVES TO INVEST AND/OR NOT REDEEM
PRE-DESPAC (illustrative redemption scenarios)
Cost per share declines as redemption rate increases
Value of one unredeemed share expected to increase faster than one common
share price (potentially 2.6 x faster)
Downside protection if common share price drops below the cost basis (assumed $10.90)
due to higher expected value of one unredeemed share
Receive more shares as redemption rate increases
If redemption 90%
These are for illustrative purposes only and may not be reflective of actual performance. For more information, view Appendix slides 2 and 3
$26
$21
$15
$10
$5
Cost basis
$0
$5
$10
$15
$20
$25
$30
$10 $8 $6 $4 $2
Potential Unredeemed Share Value
Illustrative Common Share Price Scenarios |
| : TLGY INVESTOR PRESENTATION / OCTOBER 2023
APPENDIX |
| INVESTOR PRESENTATION / OCTOBER 2023 24
APPENDIX 1: CONSIDERATIONS FOR
INDICATIVE VALUATION RANGES FOR VERDE
LTM 2024E 2025E 2024E 2025E
# Company Name Enterprise
Value (EV)1 Revenue EBITDA Revenue EBITDA EBITDA
(%) Revenue EBITDA EBITDA
(%) EV/Revenue EV/EBITDA EV/Revenue EV/EBITDA
1 PureCycle Technologies, Inc. 1,394 - (80) 109 14 13% 305 102 34% 12.78x NM 4.58x 13.63x
2 Danimer Scientific, Inc. 623 50 (102) 173 (11) -6% 351 28 8% 3.59x NM 1.77x 22.16x
3 Origin Materials, Inc. 401 2 (43) 110 (56) -51% 276 20 7% 3.66x NM 1.45x 20.15x
Median 3.66x NA 1.77x 20.15x
Mean 6.68x NA 2.60x 18.65x
Provided that Verde realizes its financial potential, we believe that the DeSPAC valuation is fair
Public Company Trading Comparables: EV / Revenues and EV / EBITDA Multiples
Valuation Ranges Based on Y2 Forecast and MT / Y3 Opportunities of Verde and Current Industry Trading Multiples2
Valuation Metrics (Mean/
Median)
Verde Revenue / EBITDA
Estimates or
Opportunities3
Peer Comp Multiple
(Median - Mean)
Implied Reasonable EV
Valuation Ranges for Verde
Y2 Revenue $60-$80M 3.66x – 6.68x ~$250M to ~$500M
Y3 Revenue ~$200M 1.77x – 2.60x ~$350M to ~$500M
Y3 EBITDA4 ~$50M 18.65x – 20.15x Up to $1B
Source: RocSearch Analysis, as of Jun 12, 2023
1. Enterprise value based on 30-Day VWAP.
2. Valuation is based on FY24 and FY25 Revenue and EBITDA multiples.
3. Based on financial forecast for Yr 1 and Yr 2 and mid-term estimates for Yr 3.
4. Significantly higher implied valuation of Verde based on EBITDA multiple is by virtue of its superior
profit potential (much higher EBITDA %)
• Verde’s financial outlook and three sets of current industry trading multiples
can potentially support an indicative enterprise value range between $300M
and $700M.
• Verde’s EV could arguably command a premium if it can successfully
become one of the first scalable, fully commercialized, superior solution that
we believe it has a reasonable chance to achieve.
• Verde’s potentially superior EBITDA profile in the medium to long term
arguably suggests a higher valuation potential.
• Hence, Verde’s pre-money EV of $365M (pro forma EV of $433M) could
arguably represent a fair value or even a discount to what we believe could
be its potential indicative valuation range of $400M to $800M if it were to
successfully realize its growth and profitability aspirations. |
| INVESTOR PRESENTATION / OCTOBER 2023 25
APPENDIX 2: NON-REDEEMING SHAREHOLDER
SCENARIOS BASED ON REDEMPTIONS
Redemptions (% of total trust cash) 0% 50% 75% 80% 90% 95%
Total Common Shares & Warrants of Public Shareholders
Number of TLGY Common Shares Post-Redemption 7,318,182 3,659,091 1,829,546 1,463,636 731,818 365,909
Number of TLGY Detachable Public Warrants 11,500,000 11,500,000 11,500,000 11,500,000 11,500,000 11,500,000
Number of TLGY Non-Detachable Public Warrants 5,750,000 5,750,000 5,750,000 5,750,000 5,750,000 5,750,000
Economics per One Common Share held by Non-Redeemed Public Shareholders
(Excluding 0.5 detachable warrant, which does not have a right for the warrant holder to be converted to Common Shares at DeSPAC)
One Common Share 1.00 1.00 1.00 1.00 1.00 1.00
Number of TLGY Non-Detachable Public Warrants per One Common Share 0.79 1.57 3.14 3.93 7.86 15.71
Preemptive Warrant Conversion: The non-redeeming public shareholders are expected to be given a right to convert the Non-Detachable Public Warrants to Common
Shares at a ratio of 5 to 1
Warrant to Common Share Conversion Ratio of Non-Detachable Warrants at
Closing 5.0x 5.0x 5.0x 5.0x 5.0x 5.0x
Number of Common Shares Converted from Non-Detachable Warrants at
Closing 0.16 0.31 0.63 0.79 1.57 3.14
Total Implied Total Common Shares for Each Unredeemed Common Share
Post-DeSPAC (Conversion to be rounded off to whole units) 1.16 1.31 1.63 1.79 2.57 4.14
Indicative Value of One Unredeemed Common Share Post-DeSPAC
(fixed at $10.9/share1
; value would fluctuate based on actual price) $12.6 $14.4 $17.8 $19.5 $28.0 $45.1
Note 1: Trading price for a common share close to closing (also close to redemption date) is likely to be around or higher than the redeeming value of trust cash at closing, which is expected to be around $10.9 per share by Q4; trading around $10.9 per share in mid-September.
Potentially higher common shareholding for non-redeeming shareholders as redemption rates increase. |
| INVESTOR PRESENTATION / OCTOBER 2023 26
APPENDIX 3: TLGY WARRANT STRUCTURE
DESIGNED TO HELP MITIGATE REDEMPTION
• TLGY’s pooling structure is designed to create an expectation of escalating value for not redeeming
common just as expectation for redemption reaches high percentages.
• With resized trust cash of $80M1
, expectation for potential upside for not redeeming can start at $1.62 and
escalate as expectation for redemption rises further (even beyond $10/share), potentially acting as a
counterbalance.
• If $40M is unredeemed, for example, non-redeeming investors are expected to do better than redeeming at
$10.9 provided that the post-closing price is above $8.3/share (1.31 shares x $8.3 = $10.9).
• If only $10M is unredeemed, non-redeeming investors are expected to do better above per share price of
$4.8 and have an escalating upside above $4.8.
• Provided that the Proposed Transaction is perceived to be fairly priced at $10.9/share, the expectations of
meaningful downside protection and higher upside could provide certain counterbalance to redemption
pressures.
Trust Cash After Redemption $80M1 $40M $20M
Implied Redemptions 0% 50% 75%
Common Shares & Warrants of TLGY Public Shareholders post
Redemption
Common Shares Post Redemption 7.3M 3.7M 1.8M
Non-Detachable Public Warrants 5.75M 5.75M 5.75M
Economics per One Common Share for Unredeemed Shares
One Common Share 1.00 1.00 1.00
TLGY Non-Detachable Public Warrants
per One Common Share 0.79 1.57 3.14
Preemptive Warrant Conversion: The non-redeeming public shareholders
have a right to convert the non-detachable warrants to common shares at a
ratio of 5 to 1
# of Common Shares Converted from
Non-Detachable Warrants at Closing 0.16 0.31 0.63
Total Implied Shares of One
Unredeemed Common Share 1.16 1.31 1.63
Implied Value of One Unredeemed
Common Share Post-DeSPAC2
(Assuming $10.9 per Share for Common)
$12.6 $14.4 $17.8
Note 1: The SPAC size at Closing is estimated to be $80M to simplify calculations; actual amount is expected
to be around $78M in Q2 and around $80M by Q4 of 2023 (7.318M shares)
2: Trading price for a common share close to closing (also close to redemption date) is likely to be
around or higher than the redeeming value of trust cash at closing, which is expected to be around
$10.9 per share by Q4; trading around $10.9 mid-September.
Implied Upside For One Non-Redeeming Common Share Post-DeSPAC
(Net of the transaction common price of $10/share)
$2.6
$4.4
$7.8
$14.1
$0.0
$10.0
$20.0
$80M $40M $20M $10M
Implied Additional Value of One Unredeemed Common Share Post-DeSPAC
Implied Redemption
(% of total trust cash) 0% 50% 75% 87%
Unredeemed
Trust Cash
Redemption value: ~$0.9
Upside for not
redeeming
(assuming
common value at
$10.9/share)
Upside for not redeeming as downside
protection: provided that the transaction
is not perceived to be highly overpriced or
per share price is not expected to drop
sharply, redemption is expected to be
mitigated at higher rates. |
| INVESTOR PRESENTATION / OCTOBER 2023 27
RISK FACTORS RELATED TO VERDE
Verde’s business is subject to numerous risks, including but not limited to the following:
• Verde is an early-stage company with a history of losses, and its future profitability is uncertain.
• To date, Verde has not generated any revenues from product sales.
• Verde’s operating results may fluctuate significantly as a result of a variety of factors, many of which are outside of its control.
• Verde’s business is not diversified.
• Verde may be unable to manage growth effectively.
• Verde will need to secure additional funding and may be unable to raise additional capital on favorable terms, if at all.
• Changes in tax laws may adversely affect Verde or its investors.
• Construction of Verde’s manufacturing facilities may not be completed in the expected timeframe or in a cost-effective manner. Any delays in the construction of Verde’s manufacturing facilities could severely impact
its business, financial condition, results of operations and prospects.
• Initially, Verde will rely on a single facility for all of its operations.
• Verde may be delayed in or unable to procure necessary capital equipment.
• Verde has not produced its products in commercial quantities.
• Verde expects to rely on a limited number of customers for a significant portion of its near-term revenue.
• Verde may be unable to obtain certifications required by its prospective customers.
• Verde’s products may not achieve market success. If Verde’s products do not achieve market success, it may be unable to generate significant revenues, if at all.
• Verde faces and will face substantial competition.
• Verde produces biopolymer products from raw materials, including renewable resources, whose pricing and availability may be impacted by factors out of its control. Increases or fluctuations in the costs of Verde’s raw
materials may affect its cost structure.
• Verde’s success will be influenced by the price of petroleum relative to the price of bio-based feedstocks.
• The failure of Verde’s raw material suppliers to perform their obligations under supply agreements, or Verde’s inability to replace or renew these agreements when they expire, could increase Verde’s cost for these
materials, interrupt production or otherwise adversely affect its results of operations.
• Maintenance, expansion and refurbishment of Verde’s facilities, the construction of new facilities and the development and implementation of new manufacturing processes involve significant risks.
• Verde may not be successful in finding future strategic partners for continuing development of additional feedstock opportunities or tolling and downstream conversion of Verde’s products.
• Verde may rely heavily on future collaborative and supply chain partners.
• Compliance with extension environmental, health and safety laws could require material expenditures, changes in Verde’s operations or site remediation.
• Verde’s operating plan may require it to source feedstock and supplies internationally, and foreign currency exchange rate fluctuations and changes to international trade agreements, tariffs, import and excise duties,
taxes or other governmental rules and regulations could adversely affect Verde’s business, financial condition, results of operations and prospects.
• Verde’s business could suffer form negative publicity and other adverse consequences with recent civil and criminal charges brought against Terren Peizer, Verde’s former Executive Chairman; and Founder and
Chairman of Humanitario Capital, LLC. Verde’s largest stockholder, by the Securities Exchange Commission and the United States Department of Justice.
• From time to time, Verde may be involved in litigation, regulatory actions or government investigations and inquiries, which could have an adverse impact on Verde’s profitability and consolidated financial position.
• If Verde experiences a significant disruption in its information technology systems, including security breaches, or if it fails to implement new systems and software successfully, its business operations and financial
condition could be adversely affected.
• Verde may not be able to protect adequately its intellectual property assets, which could adversely affect its competitive position and reduce the value of its products, and litigation to protect its intellectual property
could be costly.
• Third parties may claim that Verde infringes on their proprietary rights and may prevent Verde from commercializing and selling its products.
• Verde relies in part on trade secrets to protect its technology, and its failure to obtain or maintain trade secret protection could limit its ability to compete.
• Verde’s management has limited experience operating as a public company.
• Verde depends on its teams, and Verde’s business would suffer if it fails to retain its key personnel and attract additional highly skilled employees.
• If the Proposed Transaction’s benefits do not meet the expectations of investors or securities analysts or for other reasons the market price of TLGY’s securities or, following the Proposed Transaction, the combined
company’s securities, may decline.
• If, following the Proposed Transaction, securities or industry analysts do not public research or reports about the combined company, or if they issue unfavorable or inaccurate research regarding its business, its share
price and trading volume could decline.
• Following the Proposed Transaction, the combined company will incur increased costs as a result of operating as a public company, and its management will be required to devote substantial time to new compliance
initiatives and corporate governance practices. |
| INVESTOR PRESENTATION / OCTOBER 2023 28
KEY RISKS RELATED TO THE TRANSACTION AND TLGY
TLGY is subject to numerous risks, including but not limited to:
• TLGY’s Initial Shareholders have entered into the Acquiror Support Agreement with TLGY and Verde to vote in favor of the Transaction, regardless of how TLGY’s public shareholders vote.
• Neither the TLGY Board nor any committee thereof obtained a third-party valuation or fairness opinion in determining whether or not to pursue the Transaction.
• Since TLGY’s Initial Shareholders, directors and executive officers have interests that are different, or in addition to (and which may conflict with), the interests of its shareholders, a conflict of interest may have existed in
determining whether the Transaction with Verde is appropriate as TLGY’s initial business combination. Such interests include that TLGY’s Initial Shareholders, directors and executive officers, will lose their entire
investment in TLGY if the initial business combination is not completed.
• If the conditions to closing contained in the Merger Agreement are not met or waived, the Transaction may not occur. TLGY may change or waive one or more of the terms of, or conditions to, the Transaction, and the
exercise of TLGY’s directors’ and executive officers’ discretion in agreeing to such changes may result in a conflict of interest when determining whether such changes to the terms of the Transaction or waivers of
conditions are appropriate and in TLGY’s shareholders’ best interest.
• TLGY will not have any right to make damage claims against Verde for the breach of any representation, warranty or covenant made by Verde in the Merger Agreement.
• The consummation of the Transaction is subject to compliance with the HSR Act, and, if certain conditions are not satisfied or waived, the Transaction may not be completed.
• The Transaction may be completed even though material adverse effects may result from the announcement of the Transaction, industry-wide changes and other causes.
• The merged company after the closing of the Transaction with Verde (“Verde PubCo”) may issue additional shares of Verde PubCo Common Stock or other equity securities without your approval, which would dilute
your ownership interests and may depress the market price of your shares.
• Verde’s financial forecasts, which were presented to the TLGY Board and are included in this proxy statement/prospectus, may not prove accurate.
• The Sponsor is liable to ensure that proceeds of the Trust Account are not reduced by vendor claims in the event an initial business combination is not consummated. The Sponsor has also agreed to pay for any
liquidation expenses if an initial business combination is not consummated. Such liability may have influenced the Sponsor’s decision to pursue the Transaction.
• TLGY and Verde have incurred and expect to incur significant transaction costs in connection with the Transaction.
• Past performance by TLGY and by its management team may not be indicative of future performance of an investment in TLGY or Verde PubCo.
• The loss of any member or change in structure of Verde’s senior management team could adversely affect its business.
• TLGY’s Existing Governing Documents waive the doctrine of corporate opportunity.
• Activities taken by existing TLGY shareholders to increase the likelihood of approval of the Transaction Proposal and the other proposals described in this proxy statement/prospectus could have a depressive effect on
TLGY’s securities.
• Because Verde is not conducting an underwritten public offering of its securities, no underwriter has conducted due diligence of Verde’s business, operations or financial condition or reviewed the disclosure in this
proxy statement/prospectus.
• The SEC has recently issued proposed rules relating to certain activities of SPACs. Certain of the procedures that TLGY, a potential business combination target, or others may determine to undertake in connection with
such proposals may increase TLGY’s costs and the time needed to complete its initial business combination and may constrain the circumstances under which TLGY could complete an initial business combination. The
need for compliance with the SPAC Rule Proposals may cause us to liquidate the funds in the Trust Account or liquidate the Company at an earlier time than we might otherwise choose.
• If we are deemed to be an investment company for purposes of the Investment Company Act, we would be required to institute burdensome compliance requirements and our activities would be severely restricted. As
a result, in such circumstances, unless we are able to modify our activities so that we would not be deemed an investment company, we would expect to abandon our efforts to complete an initial business combination
and instead to liquidate the Company.
• Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect TLGY’s business, including its ability to negotiate and complete its initial business combination, and results of
operations.
• To mitigate the risk that TLGY might be deemed to be an investment company for purposes of the Investment Company Act, TLGY may, at any time, instruct the trustee to liquidate the securities held in the Trust
Account and instead instruct the trustee to hold the funds in the Trust Account in cash until the earlier of the consummation of TLGY’s initial business combination or its liquidation. As a result, following the liquidation
of securities in the Trust Account, TLGY would likely receive minimal interest, if any, on the funds held in the Trust Account, which would reduce the dollar amount the public shareholders would receive upon any
redemption or liquidation of the Company.
• Subsequent to the consummation of the Business Combination, Verde PubCo may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative
effect on its financial condition, results of operations and the share price of its securities, which could cause you to lose some or all of your investment.
• TLGY may be targeted by securities actions and derivative suits that could result in substantial costs and may delay or prevent the consummation of the Transaction.
• TLGY’s independent registered public accounting firm’s report for TLGY contains an explanatory paragraph that expresses substantial doubt about its ability to continue as a “going concern.”
• Verde PubCo will incur increased costs as a result of being a public company.
• TLGY’s shareholders who do not redeem their public shares will have a reduced ownership and voting interest after the Transaction and will exercise less influence over management.
• Verde PubCo’s future success depends in part on recruiting and retaining key personnel. The loss of key personnel or the hiring of ineffective personnel after the Transaction could negatively impact the operations and
profitability of Verde PubCo. |
| INVESTOR PRESENTATION / OCTOBER 2023 29
KEY RISKS RELATED TO THE TRANSACTION AND TLGY
(CONTINUED)
TLGY is subject to numerous risks, including but not limited to:
• The unaudited pro forma financial information included elsewhere in this proxy statement/prospectus may not be indicative of what Verde PubCo’s actual financial position or results of operations would have been.
• The ability of TLGY’s public shareholders to exercise redemption rights with respect to a large number of its public shares may not allow it to complete the Transaction or optimize the capital structure of Verde PubCo
and may increase the probability that the Transaction would be unsuccessful and that you will have to wait for liquidation in order to redeem your shares.
• TLGY’s Initial Shareholders, as well as Verde, TLGY’s directors, executive officers, advisors and their respective affiliates may elect to purchase public shares prior to the consummation of the Transaction, which may
influence the vote on the Transaction and reduce the public “float” of its Class A ordinary shares.
• If our Initial Shareholders, officers, directors or their affiliates elect to purchase public shares from public shareholders, such purchases may affect the market price of TLGY’s securities.
• If third parties bring claims against TLGY, the proceeds held in the Trust Account could be reduced and the per share redemption amount received by shareholders may be less than $10.00 per share (which was the
offering price in its initial public offering).
• TLGY’s directors may decide not to enforce the indemnification obligations of the Sponsor, resulting in a reduction in the amount of funds in the Trust Account available for distribution to the public stockholders.
• TLGY may not have sufficient funds to satisfy indemnification claims of its directors and executive officers.
• In the event TLGY distributes the proceeds in the Trust Account to its public shareholders and subsequently files a bankruptcy petition or an involuntary bankruptcy petition is filed against TLGY that is not dismissed, a
bankruptcy court may seek to recover such proceeds, and TLGY and the TLGY Board may be exposed to claims of punitive damages.
• If, before distributing the proceeds in the Trust Account to TLGY’s public shareholders, TLGY files a bankruptcy petition or an involuntary bankruptcy petition is filed against TLGY that is not dismissed, the claims of
creditors in such proceeding may have priority over the claims of its shareholders and the per share amount that would otherwise be received by its shareholders in connection with its liquidation may be reduced.
• TLGY’s shareholders may be held liable for claims by third parties against TLGY to the extent of distributions received by them upon redemption of their shares.
• TLGY is and Verde PubCo will be an emerging growth company and a smaller reporting company within the meaning of the Securities Act, and if Verde PubCo takes advantage of certain exemptions from disclosure
requirements available to “emerging growth companies” or “smaller reporting companies,” this could make its securities less attractive to investors and may make it more difficult to compare its performance with other
public companies.
• Compliance obligations under the Sarbanes-Oxley Act may make it more difficult for TLGY to effectuate the Transaction, require substantial financial and management resources and increase the time and costs of
completing a business combination.
• A significant portion of TLGY’s total outstanding shares are restricted from immediate resale but may be sold into the market in the near future. This could cause the market price of Verde PubCo Common Stock to
drop significantly, even if Verde PubCo’s business is doing well.
• Verde PubCo’s directors, executive officers and principal stockholders will continue to have substantial control over Verde PubCo’s company after the consummation of the Transaction, which could limit Verde PubCo’s
ability to influence the outcome of key transactions, including a change of control.
• Humanitario Capital, LLC., Verde’s principal stockholder, beneficially owns greater than 50% of Verde’s outstanding shares of common stock and is expected to own greater than 50% of Verde PubCo Common Stock
following the consummation of the Transaction which will cause Verde PubCo to be deemed a “controlled company” under the rules of Nasdaq.
• The public shareholders may experience immediate dilution as a consequence of the issuance of Verde PubCo Common Stock as consideration in the Transaction.
• Warrants will become exercisable for Verde PubCo Common Stock, which, if exercised, would increase the number of shares eligible for future resale in the public market and result in dilution to its shareholders.
• Even if the Transaction is consummated the terms of the warrants may be amended in a manner adverse to a holder if holders of at least 50% of the then outstanding public warrants approve of such amendment.
• Verde PubCo may redeem a warrant holder’s unexpired warrants prior to their exercise at a time that may be disadvantageous to such warrant holder, thereby making its warrants worthless.
• A warrant holder may only be able to exercise its public warrants on a “cashless basis” under certain circumstances, and if a warrant holder does so, such warrant holder will receive fewer Verde PubCo Common Stock
from such exercise than if a warrant holder were to exercise such warrants for cash.
• Even if we consummate the Transaction, there can be no assurance that our public warrants will be in the money at the time they become exercisable, and they may expire worthless.
• If you elect to exercise your redemption rights with respect to your Class A ordinary shares, you will be deemed to have tendered your contingent right to receive distributable redeemable warrants for no additional
consideration, and as a result, will not receive any distributable redeemable warrants in respect of such redeemed public shares.
• If the amount of Class A ordinary shares redeemed by shareholders is low, shareholders who choose not to redeem their shares may only receive a small amount of distributable redeemable warrants.
• TLGY’s warrant agreement designates the courts of the State of New York or the United States District Court for the Southern District of New York as the sole and exclusive forum for certain types of actions and
proceedings that may be initiated by holders of its warrants, which could limit the ability of warrant holders to obtain a favorable judicial forum for disputes with TLGY.
• Nasdaq may not list Verde PubCo’s securities on its exchange, which could limit investors’ ability to make transactions in Verde PubCo’s securities and subject Verde PubCo to additional trading restrictions.
• An active, liquid trading market for Verde PubCo’s securities may not develop, which may limit your ability to sell such securities. |
| INVESTOR PRESENTATION / OCTOBER 2023 30
KEY RISKS RELATED TO THE TRANSACTION AND TLGY
(CONTINUED)
TLGY is subject to numerous risks, including but not limited to:
• Reports published by analysts, including projections in those reports that differ from Verde PubCo’s actual results, could adversely affect the price and trading volume of its common shares.
• Verde PubCo may fail to meet Verde PubCo’s publicly announced guidance or other expectations about Verde PubCo’s business, which would cause Verde PubCo’s stock price to decline.
• Verde PubCo does not intend to pay cash dividends for the foreseeable future.
• Because Verde PubCo does not anticipate paying any cash dividends on its capital stock in the foreseeable future, capital appreciation, if any, will be your sole source of gain.
• TLGY is subject to, and Verde PubCo will be subject to, changing law and regulations regarding regulatory matters, corporate governance and public disclosure that have increased both TLGY’s costs and the risk of non-compliance and will increase both Verde PubCo’s costs and the risk of non-compliance.
• During the pendency of the Transaction, TLGY will not be able to solicit, initiate or take any action to facilitate or encourage any inquiries or the making, submission or announcement of, or enter into a Transaction with
another party because of restrictions in the Merger Agreement. Furthermore, certain provisions of the Merger Agreement will discourage third parties from submitting alternative takeover proposals, including
proposals that may be superior to the arrangements contemplated by the Merger Agreement.
• Recent increases in inflation and interest rates in the United States and elsewhere could make it more difficult for TLGY to consummate the Transaction.
• Military conflict in Ukraine or elsewhere may lead to increased volatility for publicly traded securities, which could make it more difficult for us to consummate an initial business combination.
• Verde PubCo’s business and operations could be negatively affected if it becomes subject to any securities litigation or stockholder activism, which could cause Verde PubCo to incur significant expense, hinder
execution of business and growth strategy and impact its stock price.
• Verde PubCo will need, but may be unable to obtain, funding following the consummation of the Transaction on satisfactory terms, which could dilute Verde PubCo’s stockholders and investors, or impose burdensome
financial restrictions on its business.
Risks Related to the Domestication
• The Domestication may result in adverse tax consequences for holders of TLGY Class A Ordinary Shares and TLGY public warrants, including holders exercising their redemption rights with respect to the TLGY Common
Stock (such term to be used throughout this section “Risks Related to the Domestication” as such term is used in the section entitled “Material U.S. Federal Income Tax Considerations”).
• Verde PubCo could be subject to changes in tax rates or the adoption of new tax legislation, whether in or out of the United States, or could otherwise have exposure to additional tax liabilities, which could harm its
business.
• Upon consummation of the Transaction, the rights of holders of Verde PubCo Common Stock arising under the DGCL as well as the Proposed Governing Documents will differ from and may be less favorable to the
rights of holders of public shares arising under Cayman Islands Companies Law as well as the Existing Governing Documents.
• Delaware law and Verde PubCo’s Proposed Governing Documents contain certain provisions, including anti-takeover provisions, that limit the ability of stockholders to take certain actions and could delay or discourage
takeover attempts that stockholders may consider favorable.
• Verde PubCo’s Proposed Charter will designate the Delaware Court of Chancery or the United States federal district courts as the sole and exclusive forum for substantially all disputes between Verde PubCo and its
stockholders, which could limit Verde PubCo’s stockholders’ ability to obtain a favorable judicial forum for disputes with Verde PubCo or its directors, officers, stockholders, employees or agents.
• The Proposed Charter provides for indemnification of officers and directors of Verde PubCo at Verde PubCo’s expense, which may result in a significant cost to Verde PubCo and hurt the interests of its stockholders
because corporate resources may be expended for the benefit of officers and/or directors. |
| INVESTOR PRESENTATION / OCTOBER 2023 31
KEY RISKS RELATED TO THE TRANSACTION AND TLGY
(CONTINUED)
Risks Related to the Redemption
• Public shareholders who wish to redeem their public shares for a pro rata portion of the Trust Account must comply with specific requirements for redemption that may make it more difficult for them to exercise their
redemption rights prior to the deadline. If shareholders fail to comply with the redemption requirements specified in this proxy statement/prospectus, they will not be entitled to redeem their public shares for a pro rata
portion of the funds held in the Trust Account.
• If a public shareholder fails to receive notice of TLGY’s offer to redeem public shares in connection with the Transaction, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed.
• TLGY does not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for TLGY to complete the Transaction even though a substantial majority of TLGY’s
public shareholders having redeemed their shares.
• If you or a “group” of shareholders of which you are a part are deemed to hold an aggregate of more than 15% of the public shares, you (or, if a member of such a group, all of the members of such group in the
aggregate) will lose the ability to redeem all such shares in excess of 15% of the public shares.
• There is no guarantee that a shareholder’s decision whether to redeem its shares for a pro rata portion of the Trust Account will put the shareholder in a better future economic position.
• The securities in which TLGY invests the funds held in the Trust Account could bear a negative rate of interest, which could reduce the value of the assets held in trust such that the per-share redemption amount
received by public shareholders may be less than $10.00 per share.
• U.S. federal income tax consequences of exercising your redemption rights depend on your particular facts and circumstances. In addition, because the Domestication will occur prior to the redemption, if you exercise
the redemption rights, you will be subject to the potential tax consequences of the Domestication as well.
• A new 1% U.S. federal excise tax may be imposed on Verde PubCo in connection with the redemption of Verde PubCo Common Stock in connection with the Transaction.
Risks if the Adjournment Proposal is Not Approved
• If the Adjournment Proposal is not approved, and an insufficient number of votes have been obtained to authorize the consummation of the Transaction and the Domestication, the TLGY Board will not have the ability
to adjourn the extraordinary general meeting to a later date in order to solicit further votes, and, therefore, the Transaction will not be approved, and, therefore, the Transaction may not be consummated.
Risks if the Domestication and the Transaction are not Consummated
• We cannot assure you that we will be able to complete the Transaction or any other business combination prior to April 3, 2023, the date by which we are required to complete a business combination or be forced to
liquidate.
• If TLGY is not able to complete the Transaction with Verde nor able to complete another business combination by April 3, 2023, in each case, as such date may be extended pursuant to its Existing Governing
Documents, TLGY would cease all operations except for the purpose of winding up and TLGY would redeem its public shares and liquidate the Trust Account, in which case TLGY’s public shareholders may only receive
approximately $10.00 per share and TLGY’s warrants will expire worthless.
• Unlike other blank check companies, TLGY may extend the time to complete an initial business combination by up to nine months for paid extension. However, the Sponsor may decide not to extend the time for TLGY
to complete an initial business combination.
• You will not have any rights or interests in funds from the Trust Account, except under certain limited circumstances. To liquidate your investment, therefore, you may be forced to sell your public shares or public
warrants, potentially at a loss.
• If TLGY does not consummate the Transaction or any other business combination by April 3, 2023, TLGY’s public shareholders may be forced to wait until after April 3, 2023 before redemption proceeds from the Trust
Account may become available to TLGY’s public shareholders.
• If the cash held outside the Trust Account is insufficient to allow TLGY to operate through April 3, 2023, and TLGY is unable to obtain additional capital, TLGY may be unable to complete its initial business combination
(including the Transaction), in which case TLGY’s public shareholders may only receive $10.00 per share, and TLGY’s warrants will expire worthless. |
***
About TLGY Acquisition Corporation
TLGY Acquisition Corporation is a blank check company sponsored by
TLGY Sponsors LLC, whose business purpose is to effect a merger, share exchange, asset acquisition, stock purchase, reorganization, or
similar business combination with one or more businesses. TLGY was formed to focus on growth companies through long-term,
private equity style value creation in the biopharma and business-to-consumer (B2C) technology sectors.
For additional information, please visit www.tlgyacquisition.com.
About Verde Bioresins, Inc.
Verde Bioresins, Inc. is a full-service bioplastics company that specializes
in sustainable product innovation and the manufacturing of proprietary biopolymer resins, providing comprehensive design and development
solutions for companies seeking alternatives to conventional plastics.
For additional information, please visit www.verdebioresins.com.
Forward-Looking Statements
This communication includes “forward-looking statements”
within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the
Exchange Act that are not historical facts, and involve risks and uncertainties that could cause actual results to differ materially from
those expected and projected. All statements, other than statements of historical fact included in this communication regarding TLGY and
the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking
statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,”
“seek” and variations and similar words and expressions are intended to identify such forward-looking statements.
Forward-looking statements are predictions, projections and other
statements about future events that are based on current expectations and assumptions and, as a result, are neither promises nor guarantees,
but involve known and unknown risks, uncertainties and other important factors that may cause actual results, performance or achievements
to be materially different from any future results, performance or achievements expressed or implied by forward-looking statements, including
but not limited to: (i) the risk that the proposed business combination may not be completed in a timely manner or at all, which may
adversely affect the price of TLGY’s securities; (ii) the risk that the proposed business combination may not be completed by TLGY’s
business combination deadline and the potential failure to obtain an extension of the business combination deadline sought by TLGY; (iii)
the failure to satisfy the conditions to the consummation of the proposed business combination, including the approval of the proposed
business combination by the shareholders of TLGY; (iv) the effect of the announcement or pendency of the proposed business combination
on the Company’s business relationships, performance, and business generally; (v) risks that the proposed business combination
disrupts current plans of the Company and potential difficulties in the Company employee retention as a result of the proposed business
combination; (vi) the outcome of any legal proceedings that may be instituted against TLGY or the Company related to the agreement and
plan of merger or the proposed business combination; (vii) the ability to maintain the listing of TLGY’s securities on Nasdaq;
(viii) the price of TLGY’s securities, including volatility resulting from changes in the competitive and highly regulated industries
in which the Company operates, variations in performance across competitors, changes in laws and regulations affecting the Company’s
business and changes in the combined capital structure; and (ix) the ability to implement and realize upon business plans, forecasts,
and other expectations after the completion of the proposed business combination, and identify and realize additional opportunities.
The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties
described in TLGY’s final proxy statement/prospectus to be contained in the Form S-4 registration statement, including those under
“Risk Factors” therein, TLGY’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other documents filed
by TLGY from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual
events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only
as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and TLGY and the Company
assume no obligation and, except as required by law, do not intend to update or revise these forward-looking statements, whether as a
result of new information, future events, or otherwise. Neither TLGY nor the Company gives any assurance that either TLGY or the Company
will achieve its expectations.
Additional Information and Where to Find It / Non-Solicitation
In connection with the proposed business combination, the Company
will become wholly-owned subsidiary of TLGY and TLGY will be renamed to Verde Bioresins, Corp. as of the closing of the proposed business
combination. TLGY filed with the SEC the Registration Statement, including a preliminary proxy statement/prospectus of TLGY, in connection
with the proposed business combination. After the Registration Statement is declared effective, TLGY will mail a definitive proxy statement/prospectus
and other relevant documents to its shareholders. TLGY’s shareholders and other interested persons are advised to read, when available,
the preliminary proxy statement/prospectus, and amendments thereto, and the definitive proxy statement/prospectus in connection with
TLGY’s solicitation of proxies for its shareholders’ meeting to be held to approve the proposed business combination because
the proxy statement/prospectus will contain important information about TLGY, Verde and the proposed business combination. The definitive
proxy statement/prospectus will be mailed to shareholders of TLGY as of a record date to be established for voting on the proposed business
combination. Shareholders will also be able to obtain copies of the Registration Statement, each preliminary proxy statement/prospectus
and the definitive proxy statement/prospectus, without charge, once available, at the SEC’s website at www.sec.gov.
In addition, the documents filed by TLGY may be obtained free of charge from TLGY at www.tlgyacquisition.com.
Participants in Solicitation
TLGY, the Company and their respective directors, executive officers
and other members of their management and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies
of TLGY’s shareholders in connection with the proposed business combination. Investors and security holders may obtain more detailed
information regarding the names, affiliations and interests of TLGY’s directors and executive officers in TLGY’s Annual Report
on Form 10-K for the fiscal year ended December 31, 2022, which was filed with the SEC on February 21, 2023. Information regarding the
persons who may, under SEC rules, be deemed participants in the solicitation of proxies of TLGY’s shareholders in connection with
the proposed business combination will be set forth in the proxy statement/prospectus for the proposed business combination when available.
Information concerning the interests of TLGY’s participants in the solicitation, which may, in some cases, be different than those
of TLGY’s equity holders generally, will be set forth in the proxy statement/prospectus relating to the proposed business combination
when it becomes available.
No Offer or Solicitation
This communication is not a proxy statement or solicitation of a proxy,
consent or authorization with respect to any securities or in respect of the potential business combination and shall not constitute an
offer to sell or a solicitation of an offer to buy the securities of TLGY, the Company or the combined company, nor shall there be any
sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration
or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus
meeting the requirements of the Securities Act.
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