Tlgy Acquisition Corporation · OTC:TLGYF
Tlgy Acquisition — SPAC Merger (June 2023)
36 slides from Tlgy Acquisition's SPAC merger presentation, Jun 22, 2023
Slide 1: Investor Presentation June 2023
Investor Presentation June 2023 / 1
Slide 2: Disclaimer and Forward-Looking Information
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 requir
Slide 3: Certain Assumptions; Industry and Market Data
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
Slide 4: Non-GAAP Financial Information
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 reg
Slide 5: Transaction Overview: Verde Bioresins and TLGY
• Founded in 2020, Verde Bioresins, Inc is a full-service bioplastics company, that specializes in sustainable product innovation and manufacturing of proprietary biopolymer resins, providing comprehensive design and development solutions for companies seeking alternatives to conventional plastics.
Slide 6: Investment Highlights
Investment Highlights Significant market opportunity within growing, high-value industries including durable goods, cosmetics, consumer electronics, automotive and food packaging Breakthrough proprietary technology – Verde has developed PolyEarthylene™, a proprietary bio-resin that we believe is amo
Slide 7: Verde: Innovative Green Solution for the Circular Economy
Verde represents an innovative green solution for the circular economy, the PolyEarthylene™ bio-resin, a line of products that is highly scalable with wide range of applications, economically feasible, biodegradable and compostable ▪ Founded in 2020 and headquartered in Santa Monica California, Verd
Slide 8: Global Plastics Market and Regulatory Pressure
• The global plastics market is estimated to be a $600 billion industry2 .. Only a tiny fraction of plastics is derived from renewable resources or recycled. 3 As a result, most of the 400 million tons of plastics4 produced each year are estimated to be littered all around the earth’s crust and ocea
Slide 9: Fortune 500 Companies Pursuing Green Polymer Solutions
Fortune 500 are actively pursuing green polymer solutions PepsiCo plans to have 100% compostable, biodegradable or recyclable packaging by 2025 P&G intends to reduce global use of virgin petroleum plastic in its packaging by 50% by 2030, increasing its use of recycled plastic, driving conversion to
Slide 10: Key Industry Requirements: PolyEarthylene vs Other Bioplastics
Key Industry Requirements2 PolyEarthylene™ PLA PHA Green PE 1. Environmental ✓ ✓ ✓ 2. Cost ✓ ✓ ✓ 3. Manufacturing / Process ✓ ✓ ✓ ✓ 4. Applications ✓ ✓ PolyEarthylene™ demonstrates superior qualities against mainstream bio-plastics • Currently available “Green” polymers have various drawbacks and li
Slide 11: Verde's Proprietary Technology
• Verde’s proprietary technology enables PolyEarthyleneTM to be operated in standard manufacturing processes where other bio-polymers cannot or will not work properly. • Most bio-resins lack the mechanical properties required for durable goods production. Among the most widely-used bioplastics today
Slide 12: Biodegradable While Competitive With Petroleum-Based Products
Biodegradable While Being Competitive With Petroleum-Based Products 12 Tensile Strength(1) Up to 5500 PSI Up to 5500 PSI Up to 3900 PSI Up to 5800 PSI Biodegradable ✓ Compostable ✓ ✓ Recyclable ✓ 1 GRADE ✓ ✓ Cost $1.5 – $1.8 per lb. $2.0 - $2.5 per lb. $0.4 - $1.0 per lb. $0.8 - $1.2 per lb. Applica
Slide 13: Potential Total Addressable Market for PolyEarthylene
Sources: Grand View Research, Expert Interviews, Verde, TLGY analysis 13 Potential Total Addressable Market (TAM) for PolyEarthyleneTM PolyEarthyleneTM has the potential to serve up to half of the $600 billion global plastics market over the next 5 to 10 years 600B Global Plastics Market • PolyEarth
Slide 14: Track Record of Progress and Innovation
Demonstrated Track Record of Progress and Innovation Poised for Exponential Growth FY20 • Began R&D on PolyEarthylene™, compounding formulations at OEM facilities and pilot industrial applications • Received FDA-Title 21 for food contact compliance opinion 1H22 • Completed construction of Fullerton
Slide 15: Project Pipeline Examples
Bio-based biodegradable resin for its dripper system that can withstand harsh outdoor environment, high water pressure and degrading in less than 9 months. This global credit card leader issues over 5 billion credit cards a year and is looking for a bio-based option to replace existing fossil based
Slide 16: Strategic Partnership Overview: Vinmar
Strategic Partnership Overview • Verde Biosresins and Vinmar Polymers America are proud to announce a strategic partnership that has the ability to expand the reach of Verde’s PolyEarthyleneTM product line, offering its innovation solution to an even wider range of customers. Expansive Market Opport
Slide 17: Strong Industry Experience and Deep Technical Capability
Strong industry experience and deep technical capability 17 • Unique industry acumen - Joe Paolucci, CEO, and Gary Metzger, CSO, together have extensive business development, technical, and compounding experience that are highly relevant to driving a wider industry adoption of bioplastics. In turn,
Slide 18: About TLGY Acquisition Corporation
18 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 Led by Jin-Goon Kim, a serial transformational CEO in industry leading public and private companies with an extensive track reco
Slide 19: Product Testing and Market Validation
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
Slide 20: Third Party Product Testing to Production Run
Third Party Product Testing to Production Run and Commercialization Video of sample testing in February PolyEarthylene™ “drop in” to blown film production without engineering supervision Video of blown film production in May PolyEarthylene™ gusseted bags being run at Jazzle smoothly and without the
Slide 21: Key Industry Player Positive About PolyEarthylene
Key Industry Player Very Positive About PolyEarthyleneTM Interview with Head of Sustainability for leading global distributor of plastics confirmed unique advantages and strong interest from end users for PolyEarthyleneTM. Summary of due diligence interview with Business Manager and Head of Sustaina
Slide 22: Financial Forecast
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 $15M by the beginning of Yr 1 H2 (i.e., at the closing of the Proposed Transaction) • Analysis of th
Slide 23: Illustrative Pro Forma Valuation and Sources & Uses
Illustrative Pro Forma Valuation (post-money) Estimated Sources & Uses Sources ($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
Slide 24: Public Company Trading Comparables
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 (
Slide 25: Non-redeeming Shareholder Scenarios Based on Redemptions
25 Non-redeeming Shareholder Scenarios Based on Redemptions Potentially higher common shareholding for non-redeeming shareholders as redemption rates increase Redemptions (% of total trust cash) 0% 50% 75% 80% 90% 95% Total Common Shares & Warrants of Public Shareholders Number of TLGY Common Shares
Slide 26: TLGY Warrant Structure Designed to Mitigate Redemption
26 TLGY Warrant Structure Designed to Help Mitigate Redemption Implied Upside For One Non-Redeeming Common Share Post-DeSPAC (Net of the transaction common price of $10/share) • TLGY’s pooling structure is designed to create an expectation of escalating value for not redeeming common just as expecta
Slide 27: Risk Factors: Verde's Business
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 fluctu
Slide 28: Risk Factors: Verde's Business (continued)
• 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 addit
Slide 29: Risk Factors: 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 there
Slide 30: Risk Factors: TLGY (continued)
TLGY is subject to numerous risks, including but not limited to: • 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 securitie
Slide 31: Risk Factors: 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
Slide 32: Risk Factors: Verde PubCo Control and Dilution
TLGY is subject to numerous risks, including but not limited to: • 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 influen
Slide 33: Risk Factors: Verde PubCo Shares
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
Slide 34: Risks Related to the Domestication
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
Slide 35: Risks Related to the Redemption
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 shareh
Slide 36: Risks if Adjournment Proposal Is Not Approved
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 genera