UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



FORM 10-K



(Mark
One)

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934



For the fiscal year ended December 31,
2021



 ̈TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934



For the transition period from __________to__________



Commission file number: 001-41101



TLGY Acquisition Corporation



(Exact name of registrant as specified in its
charter)



|Cayman Islands                                                 |  | 98-1603634                             
|-------------------------------------------------------------- |  | ---------------------------------------
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification Number)
|                                                               |  |                                        
|4001 Kennett Pike, Suite 302 Wilmington, DE                    |  | 19807                                  
|(Address of principal executive offices)                       |  | (Zip Code)                             



Registrant’s telephone number, including
area code: (1) 302-803-6849



Securities registered pursuant to Section 12(b) of
the Act:



|Title of Each Class:                                                                                               |  | Trading Symbol(s) |  | Name of Each Exchange on Which Registered:
|------------------------------------------------------------------------------------------------------------------ |  | ----------------- |  | ------------------------------------------
|Units,
    each consisting of one Class A ordinary share, par value $.0001, and one-half of one redeemable warrant |  | TLGYU             |  | The NASDAQ Stock Market LLC               
|Class A ordinary shares, par value $0.0001 per share Redeemable warrants,
    each whole warrant exercise for one  |  | TLGY              |  | The NASDAQ Stock Market LLC               
|Class A ordinary share at an exercise price of $11.50 per share                                                    |  | TLGYW             |  | The NASDAQ Stock Market LLC               



Securities registered pursuant to Section 12(g) of
the Act: None



Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ̈No x



Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange
Act.
Yes ̈ No x



Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. Yesx
No  ̈



Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405
of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was
required to submit and post such files). Yesx
No  ̈



Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definition of “large
accelerated filer,” “accelerated filer, “smaller reporting company” and “emerging growth company”
in Rule 12b-2 of the Exchange Act.



|Large accelerated filer |  ̈ | Accelerated filer         |  ̈
|----------------------- | - | ------------------------- | -
|Non-accelerated filer   | x | Smaller reporting company | x
|Emerging growth company | x |                           |  



If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ̈



Indicate by check mark whether the registrant
has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial
reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared
or issued its audit report. ̈



Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yesx
No  ̈



The registrant’s shares were not listed on any exchange and
had no value as of June 30, 2021 (i.e. the last business day of the second fiscal quarter). The registrant’s units begin trading
on the Nasdaq Global Market on December 1, 2021. The holders of the units of the registrant may elect to separately trade class
A ordinary shares and detachable redeemable warrants comprising the units on the Nasdaq Global Market commencing on January 21,
2022. The aggregate market value of the units outstanding, other than units held by persons who may be deemed affiliates of the registrant,
computed by reference to the closing price of the units on March 30, 2022, as reported on the Nasdaq Global Market, was $286,062,500.



As of March 30, 2022, there were a total of 28,750,000 ordinary
shares, comprising 23,000,000 Class A ordinary shares, par value $0.0001 per share, and 5,750,000 Class B ordinary shares, par
value $0.0001 per share, of the registrant issued and outstanding.



DOCUMENTS INCORPORATED BY REFERENCE



None.




















Table
of Contents



Page



|Part I   |          |                                                                                                              | 1 
|-------- | -------- | ------------------------------------------------------------------------------------------------------------ | --
|         | Item 1.  | Business                                                                                                     | 1 
|         | Item 1A. | Risk Factors                                                                                                 | 19
|         | Item 1B. | Unresolved Staff Comments                                                                                    | 19
|         | Item 2.  | Properties                                                                                                   | 19
|         | Item 3.  | Legal Proceedings                                                                                            | 19
|         | Item 4.  | Mine Safety Disclosures                                                                                      | 19
|Part II  |          |                                                                                                              | 20
|         | Item 5.  | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 20
|         | Item 6.  | [Reserved]                                                                                                   | 21
|         | Item 7.  | Management’s Discussion and Analysis of Financial Condition and Results of Operations                        | 21
|         | Item 7A. | Quantitative and Qualitative Disclosures About Market Risk                                                   | 24
|         | Item 8.  | Financial Statements and Supplementary Data                                                                  | 24
|         | Item 9.  | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure                         | 24
|         | Item 9A. | Controls and Procedures                                                                                      | 25
|         | Item 9B. | Other Information                                                                                            | 25
|         | Item 9C. | Other Disclosure Regarding Foreign Jurisdictions that Prevent Inspections                                    | 25
|Part III |          |                                                                                                              | 25
|         | Item 10. | Directors, Executive Officers and Corporate Governance                                                       | 25
|         | Item 11. | Executive Compensation                                                                                       | 34
|         | Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters               | 34
|         | Item 13. | Certain Relationships and Related Transactions, and Director Independence                                    | 36
|         | Item 14. | Principal Accounting Fees and Services                                                                       | 37
|Part IV  |          |                                                                                                              | 38
|         | Item 15. | Exhibits, Financial Statements and Financial Statement Schedules                                             | 38
|         | Item 16. | Form 10-K Summary                                                                                            | 38





-i-







Unless otherwise stated in this report on Form 10-K, references
to:



| | • | “we,” “us,” “Company” or “our Company” are to TLGY Acquisition Corporation, a Cayman
Islands exempted company;
| | - | --------------------------------------------------------------------------------------------------------------



| | • | “amended and restated memorandum and article of association” are to the amended and restated memorandum and articles
of association of the Company;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------



| | • | “Companies Act” are to the Companies Act (As Revised) of the Cayman Islands, as amended from time to time;
| | - | ----------------------------------------------------------------------------------------------------------



| | • | “directors” are to the directors of the Company;
| | - | ------------------------------------------------



| | • | “distribution time” are to the time at which the distributable redeemable warrants will be distributed, which will
occur immediately after the initial business combination redemption time and immediately prior to the closing of our initial business
combination;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | “founder” are to Jin-Goon Kim;
| | - | ------------------------------



| | • | “founder shares” are to Class B ordinary shares initially purchased by our sponsor in a private placement prior
to our IPO and share capitalization prior to our IPO (which shares may be transferred to permitted transferees from time to time) and
the Class A ordinary shares that will be issued upon the automatic conversion of the Class B ordinary shares at the time of
our initial business combination as described herein;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | “initial business combination redemption time” are to the time at which we redeem the Class A ordinary shares
that the holders thereof have elected to redeem in connection with our initial business combination, which will occur prior to the consummation
of our initial business combination;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | “initial shareholders” are to holders of our founder shares prior to the completion of our IPO (including 30,000 founder
shares that our sponsor transferred to each of our three independent directors for $150, or $0.005 per share, 15,000 founder shares that
our sponsor transferred to Centaury Management Ltd., an investor in our sponsor, at an aggregate purchase price of $75, or $0.005 per
share, and 300,300 founder shares that our sponsor transferred to Mizuho Securities USA LLC, the representative of the underwriters of
our IPO, at an aggregate purchase price of $1,000,000, or approximately $3.33 per share, in each case, concurrent with the completion
of our IPO);
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | “management” or our “management team” are to our officers and directors;
| | - | ------------------------------------------------------------------------



| | • | “ordinary shares” are to our Class A ordinary shares and our Class B ordinary shares;
| | - | -------------------------------------------------------------------------------------



| | • | “our IPO” or “the IPO” are to our initial public offering, which we completed on December 3, 2021;
| | - | --------------------------------------------------------------------------------------------------



| | • | “public shares” are to Class A ordinary shares sold as part of the units in our IPO (whether they were purchased
in our IPO or thereafter in the open market);
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | “public shareholders” are to the holders of our public shares, including our initial shareholders and management team
to the extent our initial shareholders and/or members of our management team purchase public shares, provided that each initial shareholder’s
and member of our management team’s status as a “public shareholder” will only exist with respect to such public shares;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | “public warrants” are to the detachable redeemable warrants sold as part of the units in our IPO (whether they were
purchased in our IPO or thereafter in the open market) and to the distributable redeemable warrants issuable to the remaining holders
of our outstanding Class A ordinary shares issued in our IPO (after we redeem any Class A ordinary shares that the holders thereof
have elected to redeem in connection with our initial business combination);
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | “private placement warrants” are to the warrants issued to our sponsor in a private placement simultaneously with the
closing of our IPO;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------



| | • | “sponsor” are to TLGY Sponsors LLC, a Cayman Islands limited liability company; and
| | - | -----------------------------------------------------------------------------------



| | • | “warrants” are to our public warrants and private placement warrants.
| | - | ---------------------------------------------------------------------





-ii-







CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS



Some of the statements contained in this report on Form 10-K may
constitute “forward-looking statements” for purposes of the federal securities laws. Our forward-looking statements include,
but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies
regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or
circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,”
 “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,”
 “plan,” “possible,” “potential,” “predict,” “project,” “should,”
 “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that
a statement is not forward-looking. The forward-looking statements contained in this report are based on our current expectations and
beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting
us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are
beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed
or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to:



| | • | our ability to select an appropriate target business or businesses;
| | - | -------------------------------------------------------------------



| | • | our ability to complete our initial business combination;
| | - | ---------------------------------------------------------



| | • | our expectations around the performance of a prospective target business or businesses;
| | - | ---------------------------------------------------------------------------------------



| | • | our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business
combination;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------



| | • | our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business
or in approving our initial business combination;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | the potential incentive to consummate an initial business combination with an acquisition target that subsequently declines in value
or is unprofitable for public investors due to the low initial price of the founder shares paid by our sponsor and certain members of
our management team;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | our potential ability to obtain additional financing to complete our initial business combination;
| | - | --------------------------------------------------------------------------------------------------



| | • | our pool of prospective target businesses;
| | - | ------------------------------------------



| | • | our ability to consummate an initial business combination due to uncertainty resulting from the recent COVID-19 pandemic;
| | - | -------------------------------------------------------------------------------------------------------------------------



| | • | the ability of our officers and directors to generate a number of potential business combination opportunities;
| | - | ---------------------------------------------------------------------------------------------------------------



| | • | our public securities’ potential liquidity and trading;
| | - | -------------------------------------------------------



| | • | the lack of a market for our securities;
| | - | ----------------------------------------



| | • | use of proceeds not held in the trust account or available to us from interest income on the trust account balance;
| | - | -------------------------------------------------------------------------------------------------------------------



| | • | the trust account not being subject to claims of third parties;
| | - | ---------------------------------------------------------------



| | • | our financial performance; or
| | - | -----------------------------



| | • | the other risks and uncertainties discussed in “Risk Factors” and elsewhere in this report.
| | - | -------------------------------------------------------------------------------------------



Should one or more of these risks or uncertainties materialize, or
should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking
statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future
events or otherwise, except as may be required under applicable securities laws.





-iii-







Part I



|Item 1. | Business.
|------- | ---------



Overview



We are a newly incorporated blank check company incorporated in May 2021
as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization,
or similar business combination with one or more businesses, which we refer to throughout this report as our initial business combination.
We have not selected any specific business combination target and we have not, nor has anyone on our behalf, engaged in any substantive
discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us. We
have generated no operating revenues to date, and we may not generate operating revenues even after we consummate our initial business
combination.



While we may pursue an acquisition opportunity in any business, industry,
sector, or geographical location, we intend to focus on targets in industries where we believe our management team and our founder’s
expertise will provide us with a competitive advantage, including biopharma or technology enabled business-to-consumer (“B2C”)
industries globally. We believe the innovations in these sectors that have emerged in recent years, partly as a response to the broad
social, economic, and behavioral changes arising from the COVID-19 global pandemic, provide attractive opportunities to target high growth
companies with technology and business model innovation. For example, by virtue of our team’s industry network and our founder’s
recent investments, we have turned our attention towards certain sub-segments in healthcare, including neurology and rare diseases, where
we believe we can find attractive targets for our business combination. While we will target companies globally, we believe that our team’s
strong ties to Asia gives us an advantage in sourcing Asia-originated biopharma companies with global aspirations for the purposes of
a business combination in the U.S. market. We believe favorable innovation and regulatory trends in Asia should position us well for such
opportunities. In B2C technologies, we will look for ways to capitalize on our team’s previous work with and/or investments; for
example, we will leverage our experience in Asian gaming companies and focus on the implications of the big changes that are taking place
in the industry due to the surge in the post-COVID consumer demand for a wide range of virtual entertainment and lifestyle products. We
will not undertake an initial business combination with any entity with principal business operations in China (including Hong Kong and
Macau).



Our key differentiator is our team’s deep roots in private equity
and transformational operations that reflect the career of our founder, Jin-Goon Kim, as both a blue-chip private equity partner and a
public and private company CEO. Our founder and independent directors have had long and successful tenures as senior leaders with top
investment platforms in Asia and globally, including TPG (a leading global and Asian private equity firm), Softbank (a leading global
and Asian venture capital firm), International Finance Corporation (the private sector investment arm of the World Bank Group), and
IMM (a leading buyout and growth capital investment firm in Korea). We intend to utilize a private equity style approach in our investment
strategy and our experience in finding investments with long-term potential and we intend to secure them on favorable deal terms. In addition
to Mr. Kim’s experience as an accomplished serial transformational CEO, our two co-presidents, Dr. Theron Odlaug and Mr. Steven
Norman, have significant operational leadership experience. Dr. Odlaug and Mr. Norman have helped run, build and invest in leading
public and private companies in the global healthcare and technology-enabled consumer sectors, respectively. In the biopharma sector,
Dr. Odlaug has extensive experience both in licensing and in acquiring pipeline assets, as well as in divesting companies. One of
our independent director, Dr. Shrijay (Jay) Vijayan, possesses deep expertise in developing and commercializing new technologies
for eminent hospitals and institutions across a wide range of sectors including therapeutics, diagnostics and medical devices, rare diseases,
neurodegeneration, cancer, autoimmunity and inflammation. We believe that these skills will help us in sourcing and diligencing potential
target businesses, and in value creation after our initial business combination.



Mr. Kim has a long track record of selecting and working with
industry-leading companies in attractive macro segments, often at critical times in the industry’s evolution, and enabling those
companies to grow through disruptive technology and business model transformation. We expect that such hands-on experience will be valuable
in assessing the potential of our business combination targets and enable us to strengthen their competitive advantages post business
combination. Our founder has made significant contribution to long-term shareholder value creation across multiple industry-leading public
and private companies. For example, Li Ning’s market capitalization increased from approximately US$700 million in 2012 when Mr. Kim,
as its CEO, launched its multi-year transformation program, to over US$30 billion as of the end of August 2021. Mr. Kim assumed
the role of CEO of China Grand Auto in 2007, shortly after it was capitalized at a valuation of roughly US$500 million dollars, and in
2015 the company listed on the Shanghai Stock Exchange at a market capitalization of approximately US$15 billion. We believe that our
founder and the other members of our management team have a unique network of business contacts and relationships across a wide range
of industries in which they have worked, advised, or invested. We believe our management team, with a unique proven track record in investing
and value creation that are rooted in their operational and capital markets experience, is well positioned to take advantage of the growing
investment opportunities in the healthcare and B2C technology sectors relevant to our business strategy.





1







Competitive Differentiation



Our mission is to generate attractive risk-adjusted returns for our
shareholders. We intend to capitalize on the ability of our management team to identify, acquire and operate a business that will benefit
from their involvement by utilizing the following differentiating factors to our advantage:



| | • | Investment Expertise: decades of combined experience in private equity and venture capital investments, with dozens of successful
exits and an aggregate of well over a billion USD of capital returned to investors;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | Sourcing: deep industry expertise and a substantial proprietary network in a wide range of market segments as both investors and operators,
and a proven track record of execution in dozens of transactions; and
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | Value Creation: operational leadership and demonstrated shareholder value-creation across multiple industries and companies.
| | - | ----------------------------------------------------------------------------------------------------------------------------



Business Strategy



Our business strategy is to identify and complete our initial business
combination with a promising global company - or a company with Asia linkages with the potential to become a global company – with
a focus on biopharma or consumer businesses driven by enabling technology. We will not undertake an initial business combination with
any entity with principal business operations in China (including Hong Kong and Macau). Our selection process will be rooted in our founder
and our team’s broad network of global relationships, deep industry and operational expertise, and highly differentiated deal-sourcing
and structuring expertise that we expect will provide us with a strong pipeline of potential targets. We will focus on transformational
growth companies that seek value-added partners and will apply private equity style value creation post our business combination. Our
founder, management team, and directors have experience in:



| | • | selecting favorable target sectors based on forward-looking market dynamics;
| | - | ----------------------------------------------------------------------------



| | • | identifying and commercializing innovations with breakthrough potential in the biopharma and technology-enabled B2C sectors that have
potential to fuel sustainable and profitable growth;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | hands-on business building, transformations, and technology implementations that offer differentiated value propositions for the entrepreneur
owners and thus create proprietary deal dynamics;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | developing and executing highly focused value-creation programs to drive growth, profitability, cost reduction, and/or industry consolidation;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------



| | • | navigating large public and private businesses through a myriad of executional challenges that stem from rapid growth, large strategic
shifts, and implementation of bold and aspirational plans;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | advising leading companies and entrepreneurs globally on strategy, deal structuring, capital markets, domestic and cross-border M&A;
and
| | - | ----------------------------------------------------------------------------------------------------------------------------------------



| | • | building, guiding and /or partnering with management teams to deliver on transformative company goals.
| | - | ------------------------------------------------------------------------------------------------------



Business Combination Criteria



In line with our business strategy, we have summarized below key aspects
of our business combination criteria that we believe are important in sourcing and evaluating prospective business combination targets.
We will use these criteria as we evaluate acquisition targets, but we may decide to enter into our initial business combination with a
business that does not meet these criteria and guidelines.





2







| | • | Macro Tailwind and Key Enabling Trends: Our founder has a track record of identifying major industry inflection points in large
growth markets as opportunities to generate additional revenue and profit generation drivers for his portfolio companies. Although China
Grand Auto rode the wave of rapid industry growth of the later 2000s, we believe its business grew much faster than the market, expanding
seven times in revenues and 40 times in profits within four years, largely because our founder led the shift in its business mix from
low-margin car sales to profitable services and ancillary products just as consumer demand for these new business lines was taking off.
Similarly, our founder decisively shifted Li Ning’s core business away from generic sports fashion and leaned heavily into specialized
basketball, running and e-commerce business lines just as consumer demand for these sectors was building a critical mass in China in the
early 2010s. Recently, our founder has been exploring opportunities in the auto leasing and fintech segments in Asia, which have been
high growth areas inside the much larger base of the growing auto finance industry. In the same vein, in addition to targeting businesses
that benefit from a superior, underlying industry macro, our team will also search for major changes in market demand or industry structure
that can provide unique opportunities to accelerate growth and profitability of our target companies. For instance, in the rare disease
segment that is already growing at double digits and has the tailwind of favorable regulatory support, we will seek business combination
targets that have innovative technology development and/or commercialization strategies that we expect will help capture market share
quickly and solidify market leadership. North Asia has matured as a center for various leading-edge technology innovations, including
e-commerce, fintech, crypto and artificial intelligence. We will be looking for consumer companies that are well positioned to capitalize
on various technological innovations, and selectively consider B2B core technology extensions. We believe that, as these technology-enabled
companies become the mainstream companies, our team has the expertise to help accelerate their market expansion with fresh ideas in breakthrough
business models and operational systems.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | Value Creation through Transformation: While at McKinsey, Dell and TPG, our founder learned how to diagnose and construct winning
business models and effective operating systems that provide meaningful competitive advantage in terms of growth drivers, cost structures,
profit generation and industry restructuring. We believe that his consistent success across multiple companies and industries was due
to a faithful implementation of this strategy in local growth companies whose entrepreneur management teams had managed to build outstanding
businesses, but often without the benefit of senior executive training in the world’s leading operations. Our founder was consistently
able to accelerate the growth of local companies into industry leaders by applying breakthrough strategies and operational toolkits such
as industry roll-up, fast fashion, Supply Chain Management (“SCM”) digitization, CRM-based direct marketing and sales, SKU
optimization and product portfolio management, and Key Performance Indicator (“KPI”) driven retail productivity improvement.
Hence, we will favor targets that similarly have strong businesses and management teams with innovative technologies and/or differentiated
business models, but still have ample opportunities to benefit from global best-practices and proven playbooks that we will seek to bring
to bear. Thus, we will tend to prefer entrepreneur founders who are open to new ideas and eager to partner with us for transformational
programs. Our Co-President Steven Norman is a thought leader in sales strategies for technology businesses, both as a practitioner and
advisor, and we expect that he will provide unique insights into assessing growth levers of targets during diligence and opportunities
for accelerated growth following a business combination with us. Our team’s extensive networks of transformational operating executives,
senior executive officers, founders, venture capital and private equity sponsors give us a strong advantage in our quest to identify a
transformative target company and drive its value-creation post business integration.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | Biopharma Expertise: We believe that an aging population and favorable regulations have supported positive growth and investment
in biopharma sectors broadly, as evidenced by biopharma IPO fundraising in the United States that has increased six-fold from approximately
US$3 billion in 2016 to over US$20 billion in 2020. Since the late 2010s, our founder has also successfully invested in or has worked
with pioneers in the broadly defined healthcare industry, including serving as advisor to the board of a leading herbal health care products
platform in Asia and investing in a promising global rare disease drug development platform. Our management team and board’s experience
in the biopharma industry equip us with a wealth of scientific knowledge that can be used to assess the quality of a company’s underlying
science, market potential, competition, drug portfolio and pipeline, and preclinical and/or clinical data, and to analyze regulatory frameworks.
We will apply analytics to validate the commercial potential of target products. We will favor companies whose products have progressed
sufficiently and have a clear path to fast commercialization such that we can evaluate and reduce risk in the investment. We will search
for companies that have the potential to disrupt the industry, such as orphan drug platforms with efficient commercialization potential
and low development risk, companies targeting central nervous system disorders with differentiated and yet credible therapeutic strategies
and attractive economics, and companies that are developing aging remedies with very large addressable market applications. Our founder,
Dr. Odlaug and Dr. Vijayan’s combined ability to evaluate opportunities in this highly dynamic market will be our key
differentiation.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | Technology Expertise: Our founder started his career in the technology practice of McKinsey after which he joined Internet
Business Capital Corporation, an enterprise software venture capital firm, before moving to Dell Inc, a global leader in hardware, software
and services. He is thus well-versed in technology application and has deployed various enabling technology tools to drive most of his
corporate transformations, including digitization of SCM and operating systems and launching analytics-driven e-commerce businesses. His
belief is that technology enabled companies will increasingly become the leaders in the mainstream consumer markets; he has invested in
and/or worked with such companies as an innovative micro-brewery platform and a non-bank fintech platform that have compelling technological
advantages. Our Co-President Steve Norman has spent decades working with a wide range of technology hardware, software and services companies,
and our independent board member Donghyun Han was one of the early technology venture investors in Asia. Our combined but varied set of
experiences provides a differentiated industry network and expertise that we believe will help us identify winning target companies and
support them through their growth after the business combination.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





3







| | • | The Asia Angle: Asia is playing an increasingly important role in growth companies’ paths to global leadership, particularly
in highly dynamic biopharma and B2C technology sectors. By virtue of our team’s roots in key Asian markets, we believe that we can
be helpful in expanding our targets’ Asia presence, whether it is with respect to finding new growth opportunities or obtaining
valuable resources in Asia - and vise-versa for helping Asian companies expand into global markets. Markets around the world at times
tend to be at different development cycles and have different focal points in technical innovation; clever interplay across multiple regions
can provide a leg up in a race for global leadership. For example, innovations in certain sectors, such as segments of AI, gaming and
Fintech, are more rapidly developing in key Asian markets and thus provide interesting cross-border cooperation opportunities. Cross-border
licensing opportunities for rare disease is likewise an interesting and rapidly emerging sector in this early part of the industry cycle.
Our founder and our team see interesting biopharma innovations originating in Asia where clinical trials are on the rise and certain regulators
are promoting reforms in the healthcare industry. Further, there have been a number of US IPO’s of companies with technology that
originated in Asia. In summary, we believe that uneven development of technologies, business models and products across the world will
provide us with opportunities to identify promising targets in Asia with global aspirations. However, we will not undertake an initial
business combination with any entity with principal business operations in China (including Hong Kong and Macau).
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | Public Market Benefits: We intend to seek targets that wish, with our help, to leapfrog the process of becoming mature public
companies and to quickly capitalize on rapidly evolving market opportunities by accessing large and diversified pools of capital and uplifting
their market positioning. We prefer situations where increased public transparency, enhanced governance and disciplined financial control
would have a meaningfully positive impact on a target and to help it develop more quickly into a market leader. Historically, we believe
that companies in both of our targeted sectors tend to benefit from becoming mature public market players in shorter periods of time.
Our team’s years of combined experience in running public companies through various growth phases and various types of capital raising
can be valuable to our target companies.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



In addition, we believe our ability to complete an initial business
combination will be enhanced by our private equity-like approach to aligning our long-term interests with those of potential target shareholders
and PIPE investors.



These criteria are not intended to be exhaustive. Any evaluation relating
to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as
other considerations, factors, and criteria that our management team may deem relevant. In the event that we decide to enter into our
initial business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target
business does not meet the above criteria in our shareholder communications related to our initial business combination, which, as discussed
in this report, would be in the form of proxy solicitation materials or tender offer documents that we would file with the SEC.



Ability to Extend Time to Complete Business Combination



If we anticipate that we may not be able to consummate our initial
business combination within 15 months from December 3, 2021, we may, but are not obligated to, if requested by our sponsor or its
affiliates, extend the period of time to consummate a business combination up to six times by an additional one month each time for a
total of up to 21 months (the “Paid Extension Period”). In addition, we will be entitled to an automatic three-month extension
(the “Automatic Extension Period”) if we have filed a preliminary proxy statement, registration statement or similar filing
for an initial business combination during the 15-month period or Paid Extension Period, to complete a business combination. In the case
of the Paid Extension Period or Automatic Extension Period, public shareholders will not be offered the opportunity to vote on or redeem
their shares if we choose to make any such paid extension or in connection with an automatic extension. Pursuant to the terms of our amended
and restated memorandum and articles of association and the trust agreement entered into between us and our Trust Agent on November 30,
2021, in order to avail ourselves of the Paid Extension Period to consummate our initial business combination, our sponsor or its affiliates
or designees, upon five days advance notice prior to the applicable deadline, must deposit into the trust account for each month extension
$759,000 ($0.033 per share), on or prior to the date of the applicable deadline. Any such payments would be made in the form of a loan.
Any such time extension funding loans will be non-interest bearing and payable upon the consummation of our initial business combination.
If we complete our initial business combination, we would repay such loaned amounts out of the proceeds of the trust account released
to us. Up to $3,000,000 of such time extension funding loans may be convertible into private placement warrants of the post business combination
entity at a price of $1.00 per warrant at the option of the lender. If we do not complete a business combination, we will not repay such
loans. In the event that we receive notice from our sponsor or its affiliates five days prior to the applicable deadline of its wish for
us to effect an extension, we intend to issue a press release announcing such intention at least three days prior to the applicable deadline.
In addition, we intend to issue a press release the day after the applicable deadline announcing whether or not the funds had been timely
deposited. Our sponsor and its affiliates or designees are not obligated to fund the trust account to extend the time for us to complete
our initial business combination. For the avoidance of doubt, no amounts need to be deposited into the trust account for the Automatic
Extension Period. Our public shareholders will not be entitled to vote or redeem their shares in connection with any such paid extension
or an automatic extension. As a result, we may conduct such an extension even though a majority of our public shareholders do not support
such an extension and will not be able to redeem their shares in connection therewith.





4







Initial Business Combination



The rules of the NASDAQ and our amended and restated memorandum
and articles of association require that we must consummate an initial business combination with one or more operating businesses or assets
with a fair market value equal to at least 80% of the net assets held in the trust account (excluding the amount of any deferred underwriting
discount held in trust) at the time of our signing a definitive agreement in connection with our initial business combination. Our board
of directors will make the determination as to the fair market value of our initial business combination. If our board of directors is
not able to independently determine the fair market value of our initial business combination (including with the assistance of financial
advisors), we will obtain an opinion from an independent investment banking firm which is a member of FINRA or a valuation or appraisal
firm with respect to the satisfaction of such criteria. While we consider it likely that our board of directors will be able to make an
independent determination of the fair market value of our initial business combination, it may be unable to do so if it is less familiar
or experienced with the business of a particular target or if there is a significant amount of uncertainty as to the value of the target’s
assets or prospects, including if such company is at an early stage of development, operations or growth, or if the anticipated transaction
involves a complex financial analysis or other specialized skills and the board of directors determines that outside expertise would be
helpful or necessary in conducting such analysis. As any such opinion, if obtained, would only state that the fair market value meets
the 80% of net assets threshold, unless such opinion includes material information regarding the valuation of the target or the consideration
to be provided, it is not anticipated that copies of such opinion would be distributed to our shareholders. However, if required by Schedule
14A of the Exchange Act, any proxy solicitation materials or tender offer documents that we will file with the SEC in connection with
our initial business combination will include such opinion.



We anticipate structuring our initial business combination so that
the post transaction company in which our public shareholders own shares will own or acquire 100% of the equity interests or assets of
the target business or businesses. We may, however, structure our initial business combination such that the post transaction company
owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management
team or shareholders or for other reasons, but we will only complete such business combination if the post transaction company owns or
acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient
for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, or the Investment
Company Act. Even if the post transaction company owns or acquires 50% or more of the voting securities of the target, our shareholders
prior to the business combination may collectively own a minority interest in the post transaction company, depending on valuations ascribed
to the target and us in the business combination. For example, we could pursue a transaction in which we issue a substantial number of
new shares in exchange for all of the outstanding capital stock, shares or other equity securities of a target. In this case, we would
acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders
immediately prior to our initial business combination could own less than a majority of our issued and outstanding shares subsequent to
our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or
acquired by the post transaction company, the portion of such business or businesses that is owned or acquired is what will be taken into
account for purposes of the 80% of net assets test described above. If the business combination involves more than one target business,
the 80% of net assets test will be based on the aggregate value of all of the target businesses.



To the extent we effect our initial business combination with a company
or business that may be financially unstable or in its early stages of development or growth, we may be affected by numerous risks inherent
in such company or business. Although our management will endeavor to evaluate the risks inherent in a particular target business, we
cannot assure you that we will properly ascertain or assess all significant risk factors.



We are not prohibited from pursuing an initial business combination
with a company that is affiliated with our sponsor, officers or directors, or completing the business combination through a joint venture
or other form of shared ownership with our sponsor, officers or directors. In the event we seek to complete an initial business combination
with a target that is affiliated with our sponsor, officers or directors, we, or a committee of independent directors, would obtain an
opinion from an independent investment banking firm that is a member of FINRA or a valuation or appraisal firm that such an initial business
combination is fair to our company from a financial point of view.



Members of our management team and our independent directors will directly
or indirectly own founder shares and/or private placement warrants following this offering and, accordingly, may have a conflict of interest
in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination.
Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination
if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with
respect to our initial business combination.





5







Each of our officers and directors presently has, and any of them in
the future may have additional, fiduciary or contractual obligations to other entities, including affiliates of our sponsor and to certain
companies in which such officers or directors have invested or will invest. Subject to his or her fiduciary duties under Cayman Islands
law, none of our officers and directors who are also officers of our sponsor and/or employees of its affiliates have any obligation to
present us with any opportunity for a potential business combination of which they become aware. Accordingly, if any of our officers or
directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then current fiduciary
or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination
opportunity to such other entity, subject to their fiduciary duties under Cayman Islands law. Our amended and restated memorandum and
articles of association provide that we renounce our interest in any corporate opportunity offered to any director or officer unless such
opportunity is expressly offered to such person solely in his or her capacity as a director or officer of the company and it is an opportunity
that we are able to complete on a reasonable basis. We do not believe, however, that the fiduciary duties or contractual obligations of
our officers or directors will materially affect our ability to complete our initial business combination.



In addition, our sponsor and our officers and directors are not prohibited
from and may sponsor or form other special purpose acquisition companies similar to ours or may pursue other business or investment ventures
during the period in which we are seeking an initial business combination. Any such companies, businesses or investments may present additional
conflicts of interest in pursuing an initial business combination. However, we do not believe that any such potential conflicts would
materially affect our ability to complete our initial business combination.



Sourcing of Potential Business Combination Targets



We believe our management team’s significant operating and transaction
experience and relationships will provide us with a substantial number of potential initial business combination targets. Over the course
of their careers, the members of our management team have developed a broad network of contacts and corporate relationships around the
world. This network has grown through the activities of our management team sourcing, acquiring and financing businesses, the reputation
of our management team for integrity and fair dealing with sellers, financing sources and target management teams and the experience of
our management team in executing transactions under varying economic and financial market conditions.



This network has provided our management team with a flow of referrals
that has resulted in numerous transactions which were proprietary or where a limited group of investors were invited to participate in
the sale process. We believe that the network of contacts and relationships of our management team will provide us important sources of
investment opportunities. In addition, we anticipate that target business combination candidates will be brought to our attention from
various unaffiliated sources, including investment market participants, private equity funds and large business enterprises seeking to
divest non-core assets or divisions.



We are not prohibited from pursuing an initial business combination
with a company that is affiliated with our founder, sponsor, officers or directors, or completing the business combination through a joint
venture or other form of shared ownership with our founder, sponsor, officers or directors. In the event we seek to complete an initial
business combination with a target that is affiliated with our founder, sponsor, officers or directors, we, or a committee of independent
directors, would obtain an opinion from an independent investment banking firm that is a member of FINRA or a valuation or appraisal firm
that such an initial business combination is fair to our Company from a financial point of view.



Members of our management team and our independent directors directly
or indirectly own founder shares and/or private placement warrants following our IPO and may have a conflict of interest in determining
whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, each
of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention
or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our
initial business combination.



Each of our officers and directors presently has, and any of them in
the future may have additional, fiduciary or contractual obligations to other entities, including affiliates of our sponsor and to certain
companies in which such officers or directors have invested or will invest. Subject to his or her fiduciary duties under Cayman Islands
law, none of our officers and directors who are also officers of our sponsor and/or employees of its affiliates have any obligation to
present us with any opportunity for a potential business combination of which they become aware. Accordingly, if any of our officers or
directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then current fiduciary
or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination
opportunity to such other entity, subject to their fiduciary duties under Cayman Islands law. Our amended and restated memorandum and
articles of association provide that we renounce our interest in any corporate opportunity offered to any director or officer unless such
opportunity is expressly offered to such person solely in his or her capacity as a director or officer of the company and it is an opportunity
that we are able to complete on a reasonable basis. We do not believe, however, that the fiduciary duties or contractual obligations of
our officers or directors will materially affect our ability to complete our initial business combination.





6







In addition, our founder, sponsor and our officers and directors are
not prohibited from and may sponsor or form other special purpose acquisition companies similar to ours or may pursue other business or
investment ventures during the period in which we are seeking an initial business combination. Any such companies, businesses or investments
may present additional conflicts of interest in pursuing an initial business combination, particularly in the event there is an overlap
among investment mandates. In addition, our sponsor, officers and directors are not required to commit any specified amount of time to
our affairs, and, accordingly, will have conflicts of interest in allocating management time among various business activities, including
identifying potential business combinations and monitoring the related due diligence. Moreover, certain of our officers and directors
have, and will have in the future, time and attention requirements for current and future investment funds, accounts and co-investment
vehicles. However, we do not believe that any such potential conflicts would materially affect our ability to complete our initial business
combination.



Status as a Public Company



We believe our structure will make us an attractive business combination
partner to target businesses. As an existing public company, we offer a target business an alternative to the traditional initial public
offering through a merger or other business combination with us. In a business combination transaction with us, the owners of the target
business may, for example, exchange their shares of stock, shares or other equity interests in the target business for our Class A
ordinary shares (or shares of a new holding company) or for a combination of our Class A ordinary shares and cash, allowing us to
tailor the consideration to the specific needs of the sellers. We believe target businesses will find this method a more expeditious and
cost effective method to becoming a public company than the typical initial public offering. The typical initial public offering process
takes a significantly longer period of time than the typical business combination transaction process, and there are significant expenses
in the initial public offering process, including underwriting discounts and commissions, that may not be present to the same extent in
connection with a business combination with us.



Furthermore, once a proposed business combination is completed, the
target business will have effectively become public, whereas an initial public offering is always subject to the underwriters’ ability
to complete the offering, as well as general market conditions, which could delay or prevent the offering from occurring or could have
negative valuation consequences. Following an initial business combination, we believe the target business would then have greater access
to capital, an additional means of providing management incentives consistent with shareholders’ interests and the ability to use
its shares as currency for acquisitions. Being a public company can offer further benefits by augmenting a company’s profile among
potential new customers and vendors and aid in attracting talented employees.



While we believe that our structure and our management team’s
backgrounds will make us an attractive business partner, some potential target businesses may view our status as a blank check company,
such as our lack of an operating history and our ability to seek shareholder approval of any proposed initial business combination, negatively.



We are an “emerging growth company,” as defined in the
JOBS Act. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the
fifth anniversary of the completion of our IPO, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in
which we are deemed to be a large accelerated filer, which means the market value of our Class A ordinary shares that is held by
non-affiliates equals or exceeds $700 million as of the prior June 30th, and (2) the date on which we have issued more than
$1.0 billion in non-convertible debt during the prior three-year period.



Additionally, we are a “smaller reporting company” as defined
in Rule 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations,
including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until
the last day of the fiscal year in which (1) the market value of our shares held by non-affiliates exceeds $250 million as of the
prior June 30th, or (2) our annual revenues equaled or exceeded $100 million during such completed fiscal year and the market
value of our shares held by non-affiliates equals or exceeds $700 million as of the prior June 30th.



Effecting Our Initial Business Combination



General



We are not presently engaged in, and we will not engage in, any operations
for an indefinite period of time following our IPO. We intend to effectuate our initial business combination using cash from the proceeds
of our IPO and the private placement of the private placement warrants, the proceeds of the sale of our shares in connection with our
initial business combination (pursuant to forward purchase agreements or backstop agreements we may enter into following the consummation
of our IPO or otherwise), shares issued to the owners of the target, debt issued to bank or other lenders or the owners of the target,
or a combination of the foregoing. We may seek to complete our initial business combination with a company or business that may be financially
unstable or in its early stages of development or growth, which would subject us to the numerous risks inherent in such companies and
businesses.





7







We have 15 months from December 3, 2021 to complete an initial
business combination. However, if we anticipate that we may not be able to consummate our initial business combination within 15 months
from the consummation of our IPO, we may, but are not obligated to, if requested by our sponsor or its affiliates, extend the period of
time to consummate a business combination six times by an additional one month each time for a total of up to 21 months (the “Paid
Extension Period”). In addition, we will be entitled to an automatic three-month extension (the “Automatic Extension Period”)
if we have filed a preliminary proxy statement, registration statement or similar filing for an initial business combination during the
15-month period or Paid Extension Period, to complete a business combination. In the case of the Paid Extension Period or Automatic Extension
Period, public shareholders will not be offered the opportunity to vote on or redeem their shares if we choose to make any such paid extension
or in connection with an automatic extension. Pursuant to the terms of our amended and restated memorandum and articles of association
and the trust agreement entered into between us and Continental Stock Transfer & Trust Company, in order to avail ourselves of
the Paid Extension Period to consummate our initial business combination, our sponsor or its affiliates or designees, upon five days advance
notice prior to the applicable deadline, must deposit into the trust account for each month extension $759,000 ($0.033 per share), on
or prior to the date of the applicable deadline. Any such payments would be made in the form of a loan. Any such time extension funding
loans will be non-interest bearing and payable upon the consummation of our initial business combination. If we complete our initial business
combination, we would repay such loaned amounts out of the proceeds of the trust account released to us. Up to $3,000,000 of such time
extension funding loans may be convertible into private placement warrants of the post business combination entity at a price of $1.00
per warrant at the option of the lender. If we do not complete a business combination, we will not repay such loans. In the event that
we receive notice from our sponsor or its affiliates five days prior to the applicable deadline of its wish for us to effect an extension,
we intend to issue a press release announcing such intention at least three days prior to the applicable deadline. In addition, we intend
to issue a press release the day after the applicable deadline announcing whether or not the funds had been timely deposited. Our sponsor
and its affiliates or designees are not obligated to fund the trust account to extend the time for us to complete our initial business
combination. For the avoidance of doubt, no amounts need to be deposited into the trust account for the Automatic Extension Period. Our
public shareholders will not be entitled to vote or redeem their shares in connection with any such paid extension or an automatic extension.
As a result, we may conduct such an extension even though a majority of our public shareholders do not support such an extension and will
not be able to redeem their shares in connection therewith.



If our initial business combination is paid for using equity or debt
securities, or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial
business combination or used for redemptions of our Class A ordinary shares, we may use the balance of the cash released to us from
the trust account following the closing for general corporate purposes, including for maintenance or expansion of operations of the post-transaction
company, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the
purchase of other companies or for working capital.



We have not selected any specific business combination target and we
have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination
target with respect to an initial business combination with us. Accordingly, there is no current basis for our investors to evaluate the
possible merits or risks of the target business with which we may ultimately complete our initial business combination. Although our management
will assess the risks inherent in a particular target business with which we may combine, we cannot assure you that this assessment will
result in our identifying all risks that a target business may encounter. Furthermore, some of those risks may be outside of our control,
meaning that we can do nothing to control or reduce the chances that those risks will adversely affect a target business.



We may seek to raise additional funds through a private offering of
debt or equity securities in connection with the completion of our initial business combination and we may effectuate our initial business
combination using the proceeds of such offering rather than using the amounts held in the trust account. In addition, we intend to target
businesses with enterprise values that are greater than we could acquire with the net proceeds of our IPO and the sale of the private
placement warrants, and, as a result, if the cash portion of the purchase price exceeds the amount available from the trust account, net
of amounts needed to satisfy any redemptions by public shareholders, we may be required to seek additional financing to complete such
proposed initial business combination. Subject to compliance with applicable securities laws, we would expect to complete such financing
only simultaneously with the completion of our initial business combination. In the case of an initial business combination funded with
assets other than the trust account assets, our proxy materials or tender offer documents disclosing the initial business combination
would disclose the terms of the financing and, only if required by law, we would seek shareholder approval of such financing. There is
no limitation on our ability to raise funds through the issuance of equity or equity-linked securities or through loans, advances or other
indebtedness in connection with our initial business combination, including pursuant to forward purchase agreements or backstop agreements
we may enter into. At this time, we are not a party to any arrangement or understanding with any third party with respect to raising any
additional funds through the sale of securities or otherwise. None of our sponsor, founder, officers, directors or shareholders is required
to provide any financing to us in connection with or after our initial business combination.





8







Sources of Target Businesses



We anticipate that target business candidates will be brought to our
attention from various unaffiliated sources, including investment bankers and private investment funds. Target businesses may be brought
to our attention by such unaffiliated sources as a result of being solicited by us through calls or mailings. These sources may also introduce
us to target businesses in which they think we may be interested on an unsolicited basis, since many of these sources will have read this
report and know what types of businesses we are targeting. Our officers, directors and other initial shareholders, as well as their affiliates,
may also bring to our attention target business candidates of which they become aware through their business contacts as a result of formal
or informal inquiries or discussions they may have, as well as attending trade shows or conventions. In addition, we expect to receive
a number of proprietary deal flow opportunities that would not otherwise necessarily be available to us as a result of the track record
and business relationships of our officers, directors and other initial shareholders. While we do not presently anticipate engaging the
services of professional firms or other individuals that specialize in business acquisitions on any formal basis, we may engage these
firms or other individuals in the future, in which event we may pay a finder’s fee, consulting fee or other compensation to be determined
in an arm’s length negotiation based on the terms of the transaction. We will engage a finder only to the extent our management
determines that the use of a finder may bring opportunities to us that may not otherwise be available to us or if finders approach us
on an unsolicited basis with a potential transaction that our management determines is in our best interest to pursue. Payment of a finder’s
fee is customarily tied to completion of a transaction, in which case any such fee will be paid out of the funds held in the trust account.
In no event, however, will our sponsor or any of our existing officers or directors, or any entity with which they are affiliated, be
paid any finder’s fee, consulting fee or other compensation by the company prior to, or for any services they render in order to
effectuate, the completion of our initial business combination (regardless of the type of transaction that it is). In addition, commencing
on November 30, 2021 through the earlier of consummation of our initial business combination and our liquidation, we pay our sponsor
$15,000 per month for office space, utilities, secretarial and administrative support services provided to members of our management team.
Any such payments prior to our initial business combination will be made from funds held outside the trust account. Other than the foregoing,
there will be no finder’s fees, reimbursement, consulting fee, monies in respect of any payment of a loan or other compensation
paid by us to our sponsor, officers or directors, or any affiliate of our sponsor or officers prior to, or in connection with any services
rendered in order to effectuate, the consummation of our initial business combination (regardless of the type of transaction that it is).



We are not prohibited from pursuing an initial business combination
with a business combination target that is affiliated with our founder, sponsor, officers or directors, or from completing the business
combination through a joint venture or other form of shared ownership with our founder, sponsor, officers or directors. In the event we
seek to complete our initial business combination with a business combination target that is affiliated with our founder, sponsor, officers
or directors, we, or a committee of independent directors, would obtain an opinion from an independent investment banking firm which is
a member of FINRA or a valuation or appraisal firm, that such an initial business combination is fair to our company from a financial
point of view. We are not required to obtain such an opinion in any other context.



Evaluation of a Target Business and Structuring of Our Initial
Business Combination



In evaluating a prospective target business, we expect to conduct a
due diligence review that may encompass, among other things, meetings with incumbent management and employees, document reviews, interviews
of customers and suppliers, inspection of facilities, as applicable, as well as a review of financial, operational, legal and other information
which will be made available to us. If we determine to move forward with a particular target, we will proceed to structure and negotiate
the terms of the business combination transaction.



The time required to select and evaluate a target business and to structure
and complete our initial business combination, and the costs associated with this process, are not currently ascertainable with any degree
of certainty. Any costs incurred with respect to the identification and evaluation of, and negotiation with, a prospective target business
with which our initial business combination is not ultimately completed will result in our incurring losses and will reduce the funds
we can use to complete another business combination. The Company will not pay any consulting fees to members of our management team, or
any of their respective affiliates, for services rendered to or in connection with our initial business combination.



Lack of Business Diversification



For an indefinite period of time after the completion of our initial
business combination, the prospects for our success may depend entirely on the future performance of a single business. Unlike other entities
that have the resources to complete business combinations with multiple entities in one or several industries, it is probable that we
will not have the resources to diversify our operations and mitigate the risks of being in a single line of business. By completing our
initial business combination with only a single entity, our lack of diversification may:



| | • | subject us to negative economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact
on the particular industry in which we operate after our initial business combination, and
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | cause us to depend on the marketing and sale of a single product or limited number of products or services.
| | - | -----------------------------------------------------------------------------------------------------------





9







Limited Ability to Evaluate the Target’s Management Team



Although we intend to closely scrutinize the management of a prospective
target business when evaluating the desirability of effecting our initial business combination with that business, our assessment of the
target business’s management may not prove to be correct. In addition, the future management may not have the necessary skills,
qualifications or abilities to manage a public company. Furthermore, the future role of members of our management team, if any, in the
target business cannot presently be stated with any certainty. The determination as to whether any of the members of our management team
will remain with the combined company will be made at the time of our initial business combination. While it is possible that one or more
of our directors will remain associated in some capacity with us following our initial business combination, it is unlikely that any of
them will devote their full efforts to our affairs subsequent to our initial business combination. Moreover, we cannot assure you that
members of our management team will have significant experience or knowledge relating to the operations of the particular target business.



We cannot assure you that any of our key personnel will remain in senior
management or advisory positions with the combined company. The determination as to whether any of our key personnel will remain with
the combined company will be made at the time of our initial business combination.



Following a business combination, we may seek to recruit additional
managers to supplement the incumbent management of the target business. We cannot assure you that we will have the ability to recruit
additional managers, or that additional managers will have the requisite skills, knowledge or experience necessary to enhance the incumbent
management.



Shareholders May Not Have the Ability to Approve Our Initial
Business Combination



We may conduct redemptions without a shareholder vote pursuant to the
tender offer rules of the SEC subject to the provisions of our amended and restated memorandum and articles of association. However,
we will seek shareholder approval if it is required by law or applicable stock exchange rule, or we may decide to seek shareholder approval
for business or other reasons.



Under the NASDAQ’s listing rules, shareholder approval would
be required for our initial business combination if, for example:



| | • | We issue ordinary shares that will be equal to or in excess of 20% of the number of our ordinary shares then issued and outstanding
(other than in a public offering);
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | Any of our directors, officers or substantial security holder (as defined by NASDAQ rules) has a 5% or greater interest, directly
or indirectly, in the target business or assets to be acquired or otherwise and the present or potential issuance of ordinary shares could
result in an increase in issued and outstanding ordinary shares or voting power of 1% or more (or 5% or more if the related party involved
is classified as such solely because such person is a substantial security holder); or
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | The issuance or potential issuance of ordinary shares will result in our undergoing a change of control.
| | - | --------------------------------------------------------------------------------------------------------



Permitted Purchases of Our Securities



If we seek shareholder approval of our initial business combination
and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our sponsor,
initial shareholders, founder, directors, officers or their affiliates may purchase shares or public warrants in privately negotiated
transactions or in the open market either prior to or following the completion of our initial business combination. There is no limit
on the number of shares our initial shareholders, founder, directors, officers , advisors or their affiliates may purchase in such transactions,
subject to compliance with applicable law and the NASDAQ rules. However, they have no current commitments, plans or intentions to engage
in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds in the trust account
will be used to purchase shares or public warrants in such transactions. If they engage in such transactions, they will not make any such
purchases when they are in possession of any material non-public information not disclosed to the seller or if such purchases are prohibited
by Regulation M under the Exchange Act.



In the event that our sponsor, founder, directors, officers , advisors
or their affiliates purchase shares in privately negotiated transactions from public shareholders who have already elected to exercise
their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their shares. We do not
currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange
Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine
at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such rules.





10









The purpose of any such purchases of shares could be to (i) vote
such shares in favor of the business combination and thereby increase the likelihood of obtaining shareholder approval of the business
combination or (ii) to satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or
a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise not
be met. The purpose of any such purchases of public warrants could be to reduce the number of public warrants outstanding or to vote such
warrants on any matters submitted to the warrant holders for approval in connection with our initial business combination. Any such purchases
of our securities may result in the completion of our initial business combination that may not otherwise have been possible.



In addition, if such purchases are made, the public “float”
of our Class A ordinary shares or public warrants may be reduced and the number of beneficial holders of our securities may be reduced,
which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange.



Our sponsor, founder, officers, directors and/or their affiliates anticipate
that they may identify the shareholders with whom our initial shareholders, founder, officers, directors or their affiliates may pursue
privately negotiated purchases by either the shareholders contacting us directly or by our receipt of redemption requests submitted by
shareholders (in the case of Class A ordinary shares) following our mailing of proxy materials in connection with our initial business
combination. To the extent that our sponsor, founder, officers, directors, advisors or their affiliates enter into a private purchase,
they would identify and contact only potential selling shareholders who have expressed their election to redeem their shares for a pro
rata share of the trust account or vote against our initial business combination, whether or not such shareholder has already submitted
a proxy with respect to our initial business combination but only if such shares have not already been voted at the general meeting related
to our initial business combination. Our sponsor, founder, officers, directors, advisors or any of their affiliates will select which
shareholders to purchase shares from based on a negotiated price and number of shares and any other factors that they may deem relevant,
and will only purchase shares if such purchases comply with Regulation M under the Exchange Act and the other federal securities laws.
Our sponsor, founder, officers, directors and/or their affiliates will not make purchases of shares if the purchases would violate Section 9(a)(2) or
Rule 10b-5 of the Exchange Act. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange
Act to the extent such purchasers are subject to such reporting requirements.



Corporate Information



Our
principal executive officeis located at 4001 Kennett Pike, Suite 302, Wilmington, Delaware 19807, U.S.A, and our telephone
number is (1) 302-803-6849.



Our corporate website address is www.tlgyacquisition.com. Our website
and the information contained on, or that can be accessed through, the website are not deemed to be incorporated by reference in, and
are not considered part of, this report. You should not rely on any such information in making your decision whether to invest in our
securities.



We are a Cayman Islands exempted company. Exempted companies are Cayman
Islands companies conducting business mainly outside the Cayman Islands and, as such, are exempted from complying with certain provisions
of the Companies Act. As an exempted company, we have been approved for and received a tax exemption undertaking from the Cayman Islands
government that, in accordance with Section 6 of the Tax Concessions Act (As Revised) of the Cayman Islands, for a period of 20 years
from the date of the undertaking (May 31, 2021), no law which is enacted in the Cayman Islands imposing any tax to be levied on profits,
income, gains or appreciations will apply to us or our operations and, in addition, that no tax to be levied on profits, income, gains
or appreciations or which is in the nature of estate duty or inheritance tax will be payable (i) on or in respect of our shares,
debentures or other obligations or (ii) by way of the withholding in whole or in part of a payment of dividend or other distribution
of income or capital by us to our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation
of us.



We are an “emerging growth company,” as defined in Section 2(a) of
the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012
(the “JOBS Act”). As such, we are eligible to take advantage of certain exemptions from various reporting requirements that
are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being
required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley
Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from
the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments
not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market
for our securities and the prices of our securities may be more volatile.



In addition, Section 107 of the JOBS Act also provides that an
 “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of
the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can
delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take
advantage of the benefits of this extended transition period.





11







We will remain an emerging growth company until the earlier of (1) the
last day of the fiscal year (a) following the fifth anniversary of the completion of our IPO, (b) in which we have total annual
gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value
of our Class A ordinary shares that are held by non-affiliates equals or exceeds $700 million as of the prior June 30, and (2) the
date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. References
herein to “emerging growth company” will have the meaning associated with it in the JOBS Act.



Additionally, we are a “smaller reporting company” as defined
in Rule 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations,
including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until
the last day of the fiscal year in which (1) the market value of our shares held by non-affiliates equaled or exceeded $250 million
as of the prior June 30th, or (2) our annual revenues equaled or exceeded $100 million during such completed fiscal year and
the market value of our shares held by non-affiliates equaled or exceeded $700 million as of the prior June 30th.



Redemption Rights for Public Shareholders upon Completion of
Our Initial Business Combination



We will provide our public shareholders with the opportunity to redeem
all or a portion of their Class A ordinary shares upon the completion of our initial business combination at a per-share price, payable
in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation
of the initial business combination, including interest earned on the funds held in the trust account and not previously released to us
to pay our taxes, divided by the number of then issued and outstanding public shares, subject to the limitations and on the conditions
described herein. The amount in the trust account is initially anticipated to be $10.20 per public share. The per share amount we will
distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the
underwriters of our IPO. Our sponsor, officers, directors and other initial shareholders have, pursuant to written agreements with us,
agreed to waive their redemption rights with respect to their founder shares and (other than for the representative of the underwriters
of our IPO) any public shares they may hold in connection with the completion of our initial business combination.



Distribution of Distributable Redeemable Warrants to Holders
of Class A Ordinary Shares Not Electing Redemption



At the distribution time, we will effect a distribution of a number
of warrants equal to 5,750,000 warrants multiplied by one-fourth (the “Aggregate Warrant Amount”) on a pro-rata basis only
to holders of record of Class A ordinary shares issued in our IPO (whether such shares were acquired during or after our IPO) that
remain outstanding after we redeem any Class A ordinary shares that the holders thereof have elected to redeem in connection with
our initial business combination. Public shareholders who exercise their redemption rights are not entitled to receive any distribution
of distributable redeemable warrants in respect of such redeemed public shares. The number of distributable redeemable warrants to be
distributed in respect of each public share is contingent upon the aggregate number of public shares that are redeemed in connection with
our initial business combination but in no event will be less than one-fourth of a distributable redeemable warrant per Class A ordinary
share that is not redeemed. The contingent rights to receive distributable redeemable warrants will remain attached to our Class A
ordinary shares, will not be separately transferable, assignable or salable, and will not be evidenced by any certificate or instrument.



Our distributable redeemable warrants are otherwise identical to our
detachable redeemable warrants, including with respect to exercise price, exercisability and exercise period. No fractional distributable
redeemable warrants will be issued, no cash will be paid in lieu of fractional distributable redeemable warrants and only whole distributable
redeemable warrants will trade. The distributable redeemable warrants will be fungible with our detachable redeemable warrants and will
become tradable upon their distribution under the same stock symbol as the detachable redeemable warrants.



Limitations on Redemptions



Our amended and restated memorandum and articles of association provide
that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001. In
addition, our proposed initial business combination may impose a minimum cash requirement for (i) cash consideration to be paid to
the target or its owners, (ii) cash for working capital or other general corporate purposes or (iii) the retention of cash to
satisfy other conditions. In the event the aggregate cash consideration we would be required to pay for all Class A ordinary shares
that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed initial
business combination exceed the aggregate amount of cash available to us, we will not complete the initial business combination or redeem
any shares, and all Class A ordinary shares submitted for redemption will be returned to the holders thereof. We may, however, raise
funds through the issuance of equity-linked securities or through loans, advances or other indebtedness in connection with our initial
business combination, including pursuant to forward purchase agreements or backstop arrangements we may enter into, in order to, among
other reasons, satisfy such net tangible assets or minimum cash requirements.





12







Manner of Conducting Redemptions



We will provide our public shareholders with the opportunity to redeem
all or a portion of their Class A ordinary shares upon the completion of our initial business combination either (i) in connection
with a general meeting called to approve the business combination or (ii) without a shareholder vote by means of a tender offer.
The decision as to whether we will seek shareholder approval of a proposed business combination or conduct a tender offer will be made
by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms
of the transaction would require us to seek shareholder approval under applicable law or stock exchange listing requirement or whether
we were deemed to be a foreign private issuer (which would require a tender offer rather than seeking shareholder approval under SEC rules).
Asset acquisitions and share purchases would not typically require shareholder approval while direct mergers with our company where we
do not survive and any transactions where we issue more than 20% of our issued and outstanding ordinary shares or seek to amend our amended
and restated memorandum and articles of association would require shareholder approval. So long as we obtain and maintain a listing for
our securities on the NASDAQ, we will be required to comply with the NASDAQ’s shareholder approval rules.



The requirement that we provide our public shareholders with the opportunity
to redeem their public shares by one of the two methods listed above will be contained in provisions of our amended and restated memorandum
and articles of association and will apply whether or not we maintain our registration under the Exchange Act or our listing on the NASDAQ.
Such provisions may be amended by special resolution if approved by holders of at least 66.66% of our ordinary shares entitled to vote
thereon, so long as we offer redemption in connection with such amendment.



If we provide our public shareholders with the opportunity to redeem
their public shares in connection with a general meeting, we will, pursuant to our amended and restated memorandum and articles of association:



| | • | conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the
solicitation of proxies, and not pursuant to the tender offer rules, and
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | file proxy materials with the SEC.
| | - | ----------------------------------



In the event that we seek shareholder approval of our initial business
combination, we will distribute proxy materials and, in connection therewith, provide our public shareholders with the redemption rights
described above upon completion of the initial business combination.



If we seek shareholder approval, we will complete our initial business
combination only if we obtain an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority
of our ordinary shares represented in person or by proxy and entitled to vote thereon who attend and vote at a general meeting of the
company. A quorum for such meeting will be present if the holders of one-third of issued and outstanding shares entitled to vote at the
meeting are represented in person or by proxy. Our sponsor, officers, directors and other initial shareholders will count toward this
quorum and have agreed to vote their founder shares and (other than with respect to the representative of the underwriters) any public
shares purchased during or after our IPO (including in open market and privately-negotiated transactions) in favor of our initial business
combination. For purposes of seeking approval of an ordinary resolution, non-votes will have no effect on the approval of our initial
business combination once a quorum is obtained. As a result, in addition to our initial shareholders’ founder shares, we would need
8,625,000, or 37.5%, of the 23,000,000 public shares sold in our IPO to be voted in favor of an initial business combination in order
to have our initial business combination approved (assuming all issued and outstanding shares are voted). These quorum and voting thresholds,
and the voting agreement of our sponsor, officers, directors and other initial shareholders, may make it more likely that we will consummate
our initial business combination. Each public shareholder may elect to redeem their public shares irrespective of whether they vote for
or against the proposed transaction or whether they were a public shareholder on the record date for the general meeting held to approve
the proposed transaction.



If a shareholder vote is not required and we do not decide to hold
a shareholder vote for business or other legal reasons, we will:



| | • | conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers; and
| | - | -------------------------------------------------------------------------------------------------------------------------------



| | • | file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same
financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of
the Exchange Act, which regulates the solicitation of proxies.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



In the event we conduct redemptions pursuant to the tender offer rules,
our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act,
and we will not be permitted to complete our initial business combination until the expiration of the tender offer period. In addition,
the tender offer will be conditioned on public shareholders not tendering more than the number of public shares we are permitted to redeem.
If public shareholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete the initial
business combination





13







Upon the public announcement of our initial business combination, if
we elect to conduct redemption pursuant to the tender offer rules, we or our sponsor will terminate any plan established in accordance
with Rule 10b5-1 to purchase our Class A ordinary shares in the open market, in order to comply with Rule 14e-5 under the
Exchange Act.



We intend to require our public shareholders seeking to exercise their
redemption rights, whether they are record holders or hold their shares in “street name,” to, at the holder’s option,
either deliver their share certificates to our transfer agent or deliver their shares to our transfer agent electronically using the Depository
Trust Company’s DWAC (Deposit/Withdrawal At Custodian) system, prior to the date set forth in the proxy materials or tender offer
documents, as applicable. In the case of proxy materials, this date may be up to two business days prior to the scheduled vote on the
proposal to approve the initial business combination. In addition, if we conduct redemptions in connection with a shareholder vote, we
intend to require a public shareholder seeking redemption of its public shares to also submit a written request for redemption to our
transfer agent two business days prior to the scheduled vote in which the name of the beneficial owner of such shares is included. The
proxy materials or tender offer documents, as applicable, that we will furnish to holders of our public shares in connection with our
initial business combination will indicate whether we are requiring public shareholders to satisfy such delivery requirements. We believe
that this will allow our transfer agent to efficiently process any redemptions without the need for further communication or action from
the redeeming public shareholders, which could delay redemptions and result in additional administrative cost. If the proposed initial
business combination is not approved and we continue to search for a target company, we will promptly return any certificates or shares
delivered by public shareholders who elected to redeem their shares.



Our amended and restated memorandum and articles of association provide
that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001. In
addition, our proposed initial business combination may impose a minimum cash requirement for (i) cash consideration to be paid to
the target or its owners, (ii) cash for working capital or other general corporate purposes or (iii) the retention of cash to
satisfy other conditions. In the event the aggregate cash consideration we would be required to pay for all Class A ordinary shares
that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed initial
business combination exceed the aggregate amount of cash available to us, we will not complete the initial business combination or redeem
any shares, and all Class A ordinary shares submitted for redemption will be returned to the holders thereof. We may, however, raise
funds through the issuance of equity-linked securities or through loans, advances or other indebtedness in connection with our initial
business combination, including pursuant to forward purchase agreements or backstop arrangements we may enter into, in order to, among
other reasons, satisfy such net tangible assets or minimum cash requirements.



Limitation on Redemption upon Completion of Our Initial Business
Combination If We Seek Shareholder Approval



If we seek shareholder approval of our initial business combination
and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended
and restated memorandum and articles of association provide that a public shareholder, together with any affiliate of such shareholder
or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the
Exchange Act), will be restricted from seeking redemption rights with respect to Excess Shares without our prior consent. We believe this
restriction will discourage shareholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their
ability to exercise their redemption rights against a proposed business combination as a means to force us or our management to purchase
their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a public
shareholder holding more than an aggregate of 15% of the shares sold in our IPO could threaten to exercise its redemption rights if such
holder’s shares are not purchased by us, our sponsor or our management at a premium to the then-current market price or on other
undesirable terms. By limiting our shareholders’ ability to redeem no more than 15% of the shares sold in our IPO, we believe we
will limit the ability of a small group of shareholders to unreasonably attempt to block our ability to complete our initial business
combination, particularly in connection with a business combination with a target that requires as a closing condition that we have a
minimum net worth or a certain amount of cash.



However, we would not be restricting our shareholders’ ability
to vote all of their shares (including Excess Shares) for or against our initial business combination.





14







Delivering Share Certificates in Connection with a Tender Offer
or Redemption Rights



As
described above, we intend to require our public shareholders seeking to exercise their redemption rights, whether they are record holders
or hold their shares in “street name,” to, at the holder’s option, either deliver their share certificates to our transfer
agent or deliver their shares to our transfer agent electronically using the Depository Trust Company’s DWAC (Deposit/Withdrawal
At Custodian) system, prior to the date set forth in the proxy materials or tender offer documents, as applicable. In the case of proxy
materials, this date may be up to two business days prior to the scheduled vote on the proposal to approve the initial business combination.
In addition, if we conduct redemptions in connection with a shareholder vote, we intend to require a public shareholder seeking redemption
of its public shares to also submit a written request for redemption to our transfer agent two business days prior to the scheduled vote
in which the name of the beneficial owner of such shares is included. The proxy materials or tender offer documents, as applicable, that
we will furnish to holders of our public shares in connection with our initial business combination will indicate whether we are requiring
public shareholders to satisfy such delivery requirements. Accordingly, a public shareholder would have up to two business days prior
to the scheduled vote on the initial business combination if we distribute proxy materials, or from the time we send out our tender offer
materials until the close of the tender offer period, as applicable, to submit or tender its shares if it wishes to seek to exercise its
redemption rights. In the event that a shareholder fails to comply with these or any other procedures disclosed in the proxy or tender
offer materials, as applicable, its shares may not be redeemed. Given the relatively short exercise period, it is advisable for shareholders
to use electronic delivery of their public shares.



There is a nominal cost associated with the above-referenced process
and the act of certificating the shares or delivering them through the DWAC system. The transfer agent will typically charge the broker
submitting or tendering shares a fee of approximately $80.00 and it would be up to the broker whether or not to pass this cost on to the
redeeming holder. However, this fee would be incurred regardless of whether or not we require holders seeking to exercise redemption rights
to submit or tender their shares. The need to deliver shares is a requirement of exercising redemption rights regardless of the timing
of when such delivery must be effectuated.



The foregoing is different from the procedures used by many blank check
companies. In order to perfect redemption rights in connection with their business combinations, many blank check companies would distribute
proxy materials for the shareholders’ vote on an initial business combination, and a holder could simply vote against a proposed
business combination and check a box on the proxy card indicating such holder was seeking to exercise his or her redemption rights. After
the business combination was approved, the company would contact such shareholder to arrange for him or her to deliver his or her certificate
to verify ownership. As a result, the shareholder then had an “option window” after the completion of the business combination
during which he or she could monitor the price of the company’s shares in the market. If the price rose above the redemption price,
he or she could sell his or her shares in the open market before actually delivering his or her shares to the company for cancellation.
As a result, the redemption rights, to which shareholders were aware they needed to commit before the general meeting, would become “option”
rights surviving past the completion of the business combination until the redeeming holder delivered its certificate. The requirement
for physical or electronic delivery prior to the meeting ensures that a redeeming shareholder’s election to redeem is irrevocable
once the business combination is approved.



If our initial business combination is not approved or completed for
any reason, then our public shareholders who elected to exercise their redemption rights would not be entitled to redeem their shares
for the applicable pro rata share of the trust account. In such case, we will promptly return any certificates delivered by public holders
who elected to redeem their shares.



If our initial proposed business combination is not completed, we may
continue to try to complete a business combination with a different target until 15 months from the closing of our IPO (or up to 24 months,
as described in more detail in this report, as applicable).



Redemption of Public Shares and Liquidation If No Initial Business
Combination



Our amended and restated memorandum and articles of association provide
that we will have only within 15 months from the closing of our IPO (or up to 24 months as described in more detail in this report, as
applicable) to complete our initial business combination. If we do not complete our initial business combination within such period, we
will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than
ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit
in the trust account, including interest earned on the funds held in the trust account (less taxes payable and up to $100,000 of interest
to pay dissolution expenses), divided by the number of then issued and outstanding public shares, which redemption will completely extinguish
public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any) and (iii) as
promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors,
liquidate and dissolve, subject in the case of clauses (ii) and (iii) to our obligations under Cayman Islands law to provide
for claims of creditors and in all cases subject to the other requirements of applicable law. There will be no redemption rights or liquidating
distributions with respect to our distributable redeemable warrants, which will expire worthless if we fail to complete our initial business
combination within the 15-month (or up to 24-month as described in more detail in this report, as applicable) time period.



Our sponsor, officers, directors and other initial shareholders have,
pursuant to written agreements with us, waived their rights to liquidating distributions from the trust account with respect to any founder
shares held by them if we fail to complete our initial business combination within 15 months from the closing of our IPO (or up to 24
months as described in more detail in this report, as applicable). However, if our sponsor or management team acquire public shares in
or after our IPO, they will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail
to complete our initial business combination within the allotted 15-month (or up to 24-month as described in more detail in this report,
as applicable) time period.





15







Our sponsor, officers, directors and other initial shareholders have
agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated memorandum and articles
of association (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business
combination or to redeem 100% of our public shares if we do not complete our initial business combination within 15 months from the closing
of our IPO (or up to 24 months as described in more detail in this report, as applicable) or (B) with respect to any other material
provisions relating to shareholders’ rights or pre-initial business combination activity, unless we provide our public shareholders
with the opportunity to redeem their public shares upon approval of any such amendment at a per-share price, payable in cash, equal to
the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously
released to us to pay our taxes, divided by the number of then issued and outstanding public shares. However, we may not redeem our public
shares in an amount that would cause our net tangible assets to be less than $5,000,001. If this optional redemption right is exercised
with respect to an excessive number of public shares such that we cannot satisfy the net tangible asset requirement, we would not proceed
with the amendment or the related redemption of our public shares at such time.



We expect that all costs and expenses associated with implementing
our plan of dissolution, as well as payments to any creditors, will be funded from amounts held outside the trust account ($1,452,706
as of December 31, 2021), although we cannot assure you that there will be sufficient funds for such purpose. However, if those funds
are not sufficient to cover the costs and expenses associated with implementing our plan of dissolution, to the extent that there is any
interest accrued in the trust account not required to pay income taxes on interest income earned on the trust account balance, we may
request the trustee to release to us an additional amount of up to $100,000 of such accrued interest to pay those costs and expenses.



If we were to expend all of the net proceeds of our IPO and the sale
of the private placement warrants, other than the proceeds deposited in the trust account, and without taking into account interest, if
any, earned on the trust account, the per-share redemption amount received by shareholders upon our dissolution would be approximately
$10.20. The proceeds deposited in the trust account could, however, become subject to the claims of our creditors which would have higher
priority than the claims of our public shareholders. We cannot assure you that the actual per-share redemption amount received by shareholders
will not be substantially less than $10.20. While we intend to pay such amounts, if any, we cannot assure you that we will have funds
sufficient to pay or provide for all creditors’ claims.



Although
we will seek to have all vendors, service providers, prospective target businesses and other entities with which we do business execute
agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit
of our public shareholders, there is no guarantee that they will execute such agreements or even if they execute such agreements that
they would be prevented from bringing claims against the trust account including but not limited to fraudulent inducement, breach of fiduciary
responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain
an advantage with respect to a claim against our assets, including the funds held in the trust account. If any third party refuses to
execute an agreement waiving such claims to the monies held in the trust account, our management will consider whether competitive alternatives
are reasonably available to us and will only enter into an agreement with such third party if management believes that such third party’s
engagement would be in the best interests of the company under the circumstances. Examples of possible instances where we may engage a
third party that refuses to execute a waiver include the engagement of a third party consultant whose particular expertise or skills are
believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where
management is unable to find a service provider willing to execute a waiver. Our independent registered public accounting firm and the
underwriters of our IPO have not executed agreements with us waiving such claims to the monies held in the trust account. In addition,
there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of,
any negotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason. In order to protect
the amounts held in the trust account, our sponsor has agreed that it will be liable to us if and to the extent any claims by a third
party for services rendered or products sold to us, or a prospective target business with which we have entered into a written letter
of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the trust account
to below the lesser of (i) $10.20 per public share and (ii) the actual amount per public share held in the trust account as
of the date of the liquidation of the trust account, if less than $10.20 per share due to reductions in the value of the trust assets,
less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed
a waiver of any and all rights to the monies held in the trust account (whether or not such waiver is enforceable) nor will it apply to
any claims under our indemnity of the underwriters of our IPO against certain liabilities, including liabilities under the Securities
Act. However, we have not asked our sponsor to reserve for such indemnification obligations, nor have we independently verified whether
our sponsor has sufficient funds to satisfy its indemnity obligations and we believe that our sponsor’s only assets are securities
of our Company. Therefore, we cannot assure you that our sponsor would be able to satisfy those obligations. As a result, if any such
claims were successfully made against the trust account, the funds available for our initial business combination and redemptions could
be reduced to less than $10.20 per public share. In such event, we may not be able to complete our initial business combination, and you
would receive such lesser amount per share in connection with any redemption of your public shares.





16







None of our officers or directors will indemnify us for claims by third
parties including, without limitation, claims by vendors and prospective target businesses.



In the event that the proceeds in the trust account are reduced below
the lesser of (i) $10.20 per public share and (ii) the actual amount per public share held in the trust account as of the date
of the liquidation of the trust account if less than $10.20 per share due to reductions in the value of the trust assets, in each case
less taxes payable, and our sponsor asserts that it is unable to satisfy its indemnification obligations or that it has no indemnification
obligations related to a particular claim, our independent directors would determine whether to take legal action against our sponsor
to enforce its indemnification obligations. While we currently expect that our independent directors would take legal action on our behalf
against our sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their
business judgment may choose not to do so in any particular instance if, for example, the cost of such legal action is deemed by the independent
directors to be too high relative to the amount recoverable or if the independent directors determine that a favorable outcome is not
likely. Accordingly, we cannot assure you that due to claims of creditors the actual value of the per-share redemption price will not
be less than $10.20 per share.



We will seek to reduce the possibility that our sponsor will have to
indemnify the trust account due to claims of creditors by endeavoring to have all vendors, service providers (except for our independent
registered public accounting firm), prospective target businesses or other entities with which we do business execute agreements with
us waiving any right, title, interest or claim of any kind in or to monies held in the trust account. Our sponsor will also not be liable
as to any claims under our indemnity of the underwriters of our IPO against certain liabilities, including liabilities under the Securities
Act. We may have access to the amounts held outside the trust account ($1,452,706 as of December 31, 2021) with which to pay any
such potential claims (including costs and expenses incurred in connection with our liquidation, currently estimated to be no more than
approximately $100,000) but these amounts may be spent on expenses incurred as a result of being a public company or due diligence expenses
on prospective business combination candidates. In the event that we liquidate and it is subsequently determined that the reserve for
claims and liabilities is insufficient, shareholders who received funds from our trust account could be liable for claims made by creditors.



If we file a bankruptcy or insolvency petition or an involuntary bankruptcy
or insolvency petition is filed against us that is not dismissed, the proceeds held in the trust account could be subject to applicable
bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims
of our shareholders. To the extent any bankruptcy claims deplete the trust account, we cannot assure you we will be able to return $10.20
per share to our public shareholders. Additionally, if we file a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency
petition is filed against us that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor
and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy
court could seek to recover some or all amounts received by our shareholders. Furthermore, our board of directors may be viewed as having
breached its fiduciary duty to our creditors and/or may have acted in bad faith, and thereby exposing itself and our company to claims
of punitive damages, by paying public shareholders from the trust account prior to addressing the claims of creditors. We cannot assure
you that claims will not be brought against us for these reasons.



Our public shareholders will be entitled to receive funds from the
trust account only (i) in the event of the redemption of our public shares if we do not complete our initial business combination
within 15 months from the closing of our IPO (or up to 24 months as described in more detail in this report, as applicable), subject to
applicable law, (ii) in connection with a shareholder vote to amend our amended and restated memorandum and articles of association
to (A) modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or
to redeem 100% of our public shares if we do not complete our initial business combination within 15 months from the closing of our IPO
(or up to 24 months as described in more detail in this report, as applicable) or (B) with respect to any other material provisions
relating to shareholders’ rights or pre-initial business combination activity or (iii) if they redeem their respective shares
for cash upon the completion of our initial business combination. In no other circumstances will a shareholder have any right or interest
of any kind to or in the trust account. In the event we seek shareholder approval in connection with our initial business combination,
a shareholder’s voting in connection with the business combination alone will not result in a shareholder’s redeeming its
shares to us for an applicable pro rata share of the trust account. Such shareholder must have also exercised its redemption rights described
above. These provisions of our amended and restated memorandum and articles of association, like all provisions of our amended and restated
memorandum and articles of association, may be amended with a shareholder vote.



Competition



In identifying, evaluating and selecting a target business for our
initial business combination, we may encounter competition from other entities having a business objective similar to ours, including
other special purpose acquisition companies, private equity groups and leveraged buyout funds, public companies and operating businesses
seeking strategic acquisitions. Many of these entities are well established and have extensive experience identifying and effecting business
combinations directly or through affiliates. Moreover, many of these competitors possess similar or greater financial, technical, human
and other resources than us. Our ability to acquire larger target businesses will be limited by our available financial resources. This
inherent limitation gives others an advantage in pursuing the acquisition of a target business. Furthermore, our obligation to pay cash
in connection with our public shareholders who exercise their redemption rights may reduce the resources available to us for our initial
business combination and our issued and outstanding warrants, and the future dilution they potentially represent, may not be viewed favorably
by certain target businesses. Either of these factors may place us at a competitive disadvantage in successfully negotiating an initial
business combination.





17







Facilities



We maintain our principal executive office at 4001 Kennett Pike, Suite 302,
Wilmington, Delaware 19807, U.S.A. Our telephone number is (1) 302-803-6849. We consider our current office space adequate for our
current operations.



Employees



We currently have three executive officers. These individuals are not
obligated to devote any specific number of hours to our matters but they intend to devote as much of their time as they deem necessary
to our affairs until we have completed our initial business combination. The amount of time they will devote in any time period will vary
based on whether a target business has been selected for our initial business combination and the stage of the business combination process
we are in. We do not intend to have any full time employees prior to the completion of our initial business combination.



Periodic Reporting and Financial Information



We have registered our units, Class A ordinary shares and warrants
under the Exchange Act and have reporting obligations, including the requirement to file annual, quarterly and current reports with the
SEC. In accordance with the requirements of the Exchange Act, our annual reports will contain financial statements audited and reported
on by our independent registered public accountants.



We will provide shareholders with audited financial statements of the
prospective target business as part of the proxy solicitation materials or tender offer documents sent to shareholders to assist them
in assessing the target business. In all likelihood, these financial statements will need to be prepared in accordance with, or reconciled
to, GAAP or IFRS, depending on the circumstances, and the historical financial statements may be required to be audited in accordance
with the standards of the PCAOB. These financial statement requirements may limit the pool of potential target businesses we may conduct
an initial business combination with because some targets may be unable to provide such statements in time for us to disclose such statements
in accordance with federal proxy rules and complete our initial business combination within the prescribed time frame. We cannot
assure you that any particular target business identified by us as a potential business combination candidate will have financial statements
prepared in accordance with the requirements outlined above, or that the potential target business will be able to prepare its financial
statements in accordance with the requirements outlined above. To the extent that these requirements cannot be met, we may not be able
to acquire the proposed target business. While this may limit the pool of potential business combination candidates, we do not believe
that this limitation will be material.



We will be required to evaluate our internal control procedures for
the fiscal year ending December 31, 2022 as required by the Sarbanes-Oxley Act. Only in the event we are deemed to be a large accelerated
filer or an accelerated filer, and no longer qualify as an emerging growth company, will we be required to have our internal control procedures
audited. A target business may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of their internal
controls. The development of the internal controls of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the
time and costs necessary to complete any such business combination.



We are a Cayman Islands exempted company. Exempted companies are Cayman
Islands companies conducting business mainly outside the Cayman Islands and, as such, are exempted from complying with certain provisions
of the Companies Act. As an exempted company, we have been approved for and received a tax exemption undertaking from the Cayman Islands
government that, in accordance with Section 6 of the Tax Concessions Act (As Revised) of the Cayman Islands, for a period of 20 years
from the date of the undertaking (May 31, 2021), no law which is enacted in the Cayman Islands imposing any tax to be levied on profits,
income, gains or appreciations will apply to us or our operations and, in addition, that no tax to be levied on profits, income, gains
or appreciations or which is in the nature of estate duty or inheritance tax will be payable (i) on or in respect of our shares,
debentures or other obligations or (ii) by way of the withholding in whole or in part of a payment of dividend or other distribution
of income or capital by us to our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation
of us.



We are an “emerging growth company,” as defined in Section 2(a) of
the Securities Act, as modified by the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting
requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited
to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure
obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding
a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the
prices of our securities may be more volatile.





18







In addition, Section 107 of the JOBS Act also provides that an
 “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of
the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can
delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take
advantage of the benefits of this extended transition period.



We will remain an emerging growth company until the earlier of (1) the
last day of the fiscal year (a) following the fifth anniversary of the completion of our IPO, (b) in which we have total annual
gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value
of our Class A ordinary shares that are held by non-affiliates exceeds $700 million as of the prior June 30th, and (2) the
date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period.



Item 1A. Risk Factors



As a smaller reporting company, we are not required to include risk
factors in this report. However, below is a partial list of material risks, uncertainties and other factors that could have a material
effect on our Company and our operations:



| | • | we are an early stage Company with no revenue or basis to evaluate our ability to select a suitable business target;                                                                                                              
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | • | we may not be able to select an appropriate target business or businesses and complete our initial business combination in the prescribed
time frame;                                                                             
| | • | our expectations around the performance of a prospective target business or businesses may not be realized;                                                                                                                       
| | • | we may not be successful in retaining or recruiting required officers, key employees or directors following our initial business combination;                                                                                     
| | • | our officers and directors may have difficulties allocating their time between the Company and other businesses and may potentially
have conflicts of interest with our business or in approving our initial business combination;
| | • | we may not obtain additional financing to complete our initial business combination or reduce the number of shareholders requesting
redemption;                                                                                   
| | • | you may not be given the opportunity to choose the initial business combination target or to vote on the initial business combination;                                                                                            
| | • | trust account funds may not be protected against third party claims or bankruptcy;                                                                                                                                                
| | • | an active market for our public securities may not develop and you will have limited liquidity and trading;                                                                                                                       
| | • | the availability to us of funds from interest income on the trust account balance may be insufficient to operate our business prior
to our initial business combination; and                                                      
| | • | our financial performance following a business combination with an entity may be negatively affected by their lack of an established
record of revenue, cash flows, earnings and experienced management.                          



For the complete list of risks relating to our Company and our operations,
see the section titled “Risk Factors” contained in our prospectus filed with the SEC on December 3, 2021.



Item 1B. Unresolved Staff Comments.



None.



Item 2. Properties.



We
do not own any real estate or other physical properties materially important to our operations. We maintain our principal executive offices
at 4001 Kennett Pike, Suite 302, Wilmington, Delaware 19807, U.S.A. Our telephone number is (1) 302-803-6849.We consider
our current office space adequate for our current operations.



Item 3. Legal Proceedings.



There is no material litigation, arbitration or governmental proceeding
currently pending against us or any members of our management team in their capacity as such.



Item 4. Mine Safety Disclosures.



Not applicable.





19







Part II



Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.



Market Information



Our units, Class A ordinary shares and redeemable warrants are
each traded on the Nasdaq Global Market under the symbols “TLGYU,” “TLGY” and “TLGYW, respectively. Our
units commenced public trading on December 1, 2021, and our Class A ordinary shares and redeemable warrants commenced public
trading on January 21, 2022.



Holders of Record



On March 30, 2022, there was one holder of record of our units,
one holder of record of our Class A ordinary shares, six holders of record of our Class B ordinary shares and one holder of
record of our public warrants. The number of holders of record does not include a substantially greater number of “street name”
holders or beneficial holders whose units, Class A ordinary shares and warrants are held of record by banks, brokers and other financial
institutions.



Dividends



We have not paid any cash dividends on our ordinary shares to date
and do not intend to pay cash dividends prior to the completion of a business combination. The payment of cash dividends in the future
will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition subsequent to completion
of a business combination. The payment of any cash dividends subsequent to a business combination will be within the discretion of our
board of directors at such time. If we incur any indebtedness, our ability to declare dividends may be limited by restrictive covenants
we may agree to in connection therewith.



Securities Authorized for Issuance Under Equity Compensation Plans



None.



Recent Sales of Unregistered Securities; Use of Proceeds from Registered
Offerings



None.



Unregistered Sales



The sales of the founder shares and private placement warrants to our
sponsor and our initial shareholders as described in our prospectus filed with the SEC on December 3, 2021 were deemed to be exempt
from registration under the Securities Act, in reliance on Section 4(a)(2) of the Securities Act as transactions by an issuer
not involving a public offering.



Use of Proceeds



On December 3, 2021, we consummated our IPO of 20,000,000 units
at $10.00 per unit, generating gross proceeds of $200,000,000. Each Unit consists of (i) one Class A ordinary share of the
Company, par value $0.0001 per share, (ii) one-half of one detachable redeemable warrant of the Company, and (iii) a contingent
right to receive at least one-fourth of one redeemable warrant following the initial business combination redemption time. Mizuho Securities
USA LLC served as the underwriters of our IPO. The securities sold in our IPO were registered under the Securities Act on registration
statements on Form S-1 (Registration Nos. 333-260242 and 333-261431). The SEC declared the registration statement effective on November 30,
2021.



Simultaneously with the consummation of our IPO, we completed the private
sale of an aggregate of 10,659,500 warrants to our sponsor at a purchase price of $1.00 per private placement warrant, generating gross
proceeds of $10,659,500. Such securities were issued pursuant to the exemption from registration contained in Section 4(a)(2) of
the Securities Act.



The private placement warrants are identical to the warrants sold as
part of the units sold in our IPO, except that the private placement warrants, so long as they are held by our sponsor or its permitted
transferees, (i) are not redeemable by us, (ii) may not, subject to certain limited exceptions, be transferred, assigned or
sold by such holders until 30 days after the completion of our initial business combination (including the Class A common shares
issuable upon exercise of such private placement warrants), (iii) may be exercised by the holders on a cashless basis and (iv) will
be entitled to registration rights. No underwriting discounts or commissions were paid with respect to such sales.





20







On December 8, 2021, we consummated the closing of the sale of
an additional 3,000,000 units (the “Option Units”) at $10.00 per Option Unit, pursuant to the full exercise of over-allotment
option by the underwriters of our IPO, generating gross proceeds of $30,000,000. We also consummated the closing of the sale of an additional
600,000 private placement warrants at $1.00 per private placement warrant (“Additional Private Placement Warrants”) to the
sponsor, generating gross proceeds of $600,000.



We paid a total of $4,000,000 in underwriting fees and $1,533,689
for other costs and expenses related to our IPO. In addition, the underwriters agreed to defer $8,650,000 in underwriting fees and such
fees are payable upon the completion of our initial business combination.



An aggregate of $234,600,000 of the proceeds from our IPO (including
the Option Units) and the private placement with the sponsor (including the Additional Private Placement Warrants) was placed in the trust
account. There has been no material change in the planned use of proceeds from our IPO as described in our prospectus filed with the SEC
on December 3, 2021.



Purchases of Equity Securities by the Issuer and Affiliated Purchasers



None.



Item 6. [Reserved]



Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.



The following discussion and analysis should be read in conjunction
with the financial statements and related notes included elsewhere in this report. This discussion contains forward-looking statements
reflecting our current expectations, estimates and assumptions concerning events and financial trends that may affect our future operating
results or financial position. Actual results and the timing of events may differ materially from those contained in these forward-looking
statements due to a number of factors, including those discussed in the sections of this report entitled “Risk Factors” and
 “Forward-Looking Statements” and elsewhere in this report.



Overview



We are a blank check company incorporated on May 21, 2021 as a
Cayman Islands exempted company and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase,
reorganization or similar business combination with one or more businesses. We have not selected any specific business combination target
and we have not, nor has anyone on our behalf, engaged in any substantive discussions directly or indirectly, with any business combination
target with respect to an initial business combination with us. We intend to effectuate our initial business combination using cash from
the proceeds of our IPO and the private placement of the private placement warrants, the proceeds of the sale of our shares in connection
with our initial business combination (pursuant to forward purchase agreements or backstop agreements we may enter into following the
consummation of our IPO or otherwise), shares issued to the owners of the target, debt issued to bank or other lenders or the owners of
the target, or a combination of the foregoing. We expect to incur significant costs in the pursuit of our initial business combination.
We cannot assure you that our plans to raise capital or to complete our initial business combination will be successful.



Results of Operations



We have neither engaged in any operations nor generated any revenues
to date. Our only activities from May 21, 2021 (inception) through December 31, 2021 have been organizational activities and
those necessary to prepare for our IPO, and subsequent to our initial public offering, identifying a target company for a business combination.
We do not expect to generate any operating revenues until after completion of our initial business combination. We generate non-operating
income in the form of interest income on cash and cash equivalents held in the trust account. We incur expenses as a result of being a
public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.



For the period from May 21, 2021 (inception) through
December 31, 2021, we had net income of $2,162,761, which was primarily due to a change in fair value of derivative warrant
liabilities of $3,436,685, which was partially offset by general and administrative costs of $816,357 and offering costs allocated
to warrant liability of $442,567.



Liquidity and Capital Resources



On December 3, 2021, we consummated our IPO
of 20,000,000 units at a price of $10.00 per unit, generating gross proceeds of $200,000,000. Simultaneously with the closing of our
IPO, we consummated the sale of 10,659,500 private placement warrants to our sponsor at a price of $1.00 per private placement warrant
generating gross proceeds of $10,659,500.





21







On
December 8, 2021,we consummated the closing of the sale of an additional 3,000,000 Option Units at $10.00 per Option Unit,
pursuant to the full exercise of over-allotment option by the underwriters of our IPO, generating gross proceeds of $30,000,000. We
also consummated the closing of the sale of an additional 600,000 private placement warrants at $1.00 per private placement warrant (“Additional
Private Placement Warrants”) to our sponsor, generating gross proceeds of $600,000. An aggregate of $234,600,000  of the proceeds
from our IPO (including the Option Units) and the private placement with our sponsor (including the Additional Private Placement Warrants)
was placed in the trust account. We incurred $14,183,689 in transaction costs, including $4,000,000 of underwriting fees paid at our
IPO, $8,650,000 of deferred underwriting fees and $1,533,689 of offering expenses.



As
of December 31, 2021, we had investments  held in the trust account of $234,600,000.We intend to use substantially
all of the funds held in the trust account, including any amounts representing interest earned on the trust account (excluding deferred
underwriting commissions), to complete our initial business combination. We may withdraw interest to pay our taxes, if any. To the extent
that our equity or debt is used, in whole or in part, as consideration to complete our initial business combination, the remaining proceeds
held in the trust account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions
and pursue our growth strategies.



As
of December 31, 2021, we had cash held outside the trust account of $1,452,706.
We intend to use these funds to primarily identify and evaluate target businesses, perform business due diligence on prospective target
businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or
owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a
business combination.



We do not believe we will need to raise additional funds in order to
meet the expenditures required for operating our business prior to our initial business combination. However, if our estimates of the
costs of identifying a target business, undertaking in-depth due diligence and negotiating an initial business combination are less than
the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our initial business combination.
In order to fund working capital deficiencies or finance transaction costs in connection with an intended initial business combination
or to extend our time period for consummating an initial business combination, our sponsor and its affiliates or designees may, but are
not obligated to, loan us funds as may be required. Such loans will be non-interest bearing. If we complete our initial business combination,
we would repay such loaned amounts. In the event that our initial business combination does not close, we may use a portion of the working
capital held outside the trust account to repay working capital loaned amounts and time extension loaned amounts but no proceeds from
our trust account would be used for such repayment. Up to $1,500,000 of such working capital loans and up to $3,000,000 of loans made
to extend our time period for consummating an initial business combination (as described elsewhere in this report) may be convertible
into private placement warrants of the post-business combination entity at a price of $1.00 per warrant at the option of the lender. Such
warrants would be identical to the private placement warrants. Except for the foregoing, the terms of such loans, if any, have not been
determined and no written agreements exist with respect to such loans. Prior to the completion of our initial business combination, we
do not expect to seek loans from parties other than our sponsor or an affiliate of our sponsor as we do not believe third parties will
be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account.



Off-balance Sheet Arrangements; Commitments and Contractual Obligations



As of December 31, 2021, we did not have any off-balance sheet
arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K and did not have any commitments or contractual obligations other
than obligations disclosed herein.



Contractual Obligations



Administrative Services Agreement



Commencing on November 30, 2021, and until the earlier of the
completion of our initial business combination or liquidation, we will pay our sponsor $15,000 per month for office space, utilities,
secretarial and administrative support services provided to members of our management team.



Registration Rights



The holders of the founder shares, private placement warrants and any
warrants that may be issued upon conversion of the working capital loans and loans made to extend our time period for consummating an
initial business combination (and in each case holders of their component securities, as applicable) will have registration rights to
require us to register a sale of any of our securities held by them pursuant to a registration rights agreement signed on November 30,
2021, requiring us to register such securities for resale (in the case of the founder shares, only after conversion to our Class A
ordinary shares). The holders of these securities are entitled to make up to three demands, excluding short form demands, that we register
such securities. In addition, In addition, these holders will have “piggy-back” registration rights to include their
securities in other registration statements filed by the Company. We will bear the expenses incurred in connection with the filing of
any such registration statements.





22







Underwriting Agreement



The underwriters or our IPO were entitled to a cash underwriting discount
of 2.0% of the gross proceeds of the IPO, or $4,000,000, which have been paid at the closing of the IPO. In addition, the underwriters
have agreed to defer underwriting commissions of 3.5% of the gross proceeds of the IPO of 20,000,000 units and underwriting commissions
of 5.5% of the gross proceeds of the over-allotment option units of 3,000,000 units, or $8,650,000 in aggregate, which will be paid to
the underwriters from the funds held in the trust account upon and concurrently with the completion of our initial business combination.



CriticalAccounting Estimates and Policies:



The
preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United
States (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities,
disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported.
Actual results could materially differ from those estimates. The Company has identified the following as its critical accounting
estimates and policies:



A
critical accounting estimate to our financial statements is the estimated fair value of our warrant liability. Fair value is defined as
the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants
at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value.
The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements)
and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:



| | • | Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;
| | - | ---------------------------------------------------------------------------------------------------------------------



| | • | Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Warrant Liabilities



We
account for the warrants in accordance with the guidance contained in ASC 815-40, under which the warrants do not meet the criteria for
equity treatment and must be recorded as liabilities. Accordingly, we classify the warrants as liabilities at their fair value and adjust
the warrants to fair value at each reporting period. These liabilities are subject to re-measurement at each balance sheet date until
exercised, and any change in fair value is recognized in the statements of operations. Changes in the estimated fair value of the warrants
are recognized as a non-cash gain or loss on the statements of operations.



The
public warrants for periods where no observable trade price was available are valued using a Monte Carlo simulation. For periods subsequent
to the detachment of the public warrants from the Units, the public warrant quoted market price was used as the fair value as of each
relevant date. The fair value of the private placement warrants was determined using a Black-Scholes-Merton model.



Class A Ordinary
Shares Subject to Possible Redemption



We
account for our ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”)
Topic 480 “Distinguishing Liabilities from Equity.” Class A Ordinary shares subject to mandatory redemption (if any)
are classified as a liability instrument and is measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares
that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain
events not solely within our control) is classified as temporary equity. At all other times, ordinary shares are classified as shareholders’
equity. Our Class A ordinary shares feature certain redemption rights that are considered to be outside of our control and subject
to occurrence of uncertain future events. Accordingly, Class A ordinary shares subject to possible redemption is presented as temporary
equity, outside of the shareholders’ equity section of our balance sheet.





23







Net Income per Ordinary
Share



Net
income per ordinary share is computed by dividing net income by the weighted average number of ordinary shares outstanding during the
period. We apply the two-class method in calculating earnings per share. The net income is allocated to each class of shares using an
allocation of total shares, which is then divided by the total shares for the respective class.



We
did not consider the effect of the warrants issued in connection with the initial public offering and the private placement in the calculation
of diluted income per share because their exercise is contingent upon future events. As a result, diluted net income per ordinary share
is the same as basic net income per ordinary share. Accretion associated with the redeemable Class A ordinary shares is excluded
from income per ordinary share as the redemption value approximates fair value.



Recent Accounting
Pronouncements



In
August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, Debt – Debt with Conversion
and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting
for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies accounting for
convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions
that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per
share calculation in certain areas. The Company adopted ASU 2020-06 on May 21, 2021 (inception). Adoption of the ASU did not impact
the Company’s financial position, results of operations or cash flows.



Management
does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material
effect on our financial statements.



JOBS Act



The JOBS Act contains provisions that, among other things, relax certain
reporting requirements for qualifying public companies. We qualify as an “emerging growth company” and under the JOBS Act
are allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies.
We are electing to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting
standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. As a result, our financial
statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective
dates.



Additionally, we are in the process of evaluating the benefits of relying
on the other reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, if, as
an “emerging growth company,” we choose to rely on such exemptions we may not be required to, among other things, (i) provide
an independent registered public accounting firm’s attestation report on our system of internal controls over financial reporting
pursuant to Section 404, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public
companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted
by the PCAOB regarding mandatory audit firm rotation or a supplement to the report of the independent registered public accounting firm
providing additional information about the audit and the financial statements (auditor discussion and analysis), and (iv) disclose
certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of
the CEO’s compensation to median employee compensation. These exemptions will apply for a period of five years following the completion
of our IPO or until we are no longer an “emerging growth company,” whichever is earlier.



Item 7A. Quantitative and Qualitative Disclosures About Market Risk.



We are a smaller reporting company as defined by Rule 12b-2 of
the Exchange Act and are not required to provide the information required under this item.



Item 8. Financial Statements and Supplementary Data.



This information appears following Item 15 of this report on Form 10-K
and is included herein by reference.



Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.



None.





24







Item 9A. Controls and Procedures.



Evaluation of Disclosure Controls and Procedures



Disclosure controls and procedures are controls and other procedures
that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded,
processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures
include, without limitation, controls and procedures designed to ensure that information required to be disclosed in company reports filed
or submitted under the Exchange Act is accumulated and communicated to management, including our principal executive officer and principal
financial and accounting officer, to allow timely decisions regarding required disclosure.



As of December 31, 2021, as required by Rules 13a-15 and 15d-15 under
the Exchange Act, our principal executive officer and principal financial and accounting officer carried out an evaluation of the effectiveness
of the design and operation of our disclosure controls and procedures. Based upon their evaluation, our Chief Executive Officer and Chief
Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange
Act) were effective.



Management’s Report on Internal Controls Over Financial
Reporting



This report on Form 10-K does not include a report of management’s
assessment regarding internal control over financial reporting or an attestation report of our independent registered public accounting
firm due to a transition period established by rules of the SEC for newly public companies.



Changes in Internal Control over Financial Reporting



There was no change in our internal control over financial reporting
that occurred during the period covered by this report on Form 10-K that has materially affected, or is reasonably likely to materially
affect, our internal control over financial reporting.



Item 9B. Other Information.



None.



Item 9C. Other Disclosure Regarding Foreign Jurisdictions that Prevent
Inspections.



Not applicable



Part III



Item 10. Directors, Executive Officers and Corporate Governance.



Officers and Directors



As of the date of this report, our officers and directors were as follows:



|Name                   |  | Age |    |  | Position
|---------------------- |  | --- | -- |  | --------
|Jin-Goon Kim           |  |     | 54 |  |         
|Theron (Ted) E. Odlaug |  |     | 72 |  |         
|Steven Norman          |  |     | 56 |  |         
|Shrijay Vijayan        |  |     | 54 |  |         
|Donghyun Han           |  |     | 54 |  |         
|Hyunchan Cho           |  |     | 53 |  |         



Jin-Goon
Kim, Chairman and Chief Executive Officer



Mr. Jin-Goon
Kim is our Founder, Chairman and Chief Executive Officer. Mr. Kim has two decades of senior leadership experience in private
equity investment and as a serial transformational CEO in industry leading public and private companies. He has made important industry
contributions and notable achievements as a CEO, which have been recognized by the Outstanding Growth award at the 2009 TPG Annual CEO
Conference, 2009 Dealership Group of the Year and 2012 Most Innovative Business Model from 21st Century Media Group, a leading Chinese
financial media group, and 2010 Top Ten Men of the Year in the Auto Retail Industry in a forum co-sponsored by top Chinese media and industry
associations.





25









Immediately prior to founding TLGY Holdings LLC in May 2021, Mr. Kim
focused on global, high growth investments with strong potential to benefit from attractive emerging macro trends and in which he could
apply his experience implementing business transformation to drive value creation. Since 2018, Mr. Kim has served as an independent
director of the board and on the nomination committee of DongDu International Group. From 2006 to 2016 Mr. Kim was with TPG Capital,
a leading global private equity firm, where he served as a Partner and a member of its Asia investment review committee. In his capacity
as a TPG partner, Mr. Kim also served as a CEO or transformation leader of multiple TPG portfolio companies, often in parallel. Mr. Kim’s
investment and operational focus was co-leading TPG’s four major transformational investments across China’s core consumer
sectors. Each of the four investments had a differentiated value creation angle in the form of a disruptive business model and/or technology;
they collectively returned well over a billion dollars to TPG’s investors (namely, about US$700 million from China Grand Auto, roughly
US$700 million from Unitrust, and over US$200 million collectively for Li Ning and Daphne). From 2012 to 2014, Mr. Kim served as
CEO and Vice Chairman of Li Ning Company Limited, a leading sportswear brand in China with more than US$2 billion of annual sales in 2020,
where he devised and launched a brand transformation that helped salvage the company from financial distress and laid the foundation for
its ultimate revival as a leading brand and a company that today has a market capitalization greater than US$30 billion. Mr. Kim
served from 2011 to 2015 as a Board member of Daphne International Holdings Limited, a leading women’s footwear brand in China,
where he led the shoe industry’s first successful wholesale implementation of fast retail and digitization of supply chain management
that sharply uplifted sales, profits, and market capitalization of what had been a stagnant business prior to his engagement. Mr. Kim
from 2007 to 2011 served as CEO and Vice Chairman of China Grand Automotive Services Group Co. Ltd, during which time he helped pioneer
the company’s retail roll-up in China and the digitization of the company’s management system to grow the company’s
sales by seven times and to take it from a #11 mid-size platform in China to the #1 auto retail and services company both in China and
in the world. Within a few years thereafter, the company listed on the Shanghai Stock Exchange and reached a market capitalization of
approximately US$15 billion. Mr. Kim also served from 2009 to 2010 as a Board member of UniTrust Group, a leading Chinese independent
equipment leasing company, during which time he helped build a management team and formulate a new strategy that transformed a start-up
operation into a large sector leader that would eventually list on the Hong Kong Stock Exchange at a market capitalization of approximately
US$2 billion. Before joining TPG Capital, Mr. Kim served from 2002 to 2006 as President of Dell Korea, the Korean affiliate of Dell,
a global leader in hardware, software and services with more than $60 billion in annual sales in 2020. He successfully led the implementation
of Dell’s direct model in Korea for the first time, thereby firmly establishing Dell as a leading player in a market where it had
previously struggled to secure a meaningful market presence or to build a profitable business. Mr. Kim served from 2000 to 2002 as
a Vice President of Internet Business Capital Corporation, a Cambridge, Massachusetts based early-stage venture capital firm that helped
found or participated in early investments in successful ventures including Cambridge Technology Partners and Razorfish. Mr. Kim
started his career in 1996 in the Seoul and Boston offices of McKinsey & Company, a global management consultancy. Mr. Kim
earned an MPP from the Kennedy School of Government at Harvard College, a diploma from the Hopkins-Nanjing Centre, and an AB in East Asian
Languages and Civilizations and Government from Harvard College.



Theron E. Odlaug, Co-President



Dr. Theron
E. Odlaug, PhD is our Co-President. Dr. Odlaug has more than 40 years of experience as a CEO, Board Member and Senior
Executive of pharmaceutical and allied companies. Dr. Odlaug has since 2019 served as Vice President of the Board and fundraiser
for the Dravet Syndrome Foundation, a non-profit organization dedicated to raising research funds and offering research grants for syndrome-specific
research with a novel approach for Dravet syndrome, a rare and catastrophic form of epilepsy beginning in childhood. Since 2021, Dr. Odlaug
has served as a Board Member of Ascendia Pharmaceuticals Inc, a specialty pharmaceutical company dedicated to developing enhanced formulations
of existing drug products and enabling formulations for pre-clinical and clinical stage drug candidates. Since
2022 he has served as Chairman of the Board of Pharma Nobis LLC , which provides contract manufacturing and private label services for
consumer healthcare companies and retailers in the United States.



Since 2006, he has been the Managing Partner of EIR Healthcare Consultants
LLC, which provides consulting services to pharmaceutical companies. By way of example, in 2011 he served as an advisor to Takeda in their
pre-merger planning for the integration of Nycomed’s operations. Since 2017, he has served as a Venture Partner at Signet Healthcare
Partners, a growth-stage healthcare investor with aggregate capital commitments of over $400 million and investments in more than 50 companies.
In his role as Partner and Signet Operating Executive, he has been instrumental in two successful exits for Signet. Dr. Odlaug has
also served from 2015 to 2017 as CEO and Managing Director of Leon Nanodrugs GmbH, an early-stage nano-technology formulation company,
and as a member of its Supervisory Board from 2017 to 2020. From 2017 to 2018, Dr. Odlaug also laterally served as Executive Chairman
and Acting CEO of Impopharma Inc, a provider of development services for nasal and pulmonary drug products. From 2014 to 2016, he also
served as a Board Member of Apicore US LLC. He was the lead of a special committee of the board that explored an exit for shareholders
that ultimately resulted in the company’s 2016 acquisition by Medicure. From 2013 to 2014, Dr. Odlaug also served as Executive
Chairman of Cedarburg Hauser Pharmaceuticals Inc, a privately held active pharmaceutical ingredient contract manufacturer. At Cedarburg,
Mr. Odlaug was brought in to lead and coordinate the exit process, resulting in successful sale to AMRI in 2014. Prior to joining
Signet Healthcare Partners, Dr. Odlaug served from 2011 to 2013 as Executive Chairman and CEO of Planet Biopharmaceuticals Inc.,
a privately held specialty pharmaceutical company focused on allergy extracts and other allergy control products and portfolio company
of Aisling Capital. At Planet, he divested the allergy control products division and led a successful 2013 sale of the allergy extract
business to Ares Life Sciences. Prior to joining Planet Biopharmaceuticals, Dr. Odlaug served from 2008 to 2011 as COO, President,
and CEO of CyDex Pharmaceuticals Inc., a privately held portfolio company of Signet Healthcare Partners, delivering pharmaceutical products
and licensing its technology based upon the Captisol drug formulation technology platform. One product highlight was the completion of
the Phase II clinical study of a Captisol formulation of melphalan, now marketed as Evomela. An exit for shareholders was completed in
2011 when the company was acquired by Ligand Pharmaceuticals. From 1992 to 2006, Dr. Odlaug held roles including EVP and COO, at
Astellas, a global pharmaceutical company formed by the 2005 merger of Fujisawa and Yamanouchi. Under his watch at Fujisawa, the company
launched three hospital products AmBisome, Adenoscan, and Mycamine, and the dermatology product Protopic. He led the team for the divestiture
of the generic drug division to APP in 1998 as part of a successful strategy to focus on branded drugs in the USA. Prior to Astellas /Fujisawa,
he held a senior leadership role at Bayer AG. Dr. Odlaug earned a PhD in Environmental Health from the University of Minnesota and
an MS and BS in Biology from the University of Missouri, Kansas City.





26







Steven
Norman,Co-President, Chief Financial Officer and Executive Director



Mr. Steven
Norman is our Co-President and Chief Financial Officer and serves on our Board of Directors as an Executive Director. Mr. Norman
is a seasoned Asia-Pacific technology industry executive whose specialties include corporate turnarounds and growth. Mr. Norman has
more than 20 years of experience as an executive and a director in the Asia-Pacific technology space. Most recently, Mr. Norman was
the Founder of Growth Acumen, a consulting firm focused on helping technology and SaaS companies accelerate growth in Asia-Pacific. From
2008 to 2016, Mr. Norman served as Asia-Pacific Managing Director for Targus, the global leader in notebook cases and technology
solutions where he managed all functions across 12 countries and helped grow the revenues and profits of the business significantly. From
2007 to 2011, Mr. Norman served first as the Head of Strategy and Operations and then as a board member from 2008 onwards at a wagering
and sports betting company in Australia. From 1993 to 2006, Mr. Norman was part of the Dell Executive Team in Asia Pacific, helping
to grow the company from a startup to a multi-billion-dollar business. He helped establish the Dell China business and built the Home &
Small Business Division in India. Mr. Norman is also a global thought leader in sales and marketing best practices for technology
companies, having written a book on this topic. Mr. Norman completed the Wharton Advanced Management Program (AMP) in 2012 and holds
a Post Graduate Diploma in Management from Macquarie University.



Shrijay Vijayan, Independent Director



Dr. Shrijay
Vijayan, PhD is our independent director. Dr. Vijayan has 16 years of experience in biomedical technology commercialization
during which time he has been involved in the assessment as well as development of a large variety of technologies, including therapeutics,
diagnostics and medical devices in areas ranging from rare diseases to neurodegeneration, cancer, autoimmunity, and inflammation. Dr. Vijayan
has worked at both public/private institutions as well as at eminent hospitals and Universities. Since 2019, Dr. Vijayan has served
as Director of Innovation and Technology Commercialization at the Hospital for Special Surgery, the number one ranked orthopedics hospital
in the United States, where he has been closely involved with the assessment and commercialization of biologics and pharmaceuticals for
autoimmune indications. From 2012 to 2014, he served as Associate Director, Innovation and Technology Transfer and later between
2014 and 2018, also as Head of Innovation and Technology Transfer at Rush University Medical Center (Rush), a nationally ranked academic
medical center. Dr. Vijayan was closely involved in the assessment of commercialization potential of clinical assets that originated
from Rush including several phase 2 assets in immuno-oncology and a women’s contraceptive that completed Phase 3 clinical trials
and was eventually approved by the FDA. In addition to the various clinical assets, Dr. Vijayan was also closely involved in the
assessment of commercialization potential and licensing of technologies including therapeutics for rare diseases and neurodegenerative
diseases, diagnostics for cancer and kidney diseases as well as medical devices for neurovascular diseases. From 2007 to 2012, Dr. Vijayan
was Co-Founder and Director of Business Development and Scientific Affairs at Optimal Vision Corporation, a seed stage medical device
company developing laser technology for treatment of Presbyopia, an aging condition where the eyes lose their ability to focus on close
objects. From 2010 to 2012, Dr. Vijayan served as Director of Biomedical Licensing and Assistant Director of Technology Commercialization
at Rutgers University, where he promoted innovative biomedical technologies with the goal of monetizing them through licensing transactions.
While at Rutgers, Dr. Vijayan was responsible for assessment and commercialization of a large portfolio of biomedical and pharmaceutical
technologies ranging from novel therapeutics for infectious diseases and cancer to biomedical engineering and novel pharmaceutical manufacturing
processes. Dr. Vijayan began his career in Technology commercialization as Associate Technology Manager at the University of Illinois
at Chicago (UIC) in 2005, and from 2006 to 2010, he served as Technology Manager at UIC where he was involved in the assessment and commercialization
of various therapeutics including those for sleep apnea, depression, and addiction. Dr. Vijayan earned a PhD in Biology from the
City University of New York and an MBA from the UIC. Subsequent to earning his doctoral degree, Dr. Vijayan completed post-doctoral
training, conducting research in neurodegeneration, cancer, and autoimmunity at The University of Chicago.





27







Donghyun Han, Independent Director



Mr. Donghyun
Han, CFA is our independent director. Mr. Han brings over 20 years of experience as a technology investor and entrepreneur,
primarily in Korea. Mr. Han has since 2016 been the Director and a Shareholder of ST Invictus Partners, a start-up advisory and investment
company in Hong Kong. Since 2020, Mr. Han has been a Board Member and the Chair of the Audit Committee of Solid Inc., a KOSDAQ-listed
Korean telecom equipment company with a market cap of approximately KRW374 billion (US$306 million as of March 2022). Since 2018,
Mr. Han has served as Independent Non-Executive Director and Deputy Chair of the Audit Committee for KEB Hana Global Finance, a Hong
Kong subsidiary bank of Hana Financial Group. From 2008 to 2011, he was a Senior Vice President in the Strategic Investment Department
at KT Corporation, one of South Korea’s largest telecommunications companies. From 2001 to 2007, Mr. Han was Partner and Head
of Korea Office at SAIF, a leading Asian private equity firm that was, until its spin off in 2006, a subsidiary of Softbank Group, the
Japanese multinational conglomerate holding company. From 2000 to 2001, Mr. Han was a Vice President and General Partner at Softbank
Korea & Softbank Ventures Korea, the Korean arm of Softbank Group. Mr. Han obtained an MBA from the Stanford Graduate School
of Business and a BA in Business Administration from Seoul National University.



Hyunchan Cho, Independent Director



Mr. Hyunchan
Cho is our independent director. Mr. Cho brings over 20 years of experience in his successful career in investing. Since
2019, Mr. Cho has served as a partner and the Head of Infrastructure Investment for IMM Investment, a leading Korean alternative
asset investment firm. He has also since 2019 served as the CEO of IMM Asset Management, the overseas affiliate of IMM Investment. From
1999 to 2019, Mr. Cho held various positions at the International Finance Corporation (IFC), the private sector arm of the World
Bank Group including Director for Asia-Pacific Infrastructure and Natural Resources, and Senior Country Manager for China, Korea and Mongolia.
Mr. Cho obtained a PhD in Civil Engineering from the University of Tokyo, a master’s degree in Civil Engineering from Stanford
University, and a BS in Civil Engineering from Yonsei University in South Korea.



Number and Terms of Office of Officers and Directors



Our board of directors consists of five members. Each director serves
a two-year term . In accordance with NASDAQ corporate governance requirements, we are not required to hold an annual general meeting until
one year after our first fiscal year end following our listing on the NASDAQ. Only holders of Class B ordinary shares will have the
right to appoint directors in any general meeting held prior to or in connection with the completion of our initial business combination.
Holders of our public shares will not have the right to appoint any directors to our board of directors prior to our initial business
combination. Our officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for
specific terms of office. Our board of directors is authorized to appoint officers as it deems appropriate pursuant to our amended and
restated memorandum and articles of association.



Director Independence



NASDAQ listing standards require that a majority of our board of directors
be independent, subject to phase-in rules and a limited exception. Under the NASDAQ listing standards, an “independent director”
is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a
relationship with the company which in the opinion of the company’s board of directors, could interfere with the director’s
exercise of independent judgment in carrying out the responsibilities of a director. Our board of directors has determined that each of
Dr. Shrijay Vijayan, Donghyun Han and Hyunchan Cho is an “independent director” as defined in the NASDAQ listing standards
and applicable SEC rules.



Officer and Director Compensation



None of our officers or directors have received any cash compensation
for services rendered to us. However, we currently pay each of Theron E. Odlaug and Steven Norman a monthly fee of $3,000 each beginning
December 3, 2021. Commencing on November 30, 2021 through the earlier of consummation of our initial business combination and
our liquidation, we pay our sponsor $15,000 per month for office space, utilities, secretarial and administrative support services provided
to members of our management team. In addition, our sponsor, officers and directors, or any of their respective affiliates will be reimbursed
for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and
performing due diligence on suitable business combinations. Our audit committee will review on a quarterly basis all payments that were
made to our sponsor, officers or directors, or our or their affiliates. Any such payments prior to an initial business combination will
be made from funds held outside the trust account. Other than quarterly audit committee review of such reimbursements, we do not expect
to have any additional controls in place governing our reimbursement payments to our directors and officers for their out-of-pocket expenses
incurred in connection with our activities on our behalf in connection with identifying and consummating an initial business combination.
Other than these payments and reimbursements, no compensation of any kind, including finder’s and consulting fees, will be paid
by the company to our sponsor, officers and directors, or any of their respective affiliates, prior to completion of our initial business
combination.





28







After the completion of our initial business combination, directors
or members of our management team who remain with us may be paid consulting or management fees from the combined company. All of these
fees will be fully disclosed to shareholders, to the extent then known, in the proxy solicitation materials or tender offer materials
furnished to our shareholders in connection with a proposed initial business combination. We have not established any limit on the amount
of such fees that may be paid by the combined company to our directors or members of management. It is unlikely the amount of such compensation
will be known at the time of the proposed initial business combination, because the directors of the post-combination business will be
responsible for determining officer and director compensation. Any compensation to be paid to our officers will be determined, or recommended
to the board of directors for determination, either by a compensation committee constituted solely by independent directors or by a majority
of the independent directors on our board of directors.



We do not intend to take any action to ensure that members of our management
team maintain their positions with us after the consummation of our initial business combination, although it is possible that some or
all of our officers and directors may negotiate employment or consulting arrangements to remain with us after our initial business combination.
The existence or terms of any such employment or consulting arrangements to retain their positions with us may influence our management’s
motivation in identifying or selecting a target business but we do not believe that the ability of our management to remain with us after
the consummation of our initial business combination will be a determining factor in our decision to proceed with any potential business
combination. We are not party to any agreements with our officers and directors that provide for benefits upon termination of employment.



Committees of the Board of Directors



Our
board of directors has three standing committees: an audit committee, a compensation committee and a nominating and corporate governance
committee. Subject to phase-in rules and limited exceptions, the rules of NASDAQ and Rule 10A-3 of the Exchange Act require
that the audit committee of a listed company be comprised solely of independent directors. Subject to phase-in rules and limited
exceptions, the rules of NASDAQ require that the compensation committee and the nominating committee of a listed company be comprised
solely of independent directors. Each operates under a charter that has been approved by our board and has the composition and responsibilities
described below. The charter of each committeeis available on our website www.tlgyacquisition.com.



Audit Committee



Dr. Shrijay Vijayan, Mr. Donghyun Han and Mr. Hyunchan
Cho serve as members of our audit committee. Mr. Donghyun Han serves as the chair of the audit committee.



Under NASDAQ listing standards and applicable SEC rules, all the directors
on the audit committee must be independent. Each member of the audit committee is financially literate and our board of directors has
determined that Donghyun Han qualifies as an “audit committee financial expert” as defined in applicable SEC rules and
has accounting or related financial management expertise.



We have adopted an audit committee charter, which details the principal
functions of the audit committee, including:



| | • | assisting board oversight of (1) the integrity of our financial statements, (2) our compliance with legal and regulatory
requirements, (3) our independent auditor’s qualifications and independence, and (4) the performance of our internal audit
function and independent auditors; the appointment, compensation, retention, replacement, and oversight of the work of the independent
auditors and any other independent registered public accounting firm engaged by us;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | pre-approving all audit and non-audit services to be provided by the independent auditors or any other registered public accounting
firm engaged by us, and establishing pre-approval policies and procedures; reviewing and discussing with the independent auditors all
relationships the auditors have with us in order to evaluate their continued independence;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | setting clear policies for audit partner rotation in compliance with applicable laws and regulations; obtaining and reviewing a report,
at least annually, from the independent auditors describing (1) the independent auditor’s internal quality-control procedures
and (2) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any
inquiry or investigation by governmental or professional authorities, within the preceding five years respecting one or more independent
audits carried out by the firm and any steps taken to deal with such issues;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | meeting to review and discuss our annual audited financial statements and quarterly financial statements with management and the independent
auditor, including reviewing our specific disclosures under “Item 7. Management’s Discussion and Analysis of Financial Condition
and Results of Operations;” reviewing and approving any related party transaction required to be disclosed pursuant to Item 404
of Regulation S-K promulgated by the SEC prior to us entering into such transaction; and;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | reviewing with management, the independent auditors, and our legal advisors, as appropriate, any legal, regulatory or compliance matters,
including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material
issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated
by the Financial Accounting Standards Board, the SEC or other regulatory authorities;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





29







Compensation Committee



Dr. Shrijay Vijayan, Mr. Donghyun Han and Mr. Hyunchan
Cho serve as members of our compensation committee. Dr. Shrijay Vijayan serves as the chair of the compensation committee.



We have adopted a compensation committee charter, which details the
principal functions of the compensation committee, including:



| | • | reviewing and approving on an annual basis the corporate goals and objectives relevant to our chief executive officer’s compensation,
evaluating our chief executive officer’s performance in light of such goals and objectives and determining and approving the remuneration
(if any) of our chief executive officer’s based on such evaluation;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | reviewing and making recommendations to our board of directors with respect to the compensation, and any incentive compensation and
equity based plans that are subject to board approval of all of our other officers;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | reviewing our executive compensation policies and plans;
| | - | --------------------------------------------------------



| | • | implementing and administering our incentive compensation equity-based remuneration plans;
| | - | ------------------------------------------------------------------------------------------



| | • | assisting management in complying with our proxy statement and annual report disclosure requirements;
| | - | -----------------------------------------------------------------------------------------------------



| | • | approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our officers
and employees;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------



| | • | producing a report on executive compensation to be included in our annual proxy statement; and
| | - | ----------------------------------------------------------------------------------------------



| | • | reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.
| | - | --------------------------------------------------------------------------------------------------



Notwithstanding the foregoing, as indicated above, other than the payment
to our sponsor of $15,000 per month, for office space, utilities and secretarial and administrative support and reimbursement of expenses,
no compensation of any kind, including finders, consulting or other similar fees, will be paid to any of our existing shareholders, founder,
officers, directors or any of their respective affiliates, prior to, or for any services they render in order to effectuate the consummation
of an initial business combination. Accordingly, it is likely that prior to the consummation of an initial business combination, the compensation
committee will only be responsible for the review and recommendation of any compensation arrangements to be entered into in connection
with such initial business combination.



The charter also provides that the compensation committee may, in its
sole discretion, retain or obtain the advice of a compensation consultant, independent legal counsel or other adviser and will be directly
responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice
from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence
of each such adviser, including the factors required by the NASDAQ and the SEC.



Nominating and Corporate Governance Committee



Dr. Shrijay Vijayan, Mr. Donghyun Han and Mr. Hyunchan
Cho serve as members of our nominating and corporate governance committee. Mr. Hyunchan Cho serves as the chair of the nominating
and corporate governance committee.



We have adopted a nominating and corporate governance committee charter,
which details the principal functions of the nominating and corporate governance committee, including:



| | • | identifying, screening and reviewing individuals qualified to serve as directors, consistent with criteria approved by the board,
and recommending to the board of directors candidates for nomination for appointment at the annual general meeting or to fill vacancies
on the board of directors;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | developing and recommending to the board of directors and overseeing implementation of our corporate governance guidelines;
| | - | ---------------------------------------------------------------------------------------------------------------------------



| | • | coordinating and overseeing the annual self-evaluation of the board of directors, its committees, individual directors and management
in the governance of the company; and
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | reviewing on a regular basis our overall corporate governance and recommending improvements as and when necessary.
| | - | ------------------------------------------------------------------------------------------------------------------





30







The charter also provides that the nominating and corporate governance
committee may, in its sole discretion, retain or obtain the advice of, and terminate, any search firm to be used to identify director
candidates, and will be directly responsible for approving the search firm’s fees and other retention terms.



We
have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess.
In general, in identifying and evaluating nominees for director, the board of directors considers educational background, diversity of
professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent
the best interests of our shareholders. Prior to our initial business combination, holders of our public shares will not have the right
to recommend director candidates for nomination to our board of directors.



Compensation Committee Interlocks and Insider Participation



None of our officers currently serves, or in the past year has served,
as a member of the compensation committee of any entity that has one or more officers serving on our board of directors.



Section 16(a) Beneficial Ownership Reporting Compliance



Section 16(a) of the Exchange Act requires our officers,
directors and persons who beneficially own more than 10% of our ordinary shares to file reports of ownership and changes in ownership
with the SEC. These reporting persons are also required to furnish us with copies of all Section 16(a) forms they file. Based
solely upon a review of such forms, we believe that during the year ended December 31, 2021 there were no delinquent filers.



Code of Business Conduct and Ethics and Committee Charters



We have adopted a Code of Business Conduct and Ethics applicable to
our directors, officers and employees. We have filed a copy of our Code of Business Conduct and Ethics as an exhibit to this report. You
will be able to review this document by accessing our public filings at the SEC’s web site at www.sec.gov. In addition, a copy of
the Code of Business Conduct and Ethics and the charters of the committees of our board of directors will be provided without charge upon
request from us. If we make any amendments to our Code of Business Conduct and Ethics other than technical, administrative or other non-substantive
amendments, or grant any waiver, including any implicit waiver, from a provision of the Code of Business Conduct and Ethics applicable
to our principal executive officer, principal financial officer principal accounting officer or controller or persons performing similar
functions requiring disclosure under applicable SEC or the NASDAQ rules, we will disclose the nature of such amendment or waiver on our
website. The information included on our website is not incorporated by reference into this report or in any other report or document
we file with the SEC, and any references to our website are intended to be inactive textual references only.



Conflicts of Interest



Under Cayman Islands law, directors and officers owe the following
fiduciary duties:



| | • | duty to act in good faith in what the director or officer believes to be in the best interests of the company as a whole;
| | - | -------------------------------------------------------------------------------------------------------------------------



| | • | duty to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose;
| | - | ----------------------------------------------------------------------------------------------------------------



| | • | directors should not improperly fetter the exercise of future discretion;
| | - | -------------------------------------------------------------------------



| | • | duty to exercise powers fairly as between different sections of shareholders;
| | - | -----------------------------------------------------------------------------



| | • | duty not to put themselves in a position in which there is a conflict between their duty to the company and their personal interests;
and
| | - | -----------------------------------------------------------------------------------------------------------------------------------------



| | • | duty to exercise independent judgment.
| | - | --------------------------------------



In addition to the above, directors also owe a duty of care which is
not fiduciary in nature. This duty has been defined as a requirement to act as a reasonably diligent person having both the general knowledge,
skill and experience that may reasonably be expected of a person carrying out the same functions as are carried out by that director in
relation to the company and the general knowledge skill and experience of that director.





31







As set out above, directors have a duty not to put themselves in a
position of conflict and this includes a duty not to engage in self-dealing, or to otherwise benefit as a result of their position. However,
in some instances what would otherwise be a breach of this duty can be forgiven and/or authorized in advance by the shareholders provided
that there is full disclosure by the directors. This can be done by way of permission granted in the memorandum and articles of association
or alternatively by shareholder approval at general meetings.



Each of our officers and directors presently has, and any of them in
the future may have additional, fiduciary or contractual obligations to other entities, including affiliates of our sponsor and to certain
companies in which such officers or directors have invested or will invest. Subject to his or her fiduciary duties under Cayman Islands
law, none of our officers and directors who are also officers of our sponsor and/or employees of its affiliates have any obligation to
present us with any opportunity for a potential business combination of which they become aware. Accordingly, if any of our officers or
directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary
or contractual obligations, he or she may honor his or her fiduciary or contractual obligations to present such business combination opportunity
to such entity, subject always to their fiduciary duties under Cayman Islands law. Our amended and restated memorandum and articles of
association provide that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity
is expressly offered to such person solely in his or her capacity as a director or officer of the company and it is an opportunity that
we are able to complete on a reasonable basis. We do not believe, however, that the fiduciary duties or contractual obligations of our
officers or directors will materially affect our ability to complete our initial business combination.



Below is a table summarizing the entities to which our officers and
directors currently have fiduciary duties or contractual obligations:



|Individual       | Entity                                                                                                                                                                                       | Type of Business                                                                                            | Affiliation                                                                                                                                                         
|---------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Jin-Goon Kim     | DongDu International Group
    
    Longhua Innovation Capital Limited
    Longhua Innovation Capital Investment Corporation LLC
    TLGY Holdings LLC                                       | Real estate
    
    Investment holding
    
    Investment holding
    
    Investment holding             | Independent Director of the board and serves in the nomination committee
    Sole director
    
    Manager
    
    Manager                                        
|Theron E. Odlaug | Dravet Syndrome Foundation
    Ascendia Pharmaceuticals Inc.
    
    Pharma Nobis LLC.                                                                                                      | Non-profit research organization
    Contract development and manufacturing
    
    Contract manufacturing | Director of the board
    Director of the board and serves on the compensation committee
    
    Chairman of the board                                             
|Steven Norman    | Growth Acumen Pty Ltd                                                                                                                                                                        | Technology consulting                                                                                       | Director of the board                                                                                                                                               
|Shrijay Vijayan  | Hospital for Special Surgery                                                                                                                                                                 | Hospital                                                                                                    | Director of Innovation and Technology Commercialization                                                                                                             
|Donghyun Han     | ST Invictus Partners Limited
    Solid Inc.
    
    KEB Hana Global Finance                                                                                                                 | Start-up advisory and investment
    Telecom equipment
    
    Banking and financial services              | Sole director
    Independent Director of the board and the chair of the audit committee
    Independent Non-Executive Director and the chair of the audit committee
|Hyunchan Cho     | IMM Investment Inc
                                                          H.C.CHO Investment Limited IMM Asset Management  IMM International Limited  
Eco Management Korea Holdings Inc. | Asset management
    Private
investment
Asset management
Asset management
Waste management                  | Partner & Head of Infrastructure
Director of the board
CEO and Director of the boardDirector of the board
Director of the board                                     



Potential investors should also be aware of the following other potential
conflicts of interest:





32







| | • | Our officers and directors are not required to, and will not, commit their full time to our affairs, which may result in a conflict
of interest in allocating their time between our operations and our search for a business combination and their other businesses. We do
not intend to have any full-time employees prior to the completion of our initial business combination. Each of our officers is engaged
in several other business endeavors for which he may be entitled to substantial compensation, and our officers are not obligated to contribute
any specific number of hours per week to our affairs.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | Our initial shareholders purchased founder shares prior to the date of this report and purchased private placement warrants in a transaction
that closed simultaneously with the closing of our IPO. Our sponsor, officers, directors and other initial shareholders have, pursuant
to written agreements with us, agreed to waive their redemption rights with respect to their founder shares and (other than with respect
to the representative of the underwriters) public shares in connection with the completion of our initial business combination. Additionally,
our sponsor, officers, directors and other initial shareholders have agreed to, pursuant to written agreements with us, waive their rights
to liquidating distributions from the trust account with respect to their founder shares if we fail to complete our initial business combination
within the prescribed time frame. If we do not complete our initial business combination within the prescribed time frame, the private
placement warrants will expire worthless. Furthermore, our sponsor, officers, directors and other initial shareholders have agreed not,
pursuant to written agreements with us, to transfer, assign or sell any of their founder shares and any Class A ordinary shares issuable
upon conversion thereof until the earlier to occur of: (i) one year after the completion of our initial business combination or (ii) the
date following the completion of our initial business combination on which we complete a liquidation, merger, share exchange or other
similar transaction that results in all of our shareholders having the right to exchange their ordinary shares for cash, securities or
other property. Notwithstanding the foregoing, if the closing price of our Class A ordinary shares equals or exceeds $12.00 per share
(as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days
within any 30-trading day period commencing at least 150 days after our initial business combination, the founder shares will be released
from the lockup. The private placement warrants (including the Class A ordinary shares issuable upon exercise of the private placement
warrants) will not be transferable until 30 days following the completion of our initial business combination. Because each of our officers
and directors will own ordinary shares or warrants directly or indirectly, they may have a conflict of interest in determining whether
a particular target business is an appropriate business with which to effectuate our initial business combination.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | Our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention
or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our
initial business combination.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | Certain individuals involved in our acquisition process, including our founder Jin-Goon Kim, do not have fiduciary or contractual
duties to us that prevent them from presenting business opportunities to other entities or otherwise acting against our best interests.
Their fiduciary and contractual duties to other entities may present a conflict of interest
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



We are not prohibited from pursuing an initial business combination
with a business combination target that is affiliated with our founder, sponsor, officers or directors or completing the business combination
through a joint venture or other form of shared ownership with our founder, sponsor, officers or directors. In the event we seek to complete
our initial business combination with a business combination target that is affiliated with our founder, sponsor, officers or directors,
we, or a committee of independent directors, would obtain an opinion from an independent investment banking which is a member of FINRA
or a valuation or appraisal firm, that such initial business combination is fair to our company from a financial point of view. We are
not required to obtain such an opinion in any other context. Furthermore, in no event will our sponsor or any of our existing officers
or directors, or any of their respective affiliates, be paid by the company any finder’s fee, consulting fee or other compensation
prior to, or for any services they render in order to effectuate, the completion of our initial business combination except that we currently
pay each of Theron E. Odlaug and Steven Norman a monthly fee of $3,000 each beginning on December 3, 2021. Further, commencing November 30,
2021, we pay our sponsor $15,000 per month for office space, utilities, secretarial and administrative services provided to members of
our management team.



We cannot assure you that any of the above mentioned conflicts will
be resolved in our favor.



In the event that we submit our initial business combination to our
public shareholders for a vote, our sponsor, officers, directors and other initial shareholders have, pursuant to written agreements with
us, agreed to vote their founder shares, and they and the other members of our management team have agreed to vote their founder shares
and any shares purchased during or after the IPO in favor of our initial business combination.





33







Limitation on Liability and Indemnification of Officers and Directors



Cayman Islands law does not limit the extent to which a company’s
memorandum and articles of association may provide for indemnification of officers and directors, except to the extent any such provision
may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against willful default,
fraud or the consequences of committing a crime. Our amended and restated memorandum and articles of association provide for indemnification
of our officers and directors to the maximum extent permitted by law, including for any liability incurred in their capacities as such,
except through their own actual fraud, willful default or willful neglect. We have purchased a policy of directors’ and officers’
liability insurance that insures our officers and directors against the cost of defense, settlement or payment of a judgment in some circumstances
and insures us against our obligations to indemnify our officers and directors.



Our officers and directors have agreed to waive any right, title, interest
or claim of any kind in or to any monies in the trust account, and have agreed to waive any right, title, interest or claim of any kind
they may have in the future as a result of, or arising out of, any services provided to us and will not seek recourse against the trust
account for any reason whatsoever. Accordingly, any indemnification provided will only be able to be satisfied by us if (i) we have
sufficient funds outside of the trust account or (ii) we consummate an initial business combination.



Our indemnification obligations may discourage shareholders from bringing
a lawsuit against our officers or directors for breach of their fiduciary duty. These provisions also may have the effect of reducing
the likelihood of derivative litigation against our officers and directors, even though such an action, if successful, might otherwise
benefit us and our shareholders. Furthermore, a shareholder’s investment may be adversely affected to the extent we pay the costs
of settlement and damage awards against our officers and directors pursuant to these indemnification provisions.



We believe that these provisions, the insurance and the indemnity agreements
are necessary to attract and retain talented and experienced officers and directors.



Item 11. Executive Compensation.



We currently pay each of Theron E. Odlaug and Steven Norman a monthly
fee of $3,000 each beginning on December 3, 2021 . In addition, our sponsor, officers and directors, or any of their respective affiliates
will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target
businesses and performing due diligence on suitable business combinations. Our audit committee will review on a quarterly basis all payments
that were made to our sponsor, officers or directors, or our or their affiliates. Any such payments prior to an initial business combination
will be made from funds held outside the trust account. Other than quarterly audit committee review of such reimbursements, we do not
expect to have any additional controls in place governing our reimbursement payments to our directors and officers for their out-of-pocket
expenses incurred in connection with our activities on our behalf in connection with identifying and consummating an initial business
combination. Other than these payments and reimbursements, no compensation of any kind, including finder’s and consulting fees,
will be paid by the company to our sponsor, officers and directors, or any of their respective affiliates, prior to completion of our
initial business combination.



After the completion of our initial business combination, directors
or members of our management team who remain with us may be paid consulting or management fees from the combined company. All of these
fees will be fully disclosed to shareholders, to the extent then known, in the proxy solicitation materials or tender offer materials
furnished to our shareholders in connection with a proposed initial business combination. We have not established any limit on the amount
of such fees that may be paid by the combined company to our directors or members of management. It is unlikely the amount of such compensation
will be known at the time of the proposed initial business combination, because the directors of the post-combination business will be
responsible for determining officer and director compensation. Any compensation to be paid to our officers will be determined, or recommended
to the board of directors for determination, either by a compensation committee constituted solely by independent directors or by a majority
of the independent directors on our board of directors.



We do not intend to take any action to ensure that members of our management
team maintain their positions with us after the consummation of our initial business combination, although it is possible that some or
all of our officers and directors may negotiate employment or consulting arrangements to remain with us after our initial business combination.
The existence or terms of any such employment or consulting arrangements to retain their positions with us may influence our management’s
motivation in identifying or selecting a target business but we do not believe that the ability of our management to remain with us after
the consummation of our initial business combination will be a determining factor in our decision to proceed with any potential business
combination. We are not party to any agreements with our officers and directors that provide for benefits upon termination of employment.



Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.



The
following table sets forth information regarding the beneficial ownership of our ordinary shares as of March 30, 2022 with
respect to the beneficial ownership of ordinary shares, by:



| | • | each person known by us to be the beneficial owner of more than 5% of our issued and outstanding ordinary shares;
| | - | -----------------------------------------------------------------------------------------------------------------





34







| | • | each of our founder, officers and directors; and
| | - | ------------------------------------------------



| | • | all our founder, officers and directors as a group.
| | - | ---------------------------------------------------



The following table is based on 28,750,000 ordinary shares outstanding
on March 30, 2021, of which 23,000,000 were Class A ordinary shares and 5,750,000 were Class B ordinary shares. Unless
otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all of our ordinary
shares beneficially owned by them. The following table does not reflect record or beneficial ownership of the private placement warrants
as these warrants are not exercisable within 60 days of the date of this report.



|Name and Address of Beneficial Owner(1)               |  | Number of Shares
 Beneficially
 Owned(2) |           |     | Approximate Percentage 
of Issued and
 Outstanding Shares | 
|----------------------------------------------------- |  | ---------------------------------------- | --------- | --- | --------------------------------------------------------- | 
|TLGY Sponsors LLC(3)                                  |  |                                          | 5,344,700 |     |                                                           | 
|Jin-Goon Kim(3)                                       |  |                                          | 5,344,700 |     |                                                           | 
|Shrijay (Jay) Vijayan                                 |  |                                          | 30,000    |     |                                                           | 
|Donghyun Han                                          |  |                                          | 30,000    |     |                                                           | 
|Hyunchan Cho                                          |  |                                          | 30,000    |     |                                                           | 
|Steven Norman(4)                                      |  |                                          | —         | (4) |                                                           | 
|Theron Odlaug(4)                                      |  |                                          | —         | (4) |                                                           | 
|All officers and directors as a group (6 individuals) |  |                                          | 5,434,700 |     |                                                           | 
|Saba Capital Management, L.P.(5)                      |  |                                          | 1,987,710 |     |                                                           | 
|Boaz R. Weinstein(5)                                  |  |                                          | 1,987,710 |     |                                                           | 
|Saba Capital Management GP, LLC(5)                    |  |                                          | 1,987,710 |     |                                                           | 
|Castle Creek Arbitrage, LLC(6)                        |  |                                          | 1,786,898 |     |                                                           | 
|Mr. Allan Weine(6)                                    |  |                                          | 1,786,898 |     |                                                           | 



* Less than one percent



|(1) | Unless otherwise noted, the business address of each of the following is c/o TLGY Sponsors LLC, Flat A, 6/F, Ho Lee Commercial Building,
38-44 D’Aguilar Street, Central, Hong Kong SAR.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(2) | Interests shown consist solely of founder shares, classified as Class B ordinary shares. Such shares will automatically convert
into Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination on a
one-for-one basis, subject to adjustment, as described in the section entitled “Description of Securities” in the prospectus
for our IPO.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(3) | TLGY Sponsors LLC, our sponsor, is the record holder of the shares reported herein. Jin-Goon Kim is the manager of TLGY Holdings LLC,
which is the manager of our sponsor, and has joint voting and investment discretion with respect to the ordinary shares held of record
by TLGY Sponsors LLC. Accordingly, the shares held by our sponsor may be deemed to be beneficially held by Jin-Goon Kim. Jin-Goon Kim
disclaims beneficial ownership of the ordinary shares held of record by TLGY Sponsors LLC, except to the extent of any pecuniary interest
therein.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(4) | This individual does not beneficially own any of our ordinary shares. However, this individual has a pecuniary interest in the founder
shares through his ownership of membership interests of our sponsor.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(5) | According to a Schedule 13G/A filed on February 14, 2022, on behalf of Saba Capital Management, L.P., Boaz R. Weinstein and Saba
Capital Management GP, LLC. The business address of each of these shareholders is 405 Lexington Avenue, 58th Floor, New York, New York
10174.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(6) | According to a Schedule 13G filed on February 11, 2022,
on behalf of Castle Creek Arbitrage, LLC and Mr. Allan Weine. The business address of each of these shareholders is 190 South LaSalle
Street, Suite 3050, Chicago, Illinois 60603.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





35







Item 13. Certain Relationships and Related Transactions, and Director Independence.



On June 17, 2021, our sponsor paid $25,000, or approximately $0.0043
per share, to cover certain of our offering and formation costs in exchange for 5,750,000 founder shares. On August 7, 2021, our
sponsor surrendered an aggregate of 718,750 founder shares for no consideration, thereby reducing the aggregate number of founder shares
outstanding to 5,031,250, resulting in a purchase price paid for the founder shares of approximately $0.005 per share. On December 3,
2021, our sponsor transferred 30,000 founder shares to each of our independent directors, Dr. Shrijay (Jay) Vijayan, Donghyun Han
and Hyunchan Cho, each at an aggregate purchase price of $150, or approximately $0.005 per share. Prior to the initial investment in the
company of $25,000 by our sponsor, the company had no assets, tangible or intangible. The purchase price of the founder shares was determined
by dividing the amount of cash contributed to the company by the number of founder shares issued. The number of founder shares outstanding
was determined based on the expectation that the total size of our IPO would be a maximum of 20,125,000 units, and therefore that such
founder shares would represent 20% of the sum of the issued and outstanding shares after our IPO.



Our sponsor purchased an aggregate of 10,659,500 private placement
warrants, each exercisable to purchase one Class A ordinary share at $11.50 per share, at a price of $1.00 per warrant, or $10,659,500
in the aggregate, in a private placement simultaneously with the closing of our IPO. On December 8, 2021, our sponsor purchased an
additional 600,000 Additional Private Placement Warrants, each exercisable to purchase one Class A ordinary share at $11.50 per share,
at $1.00 per Additional Private Placement Warrant, or $600,000 in the aggregate. The private placement warrants are identical to the warrants
sold in our IPO except that the private placement warrants, so long as they are held by our sponsor or its permitted transferees, (i) will
not be redeemable by us, (ii) may not (including the Class A ordinary shares issuable upon exercise of these warrants), subject
to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of our initial business
combination, (iii) may be exercised by the holders on a cashless basis and (iv) will be entitled to registration rights. The
private placement warrants (including the Class A ordinary shares issuable upon exercise thereof) may not, subject to certain limited
exceptions, be transferred, assigned or sold by the holder.



Commencing on November 30, 2021 through the earlier of consummation
of our initial business combination and our liquidation, we will pay our sponsor $15,000 per month for office space, utilities, secretarial
and administrative support services provided to members of our management team. Upon completion of our initial business combination or
our liquidation, we will cease paying these monthly fees.



No compensation of any kind, including finder’s and consulting
fees, will be paid by the company to our sponsor, officers and directors, or any of their respective affiliates, for services rendered
prior to or in connection with the completion of an initial business combination. However, we currently pay each of Theron E. Odlaug and
Steven Norman a monthly fee of $3,000 each beginning on December 3, 2021. In addition, these individuals will be reimbursed for any
out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing
due diligence on suitable business combinations. Our audit committee will review on a quarterly basis all payments that were made to our
sponsor, officers, directors or our or their affiliates.



Prior to the consummation of our IPO, our sponsor loaned an aggregate
of $300,000 to us under an unsecured promissory note, which we used to cover offering-related and organizational expenses. The loans were
fully repaid upon the closing of our IPO on December 3, 2021.



In addition, in order to finance transaction costs in connection with
an intended initial business combination or to extend our time period for consummating an initial business combination, our sponsor and
its affiliates or designees may, but are not obligated to, loan us funds as may be required on a non-interest basis. If we complete an
initial business combination, we would repay such loaned amounts. In the event that the initial business combination does not close, we
may use a portion of the working capital held outside the trust account to repay such working capital loaned amounts and time extension
loaned amounts but no proceeds from our trust account would be used for such repayment. Up to $1,500,000 of such working capital loans
and up to $3,000,000 of loans made to extend our time period for consummating an initial business combination (as described elsewhere
in the annual report) may be convertible into private placement warrants of the post-business combination entity at a price of $1.00 per
warrant at the option of the lender. Such warrants would be identical to the private placement warrants. Except as set forth above, the
terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. Prior to the completion
of our initial business combination, we do not expect to seek loans from parties other than our sponsor or an affiliate of our sponsor
as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to
funds in our trust account.



Any of the foregoing payments to our sponsor, repayments of loans from
our sponsor or repayments of working capital loans and time extension loans prior to our initial business combination will be made using
funds held outside the trust account.



After our initial business combination, members of our management team
who remain with us may be paid consulting, management or other fees from the combined company with any and all amounts being fully disclosed
to our shareholders, to the extent then known, in the proxy solicitation or tender offer materials, as applicable, furnished to our shareholders.
It is unlikely the amount of such compensation will be known at the time of distribution of such tender offer materials or at the time
of a general meeting held to consider our initial business combination, as applicable, as it will be up to the directors of the post-combination
business to determine executive and director compensation.





36







Policy for Approval of Related Party Transactions



The audit committee of our board of directors has adopted a policy
setting forth the policies and procedures for its review and approval or ratification of “related party transactions.” A “related
party transaction” is any consummated or proposed transaction or series of transactions: (i) in which the company was or is
to be a participant; (ii) the amount of which exceeds (or is reasonably expected to exceed) the lesser of $120,000 or 1% of the average
of the company’s total assets at year-end for the prior two completed fiscal years in the aggregate over the duration of the transaction
(without regard to profit or loss); and (iii) in which a “related party” had, has or will have a direct or indirect material
interest. “Related parties” under this policy include: (i) our directors or officers; (ii) any record or beneficial
owner of more than 5% of any class of our voting securities; (iii) any immediate family member of any of the foregoing if the foregoing
person is a natural person; and (iv) any other person who maybe a “related person” pursuant to Item 404 of Regulation
S-K under the Exchange Act. Pursuant to the policy, the audit committee will consider (i) the relevant facts and circumstances of
each related party transaction, including if the transaction is on terms comparable to those that could be obtained in arm’s-length
dealings with an unrelated third party, (ii) the extent of the related party’s interest in the transaction, (iii) whether
the transaction contravenes our code of ethics or other policies, (iv) whether the audit committee believes the relationship underlying
the transaction to be in the best interests of the company and its shareholders and (v) the effect that the transaction may have
on a director’s status as an independent member of the board and on his or her eligibility to serve on the board’s committees.
Management will present to the audit committee each proposed related party transaction, including all relevant facts and circumstances
relating thereto. Under the policy, we may consummate related party transactions only if our audit committee approves or ratifies the
transaction in accordance with the guidelines set forth in the policy. The policy will not permit any director or officer to participate
in the discussion of, or decision concerning, a related person transaction in which he or she is the related party.



Item 14. Principal Accounting Fees and Services.



Fees for professional services provided by our independent registered
public accounting firm since inception include:



|                      |  | For the Year Ended December 31,
 2021 |        
|--------------------- |  | ------------------------------------- | -------
|Audit Fees(1)         |  | $                                     | 105,063
|Audit-Related Fees(2) |  | $                                     | -      
|Tax Fees(3)           |  | $                                     | -      
|All Other Fees(4)     |  | $                                     | -      
|Total Fees            |  | $                                     | 105,063



(1) Audit Fees. Audit fees consist of fees billed for professional
services rendered for the audit of our year-end financial statements and services that are normally provided by our independent registered
public accounting firm in connection with statutory and regulatory filings.



(2) Audit-Related Fees. Audit-related fees consist of fees
billed for assurance and related services that are reasonably related to performance of the audit or review of our year-end financial
statements and are not reported under “Audit Fees.” These services include attest services that are not required by statute
or regulation and consultation concerning financial accounting and reporting standards.



(3) Tax Fees. Tax fees consist of fees billed for professional
services relating to tax compliance, tax planning and tax advice.



(4) All Other Fees. All other fees consist of fees billed
for all other services



Our audit committee was formed in connection with the completion of
our IPO. As a result, the audit committee did not pre-approve any of the foregoing services, although any services rendered prior to the
formation of our audit committee were approved by our board of directors. Since the formation of our audit committee, and on a going-forward
basis, the audit committee has and will pre-approve all auditing services and permitted non-audit services to be performed for us by our
auditors, including the fees and terms thereof (subject to de minimis exceptions for non-audit services as described in the Exchange Act
that are approved by the audit committee prior to the completion of the audit).





37







Part IV



Item 15. Exhibits, Financial Statements and Financial Statement Schedules.



(a)            The
following documents are filed as part of this Report:



(1)            Financial
Statements





|                                                                            |  | Page       
|--------------------------------------------------------------------------- |  | -----------
|Report of Independent Registered Public
    Accounting Firm (PCAOB ID 5395) |  | F-2        
|Financial Statements:                                                       |  |            
|Balance Sheets                                                              |  | F-3        
|Statements of Operations                                                    |  | F-4        
|Statements of Changes in
    Shareholders’ Deficit                          |  | F-5        
|Statements of Cash Flows                                                    |  | F-6        
|Notes to Financial Statements                                               |  | F-7 to F-20



(2)            Financial
Statement Schedules



All financial statement schedules are omitted because they are not
applicable or the amounts are immaterial and not required, or the required information is presented in the financial statements and notes
thereto included below in this Item 15 of Part IV.



(3)            Exhibits



We hereby file as part of this report the exhibits listed in the attached
Exhibit Index. Exhibits which are incorporated herein by reference can be obtained on the SEC website at www.sec.gov.



EXHIBIT INDEX



|Exhibit No. | Description                                                                                                                                                            
|----------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1.1*        | Underwriting
    Agreement, dated November 30, 2021, between the Company and Mizuho Securities USA LLC.(1)                                                             
|3.1*        | Amended
    and Restated Memorandum and Articles of Association.(1)                                                                                                    
|4.1*        | Specimen
    Unit Certificate.(2)                                                                                                                                      
|4.2*        | Specimen
    Class A Ordinary Share Certificate.(2)                                                                                                                    
|4.3*        | Specimen
    Warrant Certificate.(2)                                                                                                                                   
|4.4*        | Warrant
    Agreement, dated November 30, 2021, between the Company and Continental Stock Transfer & Trust Company.(1)                                                 
|4.5**       | Description of Shares.                                                                                                                                                 
|10.1*       | Investment
    Management Trust Agreement, dated November 30, 2021, between the Company and Continental Stock Transfer & Trust Company,
    as trustee.(1)             
|10.2*       | Registration
    Rights Agreement, dated November 30, 2021, between the Company and TLGY Sponsors LLC.(1)                                                              
|10.3*       | Private
    Placement Warrants Purchase Agreement, dated November 30, 2021, between the Company and TLGY Sponsors LLC.(1)                                              
|10.4*       | Form
    of Indemnity Agreement between the Company and each of the Company’s directors and officers.(2)                                                               
|10.5*       | Promissory
    Note, dated June 17, 2021, issued to TLGY Sponsors LLC.(2)                                                                                              
|10.6*       | Securities
    Subscription Agreement, dated June 17, 2021, between the Company and TLGY Sponsors LLC.(2)                                                              
|10.7*       | Letter
    Agreement, dated November 30, 2021, between the Company, TLGY Sponsors LLC and each of the Company’s officers, directors
    and Centaury Management Ltd.(1)
|10.8*       | Administrative
    Services Agreement, dated November 30, 2021, between the Company and TLGY Sponsors LLC.(1)                                                          
|24.1        | Power of Attorney (included
    in the signature pages herein).                                                                                                        
|31.1**      | Certification
    of the Principal Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a).                                                                     
|31.2**      | Certification
    of the Principal Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a).                                                                     
|32.1**      | Certification
    of the Principal Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b). and 18 U.S.C. 1350.                                                 
|32.2**      | Certification
    of the Principal Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350                                                   



| | * | Incorporated by reference
| | - | -------------------------

| | ** | Filed herewith
| | -- | --------------



| | (1) | Incorporated by reference to the Company’s current report
on Form 8-K, filed with the SEC on December 6, 2021 (File No. 001-41101).
| | --- | -----------------------------------------------------------------------------------------------------------------------------------



| | (2) | Incorporated by reference to the Company’s registration
statement on Form S-1/A, filed with the SEC on November 17, 2021 (File No. 333-260242).
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------



Item 16. Form 10-K Summary.



Not applicable.





38







SIGNATURES



Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the
undersigned, thereunto duly authorized on March 31, 2022.



| | TLGY ACQUISITION CORPORATION
| | ----------------------------
| |                             
| |                             
| | By:                         
| |                             
| |                             



POWER OF ATTORNEY



KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Jin-Goon Kim his true and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report
on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the United States
Securities and Exchange Commission, granting unto said attorney-in-fact and agent, acting alone, full power and authority to do and perform
each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might
or could do in person, hereby ratifying and confirming that said attorney-in-fact and agent, or his substitutes or substitute, may lawfully
do or cause to be done by virtue hereof.



Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the Registrant in the capacities
and on the dates indicated



|Name                |  | Position                                     | Date          
|------------------- |  | -------------------------------------------- | --------------
|                    |  |                                              |               
|/s/ Jin-Goon Kim    |  | Chairman and Chief Executive Officer         | March 31, 2022
|Jin-Goon Kim        |  | (Principal Executive Officer)                |               
|                    |  |                                              |               
|/s/ Steven Norman   |  | Chief Financial Officer                      | March 31, 2022
|Steven Norman       |  | (Principal Financial and Accounting Officer) |               
|                    |  |                                              |               
|/s/ Shrijay Vijayan |  | Director                                     | March 31, 2022
|Shrijay Vijayan     |  |                                              |               
|                    |  |                                              |               
|/s/ Donghyun Han    |  | Director                                     | March 31, 2022
|Donghyun Han        |  |                                              |               
|                    |  |                                              |               
|/s/ Hyunchan Cho    |  | Director                                     | March 31, 2022
|Hyunchan Cho        |  |                                              |               





39







INDEX TO FINANCIAL
STATEMENT



|Audited Financial Statements of TLGY Acquisition Corporation :              |  | Page       
|--------------------------------------------------------------------------- |  | -----------
|Report of Independent Registered Public
    Accounting Firm (PCAOB ID 5395) |  | F-2        
|Financial Statements:                                                       |  |            
|Balance Sheets                                                              |  | F-3        
|Statements of Operations                                                    |  | F-4        
|Statements of Changes in
    Shareholders’ Deficit                          |  | F-5        
|Statements of Cash Flows                                                    |  | F-6        
|Notes to Financial Statements                                               |  | F-7 to F-20





F-1







| | New York Office

7 Penn Plaza, Suite 830

New York, NY 10001

T 212.279.7900 | 
| | ---------------------------------------------------------------------------- | 



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM



To the Shareholders
and Board of Directors ofTLGY Acquisition Corp.



Opinion on the Financial Statements



We have audited the accompanying balance sheet
of TLGY Acquisition Corp. (the “Company”) as of December 31, 2021, the related statements of operations, change in shareholders’
deficit and cash flows for the period from May 21, 2021 (inception) through December 31, 2021, and the related notes (collectively referred
to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the
financial position of the Company as of December 31, 2021 and the results of its operations and its cash flows for the period from May
21, 2021 (inception) through December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.



Basis for Opinion



These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We
are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are
required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and
regulations of the Securities and Exchange Commission and the PCAOB.



We conducted our audits in accordance with the
standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial
statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged
to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding
of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal
control over financial reporting. Accordingly, we express no such opinion.



Our audits included performing procedures to assess
the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond
to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating
the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.



/s/ Marcum Bernstein & Pinchuk llp



Marcum Bernstein & Pinchuk llp



We have served as the Company’s auditor since 2021.

New York

March 31, 2022

PCAOB ID NO. 5395





F-2







TLGY
Acquisition CorpORATION



BALANCE SHEET

As of December 31, 2021



|ASSETS                                                                                                                                                                  |  |   |             |  
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | - | ----------- | -
|Current Assets:                                                                                                                                                         |  |   |             |  
|Cash                                                                                                                                                                    |  | $ | 1,452,817   |  
|Prepaid expenses                                                                                                                                                        |  |   | 308,125     |  
|Other current assets                                                                                                                                                    |  |   | 24,567      |  
|Total Current Assets                                                                                                                                                    |  |   | 1,785,509   |  
|                                                                                                                                                                        |  |   |             |  
|Investments held in Trust Account                                                                                                                                       |  |   | 234,600,000 |  
|                                                                                                                                                                        |  |   |             |  
|Other assets                                                                                                                                                            |  |   | 281,955     |  
|Total Assets                                                                                                                                                            |  | $ | 236,667,464 |  
|                                                                                                                                                                        |  |   |             |  
|LIABILITIES, ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ DEFICIT                                                                                   |  |   |             |  
|Accounts payable and accrued expenses                                                                                                                                   |  | $ | 143,166     |  
|Accrued offering costs                                                                                                                                                  |  |   | 35,348      |  
|Due to related party                                                                                                                                                    |  |   | 111         |  
|Total Current Liabilities                                                                                                                                               |  |   | 178,625     |  
|                                                                                                                                                                        |  |   |             |  
|Derivative warrant liabilities                                                                                                                                          |  |   | 10,580,041  |  
|Deferred underwriting commission                                                                                                                                        |  |   | 8,650,000   |  
|                                                                                                                                                                        |  |   |             |  
|Total Liabilities                                                                                                                                                       |  |   | 19,408,666  |  
|                                                                                                                                                                        |  |   |             |  
|COMMITMENTS AND CONTINGENCIES (Note 6)                                                                                                                                  |  |   |             |  
|                                                                                                                                                                        |  |   |             |  
|Class A ordinary shares subject to possible redemption; 23,000,000 shares (at redemption value of approximately $10.20 per share)                                       |  |   | 234,000,000 |  
|                                                                                                                                                                        |  |   |             |  
|Shareholders' deficit:                                                                                                                                                  |  |   |             |  
|Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding                                                                          |  |   | -           |  
|Class A ordinary shares, $0.0001 par value, 500,000,000 shares authorized, 0 shares issued and outstanding (excluding 20,000,000 shares subject to possible redemption) |  |   | -           |  
|Class B ordinary shares, $0.0001 par value, 50,000,000 shares authorized, 5,750,000 shares issued and outstanding                                                       |  |   | 575         |  
|Additional paid-in capital                                                                                                                                              |  |   | -           |  
|Accumulated deficit                                                                                                                                                     |  |   | (17,341,777 | )
|Total Shareholders' Deficit                                                                                                                                             |  |   | (17,341,202 | )
|Total Liabilities, Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit                                                                             |  | $ | 236,667,464 |  



The accompanying notes are an integral part of the financial statements.





F-3







TLGY
Acquisition CorpORATION



STATEMENT
OF OPERATIONS



|                                                                                  |  | For the Period May 21, 2021 (Inception) Through December 31, 2021 |          
|--------------------------------------------------------------------------------- |  | ----------------------------------------------------------------- | ---------
|EXPENSES                                                                          |  |                                                                   |          
|Administration fee - related party                                                |  |                                                                   | 15,000   
|General and administrative                                                        |  |                                                                   | 816,357  
|TOTAL EXPENSES                                                                    |  |                                                                   | 831,357  
|                                                                                  |  |                                                                   |          
|OTHER INCOME (EXPENSES)                                                           |  |                                                                   |          
|Offering costs allocated to warrant liability                                     |  |                                                                   | (442,567 
|Change in fair value of derivative warrants                                       |  |                                                                   | 3,436,685
|TOTAL OTHER INCOME (EXPENSES) - NET                                               |  |                                                                   | 2,994,118
|                                                                                  |  |                                                                   |          
|Net income                                                                        |  | $                                                                 | 2,162,761
|                                                                                  |  |                                                                   |          
|Weighted average number of Class A ordinary shares outstanding, basic and diluted |  |                                                                   | 2,808,036
|Basic and diluted net income per Class A ordinary share                           |  | $                                                                 | 0.27     
|                                                                                  |  |                                                                   |          
|Weighted average number of Class B ordinary share outstanding, basic and diluted  |  |                                                                   | 5,056,920
|Basic and diluted net income per Class B ordinary share                           |  | $                                                                 | 0.27     



The accompanying notes are an integral part of the financial statements.





F-4









TLGY
Acquisition CorpORATION



STATEMENT
OF CHANGES IN SHAREHOLDERS’ DEFICIT



FOR
THE PERIOD MAY 21, 2021 (INCEPTION) THROUGH DECEMBER 31, 2021



|                                                                           |  | Class B         |           |  | Additional |   |     |             |  |   |               |  
|-------------------------------------------------------------------------- |  | --------------- | --------- |  | ---------- | - | --- | ----------- |  | - | ------------- | -
|                                                                           |  | Ordinary Shares |           |  | Paid-In    |   |     | Accumulated |  |   | Shareholders’ |  
|                                                                           |  | Shares          |           |  | Amount     |   |     | Capital     |  |   | Deficit       |  
|Balance as of May 21, 2021 (inception)                                     |  |                 | —         |  |            | $ | —   |             |  | $ | —             |  
|                                                                           |  |                 |           |  |            |   |     |             |  |   |               |  
|Issuance of Class B ordinary shares to Sponsor                             |  |                 | 5,750,000 |  |            |   | 575 |             |  |   | 24,425        |  
|                                                                           |  |                 |           |  |            |   |     |             |  |   |               |  
|Transfer of Class B ordinary shares to officers and directors              |  |                 | —         |  |            |   | —   |             |  |   | 569,868       |  
|                                                                           |  |                 |           |  |            |   |     |             |  |   |               |  
|Transfer of Class B ordinary shares to Representative and Sponsor investor |  |                 | —         |  |            |   | —   |             |  |   | 969,382       |  
|                                                                           |  |                 |           |  |            |   |     |             |  |   |               |  
|Remeasurement of Class A ordinary shares to redemption value               |  |                 | —         |  |            |   | —   |             |  |   | (1,563,675    | )
|                                                                           |  |                 |           |  |            |   |     |             |  |   |               |  
|Net income                                                                 |  |                 | —         |  |            |   | —   |             |  |   | —             |  
|Balance as of December 31, 2021                                            |  |                 | 5,750,000 |  |            | $ | 575 |             |  | $ | —             |  



The accompanying notes are an integral part of the financial statements.





F-5







TLGY
Acquisition CorpORATION



STATEMENT OF CASH FLOWS



|                                                                              |  | For the Period
 May 21, 2021
 (Inception)
 Through December 31
 2021 |             
|----------------------------------------------------------------------------- |  | -------------------------------------------------------------------- | ------------
|Cash Flows From Operating Activities:                                         |  |                                                                      |             
|Net income                                                                    |  | $                                                                    | 2,162,761   
|Adjustments to reconcile net income to net cash used in operating activities: |  |                                                                      |             
|Formation and organization costs paid by related parties                      |  |                                                                      | 6,255       
|Change in fair value of derivative liabilities                                |  |                                                                      | (3,436,685  
|Offering costs allocated to derivative warrant liabilities                    |  |                                                                      | 442,567     
|Share-based compensation                                                      |  |                                                                      | 569,868     
|Changes in operating assets and liabilities:                                  |  |                                                                      |             
|Prepaid expenses                                                              |  |                                                                      | (308,125    
|Other current assets                                                          |  |                                                                      | (24,567     
|Other assets                                                                  |  |                                                                      | (281,955    
|Changes in accrued offering costs                                             |  |                                                                      | 35,348      
|Accounts payable and accrued expenses                                         |  |                                                                      | 143,166     
|Net Cash Used In Operating Activities                                         |  |                                                                      | (691,367    
|                                                                              |  |                                                                      |             
|Cash Flows From Investing Activities:                                         |  |                                                                      |             
|Investment of cash in Trust Account                                           |  |                                                                      | (234,600,000
|Net Cash Used In Investing Activities                                         |  |                                                                      | (234,600,000
|                                                                              |  |                                                                      |             
|Cash Flows From Financing Activities:                                         |  |                                                                      |             
|Proceeds from sale of Units in Public Offering, net of underwriting fee       |  |                                                                      | 226,000,000 
|Proceeds from sale of Private Placement Warrants                              |  |                                                                      | 11,259,500  
|Proceeds from promissory note – related party                                 |  |                                                                      | 267,752     
|Repayment of promissory note – related party                                  |  |                                                                      | (267,752    
|Proceeds from issuance of Class B ordinary shares to Sponsor                  |  |                                                                      | 25,000      
|Due to related party                                                          |  |                                                                      | 111         
|Payment of offering costs                                                     |  |                                                                      | (540,427    
|Net Cash Provided By Financing Activities                                     |  |                                                                      | 236,744,184 
|                                                                              |  |                                                                      |             
|Net change in cash                                                            |  |                                                                      | 1,452,817   
|Cash at beginning of period                                                   |  |                                                                      | —           
|Cash at end of period                                                         |  | $                                                                    | 1,452,817   
|                                                                              |  |                                                                      |             
|Supplemental disclosure of non-cash financing activities:                     |  |                                                                      |             
|Deferred underwriters’ commissions in connection with the Public Offering     |  | $                                                                    | 8,650,000   
|Transfer of Class B ordinary shares to Representative and Sponsor investor    |  | $                                                                    | 969,385     
|Remeasurement of Class A ordinary shares to redemption value                  |  | $                                                                    | 25,275,733  



The accompanying notes are an
integral part of the financial statements.







F-6







TLGY
Acquisition CorpORATION



NOTES TO
THE FINANCIAL STATEMENTS



NOTE 1 — DESCRIPTION OF ORGANIZATION
AND BUSINESS OPERATIONS



TLGY Acquisition
Corporation (the “Company”) was incorporated in the Cayman Islands on May 21, 2021. The Company was formed for the purpose
of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with
one or more businesses (the “Business Combination”). The Company is not limited to a particular industry or sector for purposes
of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject
to all of the risks associated with early stage and emerging growth companies.



As of December
31, 2021, the Company had not commenced any operations. All activity for the period from May 21, 2021 (inception) through December 31,
2021 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described
below. The Company will not generate any operating revenues until after the completion of an initial Business Combination, at the earliest.
The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering.
The Company has selected December 31 as its fiscal year end.



The registration
statement for the Company’s Initial Public Offering was declared effective on November 30, 2021. On December 3, 2021, the Company
consummated the Initial Public Offering of 20,000,000 units (“Units” and, with respect to the ordinary shares included in
the Units being offered, the “Public Shares”), generating gross proceeds of $200,000,000, which is described in Note 3.



Simultaneously
with the closing of the Initial Public Offering, the Company consummated the private sale (the “Private Placement”) of an
aggregate of 10,659,500 warrants (the “Private Placement Warrants”) to TLGY Sponsors LLC (the
 “Sponsor”)at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds to the Company in
the amount of $10,659,500.



On December 8,
2021, the Company consummated the closing of the sale of an additional 3,000,000 Units (the “Option Units”) at $10.00 per
Option Unit, pursuant to the underwriters’ exercise in full of their over-allotment option, generating gross proceeds of $30,000,000.
The Company also consummated the closing of the sale of an additional 600,000 Private Placement Warrants at $1.00 per Private Placement
Warrant, generating gross proceeds of $600,000, to the Sponsor in respect of its obligation to purchase such additional Private Placement
Warrants upon the exercise of the underwriters’ over-allotment option.



Transaction
costs amounted to $14,183,689 consisting of $4,000,000 of underwriting fees, $8,650,000 of deferred underwriting fees payable (which
are held in a trust account with Continental Stock Transfer & Trust Company acting as trustee (the “Trust Account”)
and $1,533,689 of other offering costs related to the Initial Public Offering. Cash of $1,452,706 was held outside of the Trust
Account on December 31, 2021 and was available for working capital purposes. As described in Note 6, the $8,650,000 deferred
underwriting fees are contingent upon the consummation of the Business Combination within 15 months (or up to 24 months if extended)
from the closing of the Initial Public Offering.



Following the
closing of the Initial Public Offering on December 3, 2021 and the sale of the underwriters’ overallotment units on December 8,
2021, an amount of $234,600,000 ($10.20 per Public Share) from the net proceeds of the sale of the Units in the Initial Public Offering
and the Private Placement was placed in the Trust Account which may be invested in U.S. government securities, within the meaning set
forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity
of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting
the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the consummation of
a Business Combination or (ii) the distribution of the Trust Account to the Company’s shareholders, as described below.



The
Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public
Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied
generally toward consummating a Business Combination. The stock exchange listing rules require that the Business Combination must be
with one or more operating businesses or assets with a fair market value equal to at least 80% of the assets held in the Trust
Account (as defined below) (excluding the amount of deferred underwriting commissions and taxes payable on the income earned on the
Trust Account). The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50%
or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target
business sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as
amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a
Business Combination.





F-7







The
Company will provide the holders of the outstanding Public Shares (the “Public Shareholders”) with the opportunity to redeem
all or a portion of their Public Shares either (i) in connection with a shareholder meeting called to approve the Business Combination
or (ii) by means of a tender offer in connection with the Business Combination. The decision as to whether the Company will seek shareholder
approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Shareholders will be entitled to
redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.20 per Public
Share, plus any pro rata interest then in the Trust Account, net of taxes payable). There will be no redemption rights upon the completion
of a Business Combination with respect to the Company’s warrants. The Public Shares subject to redemption will be recorded at a
redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Accounting
Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity” (ASC 480).



All
of the Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s
liquidation, if there is a shareholder vote or tender offer in connection with the Company’s Business Combination and in connection
with certain amendments to the Company’s amended and restated memorandum and articles of association (the “Amended and Restated
Memorandum and Articles of Association”). In accordance with the rules of the U.S. Securities and Exchange Commission (the “SEC”)
and its guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within
the control of a company require ordinary shares subject to redemption to be classified outside of permanent equity. Given that the Public
Shares will be issued with other freestanding instruments (i.e., public warrants), the initial carrying value of the Class A ordinary
shares classified as temporary equity will be the allocated proceeds determined in accordance with ASC 470-20. The Class A ordinary shares
are subject to ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, the Company has the option to either
(i) accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that
the instrument will become redeemable, if later) to the earliest redemption date of the instrument or (ii) recognize changes in the redemption
value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting
period. The Company has elected to recognize the changes immediately. The Public Shares are redeemable and will be classified as such
on the balance sheet until such date that a redemption event takes place. Redemptions of the Company’s Public Shares may be subject
to the satisfaction of conditions, including minimum cash conditions, pursuant to an agreement relating to the Company’s Business
Combination.



If
the Company seeks shareholder approval of the Business Combination, the Company will proceed with a Business Combination only if the Company
receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority
of the shareholders who attend and vote at a general meeting of the Company, or such other vote as required by law or stock exchange rule.
If a shareholder vote is not required and the Company does not decide to hold a shareholder vote for business or other legal reasons,
the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the
tender offer rules of the Securities and Exchange Commission (the “SEC”), and file tender offer documents containing substantially
the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company
seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in
Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally,
each Public Shareholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote
for or against a proposed Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares without
voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction.





F-8







Notwithstanding
the foregoing, if the Company seeks shareholder approval of the Business Combination and the Company does not conduct redemptions pursuant
to the tender offer rules, a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder
is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the
 “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public
Shares without the Company’s prior written consent.



The
Sponsor has agreed (a) to waive its redemption rights with respect to any Founder Shares and Public Shares held by it in connection with
the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association
(i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial
Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination
Period (as defined below) or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial business combination
activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Public Shares upon approval of any
such amendment.



If
the Company has not completed a Business Combination within 15 months from the closing of the Initial Public Offering (or up to 24 months
from the closing of the Initial Public Offering if the period of time to consummate a business combination is extended in accordance with
the terms of the Amended and Restated Memorandum and Articles of Association) (the “Combination Period”), the Company will
(i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business
days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit
in the Trust Account, including interest earned and not previously released to the Company to pay its taxes, if any (less up to $100,000
of interest to pay dissolution expenses), divided by the number of then issued and outstanding Public Shares, which redemption will completely
extinguish the rights of the Public Shareholders as shareholders (including the right to receive further liquidating distributions, if
any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining
Public Shareholders and its Board of Directors, liquidate and dissolve, subject in each case to the Company’s obligations under
Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights
or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete
a Business Combination within the Combination Period.



The
Sponsor has agreed to waive its rights to liquidating distributions from the Trust Account with respect to the Founder Shares it will
receive if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor or any of its respective
affiliates acquire Public Shares, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company
fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred
underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within
the Combination Period, and in such event, such amounts will be included with the other funds held in the Trust Account that will be available
to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets
remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00).



In
order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the
extent any claims by a third party (other than the Company’s independent registered public accounting firm) for services
rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a
transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (1) $10.20 per Public Share and (2)
the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than
$10.20 per Public Share, due to reductions in the value of trust assets, in each case net of the interest that may be withdrawn to
pay taxes. This liability will not apply to any claims by a third party who executed a waiver of any and all rights to seek access
to the Trust Account and as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering
against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”).
In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the
extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to
indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the
Company’s independent registered public accounting firm), prospective target businesses or other entities with which the
Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies
held in the Trust Account.





F-9







Liquidity and Management’s
Plan



As
of December 31, 2021, the Company had cash of approximately $1.5 million and working capital of approximately $1.6 million. In connection
with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”)
2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management
believes that the funds which the Company has available outside of the Trust Account following the completion of the Initial Public Offering
will enable it to sustain operations for a period of at least one-year from the issuance date of this financial statement. Accordingly,
substantial doubt about the Company’s ability to continue as a going concern as disclosed in previously issued financial statements
has been alleviated.



Risks and
Uncertainties



Management
is currently evaluating the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could
have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific
impact is not readily determinable as of the date of the balance sheet. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.



NOTE 2 —
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES



Basis of
Presentation



The
accompanying financial statements of the Company is presented in conformity with accounting principles generally accepted in the United
States of America (“US GAAP”) and pursuant to the rules and regulations of the SEC.



Emerging
Growth Company



The
Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities
Act”), as modified by the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”), and it may take
advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging
growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation
requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic
reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and
shareholder approval of any golden parachute payments not previously approved.



Further,
Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting
standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not
have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards.
The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply
to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended
transition period which means that when a standard is issued or revised and it has different application dates for public or private companies,
the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised
standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging
growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because
of the potential differences in accounting standards used.





F-10







Use of
Estimates



The
preparation of the financial statements in conformity with US GAAP requires the Company’s management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the balance
sheet.



Making
estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of
a condition, situation or set of circumstances that existed at the date of the balance sheet, which management considered in formulating
its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ
significantly from those estimates.



Cash
and Cash Equivalents



The
Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.
The Company had cash of $1,452,817, of which $1,452,706 is held outside the Trust Account, and no cash equivalents as of December 31,
2021.



Investments
held in Trust Account



At
December 31, 2021, the Company had $234.6 million in investments held in the Trust Account. The Company’s portfolio of investments
held in the Trust Account are invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment
Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment
company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company
Act.



Offering
Costs associated with the Initial Public Offering



The
Company complies with the requirements of the Financial Accounting Standards Board (“FASB”) ASC 340-10-S99-1 and SEC Staff
Accounting Bulletin (“SAB”) Topic 5A, “Expenses of Offering.” Offering costs were allocated to
the separable financial instruments issued in the Initial Public Offering. Upon completion of the Initial Public Offering, offering costs
associated with warrant liabilities are expensed as incurred. Offering costs associated with the Units were allocated between temporary
equity and the Public Warrants by the relative fair value method. Offering costs of $534,172 consisted
principally of costs incurred in connection with preparation for the Initial Public Offering. These offering costs, together with the
underwriter fees of $12,650,000 (or $4,000,000 paid in cash upon the closing of the Initial Public Offering and a deferred fee of $8,650,000),
were allocated between temporary equity, the Public Warrants and the Private Warrants in a relative fair value method upon completion
of the Initial Public Offering. Of these costs,$442,567 were allocated to the Public Warrants and
to the Private Placement Warrants and are charged to the statement of operations.In
addition, the Company recorded the fair value of $999,517 (net of consideration) for an aggregate of 300,300 Class B shares transferred
toMizuho Securities USA LLC, the representative of the underwriters and
15,000 Class B shares transferred toCentaury Management Ltd., an investor
in the Sponsor, each transferred upon the closing of the Initial Public Offering



Class A
ordinary shares subject to possible redemption



The
Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance enumerated in ASC
480 “Distinguishing Liabilities from Equity”. Ordinary shares subject to mandatory redemption is classified as a liability
instrument and is measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption
rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within
the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’
equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered by the Company to be outside
of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at December 3, 2021, the 23,000,000
Class A ordinary shares subject to possible redemption in the amount of $234,600,000 at $10.20 per Public Share are
presented as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheet.





F-11







The
Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Class A ordinary
shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering,
the Company recognized a measurement adjustment from initial book value to redemption amount value. The change in the carrying value of
redeemable Class A ordinary shares resulted in charges against additional paid-in capital and accumulated deficit of approximately
$19.5 million.



At
December 31, 2021, the Class A ordinary shares reflected in the balance sheet are reconciled in the following table:







|Gross proceeds                                         |  | $ | 230,000,000 |  
|------------------------------------------------------ |  | - | ----------- | -
|Less:                                                  |  |   |             |  
|Offering costs allocated to Class A ordinary shares    |  |   | (13,741,123 | )
|Proceeds allocated to Public Warrants                  |  |   | (6,934,500  | )
|                                                       |  |   | (20,675,623 | )
|Plus:                                                  |  |   |             |  
|Remeasurement of carrying value to redemption value    |  |   | 25,275,623  |  
|Class A ordinary shares subject to possible redemption |  | $ | 234,600,000 |  



Net Income
per Ordinary Share



The
Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net income per ordinary
share is computed by dividing net income by the weighted average number of ordinary shares outstanding for the period. The Company applies
the two-class method in calculating earnings per share. The remeasurement adjustment associated with the redeemable Class A Ordinary Shares
is excluded from earnings per share as the redemption value approximates fair value.



The
calculation of diluted income per ordinary share does not consider the effect of the warrants issued in connection with the (i) Initial
Public Offering and (ii) the Private Placement. As of December 31, 2021, the Company did not have any dilutive securities or other
contracts that could, potentially, be exercised or converted into ordinary shares and subsequently share in the earnings of the Company.



The
following table reflects the calculation of basic and diluted net income per ordinary share.



|                                                      |  | For the period May 21, 2021 (Inception) Through |          
|----------------------------------------------------- |  | ----------------------------------------------- | ---------
|                                                      |  | December 31, 2021                               |          
|                                                      |  | Class A                                         |          
|Basic and diluted net income per ordinary share       |  |                                                 |          
|Numerator:                                            |  |                                                 |          
|Allocation of net income, as adjusted                 |  | $                                               | 772,173  
|Denominator:                                          |  |                                                 |          
|Basic and diluted weighted average shares outstanding |  |                                                 | 2,808,036
|Basic and diluted net income per ordinary share       |  | $                                               | 0.27     



Income
Taxes



The
Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred
tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial
statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are
measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to
be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period
that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected
to be realized.





F-12







ASC
740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax
positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely
than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to
unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and
penalties as of December 31, 2021. The Company is currently not aware of any issues under review that could result in significant
payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing
authorities since inception.



There
is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations,
income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements.



Concentration
of Credit Risk



Financial
instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution,
which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account.



Fair Value
of Financial Instruments



Fair
value is defined as the price that would be received for sale of an asset or paid to transfer of a liability, in an orderly transaction
between market participants at the measurement date. US GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs
used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets
or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:



| | • | Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;
| | - | ---------------------------------------------------------------------------------------------------------------------



| | • | Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



See
Note 9 for additional information regarding liabilities measured at fair value.



Derivative
Financial Instruments



The
Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded
derivatives in accordance with ASC Topic 815, “Derivatives and Hedging.” The Company’s derivative instruments
are recorded at fair value as of the closing date of the Initial Public Offering (December 3, 2021) and re-valued at each reporting date,
with changes in the fair value reported in the statements of operations. Derivative assets and liabilities are classified on the balance
sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12
months of the balance sheet date. The Company has determined the Public Warrants and the Private Placement Warrants are a derivative instrument.
As the Public Warrants and the Private Placement Warrants meet the definition of a derivative, the Public Warrants and the Private Placement
Warrants are measured at fair value at issuance and at each reporting date in accordance with ASC 820, “Fair Value Measurement”,
with changes in fair value recognized in the statement of operations in the period of change.





F-13







Warrant
Liabilities



The
Company accounts for the Public Warrants and the Private Placement Warrants issued in connection with the Initial Public Offering and
the Private Placement in accordance with the guidance contained in FASB ASC 815, “Derivatives and Hedging” whereby
under that provision, the Public Warrants and the Private Placement Warrants do not meet the criteria for equity treatment and must be
recorded as a liability. Accordingly, the Company classifies the warrant instrument as a liability at fair value and adjust the instrument
to fair value at each reporting period. This liability will be re-measured at each balance sheet date until the Public Warrants and the
Private Placement Warrants are exercised or expire, and any change in fair value will be recognized in the Company’s statement
of operations. The fair value at issuance was calculated using a Monte Carlo simulation model to value the Public Warrants and a modified
Black-Scholes model to value the Private Placement Warrants. The valuation models utilize inputs and other
assumptions and may not be reflective of the price at which they can be settled. Such warrant classification is also subject to re-evaluation
at each reporting period.Upon issuance of the Private Warrants, the Company recorded a charge of $4,177,274 to additional paid
in capital for the excess proceeds received from the sale of the Private Warrants over the fair value of private warrant liabilities.



Recent
Accounting Standards



In August 2020,
the FASB issued ASU No. 2020-06, “Debt -Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging
--Contracts in Entity's Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity's Own Equity ("ASU
2020-06")”, which simplifies accounting for convertible instruments by removing major separation models required under
current US GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative
scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The Company adopted ASU 2020-06 upon inception.
Adoption of the ASU did not impact the Company's financial position, results of operations or cash flows.



Management
does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect
on the Company’s financial statements.



NOTE 3 —
INITIAL PUBLIC OFFERING



Pursuant
to the Initial Public Offering and the underwriters’ exercise of the over-allotment option, the Company sold 23,000,000 Units at
a purchase price of $10.00 per Unit generating gross proceeds to the Company in the total amount of $230,000,000, which includes the full
exercise of the underwriter over-allotment option generating gross proceeds of $30,000,000 to the Company. Each Unit consists of one share
of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A common shares”), and one-half of
one redeemable warrant of the Company (each whole warrant, a “Warrant”), with each whole Warrant entitling the holder thereof
to purchase one whole Class A ordinary share at a price of $11.50 per share, subject to adjustment. See Note 8.



NOTE 4 —
PRIVATE PLACEMENTS



Simultaneously
with the closing of the Initial Public Offering and the exercise of the over-allotment option, the Company consummated the private sale
(the “Private Placement”) of an aggregate of 11,259,500 warrants (the “Private Placement Warrants”) at a purchase
price of $1.00 per Private Placement Warrant, generating gross proceeds to the Company in the amount of $11,259,500.



A
portion of the proceeds from the Private Placement Units was added to the proceeds from the Initial Public Offering held in the Trust
Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private
Placement Units held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable
law) and the Private Placement Units will be worthless.



The
Private Placement Warrants (including the Class A ordinary shares issuable upon exercise of the Private Placement Warrants) will not be
transferable, assignable or salable until 30 days after the completion of an Initial Business Combination, subject to certain exceptions.





F-14







NOTE 5 —
RELATED PARTIES



Founder
Shares



On
June 17, 2021, the Sponsor received 5,750,000 of the Company’s Class B ordinary shares (the “Founder Shares”) in
exchange for cash paid on behalf of the Company of $25,000. On August 7, 2021, the Sponsor surrendered and forfeited 718,750 Founder
Shares for no consideration, following which the Sponsor holds 5,031,250 Founder Shares. On November 30, 2021, the Company effected
a further issuance of founder shares, resulting in the Sponsor holding an aggregate of 5,750,000 founder shares. All share amounts
have been retroactively restated to reflect this surrender. The Founder Shares include an aggregate of up to 750,000 shares subject
to forfeiture to the extent that the underwriters’ over-allotment is not exercised in full or in part, so that the number of
Founder Shares will equal, on an as-converted basis, approximately 20% of the Company’s issued and outstanding ordinary shares
after the Initial Public Offering. Upon the exercise of the over-allotment option, these shares are no longer subject to
forfeiture.



The
Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur
of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the last reported
sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations,
recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business
Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction
that results in all of the Public Shareholders having the right to exchange their shares of ordinary shares for cash, securities or other
property.



Concurrent
with the closing of the offering, the sponsor transferred 30,000 Class B ordinary shares to each of the three independent directors, at
an aggregate purchase price of $150, or approximately $0.005 per share. The Company recorded share-based compensation of $569,868 to the
statement of operations for services rendered.



General and Administrative Services



Commencing
on November 30, 2021, the Company has agreed to pay the Sponsor a total of $15,000 per month for office space, utilities and secretarial
and administrative support. Upon completion of the Initial Business Combination or the Company’s liquidation, the Company will cease
paying these monthly fees. During the period ended December 31, 2021, the Company incurred $15,000 pursuant
to the administrative services agreement which was paid in full as of December 31, 2021.



Promissory
Note — Related Party



On
June 17, 2021, the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the
Company may borrow up to an aggregate principal amount of $300,000. The Promissory Note is non-interest bearing and payable on the earlier
of (i) December 31, 2022, or (ii) the consummation of the Proposed Public Offering. As of December 31, 2021, the amounts outstanding under
the Promissory Note were paid in full.



Working
Capital Loans



In
order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of
its officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”).
Such Working Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion of a Business Combination,
without interest, or, at the lender’s discretion, up to $1,500,000 of the notes may be converted upon completion of a Business Combination
into warrants at a price of $1.00 per warrant. Such warrants would be identical to the Private Placement Warrants. In the event that a
Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital
Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. As of December 31, 2021, there were
no amounts outstanding under the Working Capital Loans.



Time Extension Funding Loans



In
addition, in order to extend the Company’s time period for consummating a Business Combination, the Sponsor or an affiliate of
the Sponsor or certain of its officers and directors may, but are not obligated to, loan the Company funds as may be required. If
the Company completes its Business Combination, the Company will repay such loaned amounts. In the event that the Business
Combination does not close, no proceeds from the Trust Account would be used to repay such time extension funding loaned amounts. If
the Company does not complete a Business Combination, the Company will not repay such time extension funding loans. Up to $3,000,000
of loans made to extend the time period for consummating an initial business combination may be convertible into private placement
warrants of the post-business combination entity at a price of $1.00 per warrant at the option of the lender. Such warrants would be
identical to the private placement warrants. Except as set forth above, the terms of such loans, if any, have not been determined
and no written agreements exist with respect to such loans. Prior to the completion of a Business Combination, the Company does not
expect to seek loans from parties other than the Sponsor or an affiliate of the Sponsor as the Company does not believe third
parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in the Trust
Account.





F-15







NOTE 6 —
COMMITMENTS AND CONTINGENCIES



Registration
Rights



The
holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans or
Extension Loan (and any shares of ordinary shares issuable upon the exercise of the Private Placement Warrants or warrants issued upon
conversion of the Working Capital Loans or Extension Loan and upon conversion of the Founder Shares) are entitled to registration rights
pursuant to a registration rights agreement requiring the Company to register such securities for resale (in the case of the Founder Shares,
only after conversion to shares of Class A ordinary shares). The holders of these securities are entitled to make up to three demands,
excluding short form registration demands, that the Company register such securities. In addition, the holders have certain “piggy-back”
registration rights with respect to registration statements filed subsequent to completion of a Business Combination and rights to require
the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement
provides that the Company will not be required to effect or permit any registration or cause any registration statement to become effective
until the securities covered thereby are released from their lock-up restrictions. The Company will bear the expenses incurred in connection
with the filing of any such registration statements.



Underwriting
Agreement



The
Company granted the underwriters a 45-day option from the date of Initial Public Offering to purchase up to 3,000,000 additional Units
to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions.



On
December 3, 2021, concurrent with the closing of the offering, the underwriters were paid a cash underwriting discount of $0.20 per Unit,
or $4,000,000 in the aggregate (regardless of whether the underwriters’ over-allotment option to purchase additional units is exercised
in full), which was paid upon the closing of the Initial Public Offering. In addition, the underwriters will be entitled to a deferred
fee of $0.35 per Unit, or $7,000,000 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held
in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.



On December 8,
2021, the Company consummated the closing of the sale of an additional 3,000,000 Option Units at $10.00 per Option Unit, pursuant to the
underwriters’ exercise in full of their over-allotment option, generating gross proceeds of $30,000,000. The Company recorded an
additional deferred fee of $1,650,000 to be paid upon completion of a Business Combination.



The Representative
Shares have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the
date of the effectiveness of the registration statement of which this prospectus forms a part pursuant to Rule 5110(e)(1) of the FINRA
Manual. Concurrent with the closing of the Initial Public Offering, the Sponsor transferred 15,000 Class B ordinary shares to Centaury
Management Ltd., an investor in the Sponsor, at an aggregate purchase price of $75, or approximately $0.005 per share. the Sponsor also
transferred 300,300 Class B ordinary shares to Mizuho Securities USA LLC, the representative of the underwriters, at an aggregate purchase
price of $1,000,000, or approximately $3.33 per share. The Company thus recorded additional transaction costs of $999,517, the grant date
fair value of the shares net of consideration received.



NOTE 7 —
SHAREHOLDERS’ DEFICIT



Preference
Shares — The Company is authorized to issue 5,000,000 shares of preference shares with a par value of $0.0001 per share
with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of
directors. As of December 31, 2021, there were no shares of preference shares issued or outstanding.





F-16







Class A
Ordinary Shares — The Company is authorized to issue 500,000,000 shares of Class A ordinary shares with a par value of $0.0001
per share. Holders of Class A ordinary shares are entitled to one vote for each share. As of December 31, 2021 there were 23,000,000 shares
of Class A ordinary shares issued and outstanding, respectively, including 23,000,000 shares of Class A ordinary shares subject to possible
redemption at December 31, 2021.



Class B
Ordinary Shares— The Company is authorized to issue
50,000,000 shares of Class B ordinary shares with a par value of $0.0001 per share. Holders of Class B ordinary shares are entitled to
one vote for each share. On November 30, 2021, the Company effected a further issuance of founder shares, resulting in the Sponsor holding
an aggregate of 5,750,000 founder shares. As of December 31, 2021, there were 5,750,000 shares of Class B ordinary shares issued
and outstanding.



Only
holders of the Class B ordinary shares will have the right to vote on the election of directors prior to the Business Combination. Holders
of ordinary shares, holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on
all matters submitted to a vote of the shareholders except as otherwise required by law. In connection with a Business Combination, the
Company may enter into a shareholders agreement or other arrangements with the shareholders of the target or other investors to provide
for voting or other corporate governance arrangements that differ from those in effect upon completion of the Initial Public Offering.



The
shares of Class B ordinary shares will automatically convert into Class A ordinary shares at the time of a Business Combination, or earlier
at the option of the holder, on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A ordinary shares,
or equity-linked securities, are issued or deemed issued in excess of the amounts issued in the Initial Public Offering and related to
the closing of a Business Combination, the ratio at which shares of Class B ordinary shares shall convert into shares of Class A ordinary
shares will be adjusted (unless the holders of a majority of the then-outstanding shares of Class B ordinary shares agree to waive such
adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A ordinary shares issuable upon
conversion of all shares of Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total
number of all shares of ordinary shares outstanding upon the completion of Initial Public Offering plus all shares of Class A ordinary
shares and equity-linked securities issued or deemed issued in connection with a Business Combination (net of the number of shares of
Class A ordinary shares redeemed in connection with a Business Combination), excluding any shares or equity-linked securities issued or
issuable to any seller of an interest in the target to the Company in a Business Combination.



NOTE 8 —
WARRANTS LIABILITIES



Public
Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only
whole warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business
Combination and (b) 12 months from the closing of the Proposed Public Offering. The Public Warrants will expire five years after the completion
of a Business Combination or earlier upon redemption or liquidation.



The
Company will not be obligated to deliver any shares of Class A ordinary share pursuant to the exercise of a warrant and will have no obligation
to settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of the shares of Class
A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of Class
A ordinary shares is available, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from
registration is available. No warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue
any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified
under the securities laws of the state of residence of the exercising holder, or an exemption from registration is available.



The
Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of a Business
Combination, the Company will use its commercially reasonable efforts to file, and within 60 business days following a Business
Combination to have declared effective, a registration statement covering the issuance of the shares of Class A ordinary shares
issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A ordinary shares
until the warrants expire or are redeemed. Notwithstanding the above, if the Class A ordinary share is at the time of any exercise
of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security”
under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their
warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the
Company so elects, the Company will not be required to file or maintain in effect a registration statement, but will use its
commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not
available.





F-17







Redemption
of Warrants When the Price per Share of Class A Ordinary Share Equals or Exceeds $18.00— Once the warrants become exercisable,
the Company may redeem the outstanding Public Warrants:



| | • | in whole and not in part;
| | - | -------------------------
| |   |                          

| | • | at a price of $0.01 per Public Warrant;
| | - | ---------------------------------------
| |   |                                        

| | • | upon a minimum of 30 days’ prior written notice of redemption, or the 30-day
redemption period to each warrant holder; and
| | - | --------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                           

| | • | if, and only if, the last reported sale price of the Class A ordinary shares equals
or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganization, recapitalizations and the like) for any 10
trading days within a 20-trading day period ending on the third trading day prior to the date on which the Company sends the notice of
redemption to warrant holders.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



If and when the
warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the
underlying securities for sale under all applicable state securities laws.



Redemption
of Warrants When the Price per Share of Class A Ordinary Share Equals or Exceeds $10.00— Once the warrants become exercisable,
the Company may redeem the outstanding Public Warrants:



| | • | in whole and not in part;
| | - | -------------------------
| |   |                          

| | • | at a price of $0.10 per warrant provided that the holder will be able to exercise
their warrants on cashless basis prior to redemption and receive that number of shares based on the redemption date and the fair market
value of the Class A ordinary shares;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                

| | • | upon a minimum of 30 days’ prior written notice of redemption;
| | - | --------------------------------------------------------------
| |   |                                                               

| | • | if, and only if, the last reported sale price of the Class A ordinary share equals
or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganization, recapitalizations and the like) for any 10
trading days within a 20-trading day period ending on the third trading day prior to the date on which the Company sends the notice of
redemption to the warrant holders; and
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The
Private Placement Warrants are identical to the Public Warrants underlying the Units being sold in the Initial Public Offering, except
that the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will
not be transferable, assignable or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions.
Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable, except as described above,
so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone
other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and
exercisable by such holders on the same basis as the Public Warrants.



The
Company accounts for the 22,759,500 warrants to be issued in connection with the Initial Public Offering (including 11,500,000 Public
Warrants and 11,259,500 Private Placement Warrants) in accordance with the guidance contained in ASC 815-40. Such guidance provides that
because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability.



The
accounting treatment of derivative financial instruments requires that the Company record a derivative liability upon the closing of
the Initial Public Offering. Accordingly, the Company will classify each warrant as a liability at its fair value and the warrants will
be allocated a portion of the proceeds from the issuance of the Units equal to its fair value determined by the Monte Carlo simulation.
This liability is subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liability will be
adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations. The Company will reassess
the classification at each balance sheet date. If the classification changes as a result of events during the period, the warrants will
be reclassified as of the date of the event that causes the reclassification.





F-18









Upon
issuance of the derivative warrants, the Company recorded a derivative liability of $14,106,726 on the balance sheet. The fair value of
the Private Placement Warrants exceeded the proceeds received from the Private Placement Warrants and the Company recorded a charge of
$4,177,274 to additional paid in capital.



NOTE 9 —
FAIR VALUE MEASUREMENTS



The following
table presents information about the Company’s assets and liabilities that are measured at fair value at December 31, 2021, and
indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:



|Description                                    |  | Level |   |  | December 31,
 2021 |  
|---------------------------------------------- |  | ----- | - |  | ------------------ | -
|Investments held in Trust Account              |  |       | 1 |  |                    | $
|                                               |  |       |   |  |                    |  
|Liabilities:                                   |  |       |   |  |                    |  
|Warrant liability – Private Placement Warrants |  |       | 3 |  |                    |  
|Warrant liability – Public Warrants            |  |       | 3 |  |                    |  
|                                               |  |       |   |  |                    | $



The Public
Warrants and the Private Placement Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within liabilities
on the balance sheet. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value
presented within change in fair value of warrant liabilities in the statement of operations.



The Company
used a Monte Carlo simulation model to value the Public Warrants and a modified Black-Scholes model to value the Private Placement Warrants.
The Company allocated the proceeds received from (i) the sale of Units (which is inclusive of one Class A ordinary share and one-half
of one Public Warrant), (ii) the sale of Private Warrants, and (iii) the issuance of Class B ordinary shares, first to the warrants based
on their fair values as determined at initial measurement, with the remaining proceeds allocated to Class A ordinary shares subject to
possible redemption (temporary equity) and Class B ordinary shares (permanent equity) based on their relative fair values at the initial
measurement date. The Public Warrants and the Private Placement Warrants were classified within Level 3 of the fair value hierarchy at
the measurement dates due to the use of unobservable inputs. Inherent in pricing models are assumptions related to expected share-price
volatility, expected life and risk-free interest rate. The Company estimates the volatility of its ordinary shares based on historical
volatility that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon
yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants
is assumed to be equivalent to their remaining contractual term.



The key inputs
into the Monte Carlo simulation model and the modified Black-Scholes model were as follows at initial measurement:



|                                         |  | December 3,
 2021 |           |   | December 31,
 2021 |  
|---------------------------------------- |  | ----------------- | --------- | - | ------------------ | -
|Share price                              |  | $                 | 9.56      |   |                    | $
|Exercise price                           |  | $                 | 11.50     |   |                    | $
|Risk-free interest rate                  |  |                   | 1.26      | % |                    |  
|Expected life of warrants                |  |                   | 6.7 years |   |                    |  
|Expected volatility of underlying shares |  |                   | 12.3      | % |                    |  
|Dividend yield                           |  |                   | 0         | % |                    |  
|Probability of business combination      |  |                   | 70        | % |                    |  





F-19







The following
table provides a summary of the changes in the fair value of the Company’s Level 3 financial instruments that are measured at fair
value on a recurring basis:



|                                                       |  | Private
 Placement |            |   | Public |   |            | Warrant
 Liabilities | 
|------------------------------------------------------ |  | ------------------ | ---------- | - | ------ | - | ---------- | -------------------- | 
|Fair value at May 21, 2021 (inception)                 |  | $                  | —          |   |        | $ | —          |                      | 
|                                                       |  |                    |            |   |        |   |            |                      | 
|Initial measurement at December 3 and December 8, 2021 |  |                    | 7,082,226  |   |        |   | 6,934,500  |                      | 
|Change in fair value of derivative liabilities         |  |                    | (1,700,185 | ) |        |   | (1,736,500 | )                    | 
|Fair value at December 31, 2021                        |  | $                  | 5,382,041  |   |        | $ | 5,198,000  |                      | 



As
of December 31, 2021, the derivative warrant liability was $10,580,041. In addition, for the period ended December 31, 2021, the Company
recorded a gain of $3,436,685 on the change in fair value of the derivative warrant liabilities on the statements of operations. The fair
value of the Private Placement Warrants exceeded the proceeds received from the Private Placement Warrants and the Company recorded a
charge of $4,177,274 to additional paid in capital.



As
discussed above, the Sponsor transferred Class B founder shares to three independent directors, the representative of the
underwriters and an investor in the Sponsor. In order to calculate the fair value of these shares, theCompany used a Monte
Carlo simulation model. Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting
period in which a change in valuation technique or methodology occurs. Other than as mentioned, there are no transfers for the
period from May 21, 2021 (inception) through December 31, 2021.



The key inputs
into the Monte Carlo simulation model were as follows at initial measurement:



|                                         |  | December 3,
 2021 |           
|---------------------------------------- |  | ----------------- | ----------
|Share price                              |  | $                 | 9.56      
|Risk-free interest rate                  |  |                   | 0.76      
|Expected life                            |  |                   | 2.46 years
|Expected volatility of underlying shares |  |                   | 12.3      
|Dividend yield                           |  |                   | 0         



NOTE 10 —
SUBSEQUENT EVENTS



The
Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statement
was available to be issued. Based upon this review, the Company did not identify any other subsequent events that would have required
adjustment to or disclosure in the financial statements.





F-20