Jin-Goon Kim
About Jin-Goon Kim
Jin-Goon Kim, 57, is the Founder and Chairman of TLGY Acquisition Corporation and has served as Chairman since the company’s founding; he was Chief Executive Officer from inception until June 19, 2024, when he resigned from the CEO and interim CFO roles and remained Board Chairman . He is described as a senior leader with two decades in private equity and as a transformational CEO, with industry recognitions; he currently serves as a manager of Longhua Innovation Capital Investment and is the sole manager of TLGY Holdings LLC, the manager of TLGY’s former sponsor .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TLGY Acquisition Corporation | Chairman | Since founding; continuing as of Mar 5, 2025 | Board leadership; no committee chair roles disclosed |
| TLGY Acquisition Corporation | Chief Executive Officer | From founding until Jun 19, 2024 | Led SPAC until sponsor transfer; resigned from CEO and interim CFO while remaining Chairman |
| TLGY Holdings LLC (manager of former sponsor) | Sole Manager | Current as of Apr 7, 2025 | Manager of entity controlling former sponsor—potential related-party nexus |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Longhua Innovation Capital Investment | Manager | Current | Investment management; no public-company board committees disclosed |
Board Governance
- Board composition and independence: Independent directors are Christina Favilla, Enrique Klix, and Niraj Javeri; Mr. Kim is Chairman and not listed as an independent director .
- Committee structure: Audit (Chair: Niraj Javeri; members: Enrique Klix, Christina Favilla); Compensation (Chair: Enrique Klix; members: Javeri, Favilla); Nominating & Corporate Governance (Chair: Christina Favilla; members: Klix, Javeri). Mr. Kim is not a member of these committees .
- Years of service: Chairman since founding; signed FY2024 10-K as Chairman on Mar 5, 2025 .
- Disclosure controls: As of Q3 2025, CEO and CFO concluded disclosure controls were effective . Prior report for FY2023 noted a material weakness regarding accounting for complex financial instruments, since remediated in later period disclosures .
Fixed Compensation
| Component | Kim-specific disclosure | Notes |
|---|---|---|
| Annual retainer (cash) | None disclosed/pre-combination; company states no cash compensation to sponsor, officers or directors prior to completion of an initial business combination | Directors/officers reimbursed only for out-of-pocket expenses |
| Committee chair fees | None disclosed/pre-combination | Committee chairs are independent directors |
| Meeting fees | None disclosed/pre-combination | — |
| Expense reimbursements | Yes, for out-of-pocket expenses related to SPAC activities | Reviewed quarterly by audit committee |
Performance Compensation
| Metric | Target | Outcome |
|---|---|---|
| Performance-based director metrics (e.g., TSR, EBITDA) | Not disclosed/pre-combination | SPAC states no compensation of any kind to sponsor, officers and directors prior to business combination |
Other Directorships & Interlocks
- Current public-company directorships: Not disclosed beyond TLGY .
- Private/manager roles: Manager of Longhua Innovation Capital Investment; sole manager of TLGY Holdings LLC (manager of former sponsor), establishing a potential sponsor-related interlock .
Expertise & Qualifications
- Senior private equity and CEO experience; recognized with awards (e.g., TPG Annual CEO Conference “Outstanding Growth,” industry accolades). These qualifications are cited in TLGY’s biography section and underpin operational and value-creation expertise relevant to SPAC execution .
Equity Ownership
| Holder | Security Type | Amount | Notes |
|---|---|---|---|
| Jin-Goon Kim | Founder Shares (Class B) | 981,552 | Beneficial ownership disclosed in proxy; sponsors and directors held 5,107,767 Founder Shares collectively at record date |
| Outstanding shares at record date (Mar 31, 2025) | Class A / Class B | 3,717,207 Class A; 5,750,000 Class B | For context on ownership base |
- Founder shares restrictions and conversions: Concurrent with April 2025 amendments, Founder Shareholders agreed to conversion rights and restrictions; on April 18, 2025, current sponsors and former sponsor elected to convert 5,334,700 Founder Shares into 5,344,700 Class A ordinary shares (aggregate). Lock-ups and earnout mechanics attached to sponsor support arrangements related to the proposed business combination .
Related Party Transactions and Conflicts
- Securities Transfer and sponsor changes: On April 16, 2024, a Securities Transfer Agreement led to current sponsors purchasing founder shares and private placement warrants; on June 19, 2024 Mr. Kim resigned as CEO/interim CFO while remaining Chairman . The Administrative Services Agreement with former sponsor was terminated on June 19, 2024 with mutual releases .
- CPC Funds Indemnification Agreement (June 21, 2024): Company agreed to indemnify current sponsors and affiliates for certain claims; indemnity excludes access to trust account funds .
- Sponsor support: Founder Shareholders agreed to vote in favor of the Business Combination and to exchange certain shares into Class B and earnout structures post-closing; restrictions on transfer pre-closing were reaffirmed .
- SPAC conflicts: Company discloses founder and sponsor ownership may create conflicts (e.g., incentives to consummate suboptimal transactions), and that officers/directors may negotiate post-combination compensation; independent fairness opinions required if target is affiliated .
Governance Assessment
- Positives:
- Independent committee chairs across Audit, Compensation, and Nominating & Governance; Mr. Kim not serving on gatekeeping committees reduces self-review risk .
- Disclosure controls assessed effective as of Q3 2025, indicating remediation of prior control weakness .
- Founder share restrictions and documented sponsor support agreements provide transparency on voting and earnout terms .
- Concerns and red flags:
- Founder/sponsor ownership creates potential misalignment; risk of incentives to complete a deal despite public shareholder value concerns is explicitly disclosed .
- Broad indemnification of current sponsors via CPC Funds Indemnification Agreement (while excluding trust funds) may signal strong sponsor protections over public investors .
- Delisting from Nasdaq (Dec 2024) and OTC quotation highlight market/liquidity risks and may impair governance optics and capital access .
- Limited cash outside trust ($3,769 at Dec 31, 2024) and going-concern disclosure increase execution risk; high transaction costs expected around any business combination .
- Prior internal control weakness (FY2023) on complex financial instruments indicates historical control risk, though later periods improved .