425: TLGY Acquisition Corp. Advances StablecoinX Merger

TLGY Acquisition Corp. provides an update on its proposed business combination with StablecoinX, which will result in StablecoinX becoming a publicly traded company.

Summary

• TLGY Acquisition Corp. (TLGY), StableCoinX Assets Inc. (SC Assets), and StableCoinX Inc. (StablecoinX) entered into a Business Combination Agreement on July 21, 2025.
• The transaction will result in TLGY and SC Assets becoming wholly-owned subsidiaries of StablecoinX, with StablecoinX becoming a publicly traded company.
• On January 29, 2026, SC Assets posted related information on X.com and LinkedIn, and this Form 425 was filed with the SEC.
• StablecoinX has filed a registration statement on Form S-4 (the Registration Statement) with the SEC, which includes a preliminary proxy statement for TLGY and a preliminary prospectus for StablecoinX.
• TLGY will mail the definitive proxy statement/prospectus to its shareholders for an Extraordinary General Meeting to vote on the transaction after the Registration Statement is declared effective.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a standard procedural update for a proposed business combination. While the transaction itself is a positive step towards public listing, the extensive list of inherent risks associated with the crypto industry and de-SPAC transactions warrants a cautious, neutral-to-slightly-positive sentiment.

Positives

• The proposed transaction will enable StablecoinX to become a publicly traded company, potentially increasing its visibility and access to capital markets.
• Management anticipates upside potential and opportunity for investors, along with plans for value creation and strategic advantages.
• Forward-looking statements highlight ENA's growing prominence as an issuer of digital dollars on-chain and StablecoinX's strategic stake in the Ethena Protocol.

Risks

• The proposed transaction may not be completed in a timely manner or at all, potentially affecting TLGY's securities price.
• There is a risk that the proposed transaction may not be completed by TLGY's business combination deadline.
• Failure by the parties to satisfy closing conditions, including TLGY shareholder approval and StablecoinX's listing on a national securities exchange, could prevent completion.
• Anticipated benefits of the proposed transaction may not be realized.
• A high level of redemptions by TLGY's public shareholders could reduce public float, liquidity, and impact StablecoinX's ability to list its shares.
• The third-party fairness opinion for TLGY's board of directors may be deemed insufficient.
• StablecoinX may fail to obtain or maintain the listing of its securities on any securities exchange after closing.
• Risks include potential regulatory delays or impediments, changes to or failure to launch the proposed Converge network, or changes in ENA prices.
• Costs related to the proposed transaction and becoming a public company could be significant.
• Changes in business, market, financial, political, and regulatory conditions could adversely affect the combined company.
• StablecoinX's anticipated operations and business face risks due to the volatile nature of ENA's price.
• StablecoinX's stock price is expected to be highly correlated to the price of ENA, which may decrease before or after closing.
• Increased competition in the industries where StablecoinX will operate poses a challenge.
• Significant legal, commercial, regulatory, and technical uncertainty surrounds ENA and the treatment of crypto assets for U.S. and foreign tax purposes.
• After consummation, StablecoinX may experience difficulties managing growth and expanding operations.
• Launching and growing StablecoinX's ENA treasury advisory and digital marketing/strategy services could be difficult.
• Challenges in implementing StablecoinX's business plan may arise from operational issues, significant competition, and regulation.
• There is a risk of being considered a shell company by any stock exchange or the SEC, which could impact listing and reliance on certain rules.
• The outcome of any potential legal proceedings instituted against StablecoinX, SC Assets, TLGY, or others following the announcement of the proposed transaction is uncertain.

Future Outlook

StablecoinX anticipates becoming a publicly traded company, with plans to develop a corporate architecture capable of supporting its treasury initiatives and strategic stake in the Ethena Protocol. The company expects ENA's growing prominence as an issuer of digital dollars on-chain and aims for value creation, strategic advantages, and capitalizing on market size and growth opportunities for investors.

Industry Context

StockSavvy.ai notes that this filing highlights the ongoing trend of SPACs seeking to merge with private companies, particularly within the burgeoning and often volatile digital asset and cryptocurrency sector. The focus on StablecoinX and its connection to ENA and the Ethena Protocol places it squarely within the evolving landscape of decentralized finance (DeFi) and stablecoin innovation. The extensive list of risk factors underscores the significant regulatory, market, and technological uncertainties inherent in this industry, a common theme for companies operating in the crypto space.

Stakeholder Impact

• **Shareholders (TLGY):** Will be required to vote on the proposed transaction and face potential dilution or changes in their investment as TLGY becomes a subsidiary of StablecoinX. They also face the risk of redemptions impacting liquidity.
• **Shareholders (StablecoinX):** Will become shareholders of a publicly traded company, gaining liquidity but also exposure to market volatility, particularly linked to ENA's price.
• **Investors:** The transaction presents a potential investment opportunity in the digital asset space, but with significant risks related to regulatory uncertainty, market volatility, and the successful integration and operation of the combined entity.

Next Steps

• The Registration Statement on Form S-4, including the preliminary proxy statement/prospectus, needs to be declared effective by the SEC.
• TLGY will mail the definitive proxy statement/prospectus to its shareholders.
• An Extraordinary General Meeting of TLGY's shareholders will be held to vote on the proposed transaction.
• StablecoinX's securities are expected to be listed on a national securities exchange upon closing of the transaction.
• The proposed business combination transaction is expected to be consummated.

Key Dates

Keywords

StablecoinX, TLGY Acquisition Corp, SPAC, Business Combination, Merger, Crypto, Digital Assets, ENA, SEC Filing, Form S-4, Public Company, De-SPAC, Ethena Protocol