425: TLGY & StablecoinX Merger Update: S-4 Filed

TLGY Acquisition Corp. and StablecoinX Inc. provide an update on their proposed business combination, confirming the filing of a Form S-4 registration statement.

Summary

• TLGY Acquisition Corp. (TLGY), StableCoinX Assets Inc. (SC Assets), StableCoinX Inc. (StablecoinX), StableCoinX SPAC Merger Sub LLC, and StableCoinX Company Merger Sub, Inc. 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 14, 2026, SC Assets posted updates on X.com and LinkedIn relating to the proposed transaction, which are provided herewith.
• StablecoinX has filed a registration statement on Form S-4 with the SEC, including a preliminary proxy statement of TLGY and a preliminary prospectus of StablecoinX.
• After the Registration Statement is declared effective, TLGY will mail the definitive proxy statement/prospectus to its shareholders for an Extraordinary General Meeting to vote on the transaction.

Sentiment

Score: 5

Explanation: The filing is a procedural update regarding a previously announced business combination, providing standard disclosures and a comprehensive list of risks associated with the transaction and the digital asset industry. It does not contain new financial results or significant operational news that would sway sentiment strongly in either direction.

Positives

• The proposed business combination aims to make StablecoinX a publicly traded company, offering a path to public market access.
• The transaction is progressing with the formal filing of the Form S-4 registration statement with the SEC.

Risks

• The proposed Transaction may not be completed in a timely manner or at all, which could adversely affect the price of TLGY's securities.
• The proposed Transaction may not be completed by TLGY's business combination deadline.
• Failure by the parties to satisfy the conditions to the consummation of the proposed Transaction, including TLGY shareholder approval and the listing of StablecoinX's securities on a national securities exchange.
• Failure to realize the anticipated benefits of the proposed Transaction.
• A high level of redemptions by TLGY's public shareholders could reduce the public float and liquidity of StablecoinX's Class A common stock, potentially impacting its listing ability.
• The third-party fairness opinion for TLGY's board of directors may be insufficient in determining whether or not to pursue the proposed Transaction.
• StablecoinX may fail to obtain or maintain the listing of its securities on any securities exchange after the closing of the proposed Transaction.
• Potential regulatory delays or impediments, changes to or a failure to launch the proposed Converge network, or changes in ENA prices could affect the consummation of the proposed Transaction.
• Costs related to the proposed Transaction and the process of becoming a public company.
• Changes in business, market, financial, political, and regulatory conditions could impact the transaction and future operations.
• Risks relating to StablecoinX's anticipated operations and business, including the volatile nature of the price of ENA and its ability to operate its business on the proposed Converge network.
• StablecoinX's stock price may be highly correlated to the price of ENA, and the price of ENA may decrease before or after the closing of the proposed Transaction.
• Increased competition in the industries in which StablecoinX will operate.
• Significant legal, commercial, regulatory, and technical uncertainty regarding ENA.
• Risks relating to the treatment of crypto assets for U.S. and foreign tax purposes.
• Difficulties managing growth and expanding operations after the consummation of the proposed Transaction.
• Challenges in launching and growing StablecoinX's ENA treasury advisory and services in digital marketing and strategy.
• Challenges in implementing StablecoinX's business plan due to operational challenges, significant competition, and regulation.
• StablecoinX could be considered a shell company by any stock exchange or the SEC, which may impact its ability to list securities and restrict reliance on certain rules.
• The outcome of any potential legal proceedings that may be instituted against StablecoinX, SC Assets, TLGY, or others following the announcement of the proposed Transaction.

Future Outlook

The proposed business combination aims to make StablecoinX a publicly traded company, with expectations for its listing on a national securities exchange. Future operations include developing a corporate architecture for treasury initiatives and a strategic stake in the Ethena Protocol, with plans for value creation and growth in digital assets, subject to market, regulatory, and technological trends.

Industry Context

This filing reflects the ongoing trend of Special Purpose Acquisition Companies (SPACs) merging with private companies, particularly those in the digital asset and cryptocurrency space, to facilitate public listings. The mention of ENA and the Ethena Protocol places StablecoinX within the evolving stablecoin and decentralized finance (DeFi) ecosystem, an area subject to significant regulatory scrutiny and market volatility.

Legal Proceedings

• Potential legal proceedings that may be instituted against StablecoinX, SC Assets, TLGY or others following announcement of the proposed Transaction are listed as a risk factor.

Stakeholder Impact

• Shareholders of TLGY will be required to vote on the transaction at an Extraordinary General Meeting.
• TLGY shareholders face potential impact on their securities price if the transaction is not completed.
• A high level of redemptions by TLGY's public shareholders could reduce the public float and liquidity of the combined company's stock.
• Investors are advised to carefully consider the risk factors and information in the Registration Statement and other SEC filings before making investment decisions.

Next Steps

• The Registration Statement on Form S-4 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 Transaction.
• StablecoinX aims to become a publicly traded company and list its securities on a national securities exchange.
• StablecoinX plans to develop a corporate architecture to support its treasury initiatives and strategic stake in the Ethena Protocol.

Key Dates

Keywords

SPAC, Business Combination, Merger, StablecoinX, TLGY Acquisition Corp., SEC Filing, Form S-4, Proxy Statement, Prospectus, Ethena Protocol, ENA, Digital Assets, Cryptocurrency