TLGY Acquisition (OTC: TLGUF) outlines StablecoinX SPAC merger risks

Rhea-AI Filing Summary

TLGY Acquisition Corp. and StablecoinX Inc. describe their planned SPAC merger, which would make TLGY and StableCoinX Assets wholly owned subsidiaries of StablecoinX and result in StablecoinX becoming a publicly traded company. The companies note that SC Assets has shared posts on X.com and LinkedIn about the proposed transaction.

The text explains that a registration statement on Form S-4 has been filed, containing a proxy statement/prospectus for TLGY shareholders, who will be asked to vote at an extraordinary general meeting. It emphasizes extensive forward-looking statements and risk factors, including the possibility the deal may not close, regulatory and listing uncertainties, ENA price and regulatory risks, high potential redemptions, and challenges in executing StablecoinX’s planned digital-asset and treasury-focused business strategy.

Insights

SPAC and capital markets analyst

SPAC merger framework outlined with extensive crypto-related risks.

The text describes a business combination in which TLGY Acquisition Corp. and StableCoinX Assets Inc. would become subsidiaries of StablecoinX Inc., which aims to list its Class A common stock on a national securities exchange. This is a typical de-SPAC structure, using a Form S-4 registration statement that doubles as a proxy for TLGY shareholders and a prospectus for StablecoinX.

The disclosure focuses on forward-looking statements and a long list of risk factors. These include the possibility that the transaction does not close, failure to obtain TLGY shareholder approval, potential issues securing or maintaining a stock exchange listing, and high shareholder redemptions reducing public float and liquidity. There are also specific risks tied to ENA’s price volatility, regulatory uncertainty around crypto assets, and the Converge network on which StablecoinX plans to operate.

For investors evaluating this SPAC merger, the key elements described are the dependence on ENA-related assets, regulatory and tax treatment of crypto, and execution challenges in launching and scaling StablecoinX’s treasury advisory and digital services. Future company disclosures, including the final proxy statement/prospectus and risk factor sections referenced here, will frame how these risks and the proposed business model evolve by closing.

Filed by TLGY Acquisition Corp.

Pursuant to Rule 425 under the Securities Act of 1933

and deemed filed pursuant to Rule 14a-12

under the Securities Exchange Act of 1934

Subject Company: StablecoinX Inc.

Commission File No. 333-290567

Date: January 16, 2026

As previously announced, on July 21, 2025, TLGY Acquisition Corp., a Cayman Islands exempted company (“TLGY”), StableCoinX Assets Inc., a Delaware corporation (“SC Assets”), StableCoinX Inc., a Delaware corporation, (“StablecoinX”), StableCoinX SPAC Merger Sub LLC, a Delaware limited liability company and a wholly-owned subsidiary of StablecoinX (“SPAC Merger Sub”), and StableCoinX Company Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of StablecoinX (“Company Merger Sub”), entered into a business combination agreement (the “Business Combination Agreement”), for a business combination transaction (the “Transaction”) that will result in, among other things, TLGY and SC Assets becoming wholly owned subsidiaries of StablecoinX and StablecoinX becoming a publicly traded company.

On January 16, 2026, SC Assets posted on X.com and LinkedIn relating to the proposed Transaction. Such posts are provided herewith.

 

 

###

2

Additional Information and Where to Find It

In connection with the Transaction, StablecoinX has filed with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 (the “Registration Statement”), which includes a preliminary proxy statement of TLGY and a preliminary prospectus of StablecoinX, and after the Registration Statement is declared effective, TLGY will mail the definitive proxy statement/prospectus relating to the Transaction to its shareholders as of the record date to be established for voting at the extraordinary general meeting of TLGY’s shareholders to be held in connection with the Transaction (the “Extraordinary General Meeting”). The Registration Statement, including the proxy statement/prospectus contained therein, contains important information about the Transaction and the other matters to be voted upon at the Extraordinary General Meeting. This communication does not contain all the information that should be considered concerning the Transaction and other matters and is not intended to provide the basis for any investment decision or any other decision in respect of such matters. TLGY and StablecoinX may also file other documents with the SEC regarding the Transaction. TLGY’s shareholders and other interested persons are advised to read, the Registration Statement, including the preliminary proxy statement/prospectus contained therein, the amendments thereto and the definitive proxy statement/prospectus and other documents filed in connection with the Transaction, when available, as these materials will contain important information about TLGY, SC Assets, StablecoinX and the Transaction.

TLGY’s shareholders and other interested persons will be able to obtain copies of the Registration Statement, including the preliminary proxy statement/prospectus contained therein, the definitive proxy statement/prospectus and other documents filed or that will be filed by TLGY and StablecoinX with the SEC, when available, free of charge, through the website maintained by the SEC at www.sec.gov.

3

Forward-Looking Statements

This communication includes certain statements that may constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act, and Section 21E of the Exchange Act. Forward-looking statements include, but are not limited to, statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “seek,” “should,” “target,” “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. Such forward-looking statements with respect to the proposed Transaction include expectations, hopes, beliefs, intentions, plans, prospects, financial results or strategies regarding SC Assets, StablecoinX, TLGY and the proposed Transaction, statements regarding the anticipated benefits and timing of the completion of the proposed Transaction, the assets held by SC Assets and StablecoinX, the price and volatility of ENA, ENA’s growing prominence as an issuer of digital dollars on-chain, StablecoinX’s listing on any securities exchange, the macro, political and regulatory conditions surrounding ENA, the planned business strategy including StablecoinX’s ability to develop a corporate architecture capable of supporting its treasury initiatives and strategic stake in the Ethena Protocol, plans and use of proceeds, objectives of management for future operations of StablecoinX, the upside potential and opportunity for investors, StablecoinX’s plan for value creation and strategic advantages, market size and growth opportunities, regulatory conditions, technological and market trends, future financial condition and performance and expected financial impacts of the proposed Transaction, the satisfaction of closing conditions to the proposed Transaction and the level of redemptions of TLGY’s public shareholders, and StablecoinX’s expectations, intentions, strategies, assumptions or beliefs about future events, results of operations or performance or that do not solely relate to historical or current facts. Forward-looking statements are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this communication, including, but not limited to: the risk that the proposed Transaction may not be completed in a timely manner or at all, which may adversely affect the price of TLGY’s securities; the risk that the proposed Transaction may not be completed by TLGY’s business combination deadline; the failure by the parties to satisfy the conditions to the consummation of the proposed Transaction, including the approval of TLGY’s shareholders and the listing of StablecoinX’s securities on a national securities exchange at closing; failure to realize the anticipated benefits of the proposed Transaction; the level of redemptions by TLGY’s public shareholders, which may reduce the public float of, reduce the liquidity of the trading market of, and/or impact the ability of, the shares of Class A common stock of StablecoinX to be listed in connection with the proposed Transaction; the insufficiency of the third-party fairness opinion for the board of directors of TLGY in determining whether or not to pursue the proposed Transaction; the failure of StablecoinX to obtain or maintain the listing of its securities on any securities exchange after closing of the proposed Transaction; risks associated with TLGY, SC Assets and StablecoinX’s ability to consummate the proposed Transaction timely or at all, including in connection with potential regulatory delays or impediments, changes to or a failure to launch the proposed Converge network or changes in ENA prices or for other reasons; costs related to the proposed Transaction and as a result of becoming a public company; changes in business, market, financial, political and regulatory conditions; 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; the risk that StablecoinX’s stock price will be highly correlated to the price of ENA and the price of ENA may decrease between the signing of the definitive documents for the proposed Transaction and the closing of the proposed Transaction or at any time after the closing of the proposed Transaction; risks associated with TLGY, SC Assets and StablecoinX’s ability to consummate the proposed Transaction timely or at all, including in connection with potential regulatory delays or impediments, changes in ENA prices or for other reasons; risks related to increased competition in the industries in which StablecoinX will operate; risks relating to significant legal, commercial, regulatory and technical uncertainty regarding ENA; risks relating to the treatment of crypto assets for U.S. and foreign tax purposes; risks that after consummation of the proposed Transaction, StablecoinX experiences difficulties managing its growth and expanding operations; the risks that launching and growing StablecoinX’s ENA treasury advisory and services in digital marketing and strategy could be difficult; challenges in implementing StablecoinX’s business plan, due to operational challenges, significant competition and regulation; being considered to be a “shell company” by any stock exchange on which StablecoinX’s Class A Common Stock will be listed or by the SEC, which may impact StablecoinX’s ability to list its securities and restrict reliance on certain rules or forms in connection with the offering, sale or resale of securities; the outcome of any potential legal proceedings that may be instituted against StablecoinX, SC Assets, TLGY or others following announcement of the proposed Transaction, and those risk factors discussed in documents that StablecoinX and/or TLGY has filed, or will file, with the SEC. The foregoing list of risk factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of The Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q that have been and/or will be filed by TLGY with the SEC from time to time, the Registration Statement and the proxy statement/prospectus contained therein, and other documents that have been or will be filed by TLGY and StablecoinX from time to time with the SEC. These filings do or will identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. There may be additional risks that neither TLGY, SC Assets nor StablecoinX presently know or that TLGY, SC Assets and StablecoinX currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements.

4

Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and each of TLGY, SC Assets, and StablecoinX assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. Neither TLGY, SC Assets, nor StablecoinX gives any assurance that any of TLGY, SC Assets, or StablecoinX will achieve their respective expectations. The inclusion of any statement in this communication does not constitute an admission by TLGY, SC Assets or StablecoinX or any other person that the events or circumstances described in such statement are material.

No Offer or Solicitation

This communication does not constitute (i) a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Transaction or (ii) an offer to sell, a solicitation of an offer to buy, or a recommendation to purchase, any securities of TLGY, SC Assets, the combined company or any of their respective affiliates. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act, or an exemption therefrom, nor shall any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction be affected. No securities commission or securities regulatory authority in the United States or any other jurisdiction has in any way passed upon the merits of the Transaction or the accuracy or adequacy of this communication.

Participants in the Solicitation

TLGY, SC Assets, StablecoinX and their respective directors and officers may be deemed participants in the solicitation of proxies of TLGY’s shareholders in connection with the Transaction. More detailed information regarding the directors and officers of TLGY, and a description of their interests in TLGY, is contained in the Registration Statement as well as TLGY’s filings with the SEC, including its Annual Report on Form 10-K for the fiscal year ended December 31, 2024, which was filed with the SEC on March 5, 2025, and is available free of charge at the SEC’s website at www.sec.gov. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies of TLGY’s shareholders in connection with the Transaction and other matters to be voted upon at the Extraordinary General Meeting will be set forth in the Registration Statement.

5

FAQ

What transaction are TLGY Acquisition Corp. (TLGUF) and StablecoinX pursuing?

TLGY Acquisition Corp., StableCoinX Assets Inc., StablecoinX Inc. and related merger subsidiaries have entered into a business combination agreement under which TLGY and SC Assets would become wholly owned subsidiaries of StablecoinX, and StablecoinX would become a publicly traded company.

What key document has been prepared for the TLGY–StablecoinX SPAC merger?

StablecoinX has prepared a registration statement on Form S-4 that includes a preliminary proxy statement for TLGY shareholders and a preliminary prospectus for StablecoinX, containing detailed information about the proposed transaction and related matters to be voted on.

How will TLGY shareholders vote on the StablecoinX business combination?

TLGY shareholders will be asked to vote at an extraordinary general meeting, with a definitive proxy statement/prospectus to be mailed to shareholders of record once the Form S-4 registration statement is declared effective.

What are some major risks highlighted for the StablecoinX–TLGY transaction?

The text cites numerous risks, including that the transaction may not be completed, potential failure to obtain TLGY shareholder approval, uncertainty about listing StablecoinX securities on a national securities exchange, high shareholder redemptions affecting liquidity, the volatile price of ENA, regulatory and tax uncertainty around crypto assets, and challenges in executing StablecoinX’s planned business strategy.

Where can investors find more detailed information about the TLGY and StablecoinX deal?

Investors can review the Form S-4 registration statement and proxy statement/prospectus, as well as TLGY’s Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q, and other documents filed by TLGY and StablecoinX, all available free of charge at the SEC’s website at www.sec.gov.

Do the communications from TLGY and StablecoinX constitute an offer to buy or sell securities?

No. The text states that these communications do not constitute an offer to sell, a solicitation of an offer to buy, or a recommendation to purchase any securities, and that any offering of securities will only be made by means of a prospectus meeting Securities Act requirements or an applicable exemption.