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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
January 21, 2026
TLGY Acquisition Corporation
(Exact name of registrant as specified in its
charter)
| Cayman Islands |
|
001-41101 |
|
98-1603634 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
4001 Kennett Pike, Suite 302
Wilmington, DE |
|
19807 |
| (Address of principal executive offices) |
|
(Zip Code) |
(1) 302-803-6849
(Registrant’s telephone number, including
area code)
Not Applicable
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☒ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act: None
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
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.
Item 1.01 Entry into a Material Definitive Agreement.
As
previously announced, on July 21, 2025, TLGY Acquisition Corporation (“TLGY”), StablecoinX Assets Inc. (“SC Assets”),
StablecoinX Inc. (“StablecoinX”), StablecoinX SPAC Merger Sub LLC, a wholly-owned subsidiary of StablecoinX (“SPAC Merger
Sub”), and StablecoinX Company Merger Sub, Inc., 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. In furtherance of the Transaction, the Company, SC Assets and StablecoinX entered
into an amendment to the Business Combination Agreement (the “BCA Amendment”), effective as of January 21, 2026, to extend
the Outside Date (as defined in the Business Combination Agreement) to April 21, 2026.
The
foregoing description of the BCA Amendment does not purport to be complete and is qualified in its entirety by reference
to the full text of the BCA Amendment filed with this Form 8-K as Exhibit 2.1.
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 Form 8-K 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.
Forward-Looking Statements
This Form 8-K 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 Form 8-K, 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.
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 Form 8-K 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 Form 8-K 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.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description of Exhibits |
| 2.1 |
|
Amendment to Business Combination Agreement, dated January 21, 2026, by and among TLGY Acquisition Corp., StablecoinX Assets Inc. and StablecoinX Inc. |
| 104 |
|
Cover Page Interactive Data File (embedded within
the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
TLGY ACQUISITION CORP. |
| |
|
|
| Date: January 23, 2025 |
By: |
/s/ Young Cho |
| |
|
Name: |
Young Cho |
| |
|
Title: |
Chief Executive Officer |
