Merger deadline for TLGY (TLGUF) and StablecoinX moved to July 2026

Q: What is the planned transaction between TLGY (TLGUF) and StablecoinX?

The Transaction would make TLGY and StablecoinX Assets Inc. wholly owned subsidiaries of StablecoinX Inc. . After closing, StablecoinX is expected to be a publicly traded company, with TLGY’s current public shareholders owning shares in the combined entity.

Q: When was the StablecoinX registration statement for the TLGY merger declared effective?

StablecoinX’s registration statement on Form S-4 , containing TLGY’s proxy statement and StablecoinX’s prospectus, was declared effective on February 17, 2026 . TLGY subsequently mailed the definitive proxy statement/prospectus to its shareholders for voting on the proposed Transaction.

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

TLGY Acquisition Corporation disclosed that it, StablecoinX Assets Inc. and StablecoinX Inc. signed a second amendment to their Business Combination Agreement, effective April 21, 2026, extending the transaction’s contractual Outside Date to July 21, 2026 to allow more time to close the deal.

The Transaction would make TLGY and SC Assets wholly owned subsidiaries of StablecoinX, with StablecoinX becoming a publicly traded company. A registration statement on Form S-4 for the deal was declared effective on February 17, 2026, and TLGY has mailed the definitive proxy statement/prospectus to its shareholders, along with extensive risk disclosures and forward‑looking statement cautions.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Outside Date: July 21, 2026 Second BCA Amendment date: April 21, 2026 Original BCA date: July 21, 2025 +2 more

5 metrics

Outside Date July 21, 2026 Extended deadline for completing StablecoinX business combination

Second BCA Amendment date April 21, 2026 Effective date of second amendment to Business Combination Agreement

Original BCA date July 21, 2025 Initial signing date of Business Combination Agreement

First amendment date January 21, 2026 Date of first amendment to Business Combination Agreement

S-4 effectiveness February 17, 2026 Date SEC declared StablecoinX Form S-4 effective

Key Terms

Business Combination Agreement, Outside Date, registration statement on Form S-4, forward-looking statements, +2 more

6 terms

Business Combination Agreement financial

"entered into a business combination agreement (as amended on January 21, 2026 and as further amended, the “Business Combination Agreement”)"

A business combination agreement is a detailed contract that lays out the terms for two companies to join together—covering price, how ownership will be split, the steps needed to close the deal, and what each side promises to do or avoid before closing. For investors it matters because the agreement determines potential changes in value, control, timing, and risk exposure—think of it like the playbook for a merger that shows who wins, who pays, and what could still derail the plan.

Outside Date financial

"entered into a second amendment ... to extend the Outside Date (as defined in the Business Combination Agreement) to July 21, 2026"

An outside date is the final contractual deadline by which a planned deal—such as a merger, acquisition, or financing—must be completed; if the transaction hasn’t closed by that date, parties typically gain the right to walk away or trigger agreed remedies. It matters to investors because it sets a clear timetable for when uncertainty should end, and approaching or missing the outside date can raise the chance of deal failure, renegotiation, or changes to valuation.

registration statement on Form S-4 regulatory

"StablecoinX filed with the Securities and Exchange Commission ... a registration statement on Form S-4 (the “Registration Statement”)"

A registration statement on Form S-4 is a formal filing with the U.S. Securities and Exchange Commission used when a company issues shares or other securities as part of a merger, acquisition, exchange offer or similar corporate deal. It bundles the transaction terms, financial statements, risk factors and shareholder vote materials so investors can assess the deal; think of it as a detailed prospectus or buyer’s packet that explains what you would own and how the deal could change your stake.

forward-looking statements regulatory

"This communication includes certain statements that may constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

Fairness opinion financial

"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"

A fairness opinion is a professional assessment that evaluates whether the terms of a financial deal, such as a merger or acquisition, are fair from a financial point of view. It helps investors and stakeholders understand if the deal is reasonable and balanced, much like an independent expert giving an unbiased judgment on whether a price or agreement is fair. This assurance can increase confidence that the transaction is fair for all parties involved.

Ethena Protocol technical

"supporting its treasury initiatives and strategic stake in the Ethena Protocol"

Understanding 8-K Material Events →

04/22/2026 - 04:54 PM

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): April 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)		(IRS 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 (as amended on January 21, 2026 and as further amended, 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, TLGY, SC Assets and StablecoinX entered into a second amendment to the Business Combination Agreement (the “Second BCA Amendment”), effective as of April 21, 2026, to extend the Outside Date (as defined in the Business Combination Agreement) to July 21, 2026.

The foregoing description of the Second BCA Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Second 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 filed with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 (the “Registration Statement”), which included a proxy statement of TLGY and a prospectus of StablecoinX. The Registration Statement was declared effective on February 17, 2026 and TLGY mailed the definitive proxy statement/prospectus relating to the Transaction to its shareholders. The definitive proxy statement/prospectus contains important information about the Transaction and related matters. TLGY’s shareholders and other interested persons may obtain copies of the Registration Statement, including the definitive proxy statement/prospectus, and other documents filed or that will be filed by TLGY and StablecoinX with the SEC, free of charge, through the website maintained by the SEC at www.sec.gov.

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 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 definitive 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 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.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.		Description of Exhibits
2.1		Second Amendment to Business Combination Agreement, dated April 21, 2026, by and among TLGY Acquisition Corporation, 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.

Dated: April 22, 2026

TLGY ACQUISITION CORPORATION

By:	/s/ Young Cho
Name:	Young Cho
Title:	Chief Executive Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did TLGY Acquisition Corporation (TLGUF) change in this 8-K filing?

TLGY extended the Outside Date in its Business Combination Agreement with StablecoinX to July 21, 2026. This gives the parties more time to satisfy closing conditions and complete the planned merger that would make StablecoinX a public company.

What is the planned transaction between TLGY (TLGUF) and StablecoinX?

The Transaction would make TLGY and StablecoinX Assets Inc. wholly owned subsidiaries of StablecoinX Inc.. After closing, StablecoinX is expected to be a publicly traded company, with TLGY’s current public shareholders owning shares in the combined entity.

When was the StablecoinX registration statement for the TLGY merger declared effective?

StablecoinX’s registration statement on Form S-4, containing TLGY’s proxy statement and StablecoinX’s prospectus, was declared effective on February 17, 2026. TLGY subsequently mailed the definitive proxy statement/prospectus to its shareholders for voting on the proposed Transaction.

What key risks does TLGY highlight about completing the StablecoinX Transaction?

The companies cite risks that the Transaction may not close, may miss TLGY’s business combination deadline, or fail listing conditions. They also reference potential high redemptions, regulatory delays, ENA price volatility, competitive pressures, and operational challenges for StablecoinX after becoming public.

How can TLGY (TLGUF) shareholders access documents about the StablecoinX merger?

Shareholders can obtain the registration statement, including the definitive proxy statement/prospectus, and other related SEC filings free of charge at www.sec.gov. These documents provide detailed information about the Transaction terms, risk factors, and the proposed combined company.

Filing Exhibits & Attachments

4 documents