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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): June 25, 2026
StablecoinX
Inc.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-43372 |
|
39-3052555 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File Number) |
|
(I.R.S.
Employer
Identification
No.) |
6160
Warren Parkway, Suite 100
Frisco,
TX |
|
75034 |
| (Address
of principal executive offices) |
|
Zip
Code |
(302)
803-6849
(Registrant’s
telephone number, including area code)
(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:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Class
A Common Stock, $0.0001 par value per share |
|
USDE |
|
The
Nasdaq Stock Market LLC |
| Warrants
to purchase Class A Common Stock |
|
USDEW |
|
The
Nasdaq Stock Market LLC |
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
7.01. Regulation FD Disclosure.
On
June 25, 2026, StablecoinX Inc. (the “Company” or “StablecoinX”) issued a press release, announcing the closing
of the previously announced business combination (the “Business Combination”) pursuant to the business combination agreement,
dated as of July 21, 2025 (as amended on January 21, 2026 and April 21, 2026) by and among TLGY Acquisition Corporation, a Cayman Islands
exempted company (“TLGY”), the Company, StablecoinX Assets Inc., StablecoinX SPAC Merger Sub LLC,
a wholly-owned subsidiary of the Company, and StablecoinX Company Merger Sub, Inc., a wholly-owned subsidiary of the Company. A copy
of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.
The
information in this Item 7.01, including Exhibit 99.1, in this Current Report on Form 8-K is being furnished and shall not be deemed
“filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities
of that Section. The information in this Form 8-K shall not be deemed to be incorporated by reference into any filing under the Securities
Act of 1933, as amended, regardless of any general incorporation language in such filings, except as shall otherwise be expressly set
forth by specific reference in such filing.
Cautionary
Note Regarding Forward-Looking Statements
This
Current Report on Form 8-K contains certain forward-looking statements within the meaning of the U.S. federal securities laws, including
expectations, intentions, plans, prospects regarding TLGY, StablecoinX and the Business Combination and statements regarding the anticipated
commencement of trading on Nasdaq and StablecoinX’s vision and business strategy. These forward-looking statements are generally
identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,”
“intend,” “strategy,” “future,” “opportunity,” “potential,” “plan,”
“may,” “should,” “will,” “would,” “will be,” “will continue,”
“will likely result,” and similar expressions. Forward-looking statements are predictions, projections and other statements
about future events or conditions that 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 press release, including,
but not limited to, the failure of StablecoinX to maintain the listing of its shares of Class A common stock; costs related to the Business
Combination 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; the risk that the anticipated benefits of the Business Combination
may not be realized, the highly volatile nature of the price of ENA and other products issued by Ethena; risks related to increased competition
in the industries in which StablecoinX will operate; risks relating to significant legal, commercial, regulatory and technical uncertainty
regarding crypto assets, including stablecoins; risks relating to the treatment of crypto assets for U.S. and foreign tax purposes; risks
that StablecoinX experiences difficulties managing its growth and expanding operations; challenges in implementing StablecoinX’s
business plan including developing and launching its infrastructure services, Stablecoin Harness middleware and distribution services,
due to operational challenges, significant competition and regulation or other reasons; the outcome of any potential legal proceedings
that may be instituted against StablecoinX or others following the closing of the Business Combination, and other risks and uncertainties
described in the filings of TLGY and StablecoinX with the Securities and Exchange Commission (the “SEC”). The inclusion of
any statement in this press release does not constitute an admission by StablecoinX or any other person that the events or circumstances
described in such statement are material.
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 definitive proxy statement of TLGY and final prospectus of StablecoinX, each
dated as of February 17, 2026 and as further supplemented, and other documents that have been filed by TLGY and StablecoinX with the
SEC and other documents to be filed by 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 StablecoinX does not presently know or that StablecoinX currently believes 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
StablecoinX assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new
information, future events, or otherwise. StablecoinX does not give any assurance that either it will achieve its expectations. The inclusion
of any statement in this press release does not constitute an admission by StablecoinX or any other person that the events or circumstances
described in such statement are material.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 99.1 |
|
Press Release, dated June 25, 2026. |
| 104 |
|
Cover Page Interactive Data File (embedded with the Inline XBRL document). |
SIGNATURE
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.
| |
StablecoinX
Inc. |
| |
|
|
| Date: June 25, 2026 |
By: |
/s/
Young Cho |
| |
Name: |
Young
Cho |
| |
Title: |
Chief
Financial Officer |
Exhibit 99.1
StablecoinX Inc. Announces Closing of Business
Combination with TLGY Acquisition Corp. and Commencement of Trading on Nasdaq
● StablecoinX to begin trading tomorrow (June 26, 2026) on Nasdaq under the symbol “USDE”
● First public stablecoin infrastructure company focused on supporting the Ethena ecosystem with infrastructure services & software, USDe distribution services, and a multi-year Ethena governance token (“ENA”) treasury strategy
● Approximately $275 million in ENA holdings at closing, representing ENA assets of approximately $11.42 per fully diluted share based on the 30-day VWAP of ENA tokens ending two days prior to closing
NEW YORK, NY, June 25, 2026 -- StablecoinX
Inc. (Nasdaq: USDE) (“StablecoinX” or the “Company” ), the first public stablecoin infrastructure
company focusing on the Ethena digital dollar ecosystem, today announced the closing of its business combination with TLGY Acquisition
Corp. (OTCPK: TLGYF) (“TLGY”), a publicly traded special purpose acquisition company.
StablecoinX’s Class A common stock and public
warrants will begin trading on the Nasdaq Capital Market under the ticker symbols “USDE” and “USDEW”, respectively,
on June 26, 2026. As a result of the closing of the transaction, StablecoinX holds approximately 3,029 million ENA tokens valued at approximately
$275 million, based on the 30-day VWAP of ENA ending two days prior to closing of $0.0909, and has approximately 24 million publicly traded
Class A shares outstanding.
“Closing this transaction marks an important
milestone for both StablecoinX and the broader digital asset industry,” said Edward Chen, Chief Executive Officer and Chairman of
StablecoinX. “We believe Ethena has emerged as one of the most important platforms powering the next generation of digital dollars.
StablecoinX is designed to serve as the public-market gateway to that ecosystem, providing investors with exposure to ENA while supporting
the long-term expansion of Ethena’s products, infrastructure, and reach into traditional financial markets.”
“StablecoinX is uniquely positioned at the
intersection of public markets, stablecoins, and decentralized finance,” said Jin-Goon Kim, Founder and Chairman of TLGY Acquisition
Corp. “I am confident that with the team Edward and Young have assembled, backed by the structural partnership with the Ethena Foundation,
we have fulfilled our mandate to identify an opportunity positioned to consistently grow value for shareholders.”
Ethena Overview
Ethena is one of the largest issuers of digital
dollars, with currently $5.4 billion of digital dollars in circulation addressing two massive, underserved market needs: (i) collateral
for tokenization with its USDe synthetic digital dollar, and (ii) regulated payments with its GENIUS-compliant stablecoin, USDtb. The
protocol’s deep, first-mover integrations across leading derivatives exchanges, custodians, and DeFi platforms create a durable competitive
moat giving partners and users access to better collateral utility, and a more capital-efficient dollar.
Operating Business Model
StablecoinX’s business is built around three
interconnected operating pillars: (i) Infrastructure Services (live), (ii) stablecoin middleware software (“Stablecoin Harness”),
and (iii) Distribution Services. Together with its ENA treasury, these core business lines form a self-reinforcing platform intended to
grow alongside the Ethena ecosystem and the broader stablecoin economy.
(i) Infrastructure Services: DVN
| ● | Currently live and operating a Decentralized Verifier Node (“DVN”) serving as a cross-chain
message verifier for the entire Ethena ecosystem across all blockchain networks that Ethena is currently operating on. |
| | | |
| ● | DVN fees are charged on processed volume -- not per transaction count -- creating a revenue stream that
is intended to scale with Ethena’s growth. |
(ii) “Stablecoin Harness”: Middleware
Software Stack
| ● | StablecoinX is building the Stablecoin Harness, a unified middleware stack bringing utility and access
to Ethena products through a single API platform, which is not yet live. |
| | | |
| ● | Once completed, the Stablecoin Harness is expected to deliver, through one integration, payment routing,
cross-chain bridging, liquidity aggregation, gas abstraction, treasury management, automated yield, institutional reporting, white label
issuance, and compliance orchestration. |
| | | |
| ● | Revenue for the Stablecoin Harness is expected to be generated through transaction fees on processed volume,
SaaS subscription fees, and AUM-based fees on treasury and yield products. |
(iii) Distribution Services: Institutional
Stablecoin Adoption
| ● | StablecoinX is developing a distribution business to facilitate the adoption of Ethena’s digital
dollar products among traditional financial institutions, asset managers, and investors, which is not yet live. |
| | | |
| ● | Capital is expected to be raised through debt, equity, hybrid securities, or off-balance-sheet vehicles
to acquire USDe directly, which will generate both distribution fees and management fees on deployed capital. |
ENA Treasury
| ● | StablecoinX’s 3 billion ENA tokens represent approximately 20% of total ENA supply, each of which
was acquired at a discount to the then current market price through the transaction. The long-term collaboration agreement with the Ethena
Foundation provides the ability to accumulate further ENA at a discount directly from Ethena. |
| | | |
| ● | The Company intends to use its ENA Treasury to secure its DVN, verifying cross-chain messages for Ethena.
The Company’s ENA Treasury also qualifies for ecosystem token airdrops and stands to benefit directly from the activation of Ethena’s
protocol fee switch. |
Flywheel
StablecoinX’s three core businesses: infrastructure
services, the Stablecoin Harness, and a stablecoin distribution business, are designed to help expand the Ethena ecosystem by increasing
usage of Ethena products through enhanced utility and access. Every increase in Ethena’s ecosystem activity is expected to drive
Ethena protocol revenue, increase ENA value, and accrue value to StablecoinX through its ENA treasury holdings. The increase in value
to StablecoinX is expected to enhance its access to capital and provide the opportunity to purchase additional ENA tokens, further invest
in product development, or acquire complementary businesses to expand the Ethena ecosystem.
Addressing a Significant Market Opportunity
| ● | The global stablecoin market recently surpassed $300 billion in total capitalization, roughly 50% higher
than a year ago. |
| ○ | Annual on-chain transaction volume of $33 trillion already rivals legacy card networks, and B2B stablecoin
payments reached $226 billion in 2025, up more than 730% year-over-year. |
| | | |
| ○ | The stablecoin infrastructure market alone is forecast to grow from $7.6 billion today to $89.4 billion
by 2034, a 32% CAGR. |
| | | |
| ● | Despite this growth, the market remains structurally fragmented at the operating layer. Over 300 stablecoins
circulate across 60+ blockchain networks, forcing enterprises to manage multiple integrations and invest extended periods of time of engineering
before processing a single transaction. |
| | | |
| ● | USDe operates across 10+ networks spanning DeFi and traditional finance. USDtb, backed by BlackRock’s
BUIDL fund, extends Ethena into institutional settlement. |
| | | |
| ● | Holding approximately 20% of total ENA supply and building critical cross-chain infrastructure across
over 10+ blockchain networks, StablecoinX is purpose-built to address the fragmented integration stack with a single API through the Stablecoin
Harness (once operational), which will help position it as the connective layer of the stablecoin economy. |
Experienced Leadership Team
Edward Chen, Chief Executive Officer and Chairman,
brings 20 years of experience across investment banking, research, and public equity investing. He is Founder and CIO of Carnegie Park
Capital LLC, a New York-based asset manager principally investing across the SPAC ecosystem, and he previously served as Portfolio Manager
at Water Island Capital LLC, a New York-based asset manager where he led the firm’s long-short equity portfolios. Prior to that,
he was a Managing Director at Jefferies LLC where he led the firm’s U.S. Event Driven Strategy effort. Prior to Jefferies, he was
a member at Citi’s Event-Driven trading desk responsible for due diligence in special situation investments. Edward started his
career in finance at Citi’s Media & Telecom Investment Banking group. He received an MBA from MIT Sloan School of Management
and a BSE from the University of Pennsylvania.
Young Cho, Chief Financial Officer, brings over
27 years across traditional finance and digital assets, and previously served as CEO of TLGY. He is Founder and CEO of Blockhouse Digital,
a crypto-focused collateralized lending and yield-generation asset manager, and previously served as CFO of Hashgraph Foundry, CFO of
Hedera, and concurrently as CFO and board member of Mount Rainier Acquisition Corp. -- a Nasdaq SPAC that completed a $1.2 billion acquisition
of HUB Cyber Security in 2023. Earlier roles include CIO of Abra, Executive Director at UBS Private Finance, Co-founder and Managing Director
of Newtonian Capital (event-driven hedge fund, Hong Kong), and Director in Citigroup’s Global Special Situations Group. He holds
a BS in Electrical Engineering from Cornell, a Master’s in Financial Engineering from Cornell, and an MPA in Economic Policy Management
from Columbia; he is also a CFA charterholder.
Ahmed J. Aly, Chief Technology Officer, has
served as the Company’s CTO since June 2025. Prior to joining StablecoinX, Mr. Aly was the Founder and Director of Easeflow,
a blockchain infrastructure-as-a-service company. Mr. Aly has 14 years of experience in blockchain technology, software
engineering, and digital asset investment. He has advised multiple companies and family offices on blockchain strategy and has led technical
due diligence across a range of deployments in the sector. Previously, Mr. Aly served as CTO of a crypto hedge fund and has worked
extensively on building and scaling distributed systems. He holds a MSc in Software Engineering from Johannes Kepler Universitat.
About StablecoinX
StablecoinX is a publicly traded company offering
investors regulated, transparent exposure to the stablecoin economy through its strategic focus on Ethena, one of the world’s largest
issuers of digital dollars. As stablecoins increasingly serve as foundational infrastructure for global payments, decentralized finance,
and digital capital markets, StablecoinX is positioned at the center of this structural shift. The Company’s operating business
develops and delivers infrastructure software and services purpose-built to advance and scale the Ethena ecosystem. By combining the accessibility
of a public market vehicle with deep operational integration into the stablecoin sector, StablecoinX gives traditional investors a direct,
regulated path into one of the fastest-growing segments of global finance.
About TLGY Acquisition Corp.
TLGY Acquisition Corporation was a blank-check
company sponsored by Carnegie Park Capital LLC, whose business purpose was to effect a merger, share exchange, asset acquisition, stock
purchase, reorganization, or similar business combination with one or more businesses. TLGY was formed to focus on growth companies through
long-term, private equity-style value creation.
Forward Looking Statements
This press release contains certain forward-looking
statements within the meaning of the U.S. federal securities laws, including expectations, intentions, plans, prospects regarding TLGY,
StablecoinX and the Business Combination and statements regarding the anticipated commencement of trading on Nasdaq and StablecoinX’s
vision and business strategy. These forward-looking statements are generally identified by the words “believe,” “project,”
“expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,”
“opportunity,” “potential,” “plan,” “may,” “should,” “will,” “would,”
“will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements
are predictions, projections and other statements about future events or conditions that 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 press release, including, but not limited to, the failure of StablecoinX to maintain the listing of
its shares of Class A common stock; costs related to the Business Combination 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;
the risk that the anticipated benefits of the Business Combination may not be realized, the highly volatile nature of the price of ENA
and other products issued by Ethena; risks related to increased competition in the industries in which StablecoinX will operate; risks
relating to significant legal, commercial, regulatory and technical uncertainty regarding crypto assets, including stablecoins; risks
relating to the treatment of crypto assets for U.S. and foreign tax purposes; risks that StablecoinX experiences difficulties managing
its growth and expanding operations; challenges in implementing StablecoinX’s business plan including developing and launching its
infrastructure services, Stablecoin Harness middleware and distribution services, due to operational challenges, significant competition
and regulation or other reasons; the outcome of any potential legal proceedings that may be instituted against StablecoinX or others following
the closing of the Business Combination, and other risks and uncertainties described in the filings of TLGY and StablecoinX with the Securities
and Exchange Commission (the “SEC”). The inclusion of any statement in this press release does not constitute an admission
by StablecoinX or any other person that the events or circumstances described in such statement are material.
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 definitive proxy statement of TLGY and final prospectus of StablecoinX, each dated as of February 17, 2026 and as further
supplemented, and other documents that have been filed by TLGY and StablecoinX with the SEC and other documents to be filed by 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
StablecoinX does not presently know or that StablecoinX currently believes 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 StablecoinX assumes no obligation
and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise.
StablecoinX does not give any assurance that either it will achieve its expectations. The inclusion of any statement in this press release
does not constitute an admission by StablecoinX or any other person that the events or circumstances described in such statement are material.
Contacts
Investor Relations:
StablecoinX
Adele Carey
SVP, Investor Relations
stablecoinxir@allianceadvisors.com
Media Relations:
Alliance Advisors IR
Aayushi
PR & Media Associate
media@allianceadvisors.com
