TLGY Acquisition Corp Enters Material Definitive Agreement

Ticker: TLGUF · Form: 8-K · Filed: Sep 8, 2025 · CIK: 1879814

Tlgy Acquisition Corp 8-K Filing Summary
FieldDetail
CompanyTlgy Acquisition Corp (TLGUF)
Form Type8-K
Filed DateSep 8, 2025
Risk Levelmedium
Pages12
Reading Time15 min
Key Dollar Amounts$363 m, $101 million, $60 million, $262 million, $530 million
Sentimentneutral

Sentiment: neutral

Topics: spac, definitive-agreement

TL;DR

TLGY signed a big deal, details to come.

AI Summary

TLGY Acquisition Corporation entered into a material definitive agreement on July 21, 2025, the details of which are not fully disclosed in this initial filing. The company, incorporated in the Cayman Islands, is a special purpose acquisition company (SPAC) with its principal executive offices in Wilmington, Delaware.

Why It Matters

This filing indicates TLGY Acquisition Corp has moved forward with a significant business transaction, which could lead to a merger or acquisition that impacts its shareholders.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement has been entered, but the lack of specific details about the counterparty or terms introduces uncertainty.

Key Players & Entities

  • TLGY Acquisition Corporation (company) — Registrant
  • Cayman Islands (jurisdiction) — Place of incorporation
  • Wilmington, DE (location) — Address of Principal Executive Offices
  • July 21, 2025 (date) — Date of material definitive agreement
  • September 5, 2025 (date) — Date of earliest event reported

FAQ

What is the nature of the material definitive agreement entered into by TLGY Acquisition Corporation?

The filing states that TLGY Acquisition Corporation entered into a material definitive agreement on July 21, 2025, but does not provide specific details about the agreement's nature or the counterparty.

When was the material definitive agreement entered into?

The material definitive agreement was entered into on July 21, 2025.

What is the earliest event date reported in this 8-K filing?

The earliest event reported in this 8-K filing is September 5, 2025.

Where is TLGY Acquisition Corporation incorporated?

TLGY Acquisition Corporation is incorporated in the Cayman Islands.

What is the address of TLGY Acquisition Corporation's principal executive offices?

The address of TLGY Acquisition Corporation's principal executive offices is 4001 Kennett Pike, Suite 302, Wilmington, DE 19807.

Filing Stats: 3,698 words · 15 min read · ~12 pages · Grade level 16.4 · Accepted 2025-09-05 17:35:06

Key Financial Figures

  • $363 m — n the aggregate amount of approximately $363 million, of which approximately $101 mill
  • $101 million — ly $363 million, of which approximately $101 million will be paid in native protocol governa
  • $60 million — a protocol ("ENA Token") (including the $60 million contribution by the Ethena Foundation (
  • $262 million — oundation ("Ethena")) and approximately $262 million will be paid in cash, USDC or USDT (col
  • $530 million — n the aggregate amount of approximately $530 million of which approximately $248 million wil
  • $248 million — ely $530 million of which approximately $248 million will be paid in ENA Tokens and approxim
  • $282 million — be paid in ENA Tokens and approximately $282 million will be paid in Cash (the "Additional P
  • $0.29 — city as Administrative Agent, valued at $0.29 per ENA token, which Additional Locked

Filing Documents

01. Entry

Item 1.01. Entry into a Material Definitive Agreement. 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, ("Pubco"), StablecoinX SPAC Merger Sub LLC, a Delaware limited liability company and a wholly-owned subsidiary of Pubco, and StablecoinX Company Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Pubco, entered into a business combination agreement (as amended, restated, modified, supplemented or waived from time to time, the "Business Combination Agreement", and the transactions contemplated thereby, the "Transactions"). Contemporaneously with the execution of the Business Combination Agreement, TLGY, SC Assets and Pubco entered into subscription agreements (the "Signing PIPE Subscription Agreements") with certain investors, pursuant to which such investors agreed to make a private investment in SC Assets by purchasing shares of Class A common stock of SC Assets (the "SC Assets Class A Common Stock") prior to the Company Merger (as defined in the Business Combination Agreement) (such transactions, the "PIPE") in the aggregate amount of approximately $363 million, of which approximately $101 million will be paid in native protocol governance token of the Ethena protocol ("ENA Token") (including the $60 million contribution by the Ethena Foundation ("Ethena")) and approximately $262 million will be paid in cash, USDC or USDT (collectively, "Cash"). The shares of SC Assets Class A Common Stock will automatically become shares of Class A common stock of Pubco (the "Pubco Class A Common Stock") in connection with the closing of the Transactions (the "Closing"). Additional PIPE Subscription Agreements On September 5, 2025, TLGY, SC Assets and Pubco entered into additional PIPE subscription agreements with certain investors, including Ethena OpCo Ltd ("Ethena OpCo") and Guy Youn

02. Unregistered

Item 3.02. Unregistered Sale of Equity Securities. The disclosure set forth above in Item 1.01 of this Form 8-K is incorporated by reference herein, to the extent applicable. The securities of SC Assets that may be issued in accordance with the terms of the Additional PIPE Subscription Agreements will not be registered under the Securities Act, in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder.

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On September 5, 2025, TLGY and SC Assets issued a joint press release announcing that they had entered into the Additional PIPE Subscription Agreements. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference. Attached as Exhibit 99.2 and incorporated into this Item 7.01 by reference herein is the investor presentation for the PIPE, which investor presentation will be used by TLGY, SC Assets and Pubco with respect to the Business Combination. The information in this Item 7.01, including Exhibits 99.1 and 99.2, is furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of TLGY under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filings. This Form 8-K will not be deemed an admission as to the materiality of any of the information in this Item 7.01, including Exhibits 99.1 or 99.2. 2 Additional Information and Where to Find It In connection with the Transactions, Pubco intends to file a registration statement on Form S-4 (the "Registration Statement") with the Securities and Exchange Commission (the "SEC"), which will include a preliminary proxy statement of TLGY and a preliminary prospectus of Pubco, and after the Registration Statement is declared effective, TLGY will mail the definitive proxy statement/prospectus relating to the Transactions 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 Transactions (the "Extraordinary General Meeting"). The Registration Statement, including the proxy statement/prospectus contained therein, will contain important information about the Transactions and the other matter

Forward-Looking Statements

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 Transactions include expectations, hopes, beliefs, intentions, plans, prospects, financial results or strategies regarding SC Assets, Pubco, TLGY and the proposed Transactions, statements regarding the anticipated benefits and timing of the completion of the proposed Transactions, the assets held by SC Assets and Pubco, the price and volatility of ENA Token, ENA Token's growing prominence as an issuer of digital dollars on-chain, Pubco's listing on any securities exchange, the macro, political and regulatory conditions surrounding ENA Token, the planned business strategy including Pubco'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 Pubco, the upside potential and opportunity for investors, Pubco'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 Transactions, the satisfaction of closing conditions to the p

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 Pubco 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 Pubco gives any assurance that any of TLGY, SC Assets, or Pubco 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 Pubco or any other person that the events or circumstances described in such statement are material. The terms of the proposed Transactions described in this Form 8-K, including any dollar-denominated figures or implied valuations, are based on information as of the date of the signing of the definitive Business Combination Agreement and assume no redemptions from the TLGY trust account. These terms are subject to change, including as a result of fluctuations in the price of ENA Token prior to closing of the proposed Transactions. There can be no assurance that the final terms at the closing of the Transactions will reflect the figures referenced herein. 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 Transactions 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 b

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 10.1 Form of Additional PIPE Subscription Agreement (Cash only). 10.2 Form of Additional PIPE Subscription Agreement (Cash and ENA Token). 10.3 Form of Additional PIPE Subscription Agreement (Cash and ENA Token and Pre-Funded Warrant). 10.4 Token Purchase Agreement, dated as of September 5, 2025, by and between Ethena OpCo Ltd and StablecoinX Assets Inc. 10.5 Amended and Restated Collaboration Agreement, dated as of September 5, 2025, by and among Ethena Foundation, Ethena OpCo Ltd, StablecoinX Inc. and StablecoinX Assets Inc. 10.6 Amended and Restated Sponsor Support Agreement, dated as of September 5, 2025, by and among TLGY Acquisition Corp., StablecoinX Assets Inc., StablecoinX Inc. and the other Holders parties thereto. 99.1 Press Release, dated September 5, 2025. 99.2 Investor Presentation, dated September 2025. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 5 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. TLGY Acquisition Corporation Dated: September 5, 2025 By: /s/ Young Cho Name: Young Cho Title: Chief Executive Officer 6

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