TLGYF Pivots to StablecoinX Merger After Nasdaq Delisting

TL;DR

**TLGYF is a high-risk SPAC play, having been delisted from Nasdaq and now betting its future on a crypto-related merger with StablecoinX; proceed with extreme caution.**

AI Summary

TLGY Acquisition Corp (TLGYF) reported a fiscal year ending December 31, 2025, marked by significant corporate restructuring and a proposed business combination. The company, a blank check entity, entered into a Business Combination Agreement with StablecoinX Assets Inc. (SC Assets) and StablecoinX Inc. on July 21, 2025, aiming to merge and make StablecoinX a publicly traded company. This follows the termination of a previous merger agreement with Verde Bioresins, Inc. on March 12, 2024. TLGYF's IPO on December 3, 2021, raised $200,000,000, with an additional $30,000,000 from an over-allotment option, placing $234,600,000 in a trust account. A major change in control occurred on June 19, 2024, when current sponsors purchased 3,542,305 founder shares and 3,940,825 private placement warrants for $1.00. The company was delisted from Nasdaq on December 9, 2024, due to non-compliance with listing rule IM 5101-2 for not completing a business combination within 36 months, and its securities now trade on the over-the-counter market. Mizuho waived $8,650,000 in deferred underwriting fees in May 2024 and forfeited 300,300 founder shares.

Why It Matters

TLGY Acquisition Corp's shift from Nasdaq to OTC and its new merger target, StablecoinX, signals a high-risk, high-reward scenario for investors. The delisting and termination of the Verde Bioresins deal highlight the inherent volatility and execution challenges in the SPAC market, potentially eroding investor confidence. For employees and customers of StablecoinX, the successful completion of this business combination could provide access to public markets and capital for growth, but failure could lead to uncertainty. The competitive landscape for stablecoins is intense, and this merger's success will depend on StablecoinX's ability to differentiate itself and scale effectively against established players.

Risk Assessment

Risk Level: high — The risk level is high due to several factors: TLGYF was delisted from Nasdaq on December 9, 2024, for failing to complete a business combination within 36 months, indicating significant operational challenges. The company is now trading on the over-the-counter market, which typically has lower liquidity and transparency. Furthermore, the proposed merger with StablecoinX, a cryptocurrency-related entity, introduces exposure to the highly volatile and rapidly evolving digital asset market, adding another layer of uncertainty.

Analyst Insight

Investors should exercise extreme caution and conduct thorough due diligence on StablecoinX's business model and market position. Given the delisting and the speculative nature of the crypto market, this is a high-risk investment; consider if the potential upside justifies the significant downside risks and limited liquidity.

Financial Highlights

debt To Equity

N/A

revenue

N/A

operating Margin

N/A

total Assets

N/A

total Debt

N/A

net Income

N/A

eps

N/A

gross Margin

N/A

cash Position

$234,600,000

revenue Growth

N/A

Key Numbers

• $200,000,000 — Gross proceeds from IPO (Generated on December 3, 2021)
• $30,000,000 — Additional gross proceeds from over-allotment (Generated on December 8, 2021)
• $234,600,000 — Amount placed in trust account (Following IPO and over-allotment, at $10.20 per public share)
• $1.00 — Purchase price for founder shares and private placement warrants (Paid by current sponsors for 3,542,305 founder shares and 3,940,825 private placement warrants on June 19, 2024)
• $8,650,000 — Deferred underwriting fees waived by Mizuho (Waived in May 2024)
• 300,300 — Founder shares forfeited by Mizuho (Forfeiture completed on June 30, 2025)
• 36 months — Time limit for business combination (TLGYF failed to meet this Nasdaq listing rule IM 5101-2 requirement, leading to delisting)
• $6.5 million — Aggregate market value of Class A ordinary shares (As of June 30, 2025, reported on the OTC Pink)
• 5,939,587 — Total ordinary shares issued and outstanding (As of March 31, 2026, comprising Class A and Class B shares)

Key Players & Entities

• TLGY Acquisition Corp (company) — registrant
• StablecoinX Assets Inc. (company) — target for business combination
• StablecoinX Inc. (company) — target for business combination
• Nasdaq (regulator) — stock exchange that delisted TLGYF
• Mizuho (company) — underwriter that waived fees
• Verde Bioresins, Inc. (company) — previous merger target
• Young Cho (person) — CEO and Executive Director of TLGY Acquisition Corp, founder of SC Assets
• Edward Chen (person) — managing member of current sponsors, founder of SC Assets
• Marcum Asia CPAs LLP (company) — dismissed independent registered public accounting firm
• WithumSmith+Brown, PC (company) — new independent registered public accounting firm

FAQ

Risk Factors

• Failure to Complete Business Combination [high — regulatory]: TLGYF failed to complete a business combination within the 36-month period required by Nasdaq listing rule IM 5101-2. This non-compliance led to the delisting of its securities from Nasdaq on December 9, 2024, and their subsequent trading on the over-the-counter market. The company's ability to continue as a going concern is dependent on completing a business combination.
• Dependence on Trust Account Funds [high — financial]: The company's operations and ability to complete a business combination are heavily reliant on the funds held in its trust account, which amounted to $234,600,000 following its IPO. Redemptions by public shareholders in connection with a business combination could significantly deplete these funds, impacting the viability of the transaction.
• Business Combination Risk [high — operational]: The success of TLGYF is contingent upon the successful completion of its proposed business combination with StablecoinX Assets Inc. and StablecoinX Inc. Any failure to close this transaction, or delays in its completion, could result in the liquidation of the company and a loss of invested capital for shareholders.
• Sponsor Share Purchase and Dilution [medium — financial]: On June 19, 2024, current sponsors purchased 3,542,305 founder shares and 3,940,825 private placement warrants for $1.00. While this provided capital, the terms of founder shares and warrants can lead to significant dilution for public shareholders upon conversion and exercise, especially if the business combination is not structured favorably.
• Delisting and OTC Trading [medium — regulatory]: The delisting from Nasdaq on December 9, 2024, and subsequent trading on the OTC market, reduces liquidity and visibility for TLGYF's securities. This can negatively impact share price and make it more difficult for investors to buy or sell shares, increasing trading risk.
• Deferred Underwriting Fees [low — financial]: Mizuho waived $8,650,000 in deferred underwriting fees in May 2024, and forfeited 300,300 founder shares. While this reduces a potential liability, it highlights the financial pressures and negotiations involved in the company's efforts to secure a business combination.

Industry Context

TLGYF operates within the Special Purpose Acquisition Company (SPAC) industry, which has seen significant evolution. Initially a popular route for companies to go public, the SPAC market has faced increased scrutiny and regulatory attention. The industry is characterized by a high failure rate for SPACs to complete business combinations within their mandated timelines, leading to liquidations. Companies seeking to merge with SPACs must navigate complex regulatory environments and market sentiment, which can impact deal valuations and completion probabilities.

Regulatory Implications

The delisting from Nasdaq due to non-compliance with listing rules highlights significant regulatory risk for SPACs. Failure to complete a business combination within the specified timeframe can lead to delisting, reduced liquidity, and increased investor uncertainty. Furthermore, the ongoing scrutiny of SPACs by regulatory bodies like the SEC means that any proposed business combination must adhere to evolving disclosure and governance requirements.

What Investors Should Do

1. Monitor the progress of the proposed business combination with StablecoinX.
2. Assess the terms of the StablecoinX merger carefully.
3. Be aware of the increased risks associated with OTC trading.
4. Evaluate the sponsor's continued commitment and potential dilution.

Key Dates

• 2021-12-03: Initial Public Offering (IPO) — Raised $200,000,000, with $234,600,000 placed in trust, establishing the capital base for future business combination.
• 2024-03-12: Termination of Business Combination Agreement with Verde Bioresins, Inc. — Indicates a shift in strategic direction and the need to find a new merger target, increasing uncertainty.
• 2024-05-01: Mizuho waives $8,650,000 in deferred underwriting fees — Reduces a potential financial obligation for the company, potentially improving the terms for a business combination.
• 2024-06-19: Current sponsors purchase founder shares and private placement warrants — Demonstrates continued sponsor commitment, but also introduces potential dilution for public shareholders.
• 2024-12-09: Delisted from Nasdaq — Due to failure to meet the 36-month business combination deadline, leading to trading on OTC market and reduced liquidity.
• 2025-07-21: Business Combination Agreement with StablecoinX Assets Inc. and StablecoinX Inc. — Represents the company's current primary objective to merge with a target and become a publicly traded entity.

Glossary

Blank Check Entity

A company formed with the sole purpose of raising capital through an initial public offering (IPO) to acquire or merge with an existing company. (TLGYF is a blank check entity, meaning its primary function is to find and merge with another company, as it has no independent operations.)

Business Combination

The merger or acquisition of a special purpose acquisition company (SPAC) with a target company, allowing the target company to become publicly traded. (The core objective of TLGYF is to complete a business combination, as evidenced by its agreement with StablecoinX.)

Founder Shares

Shares typically issued to the founders or sponsors of a SPAC before the IPO, often at a nominal price, and usually convertible into Class A ordinary shares. (Founder shares, like those purchased by current sponsors, are a key component of SPAC capital structures and can lead to significant dilution.)

Private Placement Warrants

Warrants issued to sponsors or private investors in connection with a SPAC's IPO or subsequent financing, often with different terms than public warrants. (These warrants, purchased by sponsors, represent a potential future claim on the company's equity.)

Trust Account

A segregated account where funds raised from a SPAC's IPO are held in trust, typically invested in U.S. Treasury securities, to be used for the business combination or returned to shareholders upon liquidation. (The $234,600,000 in the trust account is TLGYF's primary asset and the source of funds for its business combination or redemptions.)

Deferred Underwriting Fees

A portion of the underwriting fees that are not paid at the time of the IPO but are contingent upon the completion of a business combination. (The waiver of $8,650,000 in deferred fees by Mizuho indicates a negotiation to facilitate the business combination.)

Over-the-Counter (OTC) Market

A decentralized market where securities are traded directly between two parties, without the oversight of a formal exchange like Nasdaq. (TLGYF's securities now trade on the OTC market after being delisted from Nasdaq, indicating reduced liquidity and regulatory scrutiny.)

Year-Over-Year Comparison

As a SPAC, TLGYF's financial performance is primarily driven by its IPO proceeds and the trust account balance, which remain largely unchanged from the previous period, standing at $234,600,000. The key developments since the last filing are strategic, including the termination of a prior merger agreement and the initiation of a new business combination with StablecoinX. New risks have emerged, notably the delisting from Nasdaq due to failure to meet the 36-month deadline, shifting its trading to the OTC market and increasing operational and market risks.

Key Financial Figures

• $0.0001 — ,587 Class A ordinary shares, par value $0.0001 per share, and 105,000 Class B ordinary
• $200,000,000 — ("units"), generating gross proceeds of $200,000,000. Simultaneously with the closing of the
• $1.00 — former sponsor") at a purchase price of $1.00 per private placement warrant, generati
• $10,659,500 — roceeds to the Company in the amount of $10,659,500. On December 8, 2021, the Company cons
• $10.00 — ale of an additional 3,000,000 units at $10.00 per unit, pursuant to the underwriters'
• $30,000,000 — generating additional gross proceeds of $30,000,000. The Company also consummated the closi
• $600,000 — generating additional gross proceeds of $600,000, to the former sponsor in respect of it
• $11.50 — le Class A ordinary share at a price of $11.50 per share, subject to adjustment. The C
• $234,600,000 — units on December 8, 2021, an amount of $234,600,000 ($10.20 per public share) from the net
• $10.20 — ber 8, 2021, an amount of $234,600,000 ($10.20 per public share) from the net proceeds
• $1 — ors, for an aggregate purchase price of $1.00, (i) purchased 3,542,305 founder sha
• $8,650,000 — as the representative, agreed to defer $8,650,000 in underwriting fees payable, which fee
• $0.033 — onsor and accepted by the Company, from $0.033 to the lesser of $0.04 per outstanding
• $0.04 — e Company, from $0.033 to the lesser of $0.04 per outstanding share and $200,000, and
• $200,000 — sser of $0.04 per outstanding share and $200,000, and increase the maximum number of suc

Filing Documents

• ea0275867-10k_tlgyacq.htm (10-K) — 985KB
• ea027586701ex31-1_tlgyacq.htm (EX-31.1) — 12KB
• ea027586701ex31-2_tlgyacq.htm (EX-31.2) — 12KB
• ea027586701ex32-1_tlgyacq.htm (EX-32.1) — 5KB
• ea027586701ex32-2_tlgyacq.htm (EX-32.2) — 5KB
• 0001213900-26-036938.txt ( ) — 4837KB
• tlgwf-20251231.xsd (EX-101.SCH) — 45KB
• tlgwf-20251231_cal.xml (EX-101.CAL) — 23KB
• tlgwf-20251231_def.xml (EX-101.DEF) — 251KB
• tlgwf-20251231_lab.xml (EX-101.LAB) — 320KB
• tlgwf-20251231_pre.xml (EX-101.PRE) — 306KB
• ea0275867-10k_tlgyacq_htm.xml (XML) — 444KB

Business

Business 1 Item 1A.

Risk Factors

Risk Factors 15 Item 1B. Unresolved Staff Comments 19 Item 1C. Cybersecurity 19 Item 2.

Properties

Properties 19 Item 3.

Legal Proceedings

Legal Proceedings 19 Item 4. Mine Safety Disclosures 19 Part II 20 Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 20 Item 6. [Reserved] 20 Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations 20 Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

Quantitative and Qualitative Disclosures About Market Risk 27 Item 8.

Financial Statements and Supplementary Data

Financial Statements and Supplementary Data 27 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 27 Item 9A.

Controls and Procedures

Controls and Procedures 27 Item 9B. Other Information 27 Item 9C. Other Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 27 Part III 28 Item 10. Directors, Executive Officers and Corporate Governance 28 Item 11.

Executive Compensation

Executive Compensation 37 Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 38 Item 13. Certain Relationships and Related Transactions, and Director Independence 39 Item 14. Principal Accountant Fees and Services 43 Part IV 44 Item 15. Exhibits, Financial Statements and Financial Statement Schedules 44 Item 16. Form 10-K Summary 46 i Unless otherwise stated in this annual report on Form 10-K (this "Annual Report"), references to: "we," "us," "Company" or "our Company" are to TLGY Acquisition Corporation, a Cayman Islands exempted company; "amended and restated memorandum and articles of association" are to the amended and restated memorandum and articles of association of the Company, as amended from time to time; "Business Combination" are to the proposed business combination between the Company, StablecoinX and SC Assets; "Companies Act" are to the Companies Act (As Revised) of the Cayman Islands, as amended from time to time; "current sponsors" are to, collectively, CPC Sponsor Opportunities I, LP, a limited partnership incorporated in the State of Delaware, and CPC Sponsor Opportunities I (Parallel), LP, a limited partnership incorporated in the State of Delaware; "directors" are to the current and/or former directors of the Company, as context requires; "distribution time" are to the time at which the distributable redeemable warrants will be distributed, which will occur immediately after the initial business combination redemption time and immediately prior to the closing of our initial business combination; "former sponsor" are to TLGY Sponsors LLC, a Cayman Islands limited liability company; "founder" are to Jin-Goon Kim; "founder shares" are to Class B ordinary shares initially purchased by our former sponsor in a private placement prior to our IPO and share capitalization prior to our IPO (which shares may be transferred to permitted transferees from time to time) and the Class A ordinary shar

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