As filed with the Securities and Exchange Commission on September 29, 2025.

Registration No. 333-[•]

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

_______________________

FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

_______________________

StablecoinX Inc.
(Exact name of registrant as specified in its charter)

_______________________

For Co-Registrants, see “Table of Co-Registrants” on the following page.

StablecoinX Inc.
6160 Warren Parkway, Suite 100
Frisco, TX 75034
Telephone: (302) 803-6849
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

_______________________

Young Cho
Chief Executive Officer
6160 Warren Parkway, Suite 100
Frisco, TX 75034
Telephone: (302) 803-6849
(Name, address, including zip code, and telephone number, including area code, of agent for service)

_______________________

Copies to:

_______________________

Approximate date of commencement of proposed sale to the public: As soon as practicable after (i) this registration statement is declared effective and (ii) upon completion of the applicable transactions described in the enclosed proxy statement/prospectus.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box: ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 7(a)(2)(B) of the Securities Act. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

The Registrant and Co-Registrant hereby amend this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant and Co-Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the U.S. Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

TABLE OF CO-REGISTRANTS

____________

(1)      The Co-Registrant has the following principal executive office:

StablecoinX Assets Inc.

6160 Warren Parkway, Suite 100

Frisco, TX 75034

Telephone: (302) 803-6849

(2)      The agent for service for the Co-Registrant is:

Young Cho

Chief Executive Officer 6160

Warren Parkway, Suite 100

Frisco, TX 75034

Telephone: (302) 803-6849

The information in this preliminary proxy statement/prospectus is not complete and may be changed. These securities may not be issued until the registration statement filed with the U.S. Securities and Exchange Commission is effective. This preliminary proxy statement/prospectus is not an offer to sell these securities and does not constitute the solicitation of an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY — SUBJECT TO COMPLETION DATED SEPTEMBER 29, 2025

PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING OF
TLGY ACQUISITION CORPORATION

AND

PROSPECTUS FOR UP TO 192,996,666 SHARES OF CLASS A COMMON STOCK AND
11,500,000 WARRANTS TO PURCHASE SHARES OF CLASS A COMMON STOCK
OF
STABLECOINX INC.

The board of directors of TLGY Acquisition Corporation, a Cayman Islands exempted company (“TLGY”), has unanimously approved and determined to be in the best interests of TLGY and its shareholders the business combination among TLGY, StablecoinX Assets Inc., a Delaware corporation (“SC Assets”), StablecoinX Inc., a Delaware corporation, (“StablecoinX”), StablecoinX SPAC Merger Sub LLC, a Delaware limited liability company and a wholly-owned subsidiary of StablecoinX (“SPAC Merger Sub”), and StablecoinX Company Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of StablecoinX (“Company Merger Sub”), in accordance with the terms and subject to the conditions set forth in the Business Combination Agreement, dated as of July 21, 2025 (as it may be further amended, modified, supplemented or otherwise modified from time to time in accordance with its terms, the “Business Combination Agreement”). Pursuant to the terms of the Business Combination Agreement, (1) SPAC Merger Sub will merge with and into TLGY, with TLGY continuing as the surviving company (the “SPAC Merger”), and (2) immediately following the SPAC Merger, Company Merger Sub will merge with and into SC Assets, with SC Assets continuing as the surviving company (the “Company Merger”, and together with the SPAC Merger, the “Mergers”). As a result of the Mergers and the other transactions contemplated by the Business Combination Agreement (the “Business Combination”), TLGY and SC Assets will become wholly-owned subsidiaries of StablecoinX and StablecoinX will become a publicly traded company.

Prior to the SPAC Merger, TLGY will redeem the TLGY Class A Ordinary Shares (as defined below) issued as part of the TLGY Units (as defined below) (the “Public Shares”) properly tendered for redemption in connection with the Business Combination pursuant to the TLGY Organizational Documents (as defined below) (the “Redemption”). In addition, prior to the SPAC Merger, (1) each issued and outstanding unit of TLGY (the “TLGY Units”) will be separated into its component parts, and (2) pursuant to the TLGY Organizational Documents and the Sponsor Support Agreement (as defined below) each issued and outstanding Class B ordinary share, par value $0.0001 per share, of TLGY (each a “TLGY Class B Ordinary Share”), will convert automatically, on a one-for-one basis, into one Class A ordinary share, par value $0.0001 per share, of TLGY (each, a “TLGY Class A Ordinary Share” and, together with the TLGY Class B Ordinary Shares, the “TLGY Ordinary Shares”). In connection with the SPAC Merger, (1) each issued and outstanding TLGY Class A Ordinary Share (that was not redeemed pursuant to the Redemption) will be exchanged, on a one-for-one basis, for one share of Class A common stock, par value $0.0001 per share, of StablecoinX (the “StablecoinX Class A Common Stock”), and (2) each issued and outstanding whole warrant representing the right to purchase one TLGY Class A Ordinary Share (each, a “TLGY Warrant”) will become a warrant to acquire one share of StablecoinX Class A Common Stock (each, a “StablecoinX Warrant”).

In connection with the Business Combination, the TLGY Insiders (as defined below) have agreed to exchange all of their TLGY founder shares (the “Founder Shares”) and private placement warrants (the “Private Placement Warrants”) for (1) 3% of the total issued and outstanding shares of StablecoinX Class A Common Stock following the Company Merger, and (2) an equal number of shares of StablecoinX Class B Common Stock (as defined herein) (collectively, the “Retained Shares” and such exchange, the “Sponsors Securities Exchange”). Upon the Closing, the only outstanding StablecoinX Warrants will be the publicly traded StablecoinX Warrants.

Following the SPAC Merger and in connection with the Company Merger, (1) each issued and outstanding share of Class A common stock, par value $0.0001 per share, of SC Assets (the “SC Assets Class A Common Stock”) will be exchanged, on a one-for-one basis, for one share of StablecoinX Class A Common Stock, and (2) each issued and outstanding share of Class B common stock, par value $0.0001 per share, of SC Assets (the “SC Assets Class B Common Stock”) will be exchanged, on a one-for-one basis for (a) one share of StablecoinX Class A Common Stock and (b) one share of Class B common stock, par value $0.0001 per share, of StablecoinX (the “StablecoinX Class B Common Stock” and, together with the shares of StablecoinX Class A Common Stock, the “StablecoinX Common Stock”). The shares of StablecoinX Class A Common Stock will have no voting rights other than as required by applicable law. The shares of StablecoinX Class B Common Stock will have one vote per share. Holders of StablecoinX Class A Common Stock will be entitled to receive distributions

TLGY ACQUISITION CORPORATION
4001 Kennett Pike, Suite 302
Wilmington, DE 19807

NOTICE OF EXTRAORDINARY GENERAL MEETING TO BE HELD ON [•], 2025

TO THE SHAREHOLDERS OF TLGY ACQUISITION CORPORATION:

You are cordially invited to attend the extraordinary general meeting (the “extraordinary general meeting”) of TLGY Acquisition Corporation, a Cayman Islands exempted company (“TLGY”), to be held at [•], Eastern Time, on [•], 2025 at the offices of Perkins Coie LLP located at 1155 Avenue of the Americas, New York, New York 10036, and virtually via live webcast at [•].

The extraordinary general meeting will be held for the following purposes:

Proposal No. 1 — The Business Combination Proposal — To consider and vote upon a proposal to approve, by ordinary resolution, the Business Combination Agreement, dated as of July 21, 2025 (as it may be further amended, supplemented or otherwise modified from time to time in accordance with its terms, the “Business Combination Agreement”), by and among TLGY, StablecoinX Assets Inc., a Delaware corporation (“SC Assets”), StablecoinX Inc., a Delaware corporation, (“StablecoinX”), StablecoinX SPAC Merger Sub LLC, a Delaware limited liability company and a wholly-owned subsidiary of StablecoinX (“SPAC Merger Sub”), and StablecoinX Company Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of StablecoinX (“Company Merger Sub”), pursuant to which, among other things, (1) SPAC Merger Sub will merge with and into TLGY, with TLGY continuing as the surviving company (the “SPAC Merger”), and (2) immediately following the SPAC Merger, Company Merger Sub will merge with and into SC Assets, with SC Assets continuing as the surviving company (the “Company Merger”, and together with the SPAC Merger, the “Mergers”), as a result of which, TLGY and SC Assets will become wholly-owned subsidiaries of StablecoinX and StablecoinX will become a publicly traded company, and the transactions contemplated thereby, as more fully described in the accompanying proxy statement/prospectus. At the Closing, StablecoinX will have two classes of shares outstanding (1) StablecoinX Class A Common Stock (as defined herein), which will have no voting rights other than applicable law and which will be listed for trading and will be freely transferable, subject to certain restrictions, and (2) StablecoinX Class B Common Stock (as defined herein), which will have one vote per share and no economic rights. We refer to this proposal as the “Business Combination Proposal”. A copy of the Business Combination Agreement is attached to the accompanying proxy statement/prospectus as Annex A.

Proposal No. 2 — The SPAC Merger Proposal — To consider and vote upon a proposal to approve, by special resolution, assuming the Business Combination Proposal is approved and adopted, the SPAC Merger and the Plan of Merger, as contemplated by the Business Combination Agreement, pursuant to which, SPAC Merger Sub will merge with and into TLGY, with TLGY continuing as the surviving company and each issued and outstanding Class A ordinary share of TLGY, par value $0.0001 per share (“TLGY Class A Ordinary Shares”), will be exchanged for one share of Class A Common Stock, par value $0.0001 per share, of StablecoinX (“StablecoinX Class A Common Stock”). We refer to this proposal as the “SPAC Merger Proposal” and, together with the Business Combination Proposal, the “Condition Precedent Proposals”. A copy of the Plan of Merger is attached to this proxy statement/prospectus as Annex B;

Proposal No. 3 — The Adjournment Proposal — To consider and vote upon a proposal to approve, by ordinary resolution, the adjournment of the extraordinary general meeting to a later date or dates, if necessary or convenient, (i) to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with the approval of one or more proposals at the extraordinary general meeting, (ii) if TLGY determines that one or more of the conditions to Closing is not or will not be satisfied or waived or (iii) to facilitate either of the Mergers or any other transaction contemplated by the Business Combination Agreement or the related agreements. We refer to this proposal as the “Adjournment Proposal”.

These items of business are described in the accompanying proxy statement/prospectus, which we encourage you to read carefully and in its entirety before voting.

Only holders of record of the TLGY Class A Ordinary Shares and the Class B ordinary shares, par value $0.0001 per share, of TLGY (“TLGY Class B Ordinary Shares” and, collectively with the TLGY Class A Ordinary Shares, the “TLGY Ordinary Shares”), at the close of business on [•], 2025 (the “Record Date”) are entitled to notice of and to have their votes counted at the extraordinary general meeting and any adjournment of the extraordinary general meeting.

TLGY may not consummate the Business Combination unless the Business Combination Proposal and the SPAC Merger Proposal are approved by the shareholders at the extraordinary general meeting. Pursuant to the amended and restated articles of association of TLGY adopted by special resolution passed on October 14, 2021 and effective on November 30, 2021 (the “TLGY Organizational Documents”), the approval of the SPAC Merger Proposal requires a special resolution, being the affirmative vote of holders of a majority of at least two-thirds of the TLGY Ordinary Shares who, being present in person or by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting.

The approval of each of the Business Combination Proposal and the Adjournment Proposal requires an ordinary resolution, being the affirmative vote of the holders of a majority of the TLGY Ordinary Shares, who, being present in person or by proxy and entitled to vote at an extraordinary general meeting, vote at the extraordinary general meeting.

The accompanying proxy statement/prospectus and proxy card are being provided to TLGY’s shareholders in connection with the solicitation of proxies to be voted at the extraordinary general meeting and at any adjournment of the extraordinary general meeting. Whether or not you plan to attend the extraordinary general meeting, all of TLGY’s shareholders are urged to read the accompanying proxy statement/prospectus, including the Annexes and the documents referred to herein, carefully and in their entirety. You should also carefully consider the risk factors described under the heading “Risk Factors” beginning on page 23 of the accompanying proxy statement/prospectus.

Potential conflicts of interest in connection with the Business Combination:    There may be actual or potential material conflicts of interest between or among (i) the Sponsors, TLGY’s officers and directors, the Sellers, SC Assets’ officers and directors and (ii) unaffiliated security holders of TLGY. The potential conflicts of interest include, but are not limited to, the following: (i) SC Assets was founded by Young Cho, the Chief Executive Officer and Executive Director of TLGY, and Edward Chen, the managing partner of the manager of the Current Sponsors, for the purpose of completing a business combination transaction with TLGY, (ii) in addition to any shares of StablecoinX Common Stock to be issued to them in connection with the Sponsors Securities Exchange, in their roles as co-founders, shareholders and Chief Executive Officer and director and Chairman, respectively, of SC Assets, each of Young Cho and Edward Chen will receive approximately 323,750 shares of StablecoinX Class A Common Stock (representing an aggregate of approximately 0.40% of the economic value of StablecoinX in each of the No Redemption Scenario, the 50% Redemption Scenario and the Maximum Redemption Scenario, respectively, and assuming in each scenario that the fair market value of ENA Token at Closing is $0.7037 per token) and approximately 323,750 shares of StablecoinX Class B Common Stock (representing an aggregate of approximately 3.2% of the voting rights of StablecoinX in each of the No Redemption Scenario, the 50% Redemption Scenario and the Maximum Redemption Scenario, respectively, and assuming in each scenario that the fair market value of ENA Token at Closing is $0.7037 per token), in exchange for the approximately 323,750 shares of SC Assets Class B Common Stock held by them as of the date of this proxy statement/prospectus, and (iii) Young Cho is expected to serve as the Chief Executive Officer or Chief Financial Officer of StablecoinX, and Edward Chen is expected to serve as a member of the StablecoinX Board, in each case following the Closing. These conflicts of interest may include a material conflict of interest arising in determining whether to proceed with the Business Combination, the compensation of TLGY’s directors and officers and the compensation of the Sponsors and the Sellers in connection with the Business Combination. See the section entitled “The Business Combination Proposal — Interests of Certain TLGY Persons in the Business Combination”.

After careful consideration, the board of directors of TLGY (the “TLGY Board”) has unanimously approved and determined to be in the best interests of TLGY and its shareholders the Business Combination and unanimously recommends that shareholders vote “FOR” the Business Combination Proposal and “FOR” all other proposals presented to TLGY’s shareholders in the accompanying proxy statement/prospectus.    When you consider the recommendation of these proposals by the TLGY Board, you should keep in mind that TLGY Sponsors LLC (the “Former Sponsor”), CPC Sponsor Opportunities I, LP (“CPCSO”), CPC Sponsor Opportunities I (Parallel), LP (“CPCSO Parallel” and, together with CPCSO, the “Current Sponsors” and collectively with the Former Sponsor, the “Sponsors”) and TLGY’s directors and officers, and/or their

affiliates, have interests in the Business Combination that may conflict with your interests as a shareholder. As a result, the Sponsors, Young Cho, Edward Chen and TLGY’s other officers and directors, and/or their affiliates, will benefit from the completion of a business combination and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to shareholders rather than liquidating TLGY. See the section of the accompanying proxy statement/prospectus entitled “The Business Combination Proposal — Interests of Certain TLGY Persons in the Business Combination” for a further discussion of these considerations.

In connection with the Business Combination, certain related agreements have been or will be entered into on or prior to the closing of the Business Combination, including the Collaboration Agreement, the Contribution Agreement, The Sponsor Support Agreement, the Seller Support Agreement, the PIPE Subscription Agreements, the Token Purchase Agreements, the Amended and Restated Registration Rights Agreement and the Lock-Up Agreement (each as defined in the accompanying proxy statement/prospectus). See “The Business Combination Proposal — Related Agreements” and “Certain Relationships and Related Person Transactions” in the accompanying proxy statement/prospectus for more information.

Pursuant to the TLGY Organizational Documents, a holder of Public Shares (as defined below) (a “Public Shareholder”) may request to redeem all or a portion of such holder’s Public Shares for cash if the Business Combination is consummated. As a Public Shareholder, you will be entitled to receive cash for any Public Shares to be redeemed only if you:

(i)     (a) hold TLGY Class A Ordinary Shares sold in the IPO (as defined below), whether they were purchased in the IPO as part of the TLGY Units (as defined in the accompanying proxy statement/prospectus) or thereafter in the open market (the “Public Shares”) or (b) hold Public Shares through TLGY Units and elect to separate your TLGY Units into the underlying Public Shares and Public Warrants (as defined in the accompanying proxy statement/prospectus) prior to exercising your redemption rights with respect to the Public Shares;

(ii)    submit a written request to Continental Stock Transfer & Trust Company (“Continental”), TLGY’s transfer agent, in which you (i) request to exercise your redemption rights with respect to all or a portion of your Public Shares for cash, and (ii) identify yourself as the beneficial holder of the Public Shares and provide your legal name, phone number and address; and

(iii)   deliver your share certificates for Public Shares (if any) along with other applicable redemption forms to Continental, physically or electronically through The Depository Trust Company.

Public Shareholders must complete the procedures for electing to redeem their Public Shares in the manner described above prior to [•], Eastern Time, on [•] (two business days prior to the initially scheduled date of the extraordinary general meeting) in order for their Public Shares to be redeemed.

Holders of TLGY Units must elect to separate the TLGY Units into the underlying Public Shares and Public Warrants prior to exercising their redemption rights with respect to the Public Shares. If Public Shareholders hold their TLGY Units in an account at a brokerage firm or bank, such Public Shareholders must notify their broker or bank that they elect to separate the TLGY Units into the underlying Public Shares and Public Warrants, or if a holder holds TLGY Units registered in its own name, the holder must contact Continental directly and instruct it to do so. The redemption rights include the requirement that a holder must identify itself to TLGY in order to validly exercise its redemption rights. Public Shareholders may elect to redeem Public Shares regardless of if or how they vote in respect of the Business Combination Proposal, and regardless of whether they hold Public Shares on the Record Date. If the Business Combination is not consummated, the Public Shares will be returned to the respective holder, broker or bank.

If a Public Shareholder properly exercises its right to redeem all or a portion of the Public Shares that it holds and timely delivers its share certificates (if any) and other redemption forms (as applicable) to Continental, and TLGY initiates the redemption of Public Shares in connection with the Business Combination (the “Redemption”) pursuant to the TLGY Organizational Documents, TLGY will redeem such Public Shares for a per-share price, payable in cash, equal to the pro rata portion of the trust account established at the consummation of the IPO (the “Trust Account”), calculated as of two business days prior to the consummation of the Business Combination (the “Redemption Price”). For illustrative purposes, as of the Record Date, this would have amounted to approximately $[•] per Public Share. Prior to exercising redemption rights, Public Shareholders should verify the market price of the TLGY Class A Ordinary Shares as they may receive higher proceeds from the sale of their Public Shares in the public market than

from exercising their redemption rights if the market price per share is higher than the Redemption Price. TLGY cannot assure shareholders that they will be able to sell their Public Shares in the open market, even if the market price per share is higher than the Redemption Price stated above, as there may not be sufficient liquidity in our securities when our shareholders wish to sell their shares. If a Public Shareholder exercises its redemption rights in full, then it will be electing to exchange its Public Shares for cash and will no longer own Public Shares. Any request to redeem Public Shares, once made, may be withdrawn at any time until the deadline for submitting redemption requests, which is two business days prior to the initially scheduled date of the extraordinary general meeting, and, thereafter, with TLGY’s consent. If a Public Shareholder delivers its shares in connection with an election to redeem and subsequently decides prior to the deadline for submitting redemption requests not to elect to exercise such rights, it may simply request that TLGY instruct Continental to return the shares (physically or electronically). The holder can make such request by contacting Continental, at the address or email address listed in the accompanying proxy statement/prospectus. See “Extraordinary General Meeting of TLGY — Redemption Rights” of the accompanying proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your Public Shares for cash.

Notwithstanding the foregoing, a Public Shareholder, together with any affiliate of such Public Shareholder or any other person with whom such Public Shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its Public Shares with respect to more than an aggregate of 15% of the Public Shares. Accordingly, if a Public Shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the Public Shares, then any such shares in excess of that 15% limit would not be redeemed for cash.

In connection with TLGY’s initial public offering (the “IPO”), TLGY Sponsors LLC (the “Former Sponsor”), and TLGY’s then current directors and executive officers entered into letter agreements to vote their TLGY Ordinary Shares in favor of the Business Combination Proposal (as defined herein). Further, in connection with the Business Combination, the Former Sponsor, CPC Sponsor Opportunities I, LP (“CPCSO”), CPC Sponsor Opportunities I (Parallel), LP (“CPCSO Parallel” and, together with CPCSO, the “Current Sponsors” and collectively with the Former Sponsor, the “Sponsors”), the other holders of Founder Shares (as defined in the accompanying proxy statement/prospectus and the holders of such shares, the “Founder Shareholders”) and the other parties thereto (collectively, the “TLGY Insiders”), entered into an amended and restated sponsor support agreement with TLGY, SC Assets and StablecoinX (as it may be further amended, modified, supplemented or otherwise modified from time to time in accordance with its terms, the “Sponsor Support Agreement”), pursuant to which, among other things, each of the TLGY Insiders agreed to: (1) vote its TLGY Ordinary Shares in favor of all proposals being presented at the extraordinary general meeting; (2) not transfer any securities of TLGY held by it until the earlier of (a) the Closing and (b) the valid termination of the Sponsor Support Agreement, subject to certain exceptions as provided in the Sponsor Support Agreement or permitted by the Business Combination Agreement or other agreement in connection with the Transactions; (3) not redeem any TLGY Ordinary Shares held by it in connection with the Business Combination; and (4) immediately following the consummation of the SPAC Merger, exchange all of the Founder Shares (as defined herein) and Private Placement Warrants (as defined herein), in each case, held by them, for (1) 3% of the total issued and outstanding shares of StablecoinX Class A Common Stock following the Company Merger, in the aggregate, and (2) an equal number of shares of StablecoinX Class B Common Stock (as defined herein) (the “Sponsors Securities Exchange” and such shares of StablecoinX Class A Common Stock and StablecoinX Class B Common Stock to be issued in the Sponsors Securities Exchange, the “Retained Shares”). Following the Closing, the only outstanding StablecoinX Warrants will be the publicly traded StablecoinX Warrants. None of the Sponsors, the Founder Shareholders or TLGY’s directors or officers or other TLGY Insiders received separate consideration for their waiver of redemption rights. The Founder Shares held by the TLGY Insiders will be excluded from the pro rata calculation used to determine the per-share Redemption Price. As of the Record Date, the TLGY Insiders owned approximately 3% of the total outstanding TLGY Ordinary Shares and 100% of the outstanding Private Placement Warrants, which is sufficient to approve all the proposals at the extraordinary general meeting. A copy of the Sponsor Support Agreement is attached to this proxy statement/prospectus as Annex I. Please see the section entitled “The Business Combination Proposal — Related Agreements — Sponsor Support Agreement.”

In connection with the Business Combination, StablecoinX, SC Assets, the Ethena Foundation (“Ethena”) and Ethena OpCo Ltd (“Ethena OpCo”) entered into an amended and restated collaboration agreement (as it may be further amended, supplemented or otherwise modified from time to time in accordance with its terms, the “Collaboration Agreement”), pursuant to which, among other things, Ethena agreed to provide StablecoinX a right to participate in certain future offerings of the native protocol governance token of the Ethena Protocol (the “ENA Token”) made by it on terms no less favorable than other investors and to collaborate with StablecoinX on an ongoing basis to support the operation of StablecoinX’s infrastructure, staking and treasury activities of ENA Token and StablecoinX’s public advocacy for the blockchain-based protocol and off-chain architecture and related systems for ENA Token (the “Ethena

Protocol”) within the traditional finance ecosystem. Pursuant to the Collaboration Agreement, StablecoinX agreed that its business would be to provide infrastructure, staking and other products and services to the Ethena Protocol and that it would not change its principal business, acquire digital assets other than ENA Token, USDe and sUSDe or any other Ethena-related digital assets, or enter into a merger, acquisition, disposition or similar transaction that would have the effect of changing such business without the prior approval of the Investment Committee (as defined below) and a majority of the holders to StablecoinX Class B Common Stock. Further, during the term of the Collaboration Agreement, StablecoinX and its affiliates may not (i) sell, transfer, pledge or otherwise encumber any ENA Tokens held by it or its affiliates or (ii) provide any substantially similar services to any other third party or any other crypto-based decentralized network or protocol without the consent of Ethena, or in any event, attempt to launch a token, either directly or indirectly. It was also agreed that StablecoinX will establish an investment committee (the “Investment Committee”) at the Closing, which will consist of one representative from StablecoinX, one representative from Ethena (the “Ethena Representative”) and one independent representative to be mutually agreed upon by the parties to the Collaboration Agreement. The Investment Committee will have authority over capital allocation decisions of StablecoinX, including the timing, size, price and frequency of purchases of ENA Token, material borrowings and any other transaction outside the normal course of StablecoinX’s business, among other things. Ethena also agreed to take certain actions in connection with the PIPE (as defined below). A copy of the Collaboration Agreement is attached to this proxy statement/prospectus as Annex E. Please see the section entitled “The Business Combination Proposal — Related Agreements — Collaboration Agreement.”

Concurrently with the execution of the Business Combination Agreement, TLGY, SC Assets, StablecoinX and Ethena entered into a contribution agreement (as it may be further amended, modified, supplemented or otherwise modified from time to time in accordance with its terms, the “Contribution Agreement”), pursuant to which Ethena agreed to contribute $60 million of locked ENA Token (the “Locked ENA Token”), valued at $0.21056 per token, which represents a 30% discount to the fair market value of $0.3008 per token on the date of the Contribution Agreement, to SC Assets prior to the Company Merger (the “ENA Contribution”), in exchange for shares of SC Assets Class B Common Stock. As a result of the ENA Contribution and the Company Merger, immediately following the Closing, Ethena will beneficially own a majority of the voting power of the outstanding shares of StablecoinX Common Stock (as defined in the accompanying proxy statement/prospectus). A copy of the Contribution Agreement is attached to this proxy statement/prospectus as Annex F. Please see the section entitled “The Business Combination Proposal — Related Agreements — Contribution Agreement.”

In addition, concurrently with the execution of the Business Combination Agreement, TLGY, StablecoinX and SC Assets entered into subscription agreements with certain third-party investors (the “Initial PIPE Investors”), pursuant to which the Initial PIPE Investors agreed, subject to the terms and conditions set forth therein, to purchase shares of SC Assets Class A Common Stock from SC Assets prior to the Company Merger (the “PIPE Shares”) in the aggregate amount of approximately $363 million, of which approximately $101 million will be paid in ENA Tokens (which amount includes the $60 million ENA Contribution) prior to the Company Merger and approximately $262 million was paid in cash, USDC or USDT (collectively, “Cash” and the aggregate PIPE proceeds paid in Cash thereunder, the “Initial Cash PIPE Proceeds”) on or prior to the date of such PIPE subscription agreements, in each case, in accordance with the terms of such subscription agreements (as they may be further amended, modified, supplemented or otherwise modified from time to time in accordance with their terms the “Initial PIPE Subscription Agreements”). The form of Initial PIPE Subscription Agreement is attached to this proxy statement/prospectus as Annex G-1.

Concurrently with the execution of the Initial PIPE Subscription Agreements and to facilitate the transactions contemplated thereby, SC Assets, solely in its capacity as administrative agent (the “Initial PIPE Administrative Agent”) for the Initial PIPE Investors who paid Cash for their PIPE Shares (the “Initial Cash PIPE Investors”), and Ethena OpCo entered into a token purchase agreement (as it may be further amended, modified, supplemented or otherwise modified from time to time in accordance with its terms, the “Initial Token Purchase Agreement”), pursuant to which, among other things, Ethena OpCo agreed to sell to SC Assets, solely in its capacity as Initial PIPE Administrative Agent, Locked ENA Token valued at $0.21056 per token, which represents a 30% discount to the fair market value of $0.3008 per token at the signing of the Initial Token Purchase Agreement, in an aggregate amount equal to the Initial Cash PIPE Proceeds less up to $2.5 million of permitted transaction expenses (the “Permitted Transaction Expenses” and such net amount, the “Initial Net Cash PIPE Proceeds”), which Locked ENA Token was deposited by Ethena OpCo into a separate custodial account (the “Custodial Account”) established by the Administrative Agent for the benefit of the Initial Cash PIPE Investors at Anchorage National Bank N.A. (“Anchorage”), with Anchorage serving as custodian (the “Custodian”), on or shortly after the date of the Initial Token Purchase Agreement (the “Initial Token Purchase Date”). The Locked ENA Token purchased pursuant to the Initial Token Purchase Agreement may not be transferred for a period of 48 months after the Initial Token Purchase Date, subject to earlier unlock and release from such transfer restrictions as follows: (i) 25% of the Locked ENA Token

will be unlocked on the 12 month anniversary of the Initial Token Purchase Date and (ii) the remaining 75% of the Locked ENA Token will be unlocked in 36 equal monthly installments thereafter. A copy of the Initial Token Purchase Agreement is attached to this proxy statement/prospectus as Annex H-1.

On September 5, 2025, TLGY, SC Assets and StablecoinX entered into additional subscription agreements with certain investors, including Ethena OpCo and Guy Young, founder of Ethena Labs, S.A. (the “Additional PIPE Investors” and, together with the Initial PIPE Investors, the “PIPE Investors”), pursuant to which such Additional PIPE Investors agreed, subject to the terms and conditions set forth therein, to purchase PIPE Shares in the aggregate amount of approximately $530 million, of which approximately $248 million will be paid in ENA Tokens and approximately $282 million will be paid in Cash (the aggregate PIPE proceeds paid in cash thereunder, the “Additional Cash PIPE Proceeds” and, together with the Initial Cash PIPE Proceeds, the “Cash PIPE Proceeds”) on or prior to the date of such subscription agreements (as they may be further amended, modified, supplemented or otherwise modified from time to time in accordance with their terms, the “Additional PIPE Subscription Agreements” and, together with the Initial PIPE Subscription Agreements, the “PIPE Subscription Agreements” and the transactions contemplated thereby, the “PIPE”). To the extent the issuance of the PIPE Shares to an Additional PIPE Investor would cause such Additional PIPE Investor to own more than 9.90% of the total issued and outstanding shares of StablecoinX Class A Common Stock at the Closing (the “Beneficial Ownership Limitation”), then, such Additional PIPE Investor will receive a portion of their PIPE Shares in the form of SC Assets Class A Common Stock in an amount that would cause such Additional PIPE Investor to meet but not exceed the Beneficial Ownership Limitation, and a pre-funded warrant to purchase the remaining number of PIPE Shares (the “Pre-Funded Warrant”). The Pre-Funded Warrant is exercisable at any time after the original issuance date. Forms of the Additional PIPE Subscription Agreements are attached to this proxy statement/prospectus as Annex G-2, G-3 and G-4. Please see the section entitled “The Business Combination Proposal — Related Agreements — PIPE Subscription Agreements.”

Concurrently with the execution of the Additional PIPE Subscription Agreements and to facilitate the transactions contemplated thereby, SC Assets, solely in its capacity as administrative agent (the “Additional PIPE Administrative Agent” and, together with the Initial PIPE Administrative Agent, the “Administrative Agent”) for the Additional PIPE Investors who paid Cash for their PIPE Shares (the “Additional Cash PIPE Investors” and, together with the Initial Cash PIPE Investors, the “Cash PIPE Investors”), and Ethena OpCo entered into a token purchase agreement (as it may be further amended, modified, supplemented or otherwise modified from time to time in accordance with its terms, the “Additional Token Purchase Agreement” and, together with the Initial Token Purchase Agreement, the “Token Purchase Agreements”), pursuant to which, among other things, Ethena OpCo agreed to sell to SC Assets, solely in its capacity as Administrative Agent, Locked ENA Token valued at $0.29 per token, in an aggregate amount equal to the Additional Cash PIPE Proceeds less up to $16.0 million of Permitted Transaction Expenses (such net amount, the “Additional Net Cash PIPE Proceeds” and, together with the Initial Net Cash PIPE Proceeds, the “Net Cash PIPE Proceeds”), which Locked ENA Token was deposited by Ethena OpCo into a separate Custodial Account established by the Administrative Agent for the benefit of the Additional Cash PIPE Investors at Anchorage, with Anchorage serving as Custodian, on or shortly after the date of the Additional Token Purchase Agreement (the “Additional Token Purchase Date”). The Locked ENA Token purchased pursuant to the Additional Token Purchase Agreement may not be transferred for a period of 48 months after the Additional Token Purchase Date, subject to earlier unlock and release from such transfer restrictions as follows: (i) 25% of the Locked ENA Token will be unlocked on the 12 month anniversary of the Additional Token Purchase Date and (ii) the remaining 75% of the Locked ENA Token will be unlocked in 36 equal monthly installments thereafter. A copy of the Additional Token Purchase Agreement is attached to this proxy statement/prospectus as Annex H-2. Please see the section entitled “The Business Combination Proposal — Related Agreements — Token Purchase Agreements.”

The Business Combination Agreement is subject to the satisfaction or waiver of certain customary closing conditions, including without limitation: (i) the adoption and/or approval, as applicable, by TLGY’s shareholders of the Condition Precedent Proposals, (ii) the consummation of the Business Combination not being prohibited by applicable law, (iii) the effectiveness of the registration statement of which the accompanying proxy statement/prospectus forms a part, (iv) the shares of StablecoinX Class A Common Stock having been approved for listing on The Nasdaq Stock Market LLC (“Nasdaq”), the New York Stock Exchange or another national stock exchange, subject to notice of issuance, and (v) the PIPE having been fully funded in accordance with the PIPE Subscription Agreements. The obligations of the parties to consummate (or cause to be consummated) the Business Combination are also subject to, among other things, (i) Ethena having completed the ENA Contribution in accordance with the Contribution Agreement, (ii) the completion of the purchase of the Locked ENA Tokens from Ethena OpCo in accordance with the terms of the Token Purchase Agreements, (iii) the Collaboration Agreement being in full force and effect and (iv) the Token Purchase Agreements being in full force and effect.

The TLGY Units (as defined in the accompanying proxy statement/prospectus), TLGY Class A Ordinary Shares and Public Warrants (as defined in the accompanying proxy statement/prospectus) are currently quoted on the OTC Markets Group Pink Limited (the “OTC Pink”) under the symbols “TLGUF”, “TLGYF” and “TLGWF”, respectively. As noted above, pursuant to the terms of the Business Combination Agreement, as a closing condition, (subject to certain exceptions), TLGY is required to cause the StablecoinX Class A Common Stock issued in connection with the Business Combination to be approved for listing on Nasdaq (or another national securities exchange), but there can be no assurance that such listing condition will be met. If such listing condition is not met, the Business Combination will not be consummated unless the listing condition is waived by the parties to the Business Combination Agreement. Following the Closing, StablecoinX Class A Common Stock and the Public Warrants, which will become warrants to purchase one share of StablecoinX Class A Common Stock in accordance with its terms in connection with the SPAC Merger (“StablecoinX Warrants”), are intended to be listed, subject to Nasdaq approval, under the proposed symbols “USDE” and “USDEW”, respectively. It is important for you to know that, at the time of our extraordinary general meeting, we may not have received from Nasdaq (or another national securities exchange) either confirmation of the listing of the StablecoinX Class A Common Stock and StablecoinX Warrants or that approval will be obtained prior to the consummation of the Business Combination, and it is possible that the listing condition to the consummation of the Business Combination may be waived by the parties to the Business Combination Agreement. As a result, you may be asked to vote to approve the Business Combination and the other proposals included in the accompanying proxy statement/prospectus without such confirmation, and, further, it is possible that such confirmation may never be received and the Business Combination could still be consummated if such condition is waived or is subject to an exception and therefore the StablecoinX securities would not be listed on any nationally recognized securities exchange.

For terms used in this notice but not otherwise defined herein, please refer to the Frequently Used Terms section of the accompanying proxy statement/prospectus.

Your vote is very important.    Whether or not you plan to attend the extraordinary general meeting, please vote as soon as possible by following the instructions in the accompanying proxy statement/prospectus to make sure that your shares are represented at the extraordinary general meeting. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the extraordinary general meeting or any adjournment thereof. The transactions contemplated by the Business Combination Agreement will be consummated only if the Condition Precedent Proposals are approved by the shareholders at the extraordinary general meeting, and if the other conditions to closing are satisfied or waived. Each of the Condition Precedent Proposals is cross-conditioned on the approval of the other Condition Precedent Proposal. The Adjournment Proposal is not conditioned upon the approval of any other proposal set forth in the accompanying proxy statement/prospectus.

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted “FOR” each of the proposals presented at the extraordinary general meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the extraordinary general meeting in person, the effect will be, among other things, that your shares will not be counted for purposes of determining whether a quorum is present at the extraordinary general meeting and will not be voted. If you are a shareholder of record and you attend the extraordinary general meeting and wish to vote in person, you may withdraw your proxy and vote in person.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST SUBMIT A WRITTEN REQUEST, INCLUDING THE LEGAL NAME, PHONE NUMBER AND ADDRESS OF THE BENEFICIAL OWNER OF THE SHARES FOR WHICH REDEMPTION IS REQUESTED, TO CONTINENTAL THAT YOUR PUBLIC SHARES BE REDEEMED FOR CASH AND DELIVER YOUR PUBLIC SHARES TO CONTINENTAL, PHYSICALLY OR ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM, IN EACH CASE, IN ACCORDANCE WITH THE PROCEDURES AND DEADLINES DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS. IF THE BUSINESS COMBINATION IS ABANDONED, THEN THE PUBLIC SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. SEE “THE EXTRAORDINARY GENERAL MEETING — REDEMPTION RIGHTS” IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS FOR MORE SPECIFIC INSTRUCTIONS.

On behalf of the TLGY Board, I would like to thank you for your support and look forward to the successful completion of the Business Combination.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

The accompanying proxy statement/prospectus is dated [•], and is first being mailed to shareholders on or about [•].

TABLE OF CONTENTS

FREQUENTLY USED TERMS

Unless otherwise stated or unless the context otherwise requires, the terms “we”, “us”, “our”, and “TLGY” refer to TLGY Acquisition Corporation, which is an exempted company incorporated under the laws of the Cayman Islands.

In this document:

“50% Redemption Scenario” means the redemption scenario assuming that holders of 244,943 Public Shares, or approximately 50% of the currently outstanding Public Shares, exercise redemption rights with respect to such shares for their pro rata share of the funds in the Trust Account. The 50% Redemption Scenario Assumes that the fair market value of ENA Token at Closing is $0.7037 per token, the fair value of ENA Token ending September 4, 2025, which is based on the 30-day VWAP of ENA Tokens ending September 4, 2025.

“Amended and Restated Registration Rights Agreement” means the Amended and Restated Registration Rights Agreement to be entered into by and among TLGY, SC Assets, the Sponsors, and certain other parties thereto upon the completion of the Business Combination. A form of the Amended and Restated Registration Rights Agreement in substantially the form it will be executed in connection with the Closing is attached to this proxy statement/prospectus as Annex K.

“Additional Cash PIPE Investors” means those Additional PIPE Investors who paid Cash for their PIPE Shares.

“Additional Cash PIPE Proceeds” means the aggregate PIPE proceeds paid by the Additional PIPE Investors in Cash.

“Additional Net Cash PIPE Proceeds” means an amount equal to the Additional Cash PIPE Proceeds less the applicable Permitted Transaction Expenses.

“Additional PIPE Investors” means those investors who participated in the PIPE pursuant to the Additional PIPE Subscription Agreements, including Ethena OpCo and Guy Young, the founder of Ethena Labs, S.A.

“Additional PIPE Subscription Agreements” means the subscription agreements, dated as of September 5, 2025, for the purchase of SC Assets Class A Common Stock consummated prior to the Closing.

“Additional Token Purchase Date” means the date of the Additional Token Purchase Agreement.

“Additional Token Purchase Agreement” means the Token Purchase Agreement, dated September 5, 2025, by and between Ethena OpCo and SC Assets, a copy of which is attached hereto as Annex H-2.

“Adjournment Proposal” means the proposal to approve by ordinary resolution the adjournment of the extraordinary general meeting to a later date or dates, if necessary or convenient, (i) to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with the approval of one or more proposals at the extraordinary general meeting, (ii) if TLGY determines that one or more of the conditions to Closing is not or will not be satisfied or waived or (iii) to facilitate either of the Mergers or any other transaction contemplated by the Business Combination Agreement or the related agreements.

“Administrative Agent” means SC Assets, solely in its capacity as administrative agent for the PIPE Investors who paid Cash for their PIPE Shares.

“Anchorage” means Anchorage National Bank N.A.

“ASC” means Accounting Standards Codification.

“ASU” means Accounting Standards Update.

“Baird” means Robert W. Baird & Co. Incorporated.

“Business Combination” means, collectively, the Mergers, the ENA Contribution, the PIPE and the other transactions contemplated by the Business Combination Agreement.

“Business Combination Agreement” means the Business Combination Agreement, dated as of July 21, 2025, by and among TLGY, SC Assets, StablecoinX, SPAC Merger Sub and Company Merger Sub, as it may be further amended, supplemented or otherwise modified from time to time in accordance with its terms. A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A.

“Business Combination Proposal” means the proposal to be considered at the extraordinary general meeting to approve the Business Combination Agreement and the transactions contemplated thereby.

“Bylaws” mean the amended and restated bylaws of StablecoinX to be in effect following the Business Combination, a form of which is attached to this proxy statement/prospectus as Annex D.

“Cash” means, for purposes of the PIPE, cash, USDC or USDT, collectively.

“Cash PIPE Investors” means those PIPE Investors who paid Cash for their PIPE Shares.

“Cash PIPE Proceeds” means the aggregate PIPE proceeds paid by the PIPE Investors in Cash.

“Certificate of Incorporation” means the amended and restated certificate of incorporation of StablecoinX to be in effect following the Business Combination, a form of which is attached to this proxy statement/prospectus as Annex C.

“Closing” means the closing of the Business Combination.

“Closing Date” means the date the Closing occurs.

“Code” means the U.S. Internal Revenue Code of 1986, as amended.

“Collaboration Agreement” means the Amended and Restated Collaboration Agreement, dated as of September 5, 2025, by and among Ethena, Ethena OpCo, StablecoinX and SC Assets.

“Companies Act” means the Companies Act (As Revised) of the Cayman Islands.

“Company Merger” means the merger in which Company Merger Sub will merge with and into SC Assets, with SC Assets continuing as the surviving company.

“Company Merger Sub” means StablecoinX Company Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of StablecoinX.

“Condition Precedent Proposals” mean the Business Combination Proposal and the SPAC Merger Proposal.

“Continental” means Continental Stock Transfer & Trust Company.

“Contribution Agreement” means the Contribution Agreement, dated as of July 21, 2025, by and among TLGY, SC Assets, StableCoinX and Ethena.

“CPCSO” means CPC Sponsor Opportunities I, LP.

“CPCSO Parallel” means CPC Sponsor Opportunities I (Parallel), LP.

“Current Sponsors” means CPCSO and CPCSO Parallel.

“Custodial Account” means a custodial account established by the Administrative Agent for the benefit of the applicable Cash PIPE Investors at Anchorage serving as Custodian.

“Custodian” means Anchorage serving as custodian of the Custodial Account.

“D&O Indemnified Party” means any individual who, at or prior to the Closing, was a director, officer, employee or agent of TLGY, SC Assets, StablecoinX, SPAC Merger Sub, or Company Merger Sub, as the case may be, or who, at the request of TLGY, SC Assets, StablecoinX, SPAC Merger Sub, or Company Merger Sub, as the case may be, served as a director, officer, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise (collectively, with such individual’s heirs, executors or administrators).

“Deferred Underwriting Fees” means $8,650,000 in underwriting fees payable to Mizuho, as representative of the underwriters of the TLGY IPO, which fees were payable upon the completion of the initial business combination, but were subsequently waived by Mizuho, as representative of such underwriters.

“DGCL” means the Delaware General Corporation Law, as amended.

“Disclosure Schedules” means the disclosure schedules to the Business Combination Agreement.

“DTC” means The Depository Trust Company.

“DWAC” means The Depository Trust Company’s deposit/withdrawal at custodian system.

“Effective Time” means the effective time of the Mergers.

“ENA Contribution” means the transaction in which Ethena agreed, pursuant to the terms of the Contribution Agreement, to contribute $60 million of ENA Token, valued at $0.21056 per token, which represents a 30% discount to the fair market value of $0.3008 per token on the date of the Contribution Agreement, to SC Assets prior to the Company Merger.

“Ethena Labs” means Ethena Labs, S.A., a Portuguese company limited by shares.

“ENA Token” means the native protocol governance token of the Ethena Protocol.

“Ethena” or “Ethena Foundation” means the Ethena Foundation.

“Ethena OpCo” means Ethena OpCo Ltd.

“Ethena Protocol” means the blockchain-based protocol and off-chain architecture and related systems for ENA Token.

“Ethena Representative” means the representative from Ethena to be elected to the StablecoinX Investment Committee.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Extension Amendment” means the proposal to extend the date by which TLGY must complete the Business Combination or another initial business combination to the outside date under the TLGY Organizational Documents (which will be April 16, 2026 if and to the extent the period of time to consummate a business combination is extended to the fullest extent possible in accordance with the terms of the TLGY Organizational Documents, or if such date is extended in accordance with the terms of the TLGY Organizational Documents, such later date) presented to and approved by TLGY’s shareholders at the Extension Meeting, as more fully described in the Definitive Proxy Statement on Schedule 14A filed by TLGY on April 11, 2025.

“Extension Meeting” means the extraordinary general meeting of shareholders of TLGY held on April 15, 2025, to, among other things, amend the TLGY Organizational Documents then in effect to extend the date by which TLGY must consummate the Business Combination or another initial business combination to the outside date under the TLGY Organizational Documents (which will be April 16, 2026 if and to the extent the period of time to consummate a business combination is extended to the fullest extent possible in accordance with the terms of the TLGY Organizational Documents, or if such date is extended in accordance with the terms of the TLGY Organizational Documents, such later date).

“extraordinary general meeting” means the extraordinary general meeting of TLGY’s shareholders, to be held at [•] a.m. Eastern Time on at the offices of Perkins Coie LLP at 1155 Avenue of the Americas, New York, New York 10036 and virtually at, and any adjournments or postponements thereof.

“Fairness Opinion” means the written opinion of Scalar dated July 20, 2025, delivered to the TLGY Board, a copy of which is attached as Annex M hereto.

“FASB” means the Financial Accounting Standards Bureau.

“Former Sponsor” means TLGY Sponsors LLC, a Delaware limited liability company.

“Founder Shares” means, prior to the SPAC Merger, the TLGY Class B Ordinary Shares initially issued to the Former Sponsor as in a private placement prior to the closing of the IPO, and the TLGY Class A Ordinary Shares issued upon conversion thereof and thereafter, the shares of StablecoinX Class A Common Stock for which such shares are exchanged in connection with the SPAC Merger. As of the date of this proxy statement/prospectus, the TLGY Insiders hold an aggregate of 5,444,900 Founder Shares, consisting of 5,344,700 TLGY Class A Ordinary Shares and 105,000 TLGY Class B Ordinary Shares.

“Founder Shareholders” means the holders of Founder Shares.

“GAAP” means U.S. generally accepted accounting principles.

“Initial Cash PIPE Investors” means those Initial PIPE Investors who paid Cash for their PIPE Shares.

“Initial Cash PIPE Proceeds” means the aggregate PIPE proceeds paid by the Initial PIPE Investors in Cash.

“Initial Net Cash PIPE Proceeds” means an amount equal to the Initial Cash PIPE Proceeds less the applicable Permitted Transaction Expenses.

“Initial PIPE Investors” means those certain third-party investors who participated in the PIPE pursuant to the Initial PIPE Subscription Agreements.

“Initial PIPE Subscription Agreements” means the subscription agreements, dated as of July 21, 2025, for the purchase of SC Assets Class A Common Stock consummated prior to the Closing.

“Initial Token Purchase Date” means the date of the Initial Token Purchase Agreement.

“Initial Token Purchase Agreement” means the Token Purchase Agreement, dated July 21, 2025, by and between Ethena OpCo and SC Assets, a copy of which is attached hereto as Annex H-1.

“Interim Period” means the period beginning on the Signing Date and ending on the earlier of the termination of the Business Combination Agreement or the Closing Date.

“Investment Company Act” means the Investment Company Act of 1940, as amended.

“IPO” means TLGY’s initial public offering of the TLGY Units, Public Shares and Public Warrants pursuant to a registration statement on Form S-1 declared effective by the SEC on November 30, 2021 (SEC File No. 333-260242). On December 8, 2021, TLGY completed the sale of 23,000,000 TLGY Units, including the issuance of 3,000,000 TLGY Units as a result of the underwriters’ exercise of their over-allotment option, in its initial public offering.

“JOBS Act” means the Jumpstart our Business Startups Act of 2012.

“Letter Agreement” means the letter agreement, dated November 30, 2021, by and among TLGY, its directors and officers and the Sponsors containing provisions relating to transfer restrictions of the Founder Shares and Private Placement Warrants, indemnification of the Trust Account, voting obligations, waiver of redemption rights and participation in liquidation distributions from the Trust Account.

“Locked ENA Token” means the locked ENA Token sold to SC Assets by Ethena OpCo and valued at $0.21056 per token, which represents a 30% discount to the fair market value of $0.3008 per token at the signing of the Token Purchase Agreements.

“Maximum Redemption Scenario” means the redemption scenario assuming that holders of 489,887 Public Shares, or 100% of the currently outstanding Public Shares, exercise redemption rights with respect to such shares for their pro rata share of the funds in the Trust Account. The Maximum Redemption Scenario Assumes that the fair market value of ENA Token at Closing is $0.7037 per token, the fair value of ENA Token ending September 4, 2025, which is based on the 30-day VWAP of ENA Tokens ending September 4, 2025.

“Mergers” means the SPAC Merger and Company Merger.

“Mizuho” means Mizuho Securities USA LLC, the representative of the underwriters in the TLGY IPO.

“Nasdaq” means the Nasdaq Stock Market LLC.

“Net Cash PIPE Proceeds” means the Initial Net Cash PIPE Proceeds and the Additional Net Cash PIPE Proceeds.

“No Redemption Scenario” means the redemption scenario assuming that no holders of Public Shares, or 0% of the currently outstanding Public Shares, exercise redemption rights with respect to such shares for their pro rata share of the funds in the Trust Account. The No Redemption Scenario Assumes that the fair market value of ENA Token at Closing is $0.7037 per token, the fair value of ENA Token ending September 4, 2025, which is based on the 30-day VWAP of ENA Tokens ending September 4, 2025.

“OTC Pink” means OTC Markets Group Pink Limited.

“PCAOB” means the Public Company Accounting Oversight Board (United States).

“Permitted Transaction Expenses” means up to an aggregate amount of $18.5 million in transaction expenses in connection with the PIPE, which amount will be held in the applicable Custodial Accounts until the Closing in accordance with the terms of the PIPE Subscription Agreements.

“Person” means any individual, firm, corporation, partnership, limited liability company, incorporated or unincorporated association, joint venture, joint stock company, governmental authority or instrumentality or other entity of any kind.

“PIPE” means the transactions contemplated by the PIPE Subscription Agreements.

“PIPE Investors” means those investors who participated in the PIPE pursuant to the PIPE Subscription Agreements.

“PIPE Shares” means the shares of SC Assets Class A Common Stock sold to the PIPE Investors in the PIPE.

“PIPE Subscription Agreements” means the subscription agreements for the purchase of SC Assets Class A Common Stock consummated prior to the Closing.

“Plan of Merger” means the plan of merger to be filed with the Registrar of Companies of the Cayman Islands to effect the SPAC Merger, a copy of the form of which is attached hereto as Annex B.

“Private Placement Warrants” means the 11,259,500 TLGY Warrants, each exercisable for one TLGY Class A Ordinary Share at $11.50 per share, initially purchased by the Former Sponsor for an aggregate purchase price of $11,259,500, or $1.00 per warrant, in a private placement that closed simultaneously with the IPO. In connection with the Securities Transfer Transaction, the Current Sponsors acquired an aggregate of 3,940,825 Private Placement Warrants from the Former Sponsor for an aggregate purchase price of $1.00. Each of the outstanding Private Placement Warrants will become a StablecoinX Warrant following the SPAC Merger.

“Public Shareholders” means the holders of Public Shares.

“Public Shares” means the TLGY Class A Ordinary Shares sold in the IPO (whether they were purchased in the IPO as part of the TLGY Units or thereafter in the open market).

“Public Warrants” means, prior to the SPAC Merger, the TLGY Warrants included in the TLGY Units sold in the IPO (whether they were purchased in the IPO as part of the TLGY Unit or thereafter in the open market), each of which will become a StablecoinX Warrant following the SPAC Merger.

“Public Warrant Holders” means the holders of the Public Warrants.

“Record Date” means [•], 2025.

“Redemption” means the redemption of TLGY’s Public Shares properly tendered for redemption in connection with the Business Combination pursuant to the TLGY Organizational Documents.

“Redemption Price” means an amount equal to the price at which each TLGY Class A Ordinary Share may be redeemed pursuant to the Redemption, which price will be the per-share price, equal to a pro rata portion of the aggregate amount on deposit in the Trust Account (as equitably adjusted for stock splits, subdivision, stock dividends, combinations, recapitalizations and the like after the Closing) as of two business days prior to the completion of the Business Combination, calculated in accordance with the terms of the TLGY Organizational Documents, payable upon the Redemption of Public Shares.

“Related Agreements” means the Collaboration Agreement, the Contribution Agreement, the PIPE Subscription Agreements, the Token Purchase Agreements, the Sponsor Support Agreement, the Seller Support Agreement, the Amended and Restated Registration Rights Agreement, and the Lock-Up Agreements.

“Retained Shares” means the (a) shares of StablecoinX Class A Common Stock in an amount equal to 3% of the total number of outstanding shares of StablecoinX Class A Common Stock following the Company Merger, in the aggregate, and (ii) an equal number of shares of StablecoinX Class B Common Stock, in each case, to be issued to the Founder Shareholders and holders of Private Placement Warrants in connection with the Sponsors Securities Exchange.

“Sarbanes-Oxley Act” means the Sarbanes-Oxley Act of 2002.

“SC Assets” means StablecoinX Assets Inc., a Delaware corporation, prior to the Closing.

“SC Assets Board” means the board of managers of SC Assets.

“SC Assets Common Stock” means collectively, the SC Assets Class A Common Stock and the SC Assets Class B Common Stock.

“SC Assets Class A Common Stock” means Class A units, par value $0.0001 per shares, of SC Assets.

“SC Assets Class B Common Stock” means Class B units, par value $0.0001 per shares, of SC Assets.

“SC Assets Lock-Up Holders” means the Sellers.

“Scalar” means Scalar LLC.

“SEC” means the U.S. Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended.

“Securities Transfer Agreement” means the agreement, by and among TLGY, the Former Sponsor, TLGY Sponsors LLC, the Current Sponsors and the other parties thereto, pursuant to which (as it may be further amended, modified, supplemented or otherwise modified from time to time in accordance with its terms) the Current Sponsors purchased an aggregate of (i) 3,542,305 Founder Shares from the Former Sponsor, certain investors who held the Founder Shares, and three previous independent directors of TLGY, and (ii) 3,940,825 Private Placement Warrants from the Former Sponsor, for total consideration of $1.00. The transactions contemplated by the Securities Transfer Agreement are referred to as the “Securities Transfer Transaction.”

“Sellers” means the current holders of shares of SC Assets Class B Common Stock.

“Shareholder Proposals” means, collectively, (a) the Business Combination Proposal, (b) the SPAC Merger Proposal, and (c) the Adjournment Proposal, if presented.

“Signing Date” means July 21, 2025, the date of the Business Combination Agreement.

“SPAC Merger” means the merger in which SPAC Merger Sub will merge with and into TLGY, with TLGY continuing as the surviving company.

“SPAC Merger Sub” means StablecoinX SPAC Merger Sub LLC, a Delaware limited liability company and a wholly-owned subsidiary of StablecoinX.

“SPAC Merger Proposal” means the proposal to be considered at the extraordinary general meeting to approve the SPAC Merger.

“Sponsors” means, collectively, the Former Sponsor and the Current Sponsors.

“Sponsor Support Agreement” means the amended and restated sponsor support agreement, dated September 5, 2025, by and among TLGY, SC Assets, StablecoinX and the other parties thereto, as it may be amended and supplemented from time to time. A copy of the Sponsor Support Agreement is attached to this proxy statement/prospectus as Annex I.

“Sponsors Securities Exchange” means the surrender and transfer to StablecoinX for cancellation of the Founder Shares and the Private Placement Warrants, immediately following the SPAC Merger, in exchange for the Retained Shares, in accordance with the terms of the Sponsor Support Agreement.

“StablecoinX” means StablecoinX, Inc.

“StablecoinX Board” means the board of directors of StablecoinX subsequent to the Closing.

“StablecoinX Class A Common Stock” means the Class A common stock of StablecoinX, par value $0.0001 per share.

“StablecoinX Class B Common Stock” means the Class B common stock of StablecoinX, par value $0.0001 per share.

“StablecoinX Common Stock” means, collectively, the StablecoinX Class A Common Stock and the StablecoinX Class B Common Stock.

“StablecoinX Organizational Documents” means the StablecoinX Certificate of Incorporation and the StablecoinX Bylaws.

“StablecoinX Warrant” means a warrant to acquire one (1) share of StablecoinX Class A Common Stock deemed issued upon conversion of a TLGY Warrant.

“TLGY” means TLGY Acquisition Corporation.

“TLGY Board” means the board of directors of TLGY.

“TLGY Class A Ordinary Shares” means the Class A ordinary shares of TLGY, par value $0.0001 per share.

“TLGY Class B Ordinary Shares” means the Class B ordinary shares of TLGY, par value $0.0001 per share.

“TLGY Insiders” means, collectively the Former Sponsor, the Current Sponsors, the other Founder Shareholders and the other parties to the Sponsor Support Agreement.

“TLGY Ordinary Shares” means, collectively, the TLGY Class A Ordinary Shares and the TLGY Class B Ordinary Shares.

“TLGY Organizational Documents” means TLGY’s Amended and Restated Memorandum and Articles of Association adopted by special resolution passed on October 14, 2021 and effective on November 30, 2021, as amended from time to time.

“TLGY Sponsors LLC” means TLGY Holdings LLC.

“TLGY Units” means the units sold in the IPO (including pursuant to the overallotment option), each consisting of one TLGY Class A Ordinary Share and one-half of one Public Warrant.

“TLGY Warrant” means a redeemable warrant exercisable for one (1) TLGY Class A Ordinary Share, which includes the Private Placement Warrants and the Public Warrants. Each of the TLGY Warrants will become a StablecoinX Warrant following the SPAC Merger.

“Token Purchase Date” means the date of the applicable Token Purchase Agreement.

“Token Purchase Agreements” means the Initial Token Purchase Agreement and the Additional Token Purchase Agreement.

“trading day” means a day on which shares of StablecoinX Class A Common Stock are actually traded on the principal securities exchange or securities market on which shares of StablecoinX Class A Common Stock are then traded.

“Transactions” means, collectively, the Business Combination and the other transactions contemplated by the Transaction Documents.

“Transaction Documents” means each of the agreements and instruments contemplated by the Business Combination Agreement or otherwise related to the transactions contemplated by the Business Combination Agreement and such other agreements or instruments contemplated by the Business Combination Agreement, in each case, that was executed and delivered on the date of the Business Combination Agreement or will be executed and delivered on or prior to the date of Closing by a holder of shares of SC Assets, SC Assets, StablecoinX, TLGY, the Sponsors and/or any of their respective affiliates, including the Related Agreements.

“Treasury Regulations” means the final, temporary and proposed regulations under the Code, as promulgated by the U.S. Department of Treasury from time to time.

“Trust Account” means the trust account of TLGY, which holds the remaining net proceeds from the IPO and the sale of the Private Placement Warrants, together with interest earned thereon, less amounts released to pay taxes.

“Trust Agreement” means the Investment Management Trust Agreement, dated as of November 30, 2021, by and between TLGY and Continental (as it may be further amended, modified, supplemented or otherwise modified from time to time in accordance with its terms).

“Warrant Agreement” means the Warrant Agreement, dated as of November 30, 2021, between TLGY and Continental, which governs the outstanding TLGY Warrants (as it may be further amended, modified, supplemented or otherwise modified from time to time in accordance with its terms). The Warrant Agreement will be assigned to and assumed by StablecoinX in connection with the Closing.

MARKET AND INDUSTRY DATA

TLGY and SC Assets are responsible for the disclosure contained in this proxy statement/prospectus. Information contained in this proxy statement/prospectus concerning the market and the industry in which SC Assets competes, including its market position, general expectations of market opportunity, size and growth rates, is based on information from various third-party sources, on assumptions made by SC Assets based on such sources and SC Assets’ knowledge of the markets for its services and solutions. This information and any estimates provided herein involve numerous assumptions and limitations, and you are cautioned not to give undue weight to such information. Third-party sources generally state that the information contained in such source has been obtained from sources believed to be reliable but that there can be no assurance as to the accuracy or completeness of such information. Neither TLGY nor SC Assets have independently verified this third-party information. The industry in which SC Assets operates is subject to a high degree of uncertainty and risk. As a result, the estimates and market and industry information provided in this proxy statement/prospectus are subject to change based on various factors, including those described in the sections of this proxy statement/prospectus entitled “Cautionary Note Regarding Forward-Looking Statements,” “Risk Factors — Risks Related to the Business Combination and TLGY” and “Risk Factors — Risks Related to StablecoinX and SC Assets’ Business and Industry” and elsewhere in this proxy statement/prospectus.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus contains forward-looking statements. These forward-looking statements include, without limitation, statements relating to expectations for future financial performance, business strategies or expectations for TLGY’s, SC Assets’ and StablecoinX’s respective businesses, and the timing for and ability of TLGY and SC Assets to complete the Business Combination. These statements are based on the beliefs and assumptions of the management of TLGY and SC Assets. Although TLGY and SC Assets believe that their respective plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, neither TLGY nor SC Assets can assure you that either will achieve or realize these plans, intentions or expectations. These statements constitute projections, forecasts and forward-looking statements, and are not guarantees of performance. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. When used in this proxy statement/prospectus, words such as “anticipate”, “believe”, “can”, “continue”, “could”, “estimate”, “expect”, “forecast”, “intend”, “may”, “might”, “plan”, “possible”, “potential”, “predict”, “project”, “seek”, “should”, “strive”, “target”, “will”, “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.

Forward-looking statements in this proxy statement/prospectus and in any document incorporated by reference in this proxy statement/prospectus may include, for example, statements about TLGY and SC Assets prior to the Business Combination and StablecoinX and SC Assets following the Business Combination, including:

•        the ability to realize the benefits expected from the Business Combination;

•        the ability to consummate the Business Combination;

•        the ability to obtain and/or maintain the listing of the StablecoinX Class A Common Stock and the Public Warrants on Nasdaq following the Business Combination;

•        the ability to raise financing in the future and to comply with restrictive covenants related to long-term indebtedness;

•        the future financial performance of StablecoinX and SC Assets following the Business Combination;

•        StablecoinX’s and SC Assets’ ability to retain or recruit, or to effect changes required in, their respective officers, key employees or directors following the Business Combination;

•        StablecoinX’s and SC Assets’ ability to comply with laws and regulations applicable to its business; and

•        expansion plans and opportunities.

These forward-looking statements are based on information available as of the date of this proxy statement/prospectus and TLGY’s and SC Assets’ management teams’ current expectations, forecasts and assumptions, and involve a number of judgments, known and unknown risks and uncertainties and other factors, many of which are outside the control of TLGY, SC Assets and their respective directors, officers and affiliates. Accordingly, forward-looking statements should not be relied upon as representing TLGY’s or SC Assets’ management teams’ views as of any subsequent date. Neither TLGY nor SC Assets undertake any obligation to update, add or to otherwise correct any forward-looking statements contained herein to reflect events or circumstances after the date they were made, whether as a result of new information, future events, inaccuracies that become apparent after the date hereof or otherwise, except as may be required under applicable securities laws.

You should not place undue reliance on these forward-looking statements. Should one or more of a number of known and unknown risks and uncertainties materialize, or should any of our assumptions prove incorrect, our actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include, but are not limited to:

•        the fact that SC Assets and StablecoinX have no history in commercial operations which limits the accuracy of any forward-looking forecasts, prospects or business outlook or plans;

•        the fact that SC Assets and StablecoinX may not be able to generate positive cash flow from its expected future business operations;

•        there may be time delays, unforeseen expenses, increased capital costs, and other complications;

•        operating in a highly competitive industry;

•        general economic uncertainty;

•        the volatility of the market price of ENA;

•        any failure by management to manage growth properly that could negatively impact SC Assets’ and StablecoinX’s business;

•        failure to retain or recruit required officers, key personnel or directors;

•        inability to access debt capital when otherwise necessary or advisable;

•        impacts of force majeure events;

•        that SC Assets has generated negative operating cash flows and may experience negative cash flow from operations in the future;

•        failure to comply with applicable anti-corruption, anti-bribery, anti-money laundering and similar laws and regulations;

•        the impact of and changes in governmental regulations or the enforcement thereof, tax laws and rates, accounting guidance and similar matters in regions in which SC Assets operates or will operate in the future;

•        international, national or local economic, social or political conditions that could adversely affect SC Assets, StablecoinX and their business;

•        the effectiveness of SC Assets’ and StablecoinX’s internal controls and its corporate policies and procedures;

•        any infringement of the intellectual property rights of third parties;

•        failure to adequately protect intellectual property rights;

•        issue with information technology systems, including cyber threats, disruption, damage and failure; and

•        use of resources and management attention related to the requirements of being a public company in the United States.

QUESTIONS AND ANSWERS FOR SHAREHOLDERS OF TLGY

The questions and answers below highlight only selected information from this document and only briefly address some commonly asked questions about the proposals to be presented at the extraordinary general meeting, including with respect to the Business Combination. The following questions and answers do not include all the information that is important to TLGY’s shareholders. TLGY urges shareholders to read this proxy statement/prospectus, including the Annexes and the other documents referred to herein, carefully and in their entirety to fully understand the Business Combination and the voting procedures for the extraordinary general meeting, which will be held at [•] a.m., Eastern Time, on [•], at the offices of Perkins Coie LLP located at 1155 Avenue of the Americas, New York, New York 10036, and virtually via live webcast. To participate in the extraordinary general meeting online, visit and enter the 12 digit control number included on your proxy card. If you hold your shares through a bank, broker or other nominee, you will need to take additional steps to participate in the extraordinary general meeting, as described in this proxy statement/prospectus.

Q.     Why am I receiving this proxy statement/prospectus?

A.     TLGY shareholders are being asked to consider and vote upon, among other proposals, the Business Combination Proposal, which is a proposal to approve and adopt the Business Combination Agreement and approve the Business Combination. Pursuant to the terms of the Business Combination Agreement, pursuant to which, among other things, TLGY and SC Assets will become wholly-owned subsidiaries of StablecoinX, and StablecoinX will become a publicly traded company, as more fully described elsewhere in this proxy statement/prospectus. See the section of this proxy statement/prospectus entitled “The Business Combination Proposal” for more detail.

A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A, which is incorporated by reference into this proxy statement/prospectus, and you are encouraged to read it in its entirety.

In connection with the completion of the Business Combination, TLGY will provide its Public Shareholders the opportunity to redeem their Public Shares in accordance with the TLGY Organizational Documents. In addition, prior to the SPAC Merger, each TLGY Unit will be separated into its component parts and, pursuant to the TLGY Organizational Documents, each TLGY Class B Ordinary Share will convert automatically, on a one-for-one basis, into a TLGY Class A Ordinary Share. Immediately thereafter and in connection with the SPAC Merger, (i) each issued and outstanding TLGY Class A Ordinary Share will convert automatically, on a one-for-one basis, into one share of StablecoinX Class A Common Stock; and (ii) each issued and outstanding TLGY Warrant will automatically become a StablecoinX Warrant in accordance with its terms. See the section of this proxy statement/prospectus entitled “The SPAC Merger Proposal” for additional information.

THE VOTE OF PUBLIC SHAREHOLDERS IS IMPORTANT. PUBLIC SHAREHOLDERS ARE ENCOURAGED TO VOTE AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS PROXY STATEMENT/PROSPECTUS, INCLUDING THE ANNEXES AND THE ACCOMPANYING FINANCIAL STATEMENTS OF TLGY AND SC ASSETS, CAREFULLY AND IN ITS ENTIRETY.

Q.     What proposals are shareholders of TLGY being asked to vote upon?

A.     At the extraordinary general meeting, TLGY is asking holders of TLGY Ordinary Shares to consider and vote upon:

•        The Business Combination Proposal;

•        The SPAC Merger Proposal; and

•        The Adjournment Proposal, if presented.

If TLGY’s shareholders do not approve each of the Condition Precedent Proposals, then unless certain conditions in the Business Combination Agreement are waived by the applicable parties to the Business Combination Agreement, the Business Combination Agreement could be terminated and the Business Combination may not be consummated. See the sections of this proxy statement/prospectus entitled “The Business Combination Proposal” and “The SPAC Merger Proposal”.

TLGY will hold the extraordinary general meeting to consider and vote upon these proposals. This proxy statement/prospectus contains important information about the Business Combination and the other matters to be acted upon at the extraordinary general meeting. Shareholders of TLGY should read it carefully.

The TLGY Insiders, including the Sponsors, have agreed to vote all the Founder Shares and any Public Shares they may hold in favor of all the proposals being presented at the extraordinary general meeting. As of the Record Date, the TLGY Insiders owned approximately 91.67% of the issued and outstanding TLGY Ordinary Shares, which is sufficient to approve all the proposals at the extraordinary general meeting. See the question and answer below entitled “How do the TLGY Insiders intend to vote their TLGY Ordinary Shares?” for additional information. After careful consideration, the TLGY Board has determined that each of (a) the Business Combination Proposal, (b) the SPAC Merger Proposal, and (c) and the Adjournment Proposal, if presented, are in the best interests of TLGY and its shareholders and unanimously recommends that you vote or give instruction to vote “FOR” each of those proposals.

The existence of financial and personal interests of one or more of TLGY’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of TLGY and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the proposals. In addition, TLGY’s officers and the Sponsors have interests in the Business Combination that may conflict with your interests as a shareholder. See the section of this proxy statement/prospectus entitled “The Business Combination Proposal — Interests of Certain TLGY Persons in the Business Combination” for a further discussion of these considerations.

Q.     Are the proposals conditioned on one another?

A.     Each of the Business Combination Proposal and the SPAC Merger Proposal are Condition Precedent Proposals and the Business Combination is conditioned on the approval of each of the Condition Precedent Proposals at the extraordinary general meeting. Each of the Condition Precedent Proposals is cross-conditioned on the approval of the other Condition Precedent Proposal. The Adjournment Proposal is not conditioned upon the approval of any other proposal.

As noted above, if TLGY’s shareholders do not approve each of the Condition Precedent Proposals, then unless certain conditions in the Business Combination Agreement are waived by the applicable parties to the Business Combination Agreement, the Business Combination Agreement could be terminated and the Business Combination may not be consummated. See the sections of this proxy statement/prospectus entitled “The Business Combination Proposal” and “The SPAC Merger Proposal”.

Q.     Why is TLGY proposing the Business Combination?

A.     TLGY was incorporated to effect a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination, with one or more businesses or entities.

SC Assets is a newly-formed validator and infrastructure business supporting the Ethena ecosystem. Based on TLGY’s due diligence investigations of the Ethena ecosystem and the digital asset industry more broadly, including, but not limited to, increased demand from traditional capital market participants to access the Ethena ecosystem and the increased demand for digital dollar alternatives, the TLGY Board believes that the Business Combination with SC Assets is in the best interests of TLGY and its shareholders. See “The Business Combination Proposal — The TLGY Board’s Reasons for the Approval of the Business Combination” of this proxy statement/prospectus for additional information.

Although the TLGY Board believes that the Business Combination with SC Assets presents a unique business combination opportunity and is in the best interests of TLGY and its shareholders, the TLGY Board did consider certain potentially material negative factors in arriving at that conclusion. These factors are discussed in greater detail in the section entitled “The Business Combination Proposal — The TLGY Board’s Reasons for

the Approval of the Business Combination”, of this proxy statement/prospectus as well as in the section of this proxy statement/prospectus entitled “Risk Factors — Risks Related to StablecoinX and SC Assets’ Business and Industry”.

Q.     What will TLGY shareholders receive in connection with the Business Combination?

A.     Pursuant to the Business Combination Agreement, prior to the SPAC Merger, (1) each TLGY Unit will be separated into its component parts, and (2) each TLGY Class B Ordinary Share issued and outstanding will be automatically converted into one TLGY Class A Ordinary Share. Immediately following such conversion, in connection with the SPAC Merger, (a) each TLGY Class A Ordinary Share issued and outstanding immediately prior to the SPAC Merger will automatically convert into one share of StablecoinX Class A Common Stock, and (b) each TLGY Warrant will automatically become a StablecoinX Warrant on substantially the same terms as the TLGY Warrants in accordance with its terms.

Immediately following the consummation of the SPAC Merger, the TLGY Insiders have agreed to exchange the Founder Shares and Private Placement Warrants held by them for the Retained Shares. Following the Closing, the only outstanding StablecoinX Warrants will be the publicly traded StablecoinX Warrants.

At the Closing, StablecoinX will have two classes of shares outstanding: (1) StablecoinX Class A Common Stock, which will have no voting rights other than applicable law and which will be listed for trading and will be freely transferable, subject to certain restrictions, and (2) StablecoinX Class B Common Stock, which will one vote per share and no economic rights. See the question and answers below entitled “What equity stakes will the Public Shareholders, the TLGY Insiders, the PIPE Investors, the Sellers and Ethena have in StablecoinX immediately after the consummation of the Business Combination?”, “What voting stake will current TLGY shareholders hold in StablecoinX immediately after the consummation of the Business Combination?” and “How will the Business Combination affect my TLGY Class A Ordinary Shares, TLGY Warrants and TLGY Units?” for additional information.

Q.     What will the Sellers receive in connection with the Business Combination?

A.     In connection with the Company Merger, (1) each then issued and outstanding share of SC Assets Class A Common Stock will be exchanged, on a one-for-one basis, for one share of StablecoinX Class A Common Stock, and (2) each then issued and outstanding share of SC Assets Class B Common Stock will be exchanged, on a one-for-one basis for (a) one share of StablecoinX Class A Common Stock and (b) one share of StablecoinX Class B Common Stock.

Q.     What equity stakes will the Public Shareholders, the TLGY Insiders, the PIPE Investors, the Sellers and Ethena have in StablecoinX immediately after the consummation of the Business Combination?

A.     The post-Closing share ownership of StablecoinX under (1) the No Redemptions Scenario, (2) the 50% Redemptions Scenario and (3) the Maximum Redemptions Scenario, excluding the dilutive effect of the Public Warrants, would be as follows:

____________

*        Percentages may not sum to 100.0% due to rounding.

(1)     Economic interests reflect the number of shares of StablecoinX Class A Common Stock to be held by each holder at Closing. Shares of StablecoinX Class B Common Stock will have no economic value. Share ownership presented under each redemptions scenario in the tables above are only presented for illustrative purposes. TLGY cannot predict how many Public Shareholders will exercise their right to have their Public Shares redeemed for cash. As a result, the redemption amount and the number of

Public Shares redeemed in connection with the Business Combination may differ from the amounts presented above. As such, the ownership percentages of current TLGY shareholders may also differ from the presentation above if the actual redemptions are different from these assumptions. See “Risk Factors — Risks Related to the Business Combination and TLGY — The ability of TLGY’s Public Shareholders to exercise redemption rights with respect to a large number of its Public Shares may not allow it to complete the Business Combination or optimize the capital structure of StablecoinX and may increase the probability that the Business Combination would be unsuccessful and that you will have to wait for liquidation in order to redeem your shares”.

(2)      This scenario assumes that no Public Shares are redeemed, which is a redemptions scenario that could occur.

(3)      Assumes that 50% of Public Shareholders, or those holding 244,943 Public Shares, will exercise their redemption rights for an aggregate payment of approximately $3.0 million (based on the estimated per-share redemption price of approximately $12.40 per share) from the Trust Account based on funds in the Trust Account as of June 30, 2025, which is a redemption scenario that could occur.

(4)      Assumes that all of Public Shareholders, or those holding 489,887 Public Shares, will exercise their redemption rights for an aggregate payment of approximately $6.1 million (based on the estimated per-share redemption price of approximately $12.40 per share) from the Trust Account based on funds in the Trust Account as of June 30, 2025, which is a redemption scenario that could occur.

(5)      Assumes that the fair market value of ENA Token at Closing is $0.7037 per token, the fair value of ENA Token ending September 4, 2025. The number of shares of StablecoinX Common Stock to be issued to the TLGY Insiders in accordance with the terms of the Sponsor Support Agreement will be 3% of the total outstanding StablecoinX Class A Common Stock outstanding at Closing. The number of shares of StablecoinX Common Stock to be issued to the PIPE Investors and Ethena in accordance with the terms of the PIPE Subscription Agreement and the Contribution Agreement, respectively, will vary based on the difference between the fair market value of ENA Token at the signing of the applicable agreement and the fair market value of ENA Token at the Closing. Neither TLGY nor SC Assets can predict what the fair market value of ENA Token will be at Closing. As a result, the number of shares StablecoinX Common Stock to be issued in connection with the Business Combination may differ from the amounts presented in the tables above. See the section entitled “Unaudited Pro Forma Condensed Combined Financial Information” and the question and answer below entitled “How will the number of shares of StablecoinX Common Stock to be issued to the TLGY Insiders, PIPE Investors and Ethena in connection with the Business Combination be impacted by changes in the price of ENA Tokens?” and the section entitled “The Business Combination Proposal — Related Agreements” for additional information. See also the risk factors entitled “Risks Relating to the Business Combination and TLGY — StablecoinX may issue additional shares of StablecoinX Class A Common Stock or other equity securities without your approval, which would dilute your ownership interests and may depress the market price of your shares” and “Risks Relating to the Business Combination and TLGY — TLGY’s shareholders who do not redeem their Public Shares will have a reduced economic ownership and no voting interest after the Business Combination and will exercise less influence over management” for additional information.

(6)      The number of shares of StablecoinX Class A Common Stock does not include any shares of StablecoinX Class A Common Stock to be issued to Young Cho or Edward Chen as TLGY Insiders.

(7)      The number of shares of StablecoinX Class A Common Stock does not include the 9,749,516 shares of StablecoinX Class A Common Stock to be issued to Ethena OpCo as one of the Additional PIPE Investors.

The following table illustrates the potential dilutive effect of the Public Warrants (in all scenarios) assuming all Public Warrants are exercised:

____________

*        Percentages may not sum to 100.0% due to rounding.

(1)     Economic interests reflect the number of shares of StablecoinX Class A Common Stock to be held by each holder at Closing. Shares of StablecoinX Class B Common Stock will have no economic value. Share ownership presented under each redemptions scenario in the tables above are only presented for illustrative purposes. TLGY cannot predict how many Public Shareholders will exercise their right to have their Public Shares redeemed for cash. As a result, the redemption amount and the number of Public Shares redeemed in connection with the Business Combination may differ from the amounts presented above. As such, the ownership percentages of current TLGY shareholders may also differ from the presentation above if the actual redemptions are different from these assumptions. See “Risk Factors — Risks Related to the Business Combination

and TLGY — The ability of TLGY’s Public Shareholders to exercise redemption rights with respect to a large number of its Public Shares may not allow it to complete the Business Combination or optimize the capital structure of StablecoinX and may increase the probability that the Business Combination would be unsuccessful and that you will have to wait for liquidation in order to redeem your shares”.

(2)      This scenario assumes that no Public Shares are redeemed, which is a redemptions scenario that could occur.

(3)      Assumes that 50% of Public Shareholders, or those holding 244,943 Public Shares, will exercise their redemption rights for an aggregate payment of approximately $3.0 million (based on the estimated per-share redemption price of approximately $12.40 per share) from the Trust Account based on funds in the Trust Account as of June 30, 2025, which is a redemption scenario that could occur.

(4)      Assumes that all of Public Shareholders, or those holding 489,887 Public Shares, will exercise their redemption rights for an aggregate payment of approximately $6.1 million (based on the estimated per-share redemption price of approximately $12.40 per share) from the Trust Account based on funds in the Trust Account as of June 30, 2025, which is a redemption scenario that could occur.

(5)      Assumes that the fair market value of ENA Token at Closing is $0.7037 per token, the fair value of ENA Token ending September 4, 2025. The number of shares of StablecoinX Common Stock to be issued to the TLGY Insiders in accordance with the terms of the Sponsor Support Agreement will be 3% of the total outstanding StablecoinX Class A Common Stock outstanding at Closing. The number of shares of StablecoinX Common Stock to be issued to the PIPE Investors and Ethena in accordance with the terms of the PIPE Subscription Agreement and the Contribution Agreement, respectively, will vary based on the difference between the fair market value of ENA Token at the signing of the applicable agreement and the fair market value of ENA Token at the Closing. Neither TLGY nor SC Assets can predict what the fair market value of ENA Token will be at Closing. As a result, the number of shares StablecoinX Common Stock to be issued in connection with the Business Combination may differ from the amounts presented in the tables above. See the section entitled “Unaudited Pro Forma Condensed Combined Financial Information” and the question and answer below entitled “How will the number of shares of StablecoinX Common Stock to be issued to the TLGY Insiders, PIPE Investors and Ethena in connection with the Business Combination be impacted by changes in the price of ENA Tokens?” and the section entitled “The Business Combination Proposal — Related Agreements” for additional information. See also the risk factors entitled “Risks Relating to the Business Combination and TLGY — StablecoinX may issue additional shares of StablecoinX Class A Common Stock or other equity securities without your approval, which would dilute your ownership interests and may depress the market price of your shares” and “Risks Relating to the Business Combination and TLGY — TLGY’s shareholders who do not redeem their Public Shares will have a reduced economic ownership and no voting interest after the Business Combination and will exercise less influence over management” for additional information.

(6)      The number of shares of StablecoinX Class A Common Stock does not include any shares of StablecoinX Class A Common Stock to be issued to Young Cho or Edward Chen as TLGY Insiders.

(7)      The number of shares of StablecoinX Class A Common Stock does not include the 9,749,516 shares of StablecoinX Class A Common Stock to be issued to Ethena OpCo as one of the Additional PIPE Investors.

Q.     What voting stake will current TLGY shareholders hold in StablecoinX immediately after the consummation of the Business Combination?

A.     StablecoinX will have two classes of shares outstanding at the Closing, shares of StablecoinX Class A Common Stock, which will have no voting rights other than as required by applicable law, and shares of StablecoinX Class B Common Stock, which will have one vote per share. Holders of StablecoinX Class A Common Stock will be entitled to receive distributions in proportion to the number of shares of StablecoinX Class A Common Stock held by them, to the extent there are any, whereas holders of StablecoinX Class B Common Stock will have no economic rights. In addition, the shares of StablecoinX Class A Common Stock will be listed for trading and will be freely transferable, subject to the terms of the Lock-Up Agreements (as defined herein) and any restrictions pursuant to applicable laws, while the shares of StablecoinX Class B Common Stock will not be listed or freely transferable.

Immediately following the completion of the Business Combination, (1) all shares of StablecoinX Class A Common Stock will be held by (a) the Public Shareholders, (b) the TLGY Insiders, (c) the Sellers, (d) the PIPE Investors and (e) Ethena and (2) all shares of StablecoinX Class B Common Stock will be held only by (a) Ethena, (b) the TLGY Insiders, and (c) the Sellers. Assuming the fair market value of ENA Token at Closing of $0.7037 per token, the fair value of ENA Token ending September 4, 2025, it is expected that, in each of the No Redemption Scenario, 50% Redemption Scenario and Maximum Redemption Scenario, (1) Ethena will own approximately 14,036,039 shares of StablecoinX Class B Common Stock, representing approximately 69.5% of the voting power, (2) the TLGY Insiders will own an aggregate of approximately 5,444,900 shares of StablecoinX Class B Common Stock, representing approximately 27.0% of the voting power, and (3) the Sellers will own an aggregate of 700,000 shares of StablecoinX Class B Common Stock, representing approximately 3.5% of the voting power, in each case, of the capital stock of StablecoinX. Public Shareholders and the PIPE

Investors will have no voting power in StablecoinX following the Closing. See the question and answer below entitled “How will the number of shares of StablecoinX Common Stock to be issued to the TLGY Insiders, PIPE Investors and Ethena in connection with the Business Combination be impacted by changes in the price of ENA Tokens?” and the section entitled “The Business Combination Proposal — Related Agreements” for additional information.

Q.     How will the number of shares of StablecoinX Common Stock to be issued to the TLGY Insiders, PIPE Investors and Ethena in connection with the Business Combination be impacted by changes in the price of ENA Tokens through the Closing?

A.     The number of shares of StablecoinX Common Stock to be issued to the TLGY Insiders in accordance with the terms of the Sponsor Support Agreement will be 3% of the total outstanding StablecoinX Class A Common Stock outstanding at Closing. The number of shares of StablecoinX Common Stock to be issued to the PIPE Investors and Ethena in accordance with the terms of the PIPE Subscription Agreement and the Contribution Agreement, respectively, will vary based on the difference between the fair market value of ENA Token at the signing of the applicable agreement and the fair market value of ENA Token at the Closing. A 10% increase or decrease in the fair market value of ENA Token at Closing will have no material impact on the relative holdings of each of the holders of StablecoinX Common Stock at Closing. Neither TLGY nor SC Assets can predict what the fair market value of ENA Token will be at Closing. As a result, the number of shares StablecoinX Common Stock to be issued in connection with the Business Combination may differ from the amounts presented in this proxy statement/prospectus. See the section entitled “The Business Combination Proposal — Related Agreements” and the risk factors entitled “Risks Relating to the Business Combination and TLGY — StablecoinX may issue additional shares of StablecoinX Class A Common Stock or other equity securities without your approval, which would dilute your ownership interests and may depress the market price of your shares” and “Risks Relating to the Business Combination and TLGY — TLGY’s shareholders who do not redeem their Public Shares will have a reduced economic ownership and no voting interest after the Business Combination and will exercise less influence over management” for additional information.

Q.     How has the announcement of the Business Combination affected the trading price of the TLGY Class A Ordinary Shares?

A.     On July 18, 2025, the last trading date prior to the public announcement of the Business Combination, TLGY Units, TLGY Class A Ordinary Shares and Public Warrants closed at $14.99, $14.90 and $0.42, respectively. As of September 26, 2025, the last practicable trading day immediately prior to the filing date of this proxy statement/prospectus, the closing price for each TLGY Unit, TLGY Class A Ordinary Share and Public Warrant was $16.50, $13.00 and $1.20 respectively.

Q.     Will TLGY obtain new financing in connection with the Business Combination?

A.     In connection with the Business Combination, TLGY, StablecoinX and SC Assets have entered into PIPE Subscription Agreements with the PIPE Investors, pursuant to which the PIPE Investors have agreed, subject to the terms and conditions of their respective PIPE Subscription Agreements, to purchase an aggregate of approximately $893 million of PIPE Shares from SC Assets prior to the Company Merger, of which approximately $349 million will be paid in ENA Token (including the $60 million ENA Contribution) prior to the Company Merger, and approximately $544 million was paid in Cash on or prior to the date of the applicable PIPE Subscription Agreement, in each case, in accordance with the terms of the PIPE Subscription Agreements. TLGY is not currently contemplating obtaining new financing in connection with the Business Combination, however, this may change prior to the Closing. Any such additional agreements will be publicly disclosed in a timely manner through a press release or a Current Report on Form 8-K. For additional information, see the section of this proxy statement/prospectus entitled “The Business Combination Proposal — Related Agreements — PIPE Subscription Agreements”.

Q.     How will the Business Combination affect my TLGY Class A Ordinary Shares, TLGY Warrants and TLGY Units?

A.     Immediately prior to the SPAC Merger, (1) each TLGY Unit will be separated into its component parts, and (2) pursuant to the TLGY Organizational Documents and the Sponsor Support Agreement, each TLGY Class B Ordinary Share issued and outstanding will be automatically converted into one TLGY Class A Ordinary Share.

Immediately following such conversion, in connection with the SPAC Merger, (a) each TLGY Class A Ordinary Share issued and outstanding immediately prior to the SPAC Merger will automatically convert, on a one-for-one basis, into a share of StablecoinX Class A Common Stock, and (b) each TLGY Warrant will be automatically converted into a StablecoinX Warrant on substantially the same terms as the TLGY Warrants.

The shares of StablecoinX Class A Common Stock will have no voting rights other than as required by applicable law. Holders of StablecoinX Class A Common Stock will be entitled to receive distributions in proportion to the number of shares of StablecoinX Class A Common Stock held by them, to the extent there are any. In addition, the shares of StablecoinX Class A Common Stock will be listed for trading and will be freely transferable, subject to the terms of the Lock-Up Agreements and any restrictions pursuant to applicable laws. See the question and answers above entitled “What equity stakes will the Public Shareholders, the TLGY Insiders, the PIPE Investors, the Sellers and Ethena have in StablecoinX immediately after the consummation of the Business Combination?” and “What voting stake will current TLGY shareholders hold in StablecoinX immediately after the consummation of the Business Combination?” for additional information.

Q.     What are the material U.S. federal income tax consequences to TLGY shareholders as a result of the Business Combination?

A.     TLGY, holders of TLGY Class A Ordinary Shares and Public Warrants will not be subject to any material U.S. federal income tax consequences solely as a result of the Mergers. TLGY and SC Assets intend for the Mergers to qualify as a “reorganization” within the meaning of Section 368(a) of the Code. In connection with the filing of the registration statement of which this proxy statement/prospectus is a part, Perkins Coie LLP intends to deliver an opinion to the effect that, on the basis of facts, representations and assumptions set forth or referred to in such opinion, the Mergers should qualify as a “reorganization” within the meaning of Section 368(a) of the Code. The obligations of each of TLGY and SC Assets to complete the Mergers, however, are not conditioned on the receipt of any such opinion. If the Mergers qualify as a reorganization, then SC Assets and the Sellers generally are not expected to recognize taxable gain or loss as a result of the receipt of StablecoinX securities in exchange for SC Assets securities pursuant to the Mergers. If the Mergers do not qualify as a “reorganization” within the meaning of Section 368(a) of the Code, the Sellers generally are expected to recognize taxable gain or loss with respect to such exchange. For a more complete discussion of the U.S. federal income tax considerations of the Mergers, see “Material U.S. Federal Income Tax Considerations”.

Q.     Do I have redemption rights?

A.     If you are a Public Shareholder, you have the right to request that we redeem all or a portion of your Public Shares for cash provided that you follow the procedures and deadlines described elsewhere in this proxy statement/prospectus. Public Shareholders may elect to redeem all or a portion of the Public Shares held by them regardless of if or how they vote in respect of the Business Combination Proposal and regardless of whether they hold Public Shares on the Record Date. If you wish to exercise your redemption rights, please see the answer to the next question: “How do I exercise my redemption rights?”.

Notwithstanding the foregoing, a Public Shareholder, together with any affiliate of such Public Shareholder or any other Person with whom such Public Shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its Public Shares with respect to more than an aggregate of 15% of the Public Shares. Accordingly, if a Public Shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the Public Shares, then any such shares in excess of that 15% limit would not be redeemed for cash.

The TLGY Insiders have agreed to waive their redemption rights with respect to all of the Founder Shares in connection with the consummation of the Business Combination. The Founder Shares will be excluded from the pro rata calculation used to determine the Redemption Price.

Q.     How do I exercise my redemption rights?

A.     If you are a Public Shareholder and wish to exercise your right to redeem the Public Shares, you must:

(a)     (i) hold Public Shares or (ii) hold Public Shares through TLGY Units and elect to separate your TLGY Units into the underlying Public Shares and Public Warrants prior to exercising your redemption rights with respect to the Public Shares;

(b)    submit a written request to Continental, in which you (i) request to exercise your redemption rights with respect to all or a portion of your Public Shares for cash, and (ii) identify yourself as the beneficial holder of the Public Shares and provide your legal name, phone number and address; and

(c)     deliver your share certificates for Public Shares (if any) along with the redemption forms to Continental, physically or electronically through DTC.

Public Shareholders must complete the procedures for electing to redeem their Public Shares in the manner described above prior to [•], Eastern Time, on [•] (two business days before the initial scheduled date of the extraordinary general meeting) in order for their Public Shares to be redeemed.

Holders of TLGY Units must elect to separate the TLGY Units into the underlying Public Shares and Public Warrants prior to exercising their redemption rights with respect to the Public Shares. If Public Shareholders hold their TLGY Units in an account at a brokerage firm or bank, such Public Shareholders must notify their broker or bank that they elect to separate the TLGY Units into the underlying Public Shares and Public Warrants, or if a holder holds TLGY Units registered in its own name, the holder must contact Continental directly and instruct it to do so. The redemption rights include the requirement that a holder must identify itself to TLGY in order to validly exercise its redemption rights. The address of Continental is listed under the question “Who can help answer my questions?” of this proxy statement/prospectus.

Public Shareholders will be entitled to request that their Public Shares be redeemed for the Redemption Price. For illustrative purposes, as of the Record Date, this would have amounted to approximately $[•] per issued and outstanding Public Share. However, the proceeds deposited in the Trust Account could become subject to the claims of TLGY’s creditors, if any, which could have priority over the claims of the Public Shareholders. Therefore, the per share distribution from the Trust Account in such a situation may be less than originally expected due to such claims. Whether you vote, and if you do vote, how you vote, on any proposal, including the Business Combination Proposal, will have no impact on the amount you will receive upon exercise of your redemption rights. It is expected that the funds to be distributed to Public Shareholders electing to redeem their Public Shares will be distributed promptly after the consummation of the Business Combination.

Any request for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with TLGY’s consent. Furthermore, if a holder of a Public Share delivers its share certificates (if any) along with the redemption forms in connection with an election of its redemption and subsequently decides prior to the applicable date not to elect to exercise such rights, it may simply request that TLGY permit the withdrawal of the request for redemption and instruct Continental, to return the share certificates (physically or electronically). The holder can make such request by contacting Continental, at the address or email address listed in this proxy statement/prospectus.

Any corrected or changed written exercise of redemption rights must be received by Continental at least two business days prior to the initial scheduled date of the extraordinary general meeting. No request for redemption will be honored unless the holder’s certificates for Public Shares (if any) along with the redemption forms have been delivered (either physically or electronically) to Continental, at least two business days prior to the initial scheduled date of the extraordinary general meeting.

If a Public Shareholder properly makes a request for redemption and the certificates for Public Shares (if any) along with the redemption forms are delivered as described above, then, if the Business Combination is consummated, TLGY will redeem the Public Shares for a pro rata portion of funds deposited in the Trust Account, calculated as of two business days prior to the consummation of the Business Combination. If the Business Combination is abandoned, the Public Shares will be returned to the respective holder, broker or bank.

If you are a Public Shareholder and you exercise your redemption rights, such exercise will not result in the loss of any Public Warrants that you may hold.

Q.     If I am a Public Warrant Holder, can I exercise redemption rights with respect to my Public Warrants?

A.     No. The Public Warrant Holders have no redemption rights with respect to such securities.

TLGY cannot assure the Public Warrant Holders that they will be able to sell their Public Warrants in the open market as there may not be sufficient liquidity in such securities when Public Warrant Holders wish to sell their Public Warrants. Further, while the level of redemptions of Public Shares will not directly change the value of the warrants because the warrants will remain outstanding regardless of the level of redemptions, as redemptions of Public Shares increase, a holder of Public Warrants following the Closing who exercises such warrants will ultimately own a greater interest in StablecoinX because there would be fewer shares outstanding overall.

Q.     What happens to the funds deposited in the Trust Account after consummation of the Business Combination?

A.     Following the closing of the IPO (including exercise in full of the over-allotment option by the underwriters of the IPO), an amount equal to $234,600,000 ($10.20 per TLGY Unit) of the net proceeds from the IPO and the sale of the Private Placement Warrants was placed in the Trust Account. As of the Record Date, funds in the Trust Account totaled $[•] and were comprised entirely of cash, U.S. government treasury obligations with a maturity of 185 days or less or of money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended (the “Investment Company Act”), which invest only in direct U.S. government treasury obligations. These funds will remain in the Trust Account, except for the withdrawal of interest to pay taxes, if any, until the earliest of (a) the completion of a business combination (including the Closing), (b) the redemption of all of the Public Shares if TLGY is unable to complete a business combination by the outside date under the TLGY Organizational Documents (which will be April 16, 2026 if and to the extent the period of time to consummate a business combination is extended to the fullest extent possible in accordance with the terms of the TLGY Organizational Documents, or if such date is extended in accordance with the terms of the TLGY Organizational Documents, such later date) and (c) the redemption of any Public Shares properly tendered in connection with a shareholder vote to amend the TLGY Organizational Documents (A) to modify the substance or timing of TLGY’s obligation to redeem 100% of the Public Shares in connection with its initial business combination or if it does not complete a business combination by the outside date under the TLGY Organizational Documents (which will be April 16, 2026 if and to the extent the period of time to consummate a business combination is extended to the fullest extent possible in accordance with the terms of the TLGY Organizational Documents, or if such date is extended in accordance with the terms of the TLGY Organizational Documents, such later date) or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity, subject to applicable law.

In connection with the Business Combination, the funds deposited in the Trust Account will be released to pay holders of Public Shares who properly exercise their redemption rights; to pay transaction fees and expenses associated with the Business Combination; and for working capital and general corporate purposes of StablecoinX following the Business Combination, to the extent any funds remain after payment of redemption rights. See the section of this proxy statement/prospectus entitled “Summary of the Proxy Statement/Prospectus — Sources and Uses for the Business Combination”.

Q.     Did the TLGY Board obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination?

A.     Yes. The TLGY Board received the Fairness Opinion from Scalar as to the fairness, from a financial point of view, to the TLGY shareholders (other than the Sponsors and their affiliates and the PIPE Investors (collectively the “Excluded Shareholders”)) of the consideration to be received in the Business Combination by such TLGY shareholders, which opinion was based on and subject to the assumptions made, procedures followed, matters considered and limitations and qualifications set forth in such opinion as more fully described under the subsection “The Business Combination — Opinion of the TLGY Financial Advisor” and Annex M attached hereto.

Q.     What happens if a substantial number of the Public Shareholders vote in favor of the Business Combination Proposal and exercise their redemption rights?

A.     Our Public Shareholders are not required to vote in respect of the Business Combination in order to exercise their redemption rights. In addition, the Business Combination is not subject to a minimum cash condition. Accordingly, the Business Combination may be consummated even though the funds available from the Trust Account and the number of Public Shares are reduced as a result of redemptions by Public Shareholders.

In the event of significant redemptions, with fewer Public Shares and Public Shareholders, StablecoinX may not be able to meet the listing standards for Nasdaq or another national securities exchange and even if it was able to meet such listing standards, the trading market for StablecoinX Class A Common Stock may not be liquid.

The table below presents the Trust Account value per share to a Public Shareholder that elects not to redeem its shares across a range of varying redemption scenarios.

____________

(1)      This scenario assumes that no Public Shares are redeemed, which is a redemptions scenario that could occur.

(2)      This scenario assumes that 244,943 Public Shares, or 50% of the Public Shares, are redeemed for an aggregate payment of approximately $3.0 million (based on the estimated per-share redemption price of approximately $12.40 per share) from the Trust Account based on funds in the Trust Account as of June 30, 2025, which is a redemptions scenario that could occur.

(3)      This scenario assumes that 489,887 Public Shares, or all of the Public Shares, are redeemed for an aggregate payment of approximately $6.1 million (based on the estimated per-share redemption price of approximately $12.40 per share) from the Trust Account based on funds in the Trust Account as of June 30, 2025, which is a redemptions scenario that could occur.

(4)      See the section entitled “Information about TLGY — IPO Underwriters’ Deferred Underwriting Fee Waiver” for additional information.

(5)      The underwriters in our IPO, of which Mizuho served as the representative, agreed to defer $8,650,000 in underwriting fees payable, which fees are payable upon the completion of our initial business combination. In May 2024, we entered into a waiver with Mizuho, pursuant to which Mizuho agreed to waive the Deferred Underwriting Fees and agreed to forfeit all of the 300,300 Founder Shares it received as compensation in connection with the IPO. We believe that Mizuho was acting as the representative of all of the underwriters on the IPO when it waived the Deferred Underwriting Fees.

Furthermore, to the extent that Public Shareholders redeem their Public Shares in connection with the Business Combination, their Public Warrants will remain issued and outstanding notwithstanding the redemption of their Public Shares. Following the SPAC Merger, all of the TLGY Warrants will become StablecoinX Warrants, and following the Sponsors Securities Exchange, the only StablecoinX Warrants outstanding will be Public Warrants.

For information on the relative economic ownership levels of holders of StablecoinX equity securities following the Business Combination under varying redemption scenarios and the fully diluted relative ownership levels of holders of StablecoinX equity securities following the Business Combination under varying redemption scenarios, see the question entitled “What equity stakes will the Public Shareholders, the TLGY Insiders, the PIPE Investors, the Sellers and Ethena have in StablecoinX immediately after the consummation of the Business Combination?” For information on the relative voting levels of the holders of StablecoinX equity securities following the Business Combination, see the question entitled “What voting stake will current TLGY shareholders hold in StablecoinX immediately after the consummation of the Business Combination?”

Q.     What conditions must be satisfied to complete the Business Combination?

A.     The Business Combination Agreement is subject to the satisfaction or waiver of certain customary closing conditions, including without limitation: (i) the adoption and/or approval, as applicable, by TLGY’s shareholders of the Condition Precedent Proposals, (ii) the consummation of the Business Combination not being prohibited by applicable law, (iii) the effectiveness of the registration statement of which this proxy statement/prospectus forms a part, (iv) the shares of StablecoinX Class A Common Stock having been approved for listing on Nasdaq, the New York Stock Exchange or another national stock exchange, subject to notice of issuance, and (v) the PIPE

having been fully funded in accordance with the PIPE Subscription Agreements. The obligations of the parties to consummate (or cause to be consummated) the Business Combination are also subject to, among other things, (i) Ethena having completed the ENA Contribution in accordance with the Contribution Agreement, (ii) the completion of the purchase of the Locked ENA Tokens from Ethena OpCo in accordance with the terms of the Token Purchase Agreements, (iii) the Collaboration Agreement being in full force and effect, and (iv) the Token Purchase Agreements being in full force and effect. We cannot assure you as to whether these conditions will be satisfied or waived. For more information about conditions to the consummation of the Business Combination, see the section of this proxy statement/prospectus entitled “The Business Combination Proposal — Business Combination Agreement”.

Q.     When do you expect the Business Combination to be completed?

A.     It is currently expected that the Business Combination will be consummated in the fourth quarter of 2025. This date depends, among other things, on the approval of the proposals to be put to TLGY shareholders at the extraordinary general meeting. However, such meeting could be adjourned if the Adjournment Proposal is adopted by TLGY’s shareholders at the extraordinary general meeting and TLGY elects to adjourn the extraordinary general meeting to a later date or dates, if necessary or convenient, (i) to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with the approval of one or more proposals at the extraordinary general meeting, (ii) if TLGY determines that one or more of the conditions to Closing is not or will not be satisfied or waived or (iii) to facilitate the Mergers or any other Transaction. For a description of the conditions for the completion of the Business Combination, see “The Business Combination Proposal — Business Combination Agreement” of this proxy statement/prospectus.

Q.     What happens if the Business Combination is not consummated?

A.     If TLGY is not able to complete the Business Combination by the outside date under the TLGY Organizational Documents (which will be April 16, 2026 if and to the extent the period of time to consummate a business combination is extended to the fullest extent possible in accordance with the terms of the TLGY Organizational Documents, or if such date is extended in accordance with the terms of the TLGY Organizational Documents, such later date) and is not able to complete another business combination by such date, in each case, as such date may be extended pursuant to the TLGY Organizational Documents, TLGY will, as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares for a pro rata portion of the funds held in the Trust Account, subject to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. In such event, the TLGY Warrants may be worthless.

Q.     Following the Business Combination, will StablecoinX’s securities trade on a stock exchange?

A.     Yes. TLGY intends to apply to list the StablecoinX Class A Common Stock and StablecoinX Warrants on Nasdaq under the proposed symbols “USDE” and “USDEW”, respectively, upon the Closing. Pursuant to the terms of the Business Combination Agreement, as a closing condition (subject to certain exceptions), TLGY is required to cause the StablecoinX Class A Common Stock issued in connection with the Business Combination to be approved for listing on Nasdaq (or another national securities exchange), but there can be no assurance that such listing condition will be met. If such listing condition is not met, the Business Combination will not be consummated unless the listing condition is waived by the parties to the Business Combination Agreement. It is important for you to know that, at the time of our extraordinary general meeting, we may not have received from Nasdaq (or another national securities exchange) either confirmation of the listing of the StablecoinX Class A Common Stock and StablecoinX Warrants or that approval will be obtained prior to the consummation of the Business Combination, and it is possible that the listing condition to the consummation of the Business Combination may be waived by the parties to the Business Combination Agreement. As a result, you may be asked to vote to approve the Business Combination and the other proposals included in this proxy statement/prospectus without such confirmation, and, further, it is possible that such confirmation may never be received and the Business Combination could still be consummated if such condition is waived or is subject to an exception and therefore the StablecoinX securities would not be listed on any nationally recognized securities exchange.

The TLGY Units outstanding as of immediately prior to the SPAC Merger will, as a result of the SPAC Merger, automatically be canceled and each holder thereof will receive one share of StablecoinX Class A Common Stock and one-half of one StablecoinX Warrant, for each TLGY Unit. As a result, the TLGY Units will no longer trade as separate securities following the Closing.

Q.     Do I have appraisal or dissent rights in connection with the Business Combination?

A.     Under the Companies Act, minority shareholders have a right to dissent to a merger and if they so dissent, they are entitled to be paid the fair market value of their shares, which if necessary, may ultimately be determined by the court. Therefore, TLGY’s shareholders have a right to dissent to the SPAC Merger. In addition, Public Shareholders are entitled to exercise their right of redemption as set forth in the subsection entitled “Extraordinary General Meeting of TLGY — Redemption Rights” and the TLGY Board has determined that the redemption amount payable to TLGY Public Shareholders who exercise such redemption rights represents the fair value of those TLGY Ordinary Shares. SC Assets’s shareholders do not have appraisal rights in connection with the Business Combination under the DGCL. Please see the subsection entitled “Extraordinary General Meeting of TLGY — Appraisal or Dissent Rights” for more information.

Q.     What do I need to do now?

A.     TLGY urges you to read this proxy statement/prospectus, including the Annexes and the documents referred to herein, carefully and in their entirety and to consider how the Business Combination will affect you as a shareholder or warrant holder. TLGY’s shareholders should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card.

Q.     How do I vote?

A.     If you are a holder of record of TLGY Ordinary Shares on the Record Date for the extraordinary general meeting, you may vote in person (including virtually) at the extraordinary general meeting or by submitting a proxy for the extraordinary general meeting. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage-paid envelope. If you hold your shares in “street name”, which means your shares are held of record by a broker, bank or nominee, you should contact your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares or, if you wish to attend the extraordinary general meeting and vote in person, obtain a valid proxy from your broker, bank or nominee.

Q.     If my shares are held in “street name”, will my broker, bank or nominee automatically vote my shares for me?

A.     No. If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the “beneficial holder” of the shares held for you in what is known as “street name”. If this is the case, this proxy statement/prospectus may have been forwarded to you by your brokerage firm, bank or other nominee, or its agent, and you may need to obtain a proxy form from the institution that holds your shares and follow the instructions included on that form regarding how to instruct your broker, bank or nominee as to how to vote your shares. Under the rules of various national and regional securities exchanges, your broker, bank, or nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank, or nominee. We believe all the proposals presented to the shareholders will be considered non-discretionary and therefore your broker, bank, or nominee cannot vote your shares without your instruction. Your bank, broker, or other nominee can vote your shares only if you provide instructions on how to vote. As the beneficial holder, you have the right to direct your broker, bank or other nominee as to how to vote your shares and you should instruct your broker to vote your shares in accordance with directions you provide. If you do not provide voting instructions to your broker on a particular proposal on which your broker does not have discretionary authority to vote, your shares will not be voted on that proposal. This is called a “broker non-vote”. Broker non-votes are not considered present for the purposes of establishing a quorum, will not count as votes cast at the extraordinary general meeting, and otherwise will have no effect on a particular proposal under Cayman Islands law, assuming a valid quorum is established.

Q.     When and where will the extraordinary general meeting be held?

A.     The extraordinary general meeting will be held at [•], New York City time, on [•], 2025 at the offices of Perkins Coie LLP located at 1155 Avenue of the Americas, New York, New York 10036, and virtually via live webcast at [•].

Q.     Who is entitled to vote at the extraordinary general meeting?

A.     TLGY has fixed [•], 2025 as the Record Date for the extraordinary general meeting. If you were a shareholder of TLGY at the close of business on the Record Date, you are entitled to vote on matters that come before the extraordinary general meeting. However, a shareholder may only vote his or her shares if he or she is present in person (including virtually) or is represented by proxy at the extraordinary general meeting.

Q.     How many votes do I have?

A.     TLGY shareholders are entitled to one vote at the extraordinary general meeting for each TLGY Ordinary Share held of record as of the Record Date. As of the close of business on the Record Date for the extraordinary general meeting, there were 5,939,587 TLGY Ordinary Shares issued and outstanding, of which 489,887 were issued and outstanding Public Shares.

The TLGY Insiders, including the Sponsors, have agreed to vote all the Founder Shares and any Public Shares they may hold in favor of all the proposals being presented at the extraordinary general meeting. As of the Record Date, the TLGY Insiders owned approximately 91.67% of the issued and outstanding TLGY Ordinary Shares. See the question and answer below entitled “How do the TLGY Insiders intend to vote their TLGY Ordinary Shares?” for additional information.

Q.     What constitutes a quorum?

A.     A quorum of TLGY shareholders is necessary to hold a valid meeting. A quorum will be present at the extraordinary general meeting if the holders of one-third of the issued and outstanding TLGY Ordinary Shares entitled to vote at the extraordinary general meeting are represented in person or by proxy. As of the Record Date for the extraordinary general meeting, 1,979,862 TLGY Ordinary Shares would be required to achieve a quorum.

Q.     What vote is required to approve each proposal at the extraordinary general meeting?

A.     Business Combination Proposal — The approval of the Business Combination Proposal requires an ordinary resolution under the Companies Act, being the affirmative vote of the holders of a majority of the TLGY Ordinary Shares, who, being present in person or by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting.

SPAC Merger Proposal — The approval of the SPAC Merger Proposal requires a special resolution under the Companies Act, being the affirmative vote of holders of a majority of at least two-thirds of the TLGY Ordinary Shares, who, being present in person or by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting.

Adjournment Proposal — The approval of the Adjournment Proposal requires an ordinary resolution under the Companies Act, being the affirmative vote of the holders of a majority of the TLGY Ordinary Shares, who, being present in person or by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting.

The TLGY Insiders, including the Sponsors, have agreed to vote all the Founder Shares and any Public Shares they may hold in favor of all the proposals being presented at the extraordinary general meeting. As of the Record Date, the TLGY Insiders owned approximately 91.67% of the issued and outstanding TLGY Ordinary Shares. See the question and answer below entitled “How do the TLGY Insiders intend to vote their TLGY Ordinary Shares?” for additional information.

Q.     What are the recommendations of the TLGY Board?

A.     The TLGY Board believes that the Business Combination Proposal and the other proposals to be presented at the extraordinary general meeting are in the best interest of TLGY’s shareholders and unanimously recommends that its shareholders vote “FOR” the approval of the Business Combination Proposal, “FOR” the approval of the SPAC Merger Proposal and “FOR” the approval of the Adjournment Proposal, if presented to the extraordinary general meeting.

The TLGY Board, after careful consideration, determined that the Business Combination is in the best interests of TLGY and its shareholders, and approved, among other things, the Business Combination Agreement, the Business Combination and the other agreements and transactions contemplated thereby. See the subsection entitled “The Extraordinary General Meeting — Recommendation of the Board” for more information.

For a description of the TLGY Board’s reasons for the approval of the Business Combination and the unanimous recommendation of the TLGY Board, see the subsection entitled “The Business Combination Proposal — The TLGY Board’s Reasons for the Approval of the Business Combination”.

When you consider the recommendation of the TLGY Board in favor of approval of these proposals, you should keep in mind that the Sponsors and TLGY’s directors and officers have interests in the Business Combination that are different from, in addition to and/or may conflict with, the interests of unaffiliated TLGY shareholders. Please see the subsection entitled “The Business Combination Proposal — Interests of Certain TLGY Persons in the Business Combination”.

Q.     How do the TLGY Insiders intend to vote their TLGY Ordinary Shares?

A.     The Sponsors, and the other TLGY Insiders, have agreed to vote all the Founder Shares and any Public Shares they may hold in favor of all the proposals being presented at the extraordinary general meeting. As of the Record Date, the TLGY Insiders owned an aggregate of 5,444,900 TLGY Ordinary Shares, representing approximately 91.67% of the issued and outstanding TLGY Ordinary Shares. As a result, no additional shares would need to be voted in favor of the Business Combination in order to approve the Business Combination Proposal or the SPAC Merger Proposal. To the extent that the Current Sponsors or our executive officers purchase Public Shares in compliance with the requirements of Rule 14e-5 under the Exchange Act, such shares would not be voted in favor of approving the Business Combination. See “— May the Sponsors or TLGY directors, officers, advisors or any of their respective affiliates purchase Public Shares in connection with the Business Combination?” below for additional information.

The existence of financial and personal interests of one or more of TLGY’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of TLGY and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the proposals. In addition, TLGY’s officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section of this proxy statement/prospectus entitled “The Business Combination Proposal — Interests of Certain TLGY Persons in the Business Combination”.

Q.     Do the Sponsors and TLGY’s directors and officers have interests in the Business Combination that differ from or are in addition to the interests of TLGY’s shareholders generally?

A.     Yes. The Sponsors and TLGY’s officers and directors have interests in the Business Combination that are different from, in addition to and/or may conflict with, the interests of TLGY’s shareholders generally. These interests include, but are not limited to, the following: (i) SC Assets was founded by Young Cho, the Chief Executive Officer and Executive Director of TLGY, and Edward Chen, the managing partner of the manager of the Current Sponsors, for the purpose of completing a business combination transaction with TLGY, (ii) in addition to any shares of StablecoinX Common Stock to be issued to them in connection with the Sponsors Securities Exchange, in their role as co-founders, shareholders and Chief Executive Officer and director and Chairman, respectively, of SC Assets, each of Young Cho and Edward Chen will receive approximately 323,750 shares of StablecoinX Class A Common Stock (representing an aggregate of approximately 0.40% of the economic value of StablecoinX in each of the No Redemption Scenario, the 50% Redemption Scenario and the Maximum Redemption Scenario, respectively, and assuming in each scenario that the fair market value of ENA Token at Closing is $0.7037 per token) and approximately 323,750 shares of StablecoinX Class B Common Stock (representing an aggregate of approximately 3.2% of the voting rights of StablecoinX in each of the No Redemption Scenario, the 50% Redemption Scenario and the Maximum Redemption Scenario, respectively, and assuming in each scenario that the fair market value of ENA Token at Closing is $0.7037 per token), in exchange

for the approximately 323,750 shares of SC Assets Class B Common Stock held by them as of the date of this proxy statement/prospectus, and (iii) Young Cho is expected to serve as the Chief Executive Officer or Chief Financial Officer of StablecoinX, and Edward Chen is expected to serve as a member of the StablecoinX Board, in each case following the Closing. The TLGY Board was aware of and considered these interests, among other matters, in approving the Business Combination Agreement and the Business Combination, and in determining to recommend that TLGY’s shareholders vote in favor of the Business Combination Agreement and the Business Combination. See the section of this proxy statement/prospectus entitled “The Business Combination Proposal — Interests of Certain TLGY Persons in the Business Combination” for more information.

Q.     Who are the Sponsors?

A.     TLGY Sponsors LLC, a Cayman Islands limited liability company, which we refer to in this proxy statement/prospectus as the “Former Sponsor”, was formed prior to the IPO for the purpose of acting as the sponsor of TLGY. The Former Sponsor made an initial investment of $25,000 on June 17, 2021, to cover certain pre-IPO expenses, in exchange for the issuance of 5,750,000 Founder Shares, or approximately $0.0043 per share. In connection with the consummation of the IPO, we completed the private sale of an aggregate of 11,259,500 Private Placement Warrants to the Former Sponsor, at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds of $11,259,500. Jin-Goon Kim, the current Chairman of TLGY and former CEO of TLGY, is the manager of TLGY Holdings LLC, which is the manager of the Former Sponsor, and controls all of the securities held by the Former Sponsor.

On April 16, 2024, TLGY, the Former Sponsor, the Current Sponsors and the other parties thereto entered into a Securities Transfer Agreement, pursuant to which, at a closing held on June 19, 2024, the Current Sponsors, for an aggregate purchase price of $1.00, purchased (i) 3,542,305 Founder Shares from the Former Sponsor, certain investors who held the Founder Shares, and three previous independent directors of TLGY, and (ii) 3,940,825 Private Placement Warrants from the Former Sponsor. Edward Chen, one of the co-founders and Chairman of SC Assets and a Seller in the Business Combination, is the managing partner of Carnegie Park Capital LLC, which is the manager of each of the Current Sponsors. As such, Edward Chen is the beneficial owner of all of the securities held by the Current Sponsors.

For information about conflicts of interest with respect to the Sponsors, see “The Business Combination Proposal — Interests of Certain TLGY Persons in the Business Combination”. For information about the compensation of the Sponsors and TLGY’s officers and directors, see “Information About TLGY — Executive and Director Compensation”. For information about the securities owned by the Sponsors, including transfer restrictions and required forfeitures, see “Beneficial Ownership of Securities” and “Certain Relationships and Related Person Transactions”.

Q.     May the Sponsors or TLGY directors, officers, advisors or any of their respective affiliates purchase Public Shares in connection with the Business Combination?

A.     In connection with the vote of TLGY shareholders to approve the proposed Business Combination, the Sponsors, TLGY management or TLGY’s advisors and any of their respective affiliates may privately negotiate to purchase Public Shares from Public Shareholders who would have otherwise elected to have their shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules for a per share pro rata portion of the Trust Account. The Sponsors, TLGY management or TLGY’s advisors and any of their respective affiliates will not make any such purchases when they are in possession of any material non-public information not disclosed to the seller of such Public Shares or during a restricted period under Regulation M under the Exchange Act or other federal securities laws. Such a purchase could include a contractual acknowledgement that such TLGY shareholder, although still the record holder of such Public Shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. Any Public Shares purchased by the Sponsors, TLGY management or TLGY’s advisors or any of their respective affiliates would not be voted in favor of approving the Business Combination. In the event that the Sponsors, TLGY management or TLGY’s advisors or any of their respective affiliates purchase Public Shares in privately negotiated transactions from Public Shareholders who have already elected to exercise their redemption rights, such selling shareholders would be required to

revoke their prior elections to redeem their shares. In addition, the Sponsors, TLGY management and TLGY’s advisors or any of their respective affiliates would waive any redemption rights with respect to any Public Shares that they purchase in any such privately negotiated transactions. Any such privately negotiated purchases may be effected at purchase prices that are no higher than the per share pro rata portion of the Trust Account. See the section entitled “Extraordinary General Meeting of TLGY — Potential Purchases of Public Shares” for more information.

Q.     What happens if I sell my TLGY Ordinary Shares before the extraordinary general meeting?

A.     The Record Date for the extraordinary general meeting is earlier than the date of the extraordinary general meeting and earlier than the date that the Business Combination is expected to be completed. If you transfer your Public Shares after the Record Date, but before the extraordinary general meeting, unless you grant a proxy to the transferee, you will retain your right to vote at the extraordinary general meeting but the transferee, and not you, will have the ability to redeem such shares, so long as such transferee takes the required steps to elect to redeem such shares at least two business days prior to scheduled date of the extraordinary general meeting.

Q.     How can I vote my shares without attending the extraordinary general meeting?

A.     If you are a shareholder of record of our TLGY Ordinary Shares as of the close of business on the Record Date, you can vote by proxy by mail by following the instructions provided in the enclosed proxy card or at the extraordinary general meeting. Please note that if you are a beneficial owner of TLGY Ordinary Shares, you may vote by submitting voting instructions to your broker, bank or nominee, or otherwise by following instructions provided by your broker, bank or nominee. Telephone and internet voting will be available to beneficial owners. Please refer to the vote instruction form provided by your broker, bank or nominee.

Q.     May I change my vote after I have mailed my signed proxy card?

A.     Yes. Shareholders may send a later-dated, signed proxy card to TLGY’s Chief Executive Officer at TLGY’s address set forth below so that it is received by TLGY’s Chief Executive Officer prior to the vote at the extraordinary general meeting (which is scheduled to take place on [•], 2025) or attend the extraordinary general meeting in person and vote. Shareholders also may revoke their proxy by sending a notice of revocation to TLGY’s Chief Executive Officer, which must be received by TLGY’s Chief Executive Officer prior to the vote at the extraordinary general meeting. However, if your shares are held in “street name” by your broker, bank or another nominee, you must contact your broker, bank or other nominee to change your vote.

Q.     What happens if I fail to take any action with respect to the extraordinary general meeting?

A.     If you fail to take any action with respect to the extraordinary general meeting and the Business Combination is approved by shareholders and the Business Combination is consummated, you will become a stockholder and/or warrant holder of StablecoinX. If you fail to take any action with respect to the extraordinary general meeting and the Business Combination is not approved, you will remain a shareholder and/or warrant holder of TLGY. However, if you fail to vote with respect to the extraordinary general meeting, you will nonetheless be able to elect to redeem your Public Shares in connection with the Business Combination, so long as you take the required steps to elect to redeem your shares at least two business days prior to the initially scheduled date of the extraordinary general meeting pursuant to the procedures described in this proxy statement/prospectus.

Q.     What happens if I vote against the Business Combination Proposal?

A.     If you vote against the Business Combination Proposal but the Business Combination Proposal still obtains the requisite shareholder approval described in this proxy statement/prospectus, then the Business Combination Proposal will be approved and, assuming the approval of the other Condition Precedent Proposals and the satisfaction or waiver of the other conditions to the closing of the Business Combination, the Business Combination will be consummated in accordance with the terms of the Business Combination Agreement.

If you vote against the Business Combination Proposal and the Business Combination Proposal does not obtain the requisite vote at the extraordinary general meeting, then the Business Combination Proposal will fail and we will not consummate the Business Combination. If we do not consummate the Business Combination Proposal, we may continue to try to complete a business combination with a different target business the outside date

under the TLGY Organizational Documents (which will be April 16, 2026 if and to the extent the period of time to consummate a business combination is extended to the fullest extent possible in accordance with the terms of the TLGY Organizational Documents, or if such date is extended in accordance with the terms of the TLGY Organizational Documents, such later date). If we fail to complete an initial business combination by the outside date under the TLGY Organizational Documents (which will be April 16, 2026 if and to the extent the period of time to consummate a business combination is extended to the fullest extent possible in accordance with the terms of the TLGY Organizational Documents, or if such date is extended in accordance with the terms of the TLGY Organizational Documents, such later date), then we will be required to liquidate and dissolve the Trust Account by returning then-remaining funds in the Trust Account to the Public Shareholders.

Q.     What should I do with my share certificates, warrant certificates or unit certificates?

A.     Public Shareholders must complete the procedures for electing to redeem their Public Shares, including the delivery of their Public Shares, in the manner described above prior to [•], Eastern Time, on [•] (two business days before the initial scheduled date of the extraordinary general meeting) in order for their Public Shares to be redeemed.

TLGY Warrant holders should not submit the certificates relating to their warrants. Public Shareholders who do not elect to have their Public Shares redeemed for the pro rata share of the Trust Account should not submit the certificates relating to their Public Shares.

Upon the SPAC Merger, holders of TLGY Units, TLGY Class A Ordinary Shares (including holders of TLGY Class B Ordinary Shares that have their TLGY Class B Ordinary Shares automatically converted into TLGY Class A Ordinary Shares pursuant to the TLGY Organizational Documents and the Sponsor Support Agreement immediately prior to the SPAC Merger) and TLGY Warrants will receive shares of StablecoinX Class A Common Stock and StablecoinX Warrants, as the case may be, without needing to take any action and, accordingly, such holders should not submit any certificates relating to their TLGY Units, TLGY Class A Ordinary Shares (unless such holder elects to redeem the Public Shares in accordance with the procedures set forth above), or TLGY Warrants.

Q.     What should I do if I receive more than one set of voting materials?

A.     Shareholders may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your TLGY Ordinary Shares.

Q.     Who will solicit and pay the cost of soliciting proxies for the extraordinary general meeting?

A.     TLGY will pay the cost of soliciting proxies for the extraordinary general meeting. TLGY has engaged Okapi Partners LLC to assist in the solicitation of proxies for the extraordinary general meeting. TLGY has agreed to pay Okapi Partners LLC a fee of $[•], plus disbursements. TLGY will ask banks, brokers and other institutions, nominees and fiduciaries to forward the proxy materials to their principals and to obtain their authority to execute proxies and voting instructions, and will reimburse such parties for their expenses in forwarding soliciting materials to beneficial owners of TLGY Class A Ordinary Shares and in obtaining voting instructions from those owners. TLGY’s directors and officers may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

Q.     Where can I find the voting results of the extraordinary general meeting?

A.     The preliminary voting results are expected to be announced at the extraordinary general meeting. TLGY will publish final voting results of the extraordinary general meeting in a Current Report on Form 8-K within four business days after the extraordinary general meeting.

Q.     Who can help answer my questions?

A.     If you have questions about the Business Combination or if you need additional copies of the proxy statement/prospectus or the enclosed proxy card, you should contact:

Okapi Partners LLC
1212 Avenue of the Americas, 17th Floor
New York, NY 10036
Tel: (844) 202-7428 (toll-free) or
(212) 297-0720 (banks and brokers can call collect)
Email: info@okapipartners.com

You also may obtain additional information about TLGY from documents filed with the SEC by following the instructions in the section of this proxy statement/prospectus entitled “Where You Can Find More Information”.

If you are a Public Shareholder and you intend to seek redemption of your Public Shares, you will need to send a letter demanding redemption and deliver your Public Shares (either physically or electronically) to the Transfer Agent prior to the redemption deadline date set forth in this proxy statement/prospectus in accordance with the procedures detailed under the question “How do I exercise my redemption rights?” If you have questions regarding the certification of your position or delivery of your Public Shares, please contact:

Continental Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, New York 10004
Email: SPACredemptions@continentalstock.com

RISK FACTORS

You should carefully consider all of the following risk factors, together with all of the other information in this proxy statement/prospectus, including the financial information, before deciding how to vote or instruct your vote to be cast to approve the Shareholder Proposals described in this proxy statement/prospectus. The use of “we” and “our” shall generally means TLGY, with respect to periods prior to the Business Combination and StablecoinX after the Business Combination. The use of “we”, “our”, or the “Company”, with respect to SC Assets’ business (or StablecoinX’s) after the Business Combination, shall generally refer to SC Assets before the Business Combination or StablecoinX after the Business Combination, respectively.

The value of your investment following the completion of the Business Combination will be subject to significant risks affecting, among other things, the Company’s business, financial condition and results of operations. If any of the events described below occur, the Company’s post-Business Combination business and financial results could be adversely affected in material respects. This could result in a decline, which may be significant, in the trading price of the Company’s securities and you therefore may lose all or part of your investment. The risk factors described below are not necessarily exhaustive and you are encouraged to perform your own investigation with respect to the businesses of TLGY and SC Assets.

Risks Related to the Business Combination and TLGY

Directors and officers of TLGY have potential conflicts of interest in recommending that shareholders vote in favor of approval of the Business Combination and approval of the other proposals described in this proxy statement/prospectus.

When you consider the recommendation of the TLGY Board in favor of approval of the Business Combination Proposal and the other proposals described in this proxy statement/prospectus, you should keep in mind that TLGY’s Sponsors and the other Founder Shareholders, including TLGY’s directors and executive officers, have interests in such proposals that are different from, or in addition to (which may conflict with), those shareholders of TLGY generally.

These interests include, among other things, the interests listed below:

•        Young Cho, the Chief Executive Officer and Executive Director of TLGY, and Edward Chen, the managing partner of the manager of the Current Sponsors, are co-founders, shareholders and serve as the Chief Executive Officer and director and Chairman, respectively, of SC Assets. Young Cho and Edward Chen formed SC Assets solely for the purpose of SC Assets completing a business combination with TLGY. Each of Young Cho and Edward Chen currently own approximately 323,750 shares of SC Assets Class B Common Stock (representing approximately 93% of the outstanding shares of SC Assets Common Stock, in the aggregate), which will be exchanged for approximately 323,750 shares of StablecoinX Class A Common Stock (representing an aggregate of approximately 0.40% of the economic value of StablecoinX in each of the No Redemption Scenario, the 50% Redemption Scenario and the Maximum Redemption Scenario, respectively, and assuming in each scenario that the fair market value of ENA Token at Closing is $0.7037 per token) and approximately 323,750 shares of StablecoinX Class B Common Stock (representing an aggregate of approximately 3.2% of the voting rights of StablecoinX in each of the No Redemption Scenario, the 50% Redemption Scenario and the Maximum Redemption Scenario, respectively, and assuming in each scenario that the fair market value of ENA Token at Closing is $0.7037 per token) in the Company Merger.

•        Our Former Sponsor purchased 5,750,000 Founder Shares for $25,000, or approximately $0.0043 per share, in a private placement prior to the consummation of the IPO. Jin-Goon Kim, the current Chairman of TLGY and former CEO of TLGY, is the manager of TLGY Holdings LLC, which is the manager of the Former Sponsor, and controls all of the securities held by the Former Sponsor. Pursuant to the Securities Transfer Agreement, on June 19, 2024, the Current Sponsors, purchased 3,542,305 Founder Shares and 3,940,825 Private Placement Warrants from the Former Sponsor, certain investors who held the Founder Shares, and three previous independent directors of TLGY for an aggregate purchase price of $1.00. Edward Chen, Chairman and co-founder of SC Assets and a Seller in the Business Combination, is the managing partner of Carnegie Park Capital LLC, which is the manager of each of the Current Sponsors. As such, Edward Chen is the beneficial owner of all of the securities held by the Current Sponsors. For their role as a director of TLGY, each of the current independent directors of TLGY are entitled to receive

an aggregate of 20,000 Founder Shares from the Current Sponsors, which shares will be distributed to them prior to the SPAC Merger. In addition, for his role as Chief Executive Officer of TLGY, Young Cho is entitled to receive 479,231 Founder Shares and 394,083 Private Placement Warrants, and for his role as Chief Financial Officer of TLGY, Jonathan Kwong is entitled to receive 182,836 Founder Shares and 147,781 Private Placement Warrants, in each case, from the Current Sponsors, which will be distributed to them prior to the SPAC Merger. In accordance with the terms of the Sponsor Support Agreement, the Sponsors, the current directors and officers of TLGY and the other TLGY Insiders, will surrender and transfer to StablecoinX for cancellation, the 5,449,700 Founder Shares held by them in the aggregate, in exchange for 92.6873% of the total Retained Shares at the Closing. Such Retained Shares, if unrestricted and freely tradable, would have had an aggregate market value of approximately $66.6 million (in the No Redemption Scenario), $66.5 million (in the 50% Redemption Scenario) and $65.4 (in the Maximum Redemption Scenario), in each case, based upon the closing price of $13.00 per TLGY Ordinary Share on the OTC Pink on September 26, 2025, the most recent practicable date prior to the date of this proxy statement/prospectus. However, given such shares of StablecoinX Class A Common Stock will be subject to lock-up restrictions, we believe such shares have less value.

•        Our Former Sponsor purchased 11,259,500 Private Placement Warrants for $11,259,500, or $1.00 per Private Placement Warrant, in private placements that closed simultaneously with the IPO. Pursuant to the Securities Transfer Agreement, on June 19, 2024, the Current Sponsors purchased 3,940,825 Private Placement Warrants from the Former Sponsor, along with 3,542,305 Founder Shares, for an aggregate purchase price of $1.00. In accordance with the terms of the Sponsor Support Agreement, immediately following the SPAC Merger, all of the Private Placement Warrants held by the Sponsors and the other TLGY Insiders will be surrendered and transferred to StablecoinX for cancellation in exchange for 7.3127% of the total Retained Shares at the Closing. Nevertheless, if such Private Placement Warrants were to be outstanding following the Business Combination and if they were unrestricted and freely tradable, such Private Placement Warrants would have had an aggregate market value of approximately $477,800 based upon the closing price of $1.20 per Public Warrant on the OTC Pink on September 26, 2025, the most recent practicable date prior to the date of this proxy statement/prospectus.

•        Given the differential in the purchase price that each of the TLGY Insiders paid for the Founder Shares as compared to the price of the TLGY Class A Ordinary Shares included in the TLGY Units sold in the IPO, the TLGY Insiders may earn a positive rate of return on its investment even if the shares of StablecoinX Class A Common Stock trade below $10.00 per share and the Public Shareholders experience a negative rate of return following the Closing. Accordingly, the economic interests of the TLGY Insiders diverge from the economic interests of Public Shareholders because the TLGY Insiders will realize a gain on their respective investment from the completion of any business combination while Public Shareholders will realize a gain only if the post-closing trading price exceeds $10.00 per share.

•        Our Sponsors will lose their entire investment in us if we do not complete a business combination by the outside date under the TLGY Organizational Documents (which will be April 16, 2026 if and to the extent the period of time to consummate a business combination is extended to the fullest extent possible in accordance with the terms of the TLGY Organizational Documents, if such date is extended in accordance with the terms of the TLGY Organizational Documents, such later date). If we do not consummate a business combination by such date, as promptly as reasonably possible but not more than ten business days thereafter, TLGY will redeem the Public Shares for a pro rata portion of the funds held in the Trust Account, subject to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. In such event, the TLGY Warrants may be worthless. In such event, the 5,444,900 TLGY Ordinary Shares owned by the TLGY Insiders would be worthless because following the redemption of the Public Shares, we would likely have few, if any, net assets and because the TLGY Insiders have agreed to waive their rights to liquidating distributions from the Trust Account with respect to such shares if we fail to complete a business combination within the required period.

•        The TLGY Insiders, including the Sponsors and TLGY’s officers and directors have agreed not to redeem any of the Founder Shares or TLGY Ordinary Shares held by them in connection with a shareholder vote to approve the Business Combination.

•        If the Trust Account is liquidated, the Former Sponsor has agreed to indemnify us to ensure that the proceeds in the Trust Account are not reduced below $10.20 per Public Share, or such lesser amount per Public Share as is in the Trust Account on the liquidation date, by the claims of prospective target businesses with which we have entered into an acquisition agreement or claims of any third party for services rendered or products sold to us, but only if such a vendor or target business has not executed a waiver of any and all rights to seek access to the Trust Account.

•        The continuation of Young Cho, the Chief Executive Officer and Executive Director of TLGY and Chief Executive Officer of SC Assets, as Chief Executive Officer or as Chief Financial Officer of StablecoinX at the Closing, and the appointment of Edward Chen as a director of StablecoinX at the Closing. As such, in the future each such person may receive any cash fees, stock options or stock awards that the StablecoinX Board determines to pay to its officers and directors.

•        Our existing officers and directors will be eligible for continued indemnification and continued coverage under a directors’ and officers’ liability insurance policy for a period of six (6) years after the Business Combination.

•        In connection with the Closing, our Sponsors, officers and directors would be entitled to the repayment of any outstanding working capital and extension loans and advances that have been made to TLGY. If we do not complete an initial business combination within the required period, we may use a portion of our working capital held outside the Trust Account to repay the working capital loans, but no proceeds held in the Trust Account would be used to repay the working capital loans. As of the date of this proxy statement/prospectus, approximately $3.4 million was outstanding under such working capital loans and approximately $2.5 million was outstanding under such extension loans, of which an aggregate of $2.9 million is owed to the Former Sponsor and an aggregate of $3 million is owed to the Current Sponsors. In addition, $22,750 is owed to Jonathan Kwong, our current Chief Financial Officer, for advisory services provided by him to TLGY prior to the June 2024 Securities Transfer Transaction.

•        Upon the Closing, subject to the terms and conditions of the Business Combination Agreement, our Sponsors, our officers and directors and their respective affiliates may be entitled to reimbursement for any reasonable out-of-pocket expenses related to identifying, investigating and consummating an initial business combination, and repayment of any other loans, if any, and on such terms as to be determined by TLGY from time to time, made by our Sponsors or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination. As of the date of this proxy statement/prospectus, no reimbursable out-of-pocket expenses were outstanding.

•        Pursuant to the Amended and Restated Registration Rights Agreement, TLGY’s officers and directors, and the Sponsors and their members will have customary registration rights, including demand and piggy-back rights, subject to cooperation and cut-back provisions with respect to the StablecoinX Class A Common Stock held by such parties following the consummation of the Business Combination.

As a result of the foregoing interests, the Sponsors and TLGY’s directors and officers will benefit from the completion of a business combination and may be incentivized to complete an acquisition of a less favorable target company or on terms that would be less favorable to Public Shareholders. In the aggregate, the Sponsors have approximately $59,700,500 at risk that depends upon the completion of a business combination. Such amount consists of, with respect to the Former Sponsor: (a) approximately $3 million representing the value of the Founder Shares held by the Former Sponsor (based upon the closing price of $13.00 per TLGY Ordinary Share on the OTC Pink on September 26, 2025, the most recent practicable date prior to the date of this proxy statement/prospectus), (b) $11,259,500 representing the value of the Private Placement Warrants purchased by the Former Sponsor (using the $1.00 per warrant purchase price), (c) an aggregate of approximately $1,217,000 outstanding under the Working Capital Loans, and (d) approximately $1,695,000 outstanding under the Extension Promissory Notes; and, with respect to the Current Sponsors: (a) approximately $40 million representing the value of the Founder Shares held by the Current Sponsors (based upon the closing price of $13.00 per TLGY Ordinary Share on the OTC Pink on September 26, 2025, the most recent practicable date prior to the date of this proxy statement/prospectus), (b) $1.00 representing the value of the Private Placement Warrants purchased by the Current Sponsors (using the $1.00 per warrant purchase price), (c) approximately $2,200,000 outstanding under the Working Capital Loans and (d) approximately $850,000 outstanding under the Extension Promissory Notes. See the section entitled “Business Combination Proposal — Interests of TLGY’s Directors and Executive Officers in the Business Combination” for a further discussion of these considerations.

In addition, TLGY has not adopted a policy that expressly prohibits its directors, officers, security holders or affiliates from having a direct or indirect pecuniary or financial interest in any investment to be acquired or disposed of by TLGY or in any transaction to which TLGY is a party or has an interest. TLGY does not have a policy that expressly prohibits any such persons from engaging for their own account in business activities of the types conducted by TLGY. Accordingly, such persons or entities may have a conflict between their interests and TLGY’s.

The personal and financial interests of the Sponsors and the other Founder Shareholders, as well as TLGY’s directors and executive officers, may have influenced their motivation in identifying and selecting SC Assets as a business combination target, completing an initial business combination with SC Assets and influencing the operation of the business following the consummation of the Business Combination. In considering the recommendations of the TLGY Board to vote for the proposals, its shareholders should consider these interests.

The TLGY Insiders, including the Sponsors, have entered into the Sponsor Support Agreement with StablecoinX, TLGY and SC Assets to vote in favor of the Business Combination, regardless of how TLGY’s Public Shareholders vote.

Unlike other blank check companies in which the founder shareholders agree to vote their shares in accordance with the majority of the votes cast by the Public Shareholders in connection with an initial business combination, the TLGY Insiders, including the Sponsors and other Founder Shareholders, pursuant to the Sponsor Support Agreement, have agreed, among other things, to vote all of their Founder Shares and other Public Shares in favor of all the proposals being presented at the extraordinary general meeting, including the Business Combination Proposal and the transactions contemplated thereby (including the Transactions). As of the date of this proxy statement/prospectus, the TLGY Insiders own an aggregate of 91.67% of TLGY’s issued and outstanding ordinary shares. If only a minimum quorum of TLGY Ordinary Shares, constituted by the holders of one-third of outstanding shares, is present at the extraordinary general meeting, TLGY would not need any of the Public Shares to be voted in favor of the Business Combination Proposal in order for it to be approved (provided that consummation of the Transactions is conditioned upon, among other things, approval of the Condition Precedent Proposals). Accordingly, the agreement by TLGY’s Founder Shareholders to vote in favor of each of the proposals at the extraordinary general meeting will increase the likelihood that TLGY will receive the requisite shareholder approval for the Business Combination and the transactions contemplated thereby.

The fairness opinion obtained by the TLGY Board will not reflect changes, circumstances, developments or events that may have occurred or may occur after the date of the opinion.

Scalar has provided a fairness opinion to the TLGY Board stating that, as of the date of such opinion, and based upon and subject to the procedures followed, assumptions made, qualifications and limitations on review undertaken, and other matters considered by Scalar in preparing such opinion, the Consideration (as defined in such opinion) to be paid by TLGY to the Public Shareholders pursuant to the Transaction Documents (as defined in such opinion) is fair from a financial point of view to the Public Shareholders (for purposes of such opinion and this summary, other than the Sponsors, their respective affiliates, and the PIPE Investors, which we refer to collectively as the Excluded Parties), without giving effect to any impact of the Transactions on any particular Public Shareholder other than in its capacity as a Public Shareholder.

The TLGY Board has not obtained an updated fairness opinion as of the date of this proxy statement/prospectus from Scalar, and the TLGY Board does not expect to receive an updated fairness opinion prior to the completion of the Transactions.

The opinion does not reflect changes, circumstances, developments or events that may have occurred or may occur after the date of the opinion, including changes in the operations and prospects of TLGY or the SC Assets, regulatory or legal changes, general market and economic conditions and other factors that may be beyond the control of TLGY and SC Assets and on which the fairness opinion was based, and that may alter the value of TLGY and SC Assets or the prices of the TLGY Class A Ordinary Shares or the shares of SC Assets Class A Common Stock prior to consummation of the Transactions. The value of the TLGY Class A Ordinary Shares and the SC Assets Class A Common Stock has fluctuated since, and could be materially different from its value as of, the date of Scalar’s opinion, and Scalar’s opinion does not address the prices at which the Public Shares, TLGY Class B Ordinary Shares, or other securities or financial instruments of or relating to TLGY may trade. The opinion does not speak as of the time the Transactions will be completed or as of any date other than the date of such opinion. TLGY does not anticipate asking

Scalar to update Scalar’s opinion, and Scalar does not have an obligation or responsibility to update, revise or reaffirm its opinion based on circumstances, developments or events that may have occurred or may occur after the date of the opinion. See the section entitled “The Business Combination Proposal — Opinion of the TLGY Financial Advisor” for additional information.

If the conditions to Closing contained in the Business Combination Agreement are not met or waived, the Business Combination may not occur.

Even if the Business Combination Agreement is approved by the shareholders of TLGY, the Closing is still subject to the satisfaction or waiver of the other closing conditions in the Business Combination, including, but not limited to, (i) the adoption and/or approval, as applicable, by TLGY’s shareholders of the other Condition Precedent Proposals, (ii) the consummation of the Business Combination not being prohibited by applicable law, (iii) the effectiveness of the registration statement of which the accompanying proxy statement/prospectus forms a part, (iv) the shares of StablecoinX Class A Common Stock having been approved for listing on Nasdaq, the New York Stock Exchange or another national stock exchange, subject to notice of issuance, and (v) the PIPE having been fully funded in accordance with the PIPE Subscription Agreements. For a list of the material closing conditions contained in the Business Combination Agreement, see the section entitled “Business Combination Proposal — Conditions to Closing of the Business Combination.” TLGY and the parties to the Business Combination Agreement may not satisfy all of the closing conditions in the Business Combination Agreement. If the closing conditions are not satisfied or waived by the applicable parties, the Business Combination will not occur, or will be delayed pending later satisfaction or waiver, and such delay may cause TLGY and StablecoinX to each lose some or all of the intended benefits of the Business Combination.

Additionally, even if the Business Combination Agreement is approved by the shareholders of TLGY, the Business Combination Agreement may be terminated under certain circumstances prior to the Closing, including, but not limited to, (i) upon the mutual written consent of TLGY and SC Assets, (ii) by either TLGY or SC Assets if the Closing has not occurred on or before six months from the date of the Business Combination Agreement, (iii) by written notice of either TLGY or SC Assets if a governmental authority shall have issued an order or taken any other action permanently restraining, enjoining or otherwise prohibiting the Transactions, (iv) by SC Assets in connection with an uncured breach of a representation, warranty, covenant or other agreement by TLGY, if the breach would result in the failure of the related condition to Closing, (v) by SC Assets if the TLGY Board publicly changes its recommendation with respect to the Business Combination Agreement and Transactions and related shareholder approvals under certain circumstances detailed in the Business Combination Agreement, (vi) by TLGY in connection with an uncured breach of a representation, warranty, covenant or other agreement by SC Assets, StablecoinX, SPAC Merger Sub or Company Merger Sub, if the breach would result in the failure of the related condition to Closing, or (vii) by either TLGY or SC Assets if the Extraordinary General Meeting is held and TLGY Shareholder Approval is not received. For further details, see “The Business Combination Proposal — Termination of the Business Combination Agreement.” Further, satisfying the conditions to, and the completion of, the Business Combination may take longer and could cost more than TLGY expects. Any delay or additional costs incurred in connection with completing the Business Combination could materially affect the benefits that TLGY expects to achieve from the Business Combination.

If TLGY does not complete the Business Combination, TLGY could be subject to various risks, including:

•        the parties may be liable for damages to one another under certain circumstances pursuant to the terms and conditions of the Business Combination Agreement;

•        negative reactions from the financial markets, including declines in the price of the TLGY Class A Ordinary Shares due to the fact that current prices may reflect a market assumption that the Business Combination will be completed; and

•        the attention of TLGY management will have been diverted to the Business Combination rather than the pursuit of other opportunities in respect of an initial business combination.

TLGY may change or waive one or more of the terms of, or conditions to, the Business Combination, and the exercise of TLGY’s directors’ and executive officers’ discretion in agreeing to such changes may result in a conflict of interest when determining whether such changes to the terms of the Business Combination or waivers of conditions are appropriate and in TLGY’s shareholders’ best interest.

In the period leading up to the Closing, events may occur that, pursuant to the Business Combination Agreement, would require TLGY to agree to amend the Business Combination Agreement, to consent to certain actions taken by SC Assets, StablecoinX, SPAC Merger Sub or Company Merger Sub or to waive one or more of the conditions to the Business Combination and/or rights that TLGY is entitled to under the Business Combination Agreement. Such events could arise because of a request by SC Assets, StablecoinX, SPAC Merger Sub and Company Merger Sub to undertake actions that would otherwise be prohibited by the terms of the Business Combination Agreement or the occurrence of other events that would have a material adverse effect on the business of SC Assets, StablecoinX, SPAC Merger Sub and Company Merger Sub and would entitle TLGY to terminate the Business Combination Agreement. In any of such circumstances, it would be at TLGY’s discretion, acting through the TLGY Board, to grant its consent or waive those conditions or rights. The existence of financial and personal interests of one or more of the directors or executive officers described in the preceding risk factors may result in a conflict of interest on the part of such director(s) or executive officer(s) between what he, she or they may believe is best for TLGY and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining whether or not to take the requested action. As of the date of this proxy statement/prospectus, TLGY does not believe there will be any changes or waivers that TLGY’s directors and executive officers would be likely to make after shareholder approval of the Business Combination Proposal has been obtained. While certain changes could be made without further shareholder approval, TLGY will circulate a new or amended proxy statement/prospectus and resolicit TLGY’s shareholders if changes to the terms of the transaction that would have a material impact on its shareholders are required prior to the vote on the Business Combination Proposal.

TLGY will not have any right to make damage claims against SC Assets, StablecoinX, SPAC Merger Sub or Company Merger Sub for the breach of any representation, warranty or covenant made by SC Assets, StablecoinX, SPAC Merger Sub or Company Merger Sub in the Business Combination Agreement.

The Business Combination Agreement provides that all of the representations, warranties and covenants of the parties contained therein shall not survive the Closing, except for certain fraud claims and those covenants contained therein that by their terms apply or are to be performed in whole or in part after the Closing. Accordingly, there are no remedies available to TLGY with respect to any breach of the representations, warranties, covenants or agreements of SC Assets, StablecoinX, SPAC Merger Sub or Company Merger Sub after the Closing, and, as a result, TLGY will have no remedy available to it if the Business Combination is consummated and it is later revealed that there was a breach of any of the representations, warranties and covenants made by SC Assets, StablecoinX, SPAC Merger Sub or Company Merger Sub at the time of the Business Combination (except, in limited instances, for certain fraud claims and those covenants contained therein that by their terms apply or are to be performed in whole or in part after the Closing).

The Business Combination may be completed even though material adverse effects may result from the announcement of the Business Combination, industry-wide changes and other causes.

In general, each of TLGY, SC Assets, StablecoinX, SPAC Merger Sub or Company Merger Sub can refuse to complete the Business Combination if there is a material adverse effect affecting the other party between the signing date of the Business Combination Agreement and the planned closing. However, certain types of changes do not permit either party to refuse to complete the Business Combination, even if such change could be said to have a material adverse effect on TLGY, SC Assets, StablecoinX, SPAC Merger Sub or Company Merger Sub, including the following events (except, in some cases, where the change has a disproportionate effect on a party):

•        changes generally affecting the economy, financial or securities markets;

•        changes (including changes in law) or general conditions in the industry in which the party operates;

•        changes in the price or trading volume of ENA Token;

•        changes in GAAP (or the authoritative interpretation of GAAP); or

•        natural disasters, terrorism, war (whether or not declared), escalation of hostilities or geopolitical changes.

Furthermore, TLGY, SC Assets, StablecoinX, SPAC Merger Sub or Company Merger Sub may waive the occurrence of a material adverse effect affecting the other party. If a material adverse effect occurs and the parties still complete the Business Combination, TLGY’s share price may suffer.

StablecoinX may issue additional shares of StablecoinX Class A Common Stock or other equity securities without your approval, which would dilute your ownership interests and may depress the market price of your shares.

StablecoinX may issue additional shares of StablecoinX Class A Common Stock or other equity securities of equal or senior rank in the future in connection with, among other things, future acquisitions, repayment of outstanding indebtedness, and issuances under an equity incentive plan. In addition, the number of shares of StablecoinX Common Stock to be issued to the PIPE Investors in accordance with the PIPE Subscription Agreements, to Ethena in accordance with the Contribution Agreement and to the TLGY Insiders in accordance with the Sponsor Support Agreement will increase or decrease based on the difference between the fair market value of ENA Token at the time of signing of the respective agreements and the fair market value of ENA Token at the Closing, in each case, calculated in accordance with the terms of the respective agreements. To the extent the fair market value of ENA Token continues to increase relative to the fair market value at the signing of the relevant agreement, then more shares of StablecoinX Common Stock will be issued at Closing and your ownership interests may be significantly diluted. As a result of the issuance of any such additional shares of StablecoinX Class A Common Stock or other equity securities of equal or senior rank, your proportionate ownership interest in StablecoinX will decrease or the market price of your shares of StablecoinX Class A Common Stock may decline.

Past performance by our management team, our advisors and their respective affiliates, including investments and transactions in which they have participated and businesses with which they have been associated, may not be indicative of future performance of an investment in StablecoinX.

Information regarding our management team, our advisors and their respective affiliates, including investments and transactions in which they have participated and businesses with which they have been associated, is presented for informational purposes only. Any past experience and performance by our management team, our advisors and their respective affiliates and the businesses with which they have been associated, is not a guarantee that we will be able to successfully identify a suitable candidate for our initial business combination, that we will be able to provide positive returns to our shareholders, or of any results with respect to any initial business combination we may consummate. You should not rely on the historical experiences of our management team, our advisors and their respective affiliates, including investments and transactions in which they have participated and businesses with which they have been associated, as indicative of the future performance of an investment in us or as indicative of every prior investment by each of the members of our management team, our advisors or their respective affiliates. The market price of our securities may be influenced by numerous factors, many of which are beyond our control, and our shareholders may experience losses on their investment in our securities.

TLGY cannot assure you that its diligence review has identified all material risks associated with the Business Combination, and you may be less protected as an investor from any material issues with respect to SC Assets’ business, including any material omissions or misstatements contained in the Registration Statement or this proxy statement/prospectus relating to the Business Combination, than an investor in an underwritten initial public offering.

Even though TLGY conducted due diligence on the Ethena ecosystem and the digital assets industry more broadly, this diligence may not have surfaced all material issues with SC Assets, it may not be possible to uncover all material issues through a customary amount of due diligence, and factors outside of SC Assets’ and outside of TLGY’s or StablecoinX’s control may later arise.

Additionally, the scope of due diligence conducted in conjunction with the Business Combination may be different than would typically be conducted in the event SC Assets pursued an underwritten initial public offering. In a typical initial public offering, the underwriters of the offering conduct due diligence on the company to be taken public, and following the offering, the underwriters are subject to liability to investors for any material misstatement or omissions in the registration statement. While potential investors in an initial public offering typically have a private right of action against the underwriters of the offering for any of these material misstatements or omissions, there are no underwriters of the StablecoinX Common Stock that will be issued pursuant to the Business Combination and thus no corresponding right of action is available to investors in the Business Combination for any material

misstatement or omissions in the Registration Statement or this proxy statement/prospectus. Therefore, as an investor in the Business Combination, you may be exposed to future losses, impairment charges, write-downs, write-offs or other charges, as described above, that could have a significant negative effect on StablecoinX’s financial condition, results of operations and the share price of StablecoinX Class A Common Stock, which could cause you to lose some or all of your investment without certain recourse against any underwriter that may be available in an underwritten public offering.

TLGY’s Organizational Documents waive the doctrine of corporate opportunity.

TLGY’s Organizational Documents provide that TLGY renounces its interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of TLGY and such opportunity is one TLGY is legally and contractually permitted to undertake and would otherwise be reasonable for TLGY to pursue, and to the extent the director or officer is permitted to refer that opportunity to TLGY without violating another legal obligation. TLGY believes there were no such corporate opportunities that were not presented as a result of these provisions in its Organizational Documents, but TLGY cannot assure you that this provision did not impact its search for a business combination target.

Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect TLGY’s business, including its ability to negotiate and complete its initial business combination, and results of operations.

TLGY is subject to laws and regulations enacted by national, regional and local governments. In particular, TLGY will be required to comply with certain SEC and other legal requirements. Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly. Those laws and regulations and their interpretation and application may also change from time to time and those changes could have a material adverse effect on TLGY’s business, investments and results of operations. In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on TLGY’s business, including its ability to negotiate and complete its initial business combination, and results of operations.

If we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to complete the Business Combination or another initial business combination or force us to abandon our efforts to complete an initial business combination.

If we are deemed to be an investment company under the Investment Company Act, our activities may be restricted, including:

•        restrictions on the nature of our investments; and

•        restrictions on the issuance of securities, each of which may make it difficult for us to complete the Business Combination, or any other initial business combination.

In addition, we may have imposed upon us burdensome requirements, including:

•        registration as an investment company with the SEC;

•        adoption of a specific form of corporate structure; and

•        reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations that we are not subject to.

In order not to be regulated as an investment company under the Investment Company Act, unless we can qualify for an exclusion, we must ensure that we are engaged primarily in a business other than investing, reinvesting or trading of securities and that our activities do not include investing, reinvesting, owning, holding or trading “investment securities” constituting more than 40% of our assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis. Our business is to identify and complete an initial business combination, such as the Business Combination, and thereafter to operate the post-transaction business or assets for the long term. We do not plan to buy businesses or assets with a view to resale or profit from their resale. We do not plan to buy unrelated businesses or assets or to be a passive investor.

In 2024, the SEC provided guidance that the determination of whether a SPAC, like us, is an “investment company” under the Investment Company Act is a facts and circumstances determination requiring individualized analysis and depends on a variety of factors, including a SPAC’s duration, asset composition, business purpose and activities. When applying these factors to us we do not believe that our principal activities will subject us to the Investment Company Act. To this end, TLGY was formed for the purpose of completing an initial business combination with one or more businesses, such as the Business Combination with SC Assets. Since our inception, our business has been and will continue to be focused on identifying and completing the Business Combination with SC Assets, or another initial business combination, and thereafter, operating the post-transaction business or assets for the long term. Further, we do not plan to buy businesses or assets with a view to resale or profit from their resale and we do not plan to buy unrelated businesses or assets or to be a passive investor. In addition, the proceeds held in the Trust Account were invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. By restricting the investment of the proceeds in this manner, and by focusing our directors’ and officers’ time toward, and operating our business for the purpose of, acquiring and growing businesses for the long term (rather than buying and selling businesses in the manner of a merchant bank or private equity fund or investing in assets for the purpose of achieving investment returns on such assets), we intend to avoid being deemed an “investment company” within the meaning of the Investment Company Act. Further, investing in our securities is not intended for persons who are seeking a return on investments in government securities or investment securities. Instead, the Trust Account is intended as a holding place for funds pending the earliest to occur of either: (i) the completion of our initial business combination; (ii) the redemption of any Public Shares properly submitted in connection with a shareholder vote to amend the TLGY Organizational Documents (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our Public Shares if we do not complete our initial business combination within the completion window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity; or (iii) absent an initial business combination within the completion window, our return of the funds held in the Trust Account to our Public Shareholders as part of our redemption of the Public Shares. If we do not invest the proceeds as described above, we may be deemed to be subject to the Investment Company Act.

If we were deemed to be an investment company for purposes of the Investment Company Act, we would need to register as such under the Investment Company Act and compliance with these additional regulatory burdens would require additional expenses for which we have not allotted funds and may hinder our ability to complete the Business Combination or any other initial business combination. We may also be forced to abandon our efforts to complete an initial business combination and instead be required to liquidate the Trust Account. In which case, our investors would not be able to realize the potential benefits of owning shares in a successor operating business, including the potential appreciation in the value of our securities following such a transaction, and our Warrants would expire worthless. For illustrative purposes, in connection with the liquidation of our Trust Account, our Public Shareholders may receive only approximately $[•] per Public Share, which is based on estimates as of the Record Date, or less in certain circumstances, and our warrants may expire worthless. Further, under the subjective test of a “investment company” pursuant to Section 3(a)(1)(A) of the Investment Company Act, even if the funds deposited in the Trust Account were invested in the assets discussed above, there is a risk that we could be deemed an investment company and subject to the Investment Company Act based on the length of time such funds are invested in such assets.

We may not be able to complete the Business Combination, or another initial business combination, since such initial business combination may be subject to regulatory review and approval requirements, including foreign investment regulations and review by government entities such as the Committee on Foreign Investment in the United States (“CFIUS”), or may be ultimately prohibited.

The Business Combination or another initial business combination may be subject to regulatory review and approval requirements by governmental entities, or ultimately prohibited. For example, CFIUS has authority to review direct or indirect foreign investments in U.S. businesses. Among other things, CFIUS is empowered to (i) require parties to certain transactions subject to CFIUS jurisdiction to make mandatory filings, (ii) charge filing fees related to CFIUS filings (voluntary or mandatory), and (iii) self-initiate national security reviews of foreign direct and indirect investments in U.S. businesses if the parties to the transaction choose not to file voluntarily. In the case that CFIUS determines an investment to present risks to U.S. national security, CFIUS has the power to require mitigation measures with respect to the transaction or recommend that the President of the United States block the transaction if the parties

do not voluntarily abandon it. Whether CFIUS has jurisdiction to review an acquisition or investment transaction depends on — among other factors — the nature and structure of the transaction, including the level of beneficial ownership interest and the nature of any information or governance rights involved. For example, investments that result in “control” of a U.S. business by a foreign person always are subject to CFIUS jurisdiction. CFIUS’s expanded jurisdiction under the Foreign Investment Risk Review Modernization Act of 2018 and its implementing regulations that became effective on February 13, 2020, further includes investments that do not result in control of a U.S. business by a foreign person but afford foreign investors certain information or governance rights in certain U.S. businesses that have a nexus to “critical technologies”, “critical infrastructure” and/or “sensitive personal data”.

The Current Sponsors are Delaware-organized entities and the majority of its economic interests are owned by U.S. citizens. Accordingly, we do not believe that either of the Current Sponsors is a “foreign person” as defined in the CFIUS regulations. We are organized in the Cayman Islands and may be deemed a foreign person by CFIUS. It is also possible that non-U.S. persons could be involved in the Business Combination or another initial business combination (e.g., as existing shareholders of a target company or as PIPE investors), which may increase the risk that our initial business combination becomes subject to regulatory review, including review by CFIUS. As such, an initial business combination with a U.S. business or foreign business with U.S. subsidiaries that we may wish to pursue may be subject to CFIUS review. If a particular proposed initial business combination with a U.S. business falls within CFIUS’s jurisdiction, we may determine that we are required to make a mandatory filing or that we will submit to CFIUS review on a voluntary basis, or to proceed with the transaction without submitting to CFIUS and risk CFIUS intervention, before or after closing the transaction. CFIUS may decide to block or delay our proposed initial business combination, require mitigation measures with respect to such initial business combination or request the President of the United States to order us to divest all or a portion of the U.S. target business of our initial business combination that we acquired without first obtaining CFIUS approval. This may limit the attractiveness of, delay or prevent us from pursuing certain target companies that we believe would otherwise be beneficial to us and our shareholders. As a result, the pool of potential targets with which we could complete an initial business combination may be limited and we may be adversely affected in terms of competing with other special purpose acquisition companies which do not have any foreign ownership issues. In addition, certain businesses may be subject to rules or regulations that limit or impose additional requirements with respect to foreign ownership.

The process of government review, whether by CFIUS or otherwise, could be lengthy. Because we have only a limited time to complete our initial business combination, our failure to obtain any required approvals within the requisite time period may require us to liquidate. If we are unable to consummate our initial business combination within the applicable time period required under our amended and restated memorandum and articles of association, including as a result of extended regulatory review of a potential initial business combination, we will, as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares for a pro rata portion of the funds held in the Trust Account, subject to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. In such event, our shareholders will miss the opportunity to benefit from an investment in a target company and the appreciation in value of such investment. Additionally, the TLGY Warrants may be worthless.

If you or a “group” of shareholders are deemed to hold in excess of 15% of the Public Shares, you may lose the ability to redeem all such shares in excess of 15% of our Public Shares.

The TLGY Organizational Documents provide that a Public Shareholder, together with any affiliate of such shareholder or any other Person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its Public Shares with respect to more than an aggregate of 15% of the Public Shares, which we refer to as the “Excess Shares”, without our prior consent. However, we would not be restricting our shareholders’ ability to vote all of their shares (including Excess Shares) for or against our initial business combination. Your inability to redeem the Excess Shares will reduce your influence over our ability to complete the Business Combination and you could suffer a material loss on your investment in us if you sell Excess Shares in open market transactions. Additionally, you will not receive redemption distributions with respect to the Excess Shares if we complete the Business Combination. And as a result, you will continue to hold that number of Public Shares exceeding 15% and, in order to dispose of such shares, would be required to sell your shares in open market transactions, potentially at a loss.

You will not have any rights or interests in funds from the Trust Account, except under certain limited circumstances. Therefore, to liquidate your investment, you may be forced to sell your Public Shares or Public Warrants, potentially at a loss.

Our Public Shareholders will be entitled to receive funds from the Trust Account only upon the earliest of: (i) our completion of an initial business combination, and then only in connection with those Public Shares that such shareholder properly elected to redeem, subject to the limitations and on the conditions described herein; (ii) the redemption of any Public Shares properly submitted in connection with a shareholder vote to amend our TLGY Organizational Documents (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our Public Shares if we do not complete our initial business combination by the outside date under the TLGY Organizational Documents (which will be April 16, 2026 if and to the extent the period of time to consummate a business combination is extended to the fullest extent possible in accordance with the terms of the TLGY Organizational Documents, or if such date is extended in accordance with the terms of the TLGY Organizational Documents, such later date) or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity; and (iii) the redemption of our Public Shares if we are unable to complete an initial business combination by the outside date under the TLGY Organizational Documents (which will be April 16, 2026 if and to the extent the period of time to consummate a business combination is extended to the fullest extent possible in accordance with the terms of the TLGY Organizational Documents, or if such date is extended in accordance with the terms of the TLGY Organizational Documents, such later date), subject to applicable law and as further described herein. In no other circumstances will Public Shareholders have any right or interest of any kind in the Trust Account. Holders of Public Warrants will not have any right to the proceeds held in the Trust Account with respect to the Public Warrants. Accordingly, to liquidate your investment, you may be forced to sell your Public Shares or Public Warrants, potentially at a loss.

A Public Shareholder’s decision whether to redeem its shares for a pro rata portion of the Trust Account may not put such shareholder in a better future economic position.

The price at which a stockholder may be able to sell its shares of StablecoinX Class A Common Stock in the future following the completion of the Business Combination (or shares received or retained in connection with any alternative business combination) is not determinable as of the date of this proxy statement/prospectus. Certain events following the consummation of the Business Combination may cause an increase in StablecoinX’s share price and may result in a lower value realized now than a Public Shareholder might realize in the future had the shareholder redeemed their Public Shares. Similarly, if a Public Shareholder does not redeem their Public Shares, the shareholder will bear the risk of ownership of StablecoinX Class A Common Stock after the consummation of the Business Combination, and a stockholder may not be able to sell its StablecoinX Class A Common Stock in the future for a greater amount than the redemption price set forth in this proxy statement/prospectus. A Public Shareholder should consult, and rely solely upon, the shareholder’s own tax and/or financial advisor for assistance on how this may affect his, her or its individual situation.

The net cash available to StablecoinX from the Trust Account and the financings described in this proxy statement/prospectus in respect of each Public Share that is not redeemed will be materially less than the price per share ascribed in the Business Combination Agreement to the shares of StablecoinX Class A Common Stock to be issued to the Sellers.

In recent litigation following the closing of other “deSPAC” transactions, plaintiffs have alleged that it was a material omission for the SPAC not to have disclosed in its proxy statement/prospectus that the “net cash per public share” of the SPAC was materially below the price per share ascribed to the combined company’s shares to be issued to the target shareholders in the business combination. While such litigation has been brought against Delaware SPACs in Delaware courts (and TLGY is a Cayman Islands exempted company), and without acknowledging the relevance of the net cash per share information or the merits of any such claim, Public Shareholders should be aware that the net cash available to StablecoinX from the Trust Account and the financings described in this proxy statement/prospectus in respect of each Public Share that is not redeemed will be materially less than the price per share ascribed in the Business Combination Agreement to the shares of StablecoinX Class A Common Stock to be issued to the Sellers due to the expenses attributable to TLGY, dilution from the shares of StablecoinX Class A Common Stock that will be issued upon conversion of the Founder Shares and potential dilution from the Series A Preferred Stock and Series A Preferred Investor Warrants.

For illustrative purposes, using an assumed Redemption Price of approximately $12.40 per share, (1) under the No Redemptions Scenario, such amount would be equal to $0.07 per share, which is the quotient of (a) $12.6 million, which is the TLGY Closing Cash in the No Redemptions Scenario, including (i) approximately $6.1 million in cash from the Trust Account (as of June 30, 2025, assuming no redemptions), plus (ii) approximately $18.5 million of cash funded pursuant to the PIPE Investments, less (iii) the repayment of promissory notes to the Sponsors of $5.9 million, less (iv) the amount of estimated transaction expenses of $6.1 million, divided by (b) 180,796,666, which is the sum of (i) 489,887 (which is the number of Public Shares outstanding assuming no redemptions), plus (ii) 160,825,840 (which is the total estimated number of PIPE Shares), plus (iii) 5,444,900 (which is the estimated number of Founder Shares that will remain outstanding upon the Closing, held by the Sponsor and other TLGY Insiders, plus (iv) 14,036,039 (which is the estimated number of Shares to be issued to Ethena pursuant to the Contribution Agreement), and (2) under the Maximum Redemptions Scenario, such amount would be equal to $0.04 per share, which is the quotient of (a) $6.5 million, which is the TLGY Closing Cash in the Maximum Redemptions Scenario, including (i) approximately $0.0 million in cash remaining in the Trust Account (after redemptions of $6.1 million under the Maximum Redemptions Scenario), plus (ii) approximately $18.5 million of cash funded pursuant to the PIPE Investments, less (iii) the repayment of promissory notes to the Sponsors of $5.9 million, less (iv) the amount of estimated transaction expenses of $6.1 million, divided by (b) 180,306,779, which is the sum of (i) 0 (which is the number of Public Shares outstanding assuming maximum redemptions), plus (ii) 160,825,840 (which is the total estimated number of PIPE Shares), plus (iii) 5,444,900 (which is the estimated number of Founder Shares that will remain outstanding upon the Closing, held by the Sponsor and other TLGY Insiders, plus (iv) 14,036,039 (which is the estimated number of Shares to be issued to Ethena pursuant to the Contribution Agreement). In either case, such “net cash per public share” would be less than the $10.00 price per share ascribed to the StablecoinX Class A Common Stock to be issued to the Sellers in the Business Combination Agreement. This calculation does not take into account that, upon Closing, SC Assets will be part of StablecoinX along with the cash from the Trust Account and PIPE Investment, and all stockholders of StablecoinX — not just the Public Shareholders — will bear the dilutive impact of the transaction expenses and the shares held by the Sponsor.

For additional information, including calculations of the net cash available from the Trust Account per Public Share and calculations of the net tangible book value per share see the sections of this proxy statement/prospectus entitled “Questions and Answers For Shareholders of TLGY — What happens if a substantial number of the Public Shareholders vote in favor of the Business Combination Proposal and exercise their redemption rights?” and “Summary of the Proxy Statement/Prospectus — Dilution”.

If a Public Shareholder fails to receive notice of our offer to redeem the Public Shares in connection with the Business Combination, or fails to comply with the procedures for submitting or tendering its Public Shares, such Public Shares may not be redeemed.

Pursuant to the TLGY Organizational Documents, a Public Shareholder may request to redeem all or a portion of its Public Shares for cash in connection with the completion of the Business Combination. Public Shareholders may demand. As a Public Shareholder, you will be entitled to receive cash for any Public Shares to be redeemed only if you:

(a)     (i) hold Public Shares or (ii) hold Public Shares through TLGY Units and elect to separate your TLGY Units into the underlying Public Shares and Public Warrants prior to exercising your redemption rights with respect to the Public Shares;

(b)    submit a written request to Continental in which you (i) request to exercise your redemption rights with respect to all or a portion of your Public Shares for cash, and (ii) identify yourself as the beneficial holder of the Public Shares and provide your legal name, phone number and address; and

(c)     deliver your share certificates for Public Shares (if any) along with the redemption forms to Continental, physically or electronically through DTC.

Public Shareholders must complete the procedures for electing to redeem their Public Shares in the manner described above prior to [•], Eastern Time, on [•] (two business days before the initially scheduled date of the extraordinary general meeting) in order for their Public Shares to be redeemed. Any Public Shareholders who fails to properly elect to redeem their Public Shares and deliver their Public Shares in the manner described above will not be entitled to have her or his shares redeemed. See the section entitled “Extraordinary General Meeting of TLGY — Redemption Rights” for the procedures to be followed if you wish to have your Public Shares redeemed for cash.

If we are unable to consummate the Business Combination or another initial business combination by the date required in the TLGY Organizational Documents, the Public Shareholders may be forced to wait beyond such date before redemption from our Trust Account.

If we are unable to consummate the Business Combination or another initial business combination by the date required in the TLGY Organizational Documents, the proceeds then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less taxes payable), will be used to fund the redemption of our Public Shares, as further described herein. Any redemption of Public Shareholders from the Trust Account will be effected automatically by function of the TLGY Organizational Documents prior to any voluntary winding up. If we are required to wind-up, liquidate the Trust Account and distribute such amount therein, pro rata, to our Public Shareholders, as part of any liquidation process, such winding up, liquidation and distribution must comply with the applicable provisions of the Companies Act. In that case, investors may be forced to wait beyond the end of the completion window before the redemption proceeds of our Trust Account become available to them, and they receive the return of their pro rata portion of the proceeds from our Trust Account. We have no obligation to return funds to investors prior to the date of our redemption or liquidation unless we consummate the Business Combination or another initial business combination prior thereto and only then in cases where investors have properly sought to redeem their Public Shareholders. Only upon our redemption or any liquidation will Public Shareholders be entitled to distributions if we are unable to complete the Business Combination or another initial business combination.

There is no assurance that TLGY’s due diligence will reveal all material risks that may be present with regard to SC Assets. Subsequent to the consummation of the Business Combination, StablecoinX may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on its financial condition, results of operations and the share price of its securities, which could cause you to lose some or all of your investment.

TLGY cannot assure you that the due diligence conducted in relation to the Ethena ecosystem and the digital assets industry more broadly has identified all material issues or risks associated therewith, Ethena’s business or the industry in which it competes, or that it would be possible to uncover all material issues through a customary amount of due diligence or that risks outside of TLGY’s control will not later arise. As a result of these factors, TLGY may incur additional costs and expenses and StablecoinX may be forced to later write-down or write-off assets, restructure its operations, or incur impairment or other charges that could result in its reporting losses. Even if TLGY’s due diligence has identified certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with its preliminary risk analysis. If any of these risks materialize, this could have a material adverse effect on StablecoinX’s financial condition and results of operations and could contribute to negative market perceptions about its securities of StablecoinX. Accordingly, any shareholders of TLGY who choose to remain StablecoinX stockholders following the Business Combination could suffer a reduction in the value of their shares and warrants. Such shareholders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by TLGY’s officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the registration statement or proxy statement/prospectus relating to the Business Combination contained an actionable material misstatement or material omission.

TLGY may be targeted by securities actions and derivative suits that could result in substantial costs and may delay or prevent the consummation of the Business Combination.

Securities actions and derivative suits are often brought against public companies that have entered into Business Combination Agreements. Even if the lawsuits are without merit, defending against them could result in substantial costs and divert management time and resources. An adverse judgment could result in monetary damages, which could have a negative impact on TLGY’s liquidity and financial condition, or could result in equitable relief, such as an injunction prohibiting completion of the Business Combination. Any such judgment may delay or prevent the Business Combination from being completed, or from being completed within the expected timeframe, which may adversely affect TLGY’s and SC Assets’ respective business, financial condition, and results of operation.

TLGY’s independent registered public accounting firm’s report for TLGY contains an explanatory paragraph that expresses substantial doubt about its ability to continue as a “going concern.”

TLGY has incurred and expects to continue to incur costs in pursuit of its financing and acquisition plans. TLGY cannot assure you that its plans to raise capital or to complete an initial business combination will be successful. These factors, among others, raise substantial doubt about TLGY’s ability to continue as a going concern if TLGY fails to complete its initial business combination within the next 12 months. The financial statements of TLGY contained elsewhere in this proxy statement/prospectus do not include any adjustments that might result from its inability to continue as a going concern.

StablecoinX will incur increased costs as a result of being a public company.

As a privately held company, SC Assets has not been required to comply with certain corporate governance and financial reporting practices required of a publicly traded company. As a publicly traded company, StablecoinX will incur significant legal, accounting, and other expenses that SC Assets was not required to incur in the past, particularly after it is no longer an “emerging growth company.” In addition, new and changing laws, regulations, and standards relating to corporate governance and public disclosure, including changing regulations of the SEC and Nasdaq, have created uncertainty for public companies and have increased the costs and the time that the StablecoinX Board and management must devote to compliance. Furthermore, the need to establish the corporate infrastructure demanded of a public company may divert StablecoinX management’s attention from implementing its growth strategy, which could negatively affect StablecoinX’s business, results of operations, and financial condition.

SC Assets expects to qualify as a controlled company under applicable securities exchange rules and expects to avail itself of applicable exemptions from the corporate governance requirements thereof.

SC Assets expects to qualify as a “controlled company” as defined under the Nasdaq rules, or any other national securities exchange on which its shares may be listed, since Ethena will beneficially own more than 50% of its total voting power. For so long as SC Assets remains a controlled company under this definition, it is also permitted to elect to rely on certain exemptions from corporate governance rules. As a result, you will not have the same protection afforded to shareholders of companies that are subject to these corporate governance requirements. For example, SC Assets expects to utilize the exemption that controlled companies are not required to have a board that is composed of a majority of “independent directors,” as defined under the rules of Nasdaq.

TLGY’s shareholders who do not redeem their Public Shares will have a reduced economic ownership and no voting interest after the Business Combination and will exercise less influence over management.

Upon the issuance of StablecoinX Class A Common Stock in connection with the Business Combination, the economic ownership percentage of Public Shareholders who do not redeem their Public Shares will be diluted, including due to the issuance of the shares of StablecoinX Class A Common Stock to the PIPE Investors, Ethena, the Sellers and the TLGY Insiders. The percentage of StablecoinX Class A Common Stock that will be owned by Public Shareholders as a group will vary based on several factors, including the number of Public Shares for which the holders thereof request redemption in connection with the Business Combination and the fair market value of ENA Token at the Closing which will impact the number of shares that will be issued in accordance with the terms of the PIPE Subscription Agreement, the Contribution Agreement and the Sponsor Support Agreement. To illustrate the potential economic ownership percentages of Public Shareholders under different redemption levels, based on the number of issued and outstanding TLGY Ordinary Shares on September 26, 2025, and based on the number of shares of StablecoinX Class A Common Stock expected to be issued in the Business Combination in various scenarios, non-redeeming Public Shareholders, as a group, will own (assuming the fair market value of ENA Tokens at the Closing is $0.7037 per token):

•        in the No Redemption Scenario, 0.3% of StablecoinX Class A Common Stock expected to be outstanding immediately after the Business Combination;

•        in the 50% Redemptions Scenario, 0.1% of StablecoinX Class A Common Stock expected to be outstanding immediately after the Business Combination; or

•        in the Maximum Redemption Scenario, 0.0% of StablecoinX Class A Common Stock expected to be outstanding immediately after the Business Combination.

The economic ownership percentage with respect to StablecoinX following the Business Combination does not take into account the following potential issuances of securities, which will result in further dilution to Public Shareholders who do not redeem their Public Shares:

•        the issuance of up to 11,500,000 shares upon exercise of the Public Warrants at a price of $11.50 per share;

•        if the Sponsors, or TLGY’s officers, directors or their affiliates make any working capital loans prior to the closing of the Business Combination, they may convert up to $1,500,000 of those loans into 1,500,000 warrants at a price of $1.00 per warrant; and

•        if the Sponsors, or TLGY’s officers, directors or their affiliates make any Extension Loans (namely, loans made to extend the time period for consummating the Business Combination) prior to the closing of the Business Combination, they may convert up to $3,000,000 of those loans into 3,000,000 warrants at a price of $1.00 per warrant.

Further, because the Public Shareholders will receive only shares of StablecoinX Class A Common Stock in exchange for the TLGY Class A Ordinary Shares held by them in the SPAC Merger, which are non-voting shares, the Public Shareholders will have no votes per share held by them. As a result, the Public Shareholders, as a group, will have no influence on the board of directors, management and policies of StablecoinX, which is less than they now have on the board of directors, management and policies of TLGY.

TLGY is dependent upon its executive officers and directors and their departure could adversely affect TLGY’s ability to operate and to consummate the initial business combination.    Additionally, TLGY’s executive officers and directors also allocate their time to other businesses, thereby causing potential conflicts of interest that could have a negative impact on TLGY’s ability to complete the initial business combination.

TLGY’s operations and its ability to consummate the Business Combination are dependent upon a relatively small group of individuals and, in particular, its executive officers and directors. TLGY believes that its success depends in part on the continued service of its executive officers and directors, at least until the completion of the Business Combination. TLGY does not have an unemployment agreement with, or key-man insurance on the life of, any of its directors or executive officers. The unexpected loss of the services of one or more of TLGY’s directors or executive officers could have a detrimental effect on TLGY and the ability to consummate the Business Combination. In addition, TLGY’s executive officers and directors are not required to commit any specified amount of time to its affairs and, accordingly, will have conflicts of interest in allocating management time among various business activities, including monitoring the due diligence and undertaking the other actions required in order to consummate the Business Combination. Each of TLGY’s executive officers is engaged in several other business endeavors for which they may be entitled to substantial compensation, and TLGY’s directors also serve as officers and directors for other entities. If TLGY’s executive officers’ and directors’ other business affairs require them to devote substantial amounts of time to such affairs in excess of their current commitment levels, it could limit their ability to devote time to TLGY’s affairs, which may have a negative impact on TLGY’s ability to consummate the Business Combination.

StablecoinX’s future success depends in part on recruiting and retaining key personnel. The loss of key personnel or the hiring of ineffective personnel after the Business Combination could negatively impact the operations and profitability of StablecoinX.

StablecoinX’s ability to be successful after the Closing will be dependent upon the efforts of its key personnel. It is currently anticipated that Young Cho, the Chief Executive Officer of TLGY and SC Assets, will be the Chief Executive Officer or Chief Financial Officer of StablecoinX at Closing and other key personnel of TLGY may potentially remain with StablecoinX in senior management or advisory positions following the Business Combination. In addition to other challenges they may face, such individuals may be unfamiliar with the digital asset and cryptocurrency industry, which could cause StablecoinX’s management to have to expend time and resources helping them become familiar with such industry. StablecoinX cannot assure you that it will be successful in integrating and retaining such key personnel, or in identifying and recruiting additional key individuals StablecoinX determines may be necessary following the Business Combination.

TLGY’s key personnel may negotiate employment or consulting agreements with StablecoinX in connection with the Business Combination. These agreements may provide for them to receive compensation following the Business Combination and as a result, may cause them to have conflicts of interest in determining whether the Business Combination is advantageous.

It is currently expected that Young Cho, the Chief Executive Officer of TLGY and SC Assets, will be the Chief Executive Officer or Chief Financial Officer of StablecoinX after the completion of the Business Combination and Edward Chen, the managing partner of the managing member of the Current Sponsors and Chairman of SC Assets will serve as a member of the StablecoinX Board at Closing. Messrs. Cho and Chen and other key personnel of TLGY may be able to remain with StablecoinX after the completion of the Business Combination only if they are able to negotiate employment or consulting agreements in connection with the Business Combination. Such negotiations may take place prior to the consummation of the Business Combination and could provide for such individuals to receive compensation in the form of cash payments and/or securities of StablecoinX for services they would render to StablecoinX after the completion of the Business Combination. The personal and financial interests of such individuals may influence their motivation in connection with the consummation of the Business Combination. However, TLGY believes the ability of such individuals to remain with StablecoinX after the completion of the Business Combination will not be the determining factor in their decisions regarding the consummation of the Business Combination. There is no certainty, however, that any of TLGY’s key personnel will work with StablecoinX after the consummation of the Business Combination. TLGY cannot assure you that any of its key personnel will have senior management or advisory positions with StablecoinX. See also “— Directors and officers of TLGY have potential conflicts of interest in recommending that shareholders vote in favor of approval of the Business Combination and approval of the other proposals described in this proxy statement/prospectus.”

The unaudited pro forma financial information included elsewhere in this proxy statement/prospectus may not be indicative of what StablecoinX’s actual financial position or results of operations would have been had the Business Combination been completed at or as of the dates incurred.

TLGY and SC Assets currently operate as separate companies and have had no prior history as a combined entity, and TLGY’s and SC Assets’ operations have not previously been managed on a combined basis. The pro forma financial information included in this proxy statement/prospectus is presented for informational purposes only and is not necessarily indicative of the financial position or results of operations that would have actually occurred had the Business Combination been completed at or as of the dates indicated, nor is it indicative of the future operating results or financial position of StablecoinX. The pro forma statement of operations does not reflect future nonrecurring charges resulting from the Business Combination. The unaudited pro forma financial information does not reflect future events that may occur after the Business Combination and does not consider potential impacts of future market conditions on revenues or expenses. The pro forma financial information included in the section entitled “Unaudited Pro Forma Condensed Combined Financial Information” has been derived from TLGY’s and SC Assets’ historical financial statements and certain adjustments and assumptions have been made regarding StablecoinX after giving effect to the Business Combination. There may be differences between preliminary estimates in the pro forma financial information and the final acquisition accounting, which could result in material differences from the pro forma information presented in this proxy statement/prospectus in respect of the estimated financial position and results of operations of StablecoinX.

In addition, the assumptions used in preparing the pro forma financial information may not prove to be accurate and other factors may affect StablecoinX’s financial condition or results of operations following the Closing. Any potential decline in StablecoinX’s financial condition or results of operations may cause significant variations in StablecoinX’s stock price.

The ability of TLGY’s Public Shareholders to exercise redemption rights with respect to a large number of its Public Shares may not allow it to complete the Business Combination or optimize the capital structure of StablecoinX and may increase the probability that the Business Combination would be unsuccessful and that you will have to wait for liquidation in order to redeem your shares.

At the time of entering into the Business Combination Agreement, TLGY did not know how many shareholders may exercise their redemption rights, and therefore, TLGY needed to structure the transaction based on its expectations as to the number of shares that will be submitted for redemption. The consummation of the Business Combination is conditioned upon, among other things, (i) the receipt of the TLGY shareholder approval of the Condition Precedent

Proposals, (ii) the consummation of the Transactions not being prohibited by applicable law, (iii) effectiveness of the Registration Statement, (iv) the shares of StablecoinX Class A Common Stock having been approved for listing on Nasdaq, the New York Stock Exchange or another national stock exchange, subject to notice of issuance, (v) the PIPE having been fully funded in accordance with the PIPE Subscription Agreements, (vi) Ethena having completed the ENA Contribution in accordance with the Contribution Agreement, (vii) the completion of the purchase of the Locked ENA Tokens from Ethena OpCo in accordance with the terms of the Token Purchase Agreements, (viii) the Collaboration Agreement being in full force and effect and (ix) the Token Purchase Agreements being in full force and effect. Therefore, unless these conditions are waived by the applicable parties to the Business Combination Agreement, the Business Combination Agreement could terminate and the Business Combination may not be consummated. For further details, see “Business Combination Proposal — Conditions to Closing of the Business Combination” and “— Termination.”

If the Business Combination does not close, you would not receive your pro rata portion of the Trust Account until TLGY liquidates the Trust Account or consummates an alternative initial business combination (beyond any extension periods currently included in the TLGY Organizational Documents) or certain other corporate actions as set forth in the TLGY Organizational Documents. If you are in need of immediate liquidity, you could attempt to sell your stock in the open market; however, at such time TLGY’s shares may trade at a discount to the pro rata amount per share in the Trust Account or there may be limited market demand at such time. In either situation, you may suffer a material loss on your investment or lose the benefit of funds expected in connection with TLGY’s redemption until TLGY liquidates, consummates an alternative initial business combination (beyond any extension periods current included in the TLGY Organizational Documents) or takes certain other actions set forth in the TLGY Organizational Documents.

TLGY’s Sponsors and the other Founder Shareholders, as well as TLGY’s directors, executive officers, advisors and their respective affiliates may elect to purchase Public Shares prior to the consummation of the Business Combination, which may influence the vote on the Business Combination and may make it more difficult for StablecoinX to obtain the listing of its StablecoinX Class A Common Stock at Closing.

TLGY’s Sponsors and the other Founder Shareholders, as well as TLGY’s directors, officers, advisors or their respective affiliates may purchase Public Shares in privately negotiated transactions or in the open market either prior to or following the completion of the Business Combination, although they are under no obligation to do so and they have no current commitments, plans or intentions to engage in such transactions. None of the funds in the Trust Account will be used to purchase Public Shares in such transactions. For additional information, see “Extraordinary General Meeting of TLGY — Potential Purchases of Public Shares”.

In the event that any of the Sponsors, other Founder Shareholders, TLGY’s directors, officers or advisors or any of their respective affiliates purchase Public Shares in privately negotiated transactions from Public Shareholders who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their Public Shares. The purpose of any such purchases of Public Shares could be to vote such shares in favor of the Business Combination and thereby increase the likelihood of obtaining shareholder approval of the Business Combination or to satisfy a closing condition in the Business Combination Agreement, where it appears that such requirement would otherwise not be met. Any such purchases of Public Shares may result in the completion of the Business Combination that may not otherwise have been possible.

In addition, if such purchases are made, it could reduce the number of publicly held shares of StablecoinX Class A Common Stock after the Closing and the number of beneficial holders of StablecoinXs securities at Closing may be reduced, possibly making it more difficult to obtain the quotation, listing or trading of StablecoinXs securities on a national securities exchange at Closing.

If third parties bring claims against TLGY, the proceeds held in the Trust Account could be reduced and the per share redemption amount received by Public Shareholders may be less than $10.20 per share (which was the per share amount initially deposited into the Trust Account at the IPO).

TLGY’s placing of funds in the Trust Account may not protect those funds from third-party claims against TLGY. Although TLGY has and will continue to seek to have all vendors, service providers (other than its independent registered public accounting firm), prospective target businesses or other entities with which TLGY does business execute agreements with TLGY waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account, there is no guarantee that they will execute such agreements or even if they execute such agreements that they would be prevented from bringing claims against the Trust Account, including, but not limited to, fraudulent

inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against its assets, including the funds held in the Trust Account. If any third party refuses to execute an agreement waiving such claims to the monies held in the Trust Account, its management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third party that has not executed a waiver if management believes that such third party’s engagement would be significantly more beneficial to TLGY than any alternative.

Examples of possible instances where TLGY may engage a third party that refuses to execute a waiver include the engagement of a third party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with TLGY and will not seek recourse against the Trust Account for any reason. Upon redemption of TLGY’s Public Shares, if TLGY is unable to complete its business combination within the prescribed time frame, or upon the exercise of a redemption right in connection with its business combination, TLGY will be required to provide for payment of claims of creditors that were not waived that may be brought against it within the ten years following redemption. Accordingly, the per share redemption amount received by Public Shareholders could be less than the $10.20 per share initially held in the Trust Account, due to claims of such creditors. In order to protect the amounts held in the Trust Account, the Former Sponsor has agreed to be liable to TLGY if and to the extent any claims by a vendor for services rendered or products sold to TLGY, or a prospective target business with which TLGY has discussed entering into a transaction agreement, reduces the amount of funds in the Trust Account. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under its indemnity of the underwriters of its IPO against certain liabilities, including liabilities under the Securities Act. Moreover, even in the event that an executed waiver is deemed to be unenforceable against a third party, the Former Sponsor will not be responsible to the extent of any liability for such third party claims. TLGY has not independently verified whether the Former Sponsor has sufficient funds to satisfy its indemnity obligations and TLGY has not asked the Former Sponsor to reserve for such indemnification obligations. Therefore, TLGY cannot assure you that the Former Sponsor would be able to satisfy those obligations. None of TLGY’s officers will indemnify TLGY for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

Additionally, if TLGY is forced to file an insolvency case or an involuntary insolvency case is filed against TLGY which is not dismissed, or if TLGY otherwise enters compulsory or court supervised liquidation, the proceeds held in the Trust Account could be subject to applicable insolvency law, and may be included in its insolvent estate and subject to the claims of third parties with priority over the claims of its shareholders. To the extent any insolvency claims deplete the Trust Account, TLGY may not be able to return to its Public Shareholders $10.20 per share (which was the offering price in its IPO).

TLGY’s directors may decide not to enforce the indemnification obligations of the Former Sponsor, resulting in a reduction in the amount of funds in the Trust Account available for distribution to the Public Shareholders.

In the event that the proceeds in the Trust Account are reduced below the lesser of (i) $10.20 per share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.20 per public share due to reductions in the value of the trust assets, in each case less taxes payable, and the Former Sponsor asserts that it is unable to satisfy its obligations or that it has no indemnification obligations related to a particular claim, its independent directors would determine whether to take legal action against the Former Sponsor to enforce its indemnification obligations. While TLGY currently expects that its independent directors would take legal action on its behalf against the Former Sponsor to enforce its indemnification obligations to TLGY, it is possible that its independent directors in exercising their business judgment and subject to their fiduciary duties may choose not to do so in any particular instance. If TLGY’s independent directors choose not to enforce these indemnification obligations, the amount of funds in the Trust Account available for distribution to its Public Shareholders may be reduced below $10.20 per share.

TLGY may not have sufficient funds to satisfy indemnification claims of its directors and executive officers.

TLGY has agreed to indemnify its founder, officers and directors and the Current Sponsors to the fullest extent permitted by law. However, its founder, officers and directors and the Current Sponsors have agreed to waive any right, title, interest or claim of any kind in or to any monies in the Trust Account and to not seek recourse against the Trust Account for any reason whatsoever. Accordingly, any indemnification provided will be able to be satisfied by TLGY only if (i) TLGY has sufficient funds outside of the Trust Account or (ii) TLGY consummates an initial business combination. TLGY obligation to indemnify its founder, officers and directors may discourage shareholders from bringing a lawsuit against its founder, officers or directors or the Current Sponsors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against its founder, officers and directors and the Current Sponsors, even though such an action, if successful, might otherwise benefit TLGY and its shareholders. Furthermore, a shareholder’s investment may be adversely affected to the extent TLGY pays the costs of settlement and damage awards against its founder, officers and directors and the Current Sponros pursuant to these indemnification provisions.

In the event TLGY distributes the proceeds in the Trust Account to its Public Shareholders and subsequently files an insolvency petition or an involuntary insolvency petition is filed against TLGY that is not dismissed, a court may seek to recover such proceeds, and TLGY and the TLGY Board may be exposed to claims of punitive damages.

If, after TLGY distributes the proceeds in the Trust Account to its Public Shareholders, TLGY files an insolvency petition or an involuntary insolvency petition is filed against TLGY that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or insolvency laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a court could seek to recover all amounts received by its shareholders. In addition, the TLGY Board may be viewed as having breached its fiduciary duty to its creditors and/or having acted in bad faith, thereby exposing it and TLGY to claims of punitive damages, by paying Public Shareholders from the Trust Account prior to addressing the claims of creditors. TLGY cannot assure you that claims will not be brought against TLGY for these reasons.

If, before distributing the proceeds in the Trust Account to TLGY’s Public Shareholders, TLGY files an insolvency petition or an involuntary insolvency petition is filed against TLGY that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of its shareholders and the per share amount that would otherwise be received by its shareholders in connection with its liquidation may be reduced.

If, before distributing the proceeds in the Trust Account to TLGY’s Public Shareholders, TLGY files an insolvency petition or an involuntary insolvency petition is filed against TLGY that is not dismissed, the proceeds held in the Trust Account could be subject to applicable insolvency law, and may be included in TLGY’s insolvent estate and subject to the claims of third parties with priority over the claims of its shareholders. To the extent any insolvency claims deplete the Trust Account, the per share amount that would otherwise be received by TLGY’s shareholders in connection with its liquidation may be reduced.

TLGY’s shareholders may be held liable for claims by third parties against TLGY to the extent of distributions received by them upon redemption of their shares.

If TLGY is forced to enter into an insolvent liquidation, any distributions received by shareholders could be viewed as an unlawful payment if it was proved that immediately following the date on which the distribution was made, TLGY was unable to pay its debts as they fall due in the ordinary course of business. As a result, a liquidator could seek to recover all amounts received by its shareholders. Furthermore, TLGY’s directors may be viewed as having breached their fiduciary duties to TLGY or its creditors and/or may have acted in bad faith, and thereby exposing themselves and its company to claims, by paying Public Shareholders from the Trust Account prior to addressing the claims of creditors. Claims may be brought against TLGY for these reasons. TLGY and its directors and officers who knowingly and willfully authorized or permitted any distribution to be paid out of the Trust Account while TLGY was unable to pay its debts as they fall due in the ordinary course of business would be guilty of an offence and may be liable to a fine of KYD$15,000 which equates to US$18,292.68 and to imprisonment for five years in the Cayman Islands.

TLGY is and StablecoinX will be an emerging growth company and a smaller reporting company within the meaning of the Securities Act, and if StablecoinX takes advantage of certain exemptions from disclosure requirements available to “emerging growth companies” or “smaller reporting companies,” this could make its securities less attractive to investors and may make it more difficult to compare its performance with other public companies.

StablecoinX is an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, and StablecoinX may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, (i) not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, (ii) reduced disclosure obligations regarding executive compensation in StablecoinX’s periodic reports and proxy statements, and (iii) exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. As a result, StablecoinX’s shareholders may not have access to certain information they may deem important. StablecoinX could be an emerging growth company for up to five years, although circumstances could cause it to lose that status earlier, including if the market value of the StablecoinX Class A Common Stock held by non-affiliates exceeds $700 million as of any June 30 before that time, in which case StablecoinX would no longer be an emerging growth company as of the following December 31. StablecoinX cannot predict whether investors will find its securities less attractive because StablecoinX will rely on these exemptions. If some investors find StablecoinX’s securities less attractive as a result of its reliance on these exemptions, the trading prices of its securities may be lower than they otherwise would be, there may be a less active trading market for its securities and the trading prices of its securities may be more volatile.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. StablecoinX has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, StablecoinX, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of its financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Additionally, TLGY is and StablecoinX will initially be a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. StablecoinX will remain a smaller reporting company until the last day of the fiscal year in which (i) the market value of the StablecoinX Class A Common Stock held by non-affiliates exceeds $250 million as of the prior June 30, or (ii) its annual revenues exceeded $100 million during such completed fiscal year and the market value of the StablecoinX Class A Common Stock held by non-affiliates exceeds $700 million as of the prior June 30. To the extent StablecoinX takes advantage of such reduced disclosure obligations, it may also make comparison of its financial statements with other public companies difficult or impossible.

Compliance obligations under the Sarbanes-Oxley Act may make it more difficult for TLGY to effectuate the Business Combination, require substantial financial and management resources and increase the time and costs of completing a business combination.

The fact that TLGY is a blank check company makes compliance with the requirements of the Sarbanes-Oxley Act particularly burdensome on TLGY as compared to other public companies. SC Assets is not a public reporting company required to comply with Section 404 of the Sarbanes-Oxley Act and StablecoinX management may not be able to effectively and timely implement controls and procedures that adequately respond to the increased regulatory compliance and reporting requirements that will be applicable to StablecoinX after the Business Combination. If TLGY is not able to implement the requirements of Section 404, including any additional requirements once TLGY is no longer an emerging growth company, in a timely manner or with adequate compliance, TLGY may not be able to assess whether its internal controls over financial reporting are effective, which may subject TLGY to adverse regulatory consequences and could harm investor confidence and the market price of StablecoinX Class A Common Stock. Additionally, once TLGY is no longer an emerging growth company, TLGY will be required to comply with the independent registered public accounting firm attestation requirement on its internal control over financial reporting.

Future sales, or the perception of future sales, by StablecoinX or its stockholders in the public market following the Business Combination could cause the market price for StablecoinX Class A Common Stock to decline.

Upon completion of the Business Combination, sales of a substantial number of shares of StablecoinX Class A Common Stock in the public market could occur at any time. These sales, or the perception in the market that the holders of a large number of shares intend to sell shares, could reduce the market price of StablecoinX Class A Common Stock.

It is anticipated that, upon completion of the Business Combination, (i) the Sellers will own, collectively, approximately 0.4%, 0.4% and 0.4% of the outstanding StablecoinX Class A Common Stock assuming the No Redemption Scenario, 50% Redemption Scenario and Maximum Redemption Scenario, respectively, (ii) TLGY Insiders will own approximately 3.0%, 3.0% and 3.0% of the outstanding StablecoinX Class A Common Stock assuming the No Redemption Scenario, 50% Redemption Scenario and Maximum Redemption Scenario, respectively, (iii) TLGY Public Shareholders will own, collectively, approximately 0.3%, 0.1% and 0.0% of the outstanding StablecoinX Class A Common Stock assuming the No Redemption Scenario, 50% Redemption Scenario and Maximum Redemption Scenario, respectively, (iv) the PIPE Investors will own, collectively, approximately 88.6%, 88.8% and 88.9% of the outstanding StablecoinX Class A Common Stock assuming the No Redemption Scenario, 50% Redemption Scenario and Maximum Redemption Scenario, respectively, and (v) Ethena will own, collectively, approximately 7.7%, 7.7% and 7.7% of the outstanding StablecoinX Class A Common Stock assuming the No Redemption Scenario, 50% Redemption Scenario and Maximum Redemption Scenario, respectively. These percentages assume that all TLGY warrants to purchase StablecoinX Class A Common Stock that will be outstanding immediately following the Closing have not been exercised. If the actual facts are different than these assumptions, the ownership percentages in StablecoinX will be different.

Although the Sponsors and certain of the Sellers will be subject to certain restrictions regarding the transfer of StablecoinX Class A Common Stock, these shares may be sold after the expiration or early termination of the respective applicable lock-ups under the Sponsor Support Agreements and the Lock-Up Agreements. StablecoinX intends to file one or more registration statements shortly after the Closing of the Business Combination to provide for the resale of such shares from time to time. As restrictions on resale end and the registration statements are available for use, the market price of StablecoinX Class A Common Stock could decline if the holders of currently restricted shares sell them or are perceived by the market as intending to sell them.

In the future, StablecoinX may also issue its securities in connection with investments or acquisitions. The amount of shares of StablecoinX Class A Common Stock issued in connection with an investment or acquisition could constitute a material portion of the then-outstanding shares of StablecoinX Class A Common Stock. Any issuance of additional securities in connection with investments or acquisitions may result in additional dilution to StablecoinX stockholders.

SC Assets’ directors, executive officers and principal stockholders will continue to have substantial control over the combined company after the consummation of the Business Combination, which could limit StablecoinX’s ability to influence the outcome of key transactions, including a change of control.

Upon the consummation of the Business Combination, Young Cho, SC Assets’ Chief Executive Officer and Edward Chen, SC Assets’ Chairman and their affiliates will own 3,288,004 shares of StablecoinX Class A Common Stock, or approximately 60.39% of the outstanding voting shares of StablecoinX Class A Common Stock, after giving effect to the Business Combination. As a result, these stockholders will be able to exercise a relatively significant level of control over all matters requiring stockholder approval, including the election of directors and the approval of Transactions, acquisitions or other extraordinary transactions. They may also have interests that differ from yours and may vote in a way with which you disagree and which may be adverse to StablecoinX’s interests. This concentration of ownership may have the effect of delaying, preventing or deterring a change of control of StablecoinX, could deprive StablecoinX’s stockholders of an opportunity to receive a premium for their common stock as part of a sale of StablecoinX and might ultimately affect the market price of StablecoinX Class A Common Stock.

Certain TLGY Warrants are accounted for as a warrant liability and will be recorded at fair value upon issuance with changes in fair value each period reported in earnings, which may have an adverse effect on the market price of the StablecoinX Class A Common Stock.

On April 12, 2021, the SEC Staff issued the SEC Staff Statement, wherein the SEC Staff expressed its view that certain terms and conditions common to SPAC warrants may require the warrants to be classified as liabilities on the SPAC’s balance sheet as opposed to being treated as equity. Specifically, the SEC Staff Statement focused on certain

settlement terms and provisions related to certain tender offers following a business combination, which terms are similar to those contained in the warrant agreement governing TLGY Warrants. In light of the issues raised in the SEC Staff Statement, and pursuant to the guidance in ASC 815, Derivatives and Hedging, TLGY determined that its warrants should be classified as derivative liabilities measured at fair value on its balance sheet, with any changes in fair value to be reported each period in earnings on TLGY’s statement of operations.

As a result of the recurring fair value measurement, TLGY’s financial statements may fluctuate quarterly, based on factors that are outside of TLGY’s control. Due to the recurring fair value measurement, TLGY expects it will recognize non-cash gains or losses on TLGY Warrants each reporting period and that the amount of such gains or losses could be material.

StablecoinX may redeem a warrant holder’s unexpired warrants prior to their exercise at a time that may be disadvantageous to such warrant holder, thereby making its warrants worthless.

StablecoinX has the ability to redeem outstanding StablecoinX Warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that the last reported sales price of StablecoinX Class A Common Stock equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 trading-day period ending on the third trading day prior to the date StablecoinX sends the notice of redemption to the warrant holders. If and when the warrants become redeemable by StablecoinX, StablecoinX may exercise its redemption right even if StablecoinX is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of the outstanding warrants could force a warrant holder to: (i) exercise its warrants and pay the exercise price at a time when it may be disadvantageous for such warrant holder to do so; (ii) sell its warrants at the then-current market price when a warrant holder might otherwise wish to hold its warrants; or (iii) accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, is likely to be substantially less than the market value of a warrant holder’s warrants. None of the private placement units will be redeemable by TLGY so long as they are held by their initial purchasers or their permitted transferees.

A warrant holder may only be able to exercise its Public Warrants on a “cashless basis” under certain circumstances, and if a warrant holder does so, such warrant holder will receive fewer StablecoinX Class A Common Stock from such exercise than if a warrant holder were to exercise such warrants for cash.

The TLGY warrant agreement provides that in the following circumstances holders of warrants who seek to exercise their warrants will not be permitted to do for cash and will, instead, be required to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act: (i) if the StablecoinX Class A Common Stock issuable upon exercise of the warrants are not registered under the Securities Act in accordance with the terms of the TLGY warrant agreement; (ii) if StablecoinX has so elected and the StablecoinX Class A Common Stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act; and (iii) if StablecoinX has so elected and it calls the Public Warrants for redemption. If you exercise your Public Warrants on a cashless basis, you would pay the warrant exercise price by surrendering all of the warrants for that number of StablecoinX Class A Common Stock equal to the quotient obtained by dividing (x) the product of the number of StablecoinX Class A Common Stock underlying the warrants, multiplied by the excess of the “fair market value” of the StablecoinX Class A Common Stock (as defined in the next sentence) over the exercise price of the warrants by (y) the fair market value. The “fair market value” is the average reported closing price of the StablecoinX Class A Common Stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the warrants. As a result, you would receive fewer shares of StablecoinX Class A Common Stock from such exercise than if you were to exercise such warrants for cash.

Even if TLGY consummates the Business Combination, there can be no assurance that its Public Warrants will be in the money at the time they become exercisable, and they may expire worthless.

The exercise price for the outstanding Public Warrants is $11.50 per share. There can be no assurance that such warrants will be in the money following the time they become exercisable and prior to their expiration, and as such, the warrants may expire worthless.

The Warrant Agreement designates the courts of the State of New York or the United States District Court for the Southern District of New York as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders of its TLGY Warrants, which could limit the ability of TLGY Warrant holders to obtain a favorable judicial forum for disputes with TLGY.

The Warrant Agreement provides that, subject to applicable law, (i) any action, proceeding or claim against TLGY arising out of or relating in any way to the Warrant Agreement, including under the Securities Act, will be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and (ii) that TLGY irrevocably submits to such jurisdiction, which jurisdiction shall be the exclusive forum for any such action, proceeding or claim. TLGY will waive any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.

Notwithstanding the foregoing, these provisions of the Warrant Agreement will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest in any of its warrants shall be deemed to have notice of and to have consented to the forum provisions in its Warrant Agreement. If any action, the subject matter of which is within the scope of the forum provisions of the Warrant Agreement, is filed in a court other than a court of the State of New York or the United States District Court for the Southern District of New York (a “foreign action”) in the name of any holder of TLGY’s Warrants, such holder shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located in the State of New York in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”), and (y) having service of process made upon such warrant holder in any such enforcement action by service upon such warrant holder’s counsel in the foreign action as agent for such TLGY Warrant holder.

This choice-of-forum provision may limit a warrant holder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with TLGY, which may discourage such lawsuits. Additionally, this choice-of-forum provision may result in increased costs for a warrant holder bringing a claim. Alternatively, if a court were to find this provision of the Warrant Agreement inapplicable or unenforceable with respect to one or more of the specified types of actions or proceedings, TLGY may incur additional costs associated with resolving such matters in other jurisdictions, which could materially and adversely affect its business, financial condition and results of operations and result in a diversion of the time and resources of its management and board of directors.

The terms of the TLGY Warrants may be amended in a manner that may be adverse to holders with the approval by the holders of at least 50% of the then outstanding Public Warrants.

The TLGY Warrants were issued pursuant to the Warrant Agreement between Continental, as warrant agent, and TLGY. The Warrant Agreement provides that the terms of the TLGY Warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, but requires the approval by the holders of at least 50% of the then outstanding Public Warrants to make any change that adversely affects the interests of the registered holders of the Public Warrants. Accordingly, the terms of the Public Warrants may be amended in a manner adverse to a holder if holders of at least 50% of the then outstanding Public Warrants approve of such amendment. TLGY or StablecoinX may amend the terms of the Public Warrants with the consent of at least 50% of the then outstanding Public Warrants to effect any change thereto, including to increase the exercise price of the warrants, shorten the exercise period or decrease the number of shares of TLGY or StablecoinX purchasable upon exercise of a warrant.

There can be no assurance that the shares of StablecoinX Class A Common Stock and StablecoinX Warrants issued in connection with the Business Combination will be approved for listing on Nasdaq following the Closing. If StablecoinX’s securities are not listed on a national securities exchange, it could limit investors’ ability to make transactions in StablecoinX’s securities and subject StablecoinX to additional trading restrictions.

TLGY intends to apply to list the shares of StablecoinX Class A Common Stock and StablecoinX Warrants on Nasdaq under the proposed symbols “USDE” and “USDEW”, respectively, upon the Closing. Pursuant to the terms of the Business Combination Agreement, as a closing condition (subject to certain exceptions), TLGY is required to cause the StablecoinX Class A Common Stock issued in connection with the Business Combination to be approved for listing on Nasdaq (or another national securities exchange), subject only to official notice of issuance, but there can be no assurance that such listing condition will be met. If such listing condition is not met, the Business Combination will not be consummated unless the listing condition is waived by the parties to the Business Combination Agreement.

It is important for you to know that, at the time of our extraordinary general meeting, we may not have received from Nasdaq (or another national securities exchange) either confirmation of the listing of the StablecoinX Class A Common Stock and StablecoinX Warrants or that approval will be obtained prior to the consummation of the Business Combination, and it is possible that the listing condition to the consummation of the Business Combination may be waived by the parties to the Business Combination Agreement. As a result, you may be asked to vote to approve the Business Combination and the other proposals included in this proxy statement/prospectus without such confirmation, and, further, it is possible that such confirmation may never be received and the Business Combination could still be consummated if such condition is waived or is subject to an exception and therefore the StablecoinX securities would not be listed on any nationally recognized securities exchange.

In addition, whether or not StablecoinX’s securities are listed on a national securities exchange, an active trading market for StablecoinX’s securities following the Business Combination may never develop or, if developed, it may not be sustained. In connection with the Business Combination, in order to continue to maintain the listing of TLGY’s securities on Nasdaq (or another national securities exchange), TLGY will be required to demonstrate compliance with Nasdaq’s (or another national securities exchange) initial listing requirements. TLGY will apply to have StablecoinX’s securities listed on Nasdaq (or another national securities exchange) upon consummation of the Business Combination. TLGY cannot assure you that TLGY will be able to meet all listing requirements. Even if StablecoinX’s securities are listed on Nasdaq (or another national securities exchange), StablecoinX may be unable to maintain the listing of its securities in the future.

If StablecoinX fails to meet the listing requirements and Nasdaq does not list its securities on its exchange, SC Assets, StablecoinX, SPAC Merger Sub and Company Merger Sub would not be required to consummate the Business Combination. In the event that SC Assets, StablecoinX, SPAC Merger Sub and Company Merger Sub elect to waive this condition, and the Business Combination is consummated without StablecoinX’s securities being listed on Nasdaq or on another national securities exchange, StablecoinX could face significant material adverse consequences, including:

•        a limited availability of market quotations for StablecoinX’s securities;

•        reduced liquidity for StablecoinX’s securities;

•        a determination that StablecoinX Class A Common Stock is a “penny stock” which will require brokers trading in StablecoinX Class A Common Stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for StablecoinX’s securities;

•        a limited amount of news and analyst coverage; and

•        a decreased ability to issue additional securities or obtain additional financing in the future.

The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” If StablecoinX’s securities were not listed on Nasdaq (or another national securities exchange), such securities would not qualify as covered securities and StablecoinX would be subject to regulation in each state in which StablecoinX offers its securities because states are not preempted from regulating the sale of securities that are not covered securities.

An active, liquid trading market for StablecoinX’s securities may not develop, which may limit your ability to sell such securities.

Although TLGY intends to apply to list the StablecoinX Class A Common Stock and StablecoinX Warrants on Nasdaq under the ticker symbols “USDE” and “USDEW,” respectively, an active trading market for such securities may never develop or be sustained following the consummation of the Business Combination. The initial valuation of $10.00 per share may not be indicative of the market price of StablecoinX Class A Common Stock that will prevail in the open market after the consummation of the Business Combination. A public trading market having the desirable characteristics of depth, liquidity and orderliness depends upon the existence of willing buyers and sellers at any given time, such existence being dependent upon the individual decisions of buyers and sellers over which neither TLGY nor any market maker has control. The failure of an active and liquid trading market to develop and continue would likely have a material adverse effect on the value of StablecoinX Class A Common Stock and StablecoinX warrants. The market price of StablecoinX Class A Common Stock may decline below $10.00 per share, and you may not be able to sell your StablecoinX Class A Common Stock at or above $10.00 per share, or at all. An inactive market may also impair StablecoinX’s ability to raise capital to continue to fund operations.

The market price of StablecoinX Class A Common Stock may decline as a result of the Business Combination.

The market price of StablecoinX Class A Common Stock may decline as a result of the Business Combination for a number of reasons including if:

•        the price of ENA Token declines or the reputation of and/or demand for investment in the Ethena ecosystem diminishes;

•        investors react negatively to the prospects of StablecoinX’s business and the prospects of the Business Combination;

•        the effect of the Business Combination on StablecoinX’s business and prospects is not consistent with the expectations of financial or industry analysts; or

•        StablecoinX does not achieve the perceived benefits of the Business Combination as rapidly or to the extent anticipated by financial or industry analysts.

Reports published by analysts, including projections in those reports that differ from StablecoinX’s actual results, could adversely affect the price and trading volume of its common shares.

Securities research analysts may establish and publish their own periodic projections for StablecoinX following consummation of the Business Combination. These projections may vary widely and may not accurately predict the results StablecoinX actually achieves. StablecoinX’s share price may decline if its actual results do not match the projections of these securities research analysts. Similarly, if one or more of the analysts who write reports on StablecoinX downgrades its stock or publishes inaccurate or unfavorable research about its business, StablecoinX’s share price could decline. If one or more of these analysts ceases coverage of StablecoinX or fails to publish reports on StablecoinX regularly, StablecoinX’s share price or trading volume could decline. While TLGY expects research analyst coverage following consummation of the Business Combination, if no analysts commence coverage of StablecoinX, the market price and volume for StablecoinX Class A Common Stock could be adversely affected. See also “— If securities or industry analysts do not publish research or reports about StablecoinX’s business or publish negative reports, the market price of StablecoinX Class A Common Stock could decline.”

StablecoinX’s stock price may change significantly following the Business Combination and you could lose all or part of your investment as a result.

Following the Business Combination, fluctuations in the price of StablecoinX’s securities could contribute to the loss of all or part of your investment. Prior to the Business Combination, there has not been a public market for the stock of StablecoinX. Accordingly, the valuation ascribed to StablecoinX in the Business Combination may not be indicative of the price that will prevail in the trading market following the Business Combination. The trading price of the StablecoinX securities following the Business Combination could be volatile and subject to wide fluctuations in response to various factors, some of which are beyond StablecoinX’s control. Any of the factors listed below could have a material adverse effect on StablecoinX’s securities and the StablecoinX securities may trade at prices significantly below the price you paid for them. In such circumstances, the trading price of StablecoinX’s securities may not recover and may experience a further decline.

Factors affecting the trading price of StablecoinX’s securities may include:

•        actual or anticipated fluctuations in the price of ENA Token;

•        negative changes in the reputation or popularity of Ethena and/or the Ethena ecosystem, including as a result of competition;

•        actual or anticipated fluctuations in TLGY’s or Ethena’s financial results or the financial results of companies perceived to be similar to TLGY or Ethena;

•        changes in the market’s expectations about StablecoinX’s operating results;

•        success of StablecoinX’s or Ethena’s competitors;

•        operating results failing to meet the expectations of securities analysts or investors in a particular period;

•        changes in financial estimates and recommendations by securities analysts concerning StablecoinX or ENA Token or the industry in which StablecoinX or Ethena operates in general;

•        operating and stock price performance of other companies that investors deem comparable to StablecoinX;

•        investor perceptions of the investment opportunities associated with StablecoinX Class A Common Stock relative to other investment alternatives;

•        the public’s response to press releases or other public announcements by StablecoinX or third parties, including Ethena;

•        changes in laws and regulations affecting StablecoinX’s or Ethena’s business;

•        commencement of, or involvement in, litigation involving StablecoinX or Ethena or their respective affiliates;

•        guidance, if any, that StablecoinX provides to the public, any changes in this guidance or StablecoinX’s failure to meet this guidance;

•        changes in StablecoinX’s capital structure, such as future accumulation of ENA Token or other digital assets, issuances of securities or the incurrence of debt;

•        the development and sustainability of an active trading market for StablecoinX Class A Common Stock;

•        the volume of shares of StablecoinX Class A Common Stock available for public sale;

•        any major change in the board or management of StablecoinX or Ethena;

•        sales of substantial amounts of StablecoinX Class A Common Stock by its directors, executive officers or significant stockholders or the perception that such sales could occur; and

•        general economic and political conditions such as recessions, interest rates, fuel prices, international currency fluctuations and acts of war or terrorism.

Broad market and industry factors may materially harm the market price of StablecoinX’s securities irrespective of its operating performance, including any negative changes to the digital asset and cryptocurrency industries. The stock market in general has experienced extreme volatility that has often been unrelated to the operating performance of particular companies. As a result of this volatility, you may not be able to sell your securities at or above the price at which it was acquired. A loss of investor confidence in the market for the stocks of other companies which investors perceive to be similar to StablecoinX or the market for digital assets generally or ENA specifically could depress its stock price regardless of StablecoinX’s business, prospects, financial conditions or results of operations. A decline in the market price of StablecoinX’s securities also could adversely affect its ability to issue additional securities and its ability to obtain additional financing in the future.

StablecoinX does not intend to pay cash dividends for the foreseeable future.

Following the Business Combination, StablecoinX currently intends to retain its future earnings, if any, to finance the further development and expansion of its business, including accumulating additional ENA, and does not intend to pay cash dividends for the foreseeable future. Any future determination to pay dividends will be at the discretion of StablecoinX’s Board and will depend on its financial condition, results of operations, capital requirements, restrictions contained in future agreements and financing instruments, business prospects and such other factors as its board of directors deems relevant.

Because StablecoinX does not anticipate paying any cash dividends on its capital stock in the foreseeable future, capital appreciation, if any, will be your sole source of gain.

TLGY has never declared or paid cash dividends on its capital stock. StablecoinX currently intends to retain all of its future earnings, if any, to finance the growth and development of its business, including to accumulate additional ENA. In addition, the terms of any future debt agreements may preclude StablecoinX from paying dividends. As a result, capital appreciation, if any, of StablecoinX Class A Common Stock will be your sole source of gain for the foreseeable future.

TLGY is subject to, and StablecoinX will be subject to, changing law and regulations regarding regulatory matters, corporate governance and public disclosure that have increased both TLGY’s costs and the risk of non-compliance and will increase both StablecoinX’s costs and the risk of non-compliance.

TLGY is and StablecoinX will be subject to rules and regulations by various governing bodies, including, for example, the SEC, which are charged with the protection of investors and the oversight of companies whose securities are publicly traded, and to new and evolving regulatory measures under applicable law. TLGY’s efforts to comply with new and changing laws and regulations have resulted in, and StablecoinX’s efforts to comply with new and changing laws and regulations likely will result in, increased general and administrative expenses and a diversion of management time and attention.

Moreover, because these laws, regulations and standards are subject to varying interpretations, their application in practice may evolve over time as new guidance becomes available. This evolution may result in continuing uncertainty regarding compliance matters and additional costs necessitated by ongoing revisions to StablecoinX’s disclosure and governance practices. If StablecoinX fails to address and comply with these regulations and any subsequent changes, StablecoinX may be subject to penalty and its business may be harmed.

During the pendency of the Business Combination, TLGY will not be able to solicit, initiate or take any action to facilitate or encourage any inquiries or the making, submission or announcement of, or enter into a business combination with another party because of restrictions in the Business Combination Agreement. Furthermore, certain provisions of the Business Combination Agreement will discourage third parties from submitting alternative takeover proposals, including proposals that may be superior to the arrangements contemplated by the Business Combination Agreement.

During the pendency of the Business Combination, TLGY will not be able to enter into a business combination with another party because of restrictions in the Business Combination Agreement. Furthermore, certain provisions of the Business Combination Agreement will discourage third parties from submitting alternative takeover proposals, including proposals that may be superior to the arrangements contemplated by the Business Combination Agreement, in part because of the inability of the TLGY Board to change its recommendation in connection with the Business Combination except in limited circumstances. Except in limited circumstances where the TLGY Board determines in good faith, after consultation with its outside legal counsel, that in response to an intervening event, the failure to change its recommendation would be result in a breach of its fiduciary duties, the Business Combination Agreement does not permit the TLGY Board to change, withdraw, withhold, qualify or modify, or publicly propose to change, withdraw, withhold, qualify or modify its recommendation in favor of adoption of the Proposals.

Certain covenants in the Business Combination Agreement impede the ability of TLGY to make acquisitions or complete certain other transactions pending completion of the Business Combination. As a result, TLGY may be at a disadvantage to its competitors during that period. In addition, if the Business Combination is not completed, these provisions will make it more difficult to complete an alternative business combination following the termination of the Business Combination Agreement due to the passage of time during which these provisions have remained in effect.

StablecoinX’s business and operations could be negatively affected if it becomes subject to any securities litigation or stockholder activism, which could cause StablecoinX to incur significant expense, hinder execution of business and growth strategy and impact its stock price.

In the past, following periods of volatility in the market price of a company’s securities, securities class action litigation has often been brought against that company. Shareholder activism, which could take many forms or arise in a variety of situations, has been increasing recently. Volatility in the stock price of the StablecoinX Class A Common Stock or other reasons may in the future cause it to become the target of securities litigation or stockholder activism. Securities litigation and stockholder activism, including potential proxy contests, could result in substantial costs and divert management’s and the StablecoinX board of directors’ attention and resources from StablecoinX’s business. Additionally, such securities litigation and stockholder activism could give rise to perceived uncertainties as to StablecoinX’s future, adversely affect its relationships with suppliers, service providers and customers and make it more difficult to attract and retain qualified personnel. Also, StablecoinX may be required to incur significant legal fees and other expenses related to any securities litigation and activist stockholder matters.

Further, StablecoinX’s stock price could be subject to significant fluctuation or otherwise be adversely affected by the events, risks and uncertainties of any securities litigation and stockholder activism.

StablecoinX will need, but may be unable to obtain, funding following the consummation of the Business Combination on satisfactory terms, which could dilute StablecoinX’s stockholders and investors, or impose burdensome financial restrictions on its business.

In the future, StablecoinX intends to rely on revenues generated from operations to fund all of the cash requirements of its activities. Future financings may not be available on a timely basis, in sufficient amounts or on terms acceptable to StablecoinX, if at all. Any debt financing or other financing of securities senior to StablecoinX Class A Common Stock will likely include financial and other covenants that will restrict its flexibility. Any failure to comply with these covenants may cause an event of default and acceleration of the obligation to pay the debt, which would have a material adverse effect on StablecoinX’s business, prospects, financial condition and results of operations and StablecoinX could lose its existing sources of funding and impair its ability to secure new sources of funding. There can be no assurance that StablecoinX will be able to generate any further investor interest in its securities or other types of funding, in which case investors would likely lose the entirety of their investment in StablecoinX.

Risks Related to StablecoinX and SC Assets’ Business and Industry

SC Assets has no operating history and has not yet produced any revenues, which make it difficult to evaluate StablecoinX’s business and future prospects, and StablecoinX may not be able to achieve or maintain profitability in any given period.

SC Assets was incorporated as a Delaware corporation on June 30, 2025. SC Assets has no operating history and the volatile nature of the price of ENA Token, which will constitute a substantial part of our assets, makes it difficult to evaluate our future prospects. SC Assets’ lack of operating history will also make it difficult to accurately forecast the future results of operations, which is subject to a number of uncertainties, including StablecoinX’s ability to operate, maintain and grow its validator business and the market size and growth opportunities within the Ethena ecosystem.

StablecoinX’s initial business strategy depends in part on its ability to raise capital to continue to acquire additional ENA Token. StablecoinX cannot guarantee its ability to raise additional capital, or to raise additional capital on favorable terms, which may adversely impact our business. See “StablecoinX’s ability to timely raise capital in the future may be limited, or may be unavailable on acceptable terms, if at all. StablecoinX’s failure to raise capital when needed could harm its business, operating results and financial condition.”

StablecoinX’s ability to generate income initially will largely be dependent on its ability to raise capital to acquire additional ENA Token and to earn staking rewards on the ENA Token in its treasury. StablecoinX expects to establish a sizable initial reserve of ENA Token through the consummation of the PIPE and ENA Contribution and, as promptly as possible after the Closing, commence its validator business on the proposed Converge network (or, if it is not then operational, the Ethereum network or another network supporting the Ethena Protocol). StablecoinX’s business strategy may not be realized as quickly as hoped, or even at all. Further, even if we achieve growth, in future periods, that growth could slow or decline for a number of reasons, including, but not limited to, ENA Token price volatility, increased competition, digital coins that compete with and may result in a decline in utilization of ENA Token or that replace ENA Token, our inability to develop, improve or effectively scale our validator business or our ENA Token treasury, changes in government regulation or network-level parameters or StablecoinX’s failure, for any reason, to continue to take advantage of growth opportunities.

Market opportunity estimates and growth forecasts for stablecoins generally and the Ethena ecosystem, including ENA Tokens and the successful launch of the proposed Converge network or other validation opportunities in the Ethena ecosystem utilizing ENA Token, more specifically are subject to significant uncertainty and are based on assumptions and estimates that may not prove to be accurate. There is no assurance that any estimates driving ENA Token acquisition strategies will accurately reflect any particular level of revenue or growth prospects for StablecoinX.

We will encounter risks and difficulties as described in this section. If we do not manage these risks successfully, our business may be adversely impacted. If StablecoinX’s assumptions regarding these risks and uncertainties and its future growth are incorrect or change adversely, or if StablecoinX does not address these risks successfully, StablecoinX’s operating and financial results could differ materially from its expectations, and its business could suffer. If our revenue growth rate, when we are at a revenue generation stage, were to decline significantly or become negative, it could adversely affect our operating results and financial condition. If we are not able to achieve or maintain positive cash flow from operations, or if the price of ENA Token declines significantly, our business may be adversely impacted and we may require additional financing, which may not be available on favorable terms or at all, may restrict the distribution of dividends or other payments to shareholders, or may be dilutive to our shareholders.

StablecoinX may not be able to successfully execute its business strategies.

A significant part of StablecoinX’s strategy is ENA Token acquisition, however:

•        our acquisition strategy is susceptible to various risks associated with ENA Token, including volatility;

•        we may compete with others to acquire ENA Token, and as competition increases, decreased availability or increased prices for acquisition could result despite our ongoing Collaboration Agreement with Ethena;

•        we may experience difficulty in anticipating the timing and availability of ENA Token acquisitions;

•        we may not be able to obtain further financing, on favorable terms or at all, to finance any of our potential ENA Token acquisitions;

•        we may not be able to meet the requirements to participate in the proposed Converge’s validator network or other validation opportunities in the Ethena ecosystem utilizing ENA Token; and

•        we may not be able to generate the cash or digital assets necessary to execute our ENA Token acquisition strategy.

The occurrence of any of these factors could adversely affect our ENA Token acquisition strategy. Further, StablecoinX intends to use the ENA Tokens in its treasury as collateral for its node validation operations, earning staking awards in the form of additional ENA Tokens. Its ability to operate and maintain its validator business as well as earn staking rewards therefrom is subject to significant risks.

Our success depends on the continued growth, development, and adoption of blockchain networks on which SC Assets operates its validator nodes and the growth of blockchain-based financial applications and the broader Ethena Protocol and the proposed Converge network, which growth remains uncertain.

The Ethena Protocol is a decentralized finance (“DeFi”) protocol that currently operates on the Ethereum blockchain network. Upon the launch of Converge, a proposed new blockchain network designed to support and advance “institutional DeFi” and tokenized assets that was developed jointly by Ethena Labs and Securitize, Ethena plans to migrate its existing DeFi ecosystem to the Converge network. One of the differentiating factors between Ethereum and Converge (as currently contemplated) is expected to be the role validators play on the network. While Ethereum maintains a decentralized, permissionless network, the Converge network is expected to be a semi-centralized system with a permissioned validator set that acts as a security council for emergency interventions, expected to be known as the Converge Validator Network (the “CVN”). To participate in the CVN, validators will be required to stake ENA Token. Those who stake ENA Token, whether they are operators or users who delegate such token, are expected to be eligible to earn a share of protocol transaction fees, directly or indirectly, in addition to other potential rewards to be distributed by the proposed Converge network or other validation opportunities in the Ethena ecosystem utilizing ENA Token. At the Closing, we intend to participate in the CVN and operate validator nodes for proof-of-stake (“PoS”) on the proposed Converge network or other validation opportunities in the Ethena ecosystem utilizing ENA Token; however, if Converge has not launched by that date, we plan to operate validator notes on Ethereum for institutional clients. The commercial viability of our validator business is predicated on the sustained use, adoption, and technological resilience of such networks. Blockchain networks, including Ethereum and Converge, remain in the early stages of development, and there can be no assurances that they will (i) ever successfully launch, if at all, as contemplated and described in this proxy statement/prospectus, (ii) continue to gain market acceptance or (iii) remain economically viable. Diminished user or developer activity, adverse regulatory developments, consensus failures, or protocol abandonment could result in a significant decrease in staking activity, block rewards, or transaction volumes, which would in turn reduce the demand for our validator services and the value of our strategic treasury holdings or render our business obsolete. See “— Our validator business depends on the successful launch and operation of the Converge network, and any delay, failure to launch, or changes in anticipated procedures and policies could materially and adversely affect our business.”

Furthermore, the success of our validator business and digital asset treasury strategy treasury model is closely tied to broader market trends in blockchain-based DeFi protocols, tokenized assets, and on-chain transaction activity. If these sectors fail to mature or experience declining user engagement for any reason, including due to regulatory constraints, security concerns, scalability limitations, or lack of institutional adoption, demand for our services may not materialize as expected. Furthermore, if blockchain network usage remains confined to a niche user base or fails to achieve broader integration into traditional financial systems, the total addressable market for our validator business and digital asset treasury may remain limited.

Our validator business depends on the successful launch and operation of the Converge network, and any delay, failure to launch, or changes in anticipated procedures and policies could materially and adversely affect our business.

We intend to operate a validator business for ENA Tokens on the proposed Converge network once it becomes available. The Converge network, however, has not yet launched, and there can be no assurance that it will launch within the timeframes currently contemplated by its developers, or that it will launch at all. The failure of the Converge network to launch, or material delays in its launch, could prevent us from deploying our validator business as currently planned, which could materially and adversely impact our business, results of operations and financial condition.

Even if the Converge network launches, there is no assurance that the network’s procedures, technical requirements, governance mechanisms, or economic policies will operate as currently anticipated. If the Converge network does not launch, it is possible that ENA Tokens may not be staked at all or that other tokens may need to be used to support validator operations on networks other than the Converge network, that staking terms may differ significantly from current expectations, or that network participation rules may be subject to modification or revision. Any such changes could materially increase our costs, reduce the rewards associated with validator operations, impose technical or operational barriers that make it difficult or impossible for us to participate as a validator, or otherwise result in outcomes materially less favorable than currently anticipated.

Further, because our validator operations will depend on the technical features, policies, and procedures of the Converge network, which remain subject to ongoing development and may evolve over time, there can be no assurance that our validator business will be commercially viable, scalable, or sustainable once launched. In addition, any unanticipated changes or disruptions relating to the Converge network could require us to materially revise our validator strategy, including staking other tokens in unanticipated ways or on different networks or not staking ENA Token at all, or could prevent us from participating in validator operations altogether.

As a result, our validator business is subject to significant uncertainty and our ability to generate revenues or achieve profitability from validator operations is uncertain and our business may be materially and adversely affected.

The blockchain validation and staking industry is highly competitive and subject to rapid technological change, and we may be unable to compete effectively.

We intend to operate validator nodes for the Ethena Protocol as part of the CVN or validation opportunities in the Ethena ecosystem utilizing ENA Token, utilizing the ENA Token we accumulate through our digital asset treasury strategy and our ongoing relationship with the Ethena Foundation as staking collateral. While we expect to hold an aggregate of approximately 3.03 billion ENA Tokens in our treasury at the Closing, which represents approximately 20% of the 15 billion ENA Token currently in existence as of the date of this proxy statement/prospectus, we expect to be only one of several validators in the CVN validator set approved by Ethena to operate on the Ethena Protocol. As such, we will face competition from a range of market participants, including new and incumbent validators (including those currently operating on the Ethena Protocol), crypto exchanges (centralized and decentralized), DeFi protocols, vertically integrated staking providers, infrastructure-as-a-service companies, and, in some cases, the blockchain foundations or communities themselves. Many of our competitors may have significantly greater resources, longer operating histories, and deeper technical capabilities than we do. Competitive pressures may require us to lower our fees, invest aggressively in technology or security infrastructure, or otherwise engage in practices that could reduce our margins or impair our financial performance. Additionally, technological changes or shifts in validator incentives or other operational procedures, such as fee reductions, changes in consensus mechanisms, or increased centralization, may adversely impact our ability to operate our business and offer competitive services.

We may be disadvantaged in competing with larger validators due to the economic structure of proof-of-stake networks.

PoS networks, like the Ethereum, the anticipated Converge networks and other validation opportunities in the Ethena ecosystem utilizing ENA Token, utilize an efficient consensus mechanism that relies on validators staking their digital assets to secure the network in exchange for a chance of getting to validate a new transaction, update the blockchain, and earn a reward. PoS networks generally favor validators with larger staking balances, as a greater stake balance increases the likelihood of being selected to validate these blocks and earn rewards. To participate in the CVN or other validation opportunities in the Ethena ecosystem utilizing ENA Token, validators must stake ENA Token. We intend to operate

our validator business using the ENA Token in our treasury as collateral for our validator operations. We initially plan to accumulate the ENA Token in our treasury through the PIPE and ENA Contribution at Closing and after the Closing, through purchases of additional discounted ENA Token from the Ethena Foundation under the terms of the Collaboration Agreement and through accumulations resulting from our staking efforts and potential protocol transaction fees earned through the CVN or other validation opportunities in the Ethena ecosystem utilizing ENA Token. Although we expect to own approximately 20% of the total ENA Token currently in existence at Closing and despite our anticipated pathways to accumulate additional ENA Token thereafter, as a new entrant with no operating history, we may struggle to accumulate or attract sufficient stake to compete effectively with more established validators. This could limit our participation in block production, reduce our staking rewards or other transaction fees, and adversely affect our validator-related revenues.

We may be materially affected by declining staking yields, validator economics, or adverse changes to consensus mechanisms across the blockchain networks we support.

Our revenue model will largely depend on our ability to earn staking rewards generated from our operating nodes on the Ethena Protocol and any other networks we may support in the future. The economics of these staking rewards are subject to protocol-level parameters (e.g., network usage, reward schedules, slashing penalties, validator set limits) that may change without notice and are often governed by decentralized communities or core developers. Since Ethena is currently running on the Ethereum blockchain, the staking of ENA Token is currently subject to the policy parameters set by the Ethereum blockchain. When Ethena migrates its protocol to the proposed Converge network or other validation opportunities in the Ethena ecosystem utilizing ENA Token, the staking of ENA Token will be subject to the policies adopted by the proposed Converge network or other blockchains, which are not yet known. If the proposed Converge network’s policies are particularly onerous or provide for reduced staking yields, increased hardware or operating costs, higher slashing risks, or result in a decline in network usage, or if changes in its policies in the future lead to such results, then it could negatively impact our validator revenues and impair our profitability. Additionally, changes to consensus mechanisms, such as a shift from PoS to alternative models, could render our business obsolete on affected chains. See “— Our validator business depends on the successful launch and operation of the Converge network, and any delay, failure to launch, or changes in anticipated procedures and policies could materially and adversely affect our business.”

Our validator business may be subject to slashing penalties or loss of funds due to validator misbehavior, downtime, or software vulnerabilities.

Our validator operations will be exposed to “slashing” risk, a punitive mechanism built into many PoS networks designed to discourage validator misbehavior or actions that could compromise network security or performance. Slashing can occur if a validator engages in malicious or negligent behavior, such as double-signing (signing conflicting blocks) or failing to meet network uptime or performance requirements. When a slashing condition is triggered (similar to a liquidation event in traditional finance), a predefined portion of the offending validator’s stake (akin to collateral) is confiscated. The amount slashed and how it is handled (e.g., whether it is burned, redistributed, or both) depends on the network’s policies. Slashing may also result in a validator being removed from the designated validator set. If our validator business becomes subject to slashing penalties, we could lose a substantial portion of our ENA Token, including token that was delegated to us from third parties. In addition, technical bugs, cyberattacks, misconfigurations, or third-party failures (e.g., cloud providers, automation scripts) could all expose us to slashing events. Any of these could lead to reputational damage and material loss of our assets.

Our business operations will involve running validator nodes for blockchain networks, including those associated with third-party staking ecosystems. Unpredictable governance decisions or operational failures in such networks could have a material negative impact on our financial condition, results of operations, and business prospects.

Our business operations will involve running validator nodes for third-party blockchain networks and staking ecosystems, including the proposed Converge network or other validation opportunities in the Ethena ecosystem utilizing ENA Token, or other supported networks, which requires us to stake ENA Tokens as collateral. These activities expose us to risks outside of our direct control. Staked tokens are typically locked in smart contracts, and vulnerabilities in the underlying blockchain protocol, validator software, or smart contract code could result in the slashing or permanent loss of staked ENA Token or other assets. Any such event could materially impair the value of our digital asset treasury and reduce our ability to earn validator rewards.

Validator operations are also subject to the governance processes of third-party blockchain protocols, many of which are administered through decentralized autonomous organizations, where governance decisions, including changes to validator selection criteria, staking rewards, protocol fees, or security parameters, are often unpredictable and can be influenced by a small number of large stakeholders. Any governance outcome misaligned with our interests, or that disadvantages validators in the CVN, could materially impact the profitability and sustainability of our validator operations. See “— We have limited ability to influence the governance of the Ethena Protocol, and future changes may negatively impact our business.”

In addition, third-party blockchain networks regularly implement protocol upgrades or changes that require validators to quickly adapt their technical systems. Failure to implement required updates or configuration changes in a timely and secure manner could result in downtime, penalties, or removal from the validator set. Furthermore, we could experience reputational harm from controversies or operational failures affecting the broader Ethena ecosystem or its participants, even if we are not directly responsible.

Despite our efforts to monitor governance, maintain robust security practices, and adapt to network changes, our validator operations remain subject to risks inherent in third-party blockchain protocols. Any loss of staked ENA Token, exclusion from the validator set, or adverse governance or operational developments within the proposed Converge network or other supported networks could materially and adversely affect our business, financial condition, and results of operations.

Our validator business will be built on third-party technology. Any failure of that technology or related services could have a material adverse effect on our business, financial condition, and results of operations.

Our validator business is built on licensed technology and intellectual property that are critical to our blockchain infrastructure operations and strategic initiatives. We have a perpetual non-exclusive royalty-free software license with an entity owned by our Chief Technology Officer to use its proprietary Node-as-a-Service (“NaaS”) platform software. We intend to use the NaaS platform software as the foundation to build our validator business, which will be hosted and operated on StablecoinX’s own infrastructure to ensure StablecoinX maintains control over the development and scalability of the validator. We will also rely on a managed services agreement with another entity owned by our Chief Technology Officer for IT support and infrastructure management. Because our validator operations depend heavily on third-party technology, we face risks that are outside of our control.

Any failure in the systems upon which our validator relies, whether stemming from software defects, hardware breakdowns, cybersecurity incidents, or failures by our third-party service providers, could lead to downtime, service interruptions, or loss of functionality. These events could impair our ability to validate transactions and generate rewards and may subject us to “slashing” penalties if the network determines we failed to perform our required validator duties. Since our validator is collateralized with ENA Tokens staked from our treasury, operational failures could result not only in lost revenue but also the permanent loss of staked ENA Token (whether or not it was owned by us or delegated to us by third-parties), materially reducing the value of our digital asset holdings.

Since our ability to be selected to validate blocks and to attract others use us to operate their validator nodes largely depends on our ability to provide a reliable service, even temporary disruptions could harm our reputation for reliability, impair customer trust, and limit our ability to attract additional validation opportunities. A severe failure of our validation infrastructure or third-party services upon which we rely could cause prolonged downtime, reduce our competitiveness in the validator set, and materially and adversely affect our business, financial condition, and results of operations.

Our business will be significantly dependent on the performance, adoption, and credibility of our ecosystem partners, including the Ethena Foundation and its associated assets. The loss of, or a significant decrease in business from, the Ethena Foundation and its associated assets, could have a material adverse effect on our business, financial condition and results of operations.

At the Closing, we intend to pursue a crypto-native treasury strategy that involves partnering with the Ethena Foundation, which issues tokens through its affiliates, including but not limited to, ENA Token, sENA, and sUSDe, to accumulate such tokens to use as collateral for our validator business. Since we currently plan to hold and utilize only tokens issued by affiliates of the Ethena Foundation, our business will be significantly dependent on the performance, adoption, and credibility of the Ethena Foundation and its associated assets. Our financial exposure to Ethena-related assets, whether through direct holdings, staking, yield programs, or liquidity provisioning, could expose us to heightened volatility,

•        the development and introduction of new products and services by us;

•        our ability to control costs, including our operating expenses incurred to grow and expand our validator business and other operations and to remain competitive;

•        system failure, outages or interruptions, including with respect to our validator business, our ENA Token custodian and our platforms, including those due to third-party actions;

•        our lack of control over decentralized or third-party blockchains and networks that may experience downtime, cyber-attacks, critical failures, errors, bugs, corrupted files, data losses or other similar software failures, outages, breaches and losses;

•        breaches of security or privacy;

•        the transfer or perceived transfer of substantial amounts of ENA Token from wallets attributed to Guy Young, the founder of Ethena Labs S.A.;

•        transaction congestion and fees associated with processing transactions on the proposed Converge network or any other network validation opportunities in the Ethena ecosystem utilizing ENA Token;

•        developments in mathematics or technology, including in digital computing, algebraic geometry and quantum computing or new applications of current knowledge in these fields, that could result in the cryptography used by the Ethereum, the propose Converge network or any other network validation opportunities in the Ethena ecosystem utilizing ENA Token, becoming insecure or ineffective;

•        legal, commercial and regulatory uncertainty regarding ENA Token and other digital assets due to their novelty, see “— ENA Token and other digital assets are novel assets, which will expose StablecoinX to significant legal, commercial, regulatory and technical uncertainty, which could materially adversely affect StablecoinX’s financial position, operations and prospects”;

•        changes in national and international economic and political conditions, including, without limitation, federal government policies, trade tariffs and trade disputes, the adverse impacts attributable to the current conflict between Russia and Ukraine and the economic sanctions adopted in response to the conflict and the broadening of the Israel-Hamas conflict to other countries in the Middle East;

•        our ability to establish and maintain any future partnerships, collaborations, joint ventures or strategic alliances with third parties; and

•        our ability to attract and retain talent.

As a result of these factors, it is difficult for us to forecast growth trends accurately and our business and future prospects are difficult to evaluate, particularly in the short term.

In addition, the stock market has experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of companies in such market. In particular, future trading prices in shares of StablecoinX Class A Common Stock may reflect market dynamics that are not connected to valuation methods commonly associated with operating companies in similar industries or with companies engaged predominantly in passive investments in ENA Token or other commodities, such as ETFs. Equity market capitalizations of other such companies are often in excess of stockholders’ equity calculated in accordance with GAAP, and in excess of valuations that might traditionally be expected based on their operating performances, cash flows and net assets. Investors may therefore be unable to assess the value of the shares of StablecoinX Class A Common Stock or evaluate the risks of an investment in us using traditional or commonly used enterprise valuation methods. We cannot predict how these dynamics may evolve over time, or whether or how long they may last. These market and industry factors may significantly harm the market price of shares of StablecoinX Class A Common Stock, regardless of our actual operating performance.

A significant decrease in the market value of our ENA Token holdings could adversely affect our ability to raise capital or satisfy future financial obligations.

As part of our ENA Token strategy, we may decide to raise additional capital to acquire additional ENA Tokens or fund our working capital requirements, which may be in the form of equity or debt. If our businesses do not generate cash flow in future periods sufficient to satisfy our financial obligations, including any debt and other financial obligations, we may also fund such obligations using cash flow generated by equity or debt financings. Our ability to obtain equity or debt financing may in turn depend on, among other factors, the value of our ENA Token holdings, investor sentiment and the general public perception of ENA Token, our strategy and our value proposition. Accordingly, a significant decline in the market value of our ENA Token holdings or a negative shift in these other factors may create liquidity and credit risks, as such a decline or shift may adversely impact our ability to secure sufficient equity or debt financing to satisfy our financial obligations, including any debt or other financial obligations. These risks could materialize when ENA Token is trading below its carrying value on our most recent balance sheet or below our cost basis. As ENA Token will constitute a substantial part of our balance sheet, if we are unable to generate revenue from our anticipated validator business and staking activities or secure equity or debt financing in a timely manner, on favorable terms, or at all, we may be required to sell ENA Token to satisfy these obligations. Any such sale of ENA Token may have a material adverse effect on our operating results and financial condition, and could impair our ability to secure additional equity or debt financing in the future. Our inability to secure additional equity or debt financing in a timely manner, on favorable terms or at all, or to sell our ENA Token in amounts and at prices sufficient to satisfy our financial obligations, including our debt service obligations, could cause us to default under such obligations. Any default on our indebtedness may have a material adverse effect on our financial condition.

StablecoinX will operate in a highly competitive environment and will compete against companies and other entities with similar strategies, including other validator businesses and companies with significant holdings of digital assets, and StablecoinX’s business, operating results and financial condition may be adversely affected if StablecoinX is unable to compete effectively.

The digital assets industry is highly innovative, rapidly evolving and characterized by healthy competition, experimentation, changing customer needs, frequent introductions of new products and services, and subject to uncertain and evolving industry and regulatory requirements. We expect competition to further intensify in the future. We compete against a number of companies operating both within the United States and abroad, and both those that focus on traditional financial services and those that focus on ENA Token-based services. Our main competition falls into the following categories:

•        companies that will be operating validator businesses for the proposed Converge network, once launched, or any other network validation opportunities in the Ethena ecosystem utilizing ENA Token;

•        traditional financial firms that have entered the ENA Token market in recent years and offer some overlapping features and exposure to ENA Tokens targeted at our future customers;

•        financial technology providers that do not focus on ENA Token and may attempt to position themselves as a safer alternative to our future products and services;

•        companies with significant ENA Token holdings; and

•        companies focused on the ENA Token market, some of whom choose to operate outside of local rules and regulations or in jurisdictions with less stringent local rules and regulations and are potentially able to more quickly adapt to trends and to develop new ENA Token-based products and services due to a different standard of regulatory scrutiny.

If we are unable to compete successfully, or if competing successfully requires us to take costly actions in response to the actions of our competitors, our business, operating results and financial condition could be adversely affected.

The range of options to gain exposure to ENA Token may expand in the future and other companies may choose to establish similar digital asset treasuries focused on ENA Token or other Ethena-related digital assets. If investors choose to gain such exposure through other companies with significant ENA Token holdings, rather than shares of StablecoinX Class A Common Stock, StablecoinX’s business, operating results and financial condition may be adversely affected.

Investors may in the future view StablecoinX Class A Common Stock as an alternative to an investment in an exchange-traded product (“ETP”) that provides direct exposure to ENA Token. If spot ENA Token ETPs are approved and become available, investors may choose to purchase shares of such products instead of our stock. They may do so for a variety of reasons, including if they believe that ETPs offer a “pure play” exposure to ENA Token that is generally not subject to federal income tax at the entity level as we may be, or the other risks that may affect other parts of our business. Additionally, unlike a spot ENA Token ETP, we (i) do not seek for our shares of StablecoinX Class A Common Stock to passively track the value of the underlying ENA Token we hold on a one-for-one basis as our operations involve validator activities and other business risks, (ii) do not benefit from various exemptions and relief under the Exchange Act, including Regulation M, and other securities laws, which enable ETPs to continuously align the value of their shares to the price of the underlying assets they hold through share creation and redemption, and (iii) are not required to provide daily transparency as to our ENA Token holdings or our daily net asset value. Furthermore, broker-dealer recommendations of complex or non-traditional ETPs may be subject to additional scrutiny, which would not apply to recommendations of our Class A Common Stock. Depending on how we are perceived in comparison to ETPs and other vehicles that provide economic exposure to ENA Token, such as futures-based ETFs, leveraged ENA Token products, or similar instruments offered internationally, our shares may trade at a premium or discount relative to the value of our ENA Token holdings.

As a result, the approval and availability of spot ENA Token ETPs or other similar investment vehicles could materially and adversely affect the demand for, and market price of, StablecoinX Class A Common Stock.

We may suffer losses due to abrupt and erratic market movements.

Our stock price, operations and financial condition will be sensitive to fluctuations in the value of the underlying digital assets we expect to hold and invest in, including ENA Token and/or other tokens issued by Ethena’s affiliates, including sENA, sUSDe and/or other stablecoins. Market prices for these assets have historically exhibited substantial volatility and may continue to do so in the future. As part of our strategic treasury operations and with the approval of our Investment Committee, we may hold or allocate capital to other assets. ENA Token and other digital assets issued by Ethena’s affiliates may become more volatile and less liquid in a very short period of time. A sharp decline in the market value of these tokens, including the depegging of stablecoins or the collapse of token prices, could lead to material write-downs, impaired liquidity, and loss of investor confidence in our financial strategy. In addition, market-wide fluctuations in value or the loss of investor confidence in digital assets, or other macroeconomic trends impacting the digital asset industry more generally, could have an impact on the value of the digital assets we hold and invest in. Such losses may be amplified if leverage, rehypothecation, or smart contract yield programs are involved.

In addition, as previously discussed, a series of recent high-profile bankruptcies, closures, liquidations, regulatory enforcement actions and other events relating to companies operating in the digital asset industry have highlighted the counterparty risks applicable to owning and transacting in digital assets. See “The market price of StablecoinX Class A Common Stock may be volatile and decline materially as a result of volatility in ENA Token or the digital asset markets generally, or for other reasons. You should be aware that you may lose some or all of your investment.” These bankruptcies, closures, liquidations and other events have created significant volatility in the markets for cryptocurrency. Additional bankruptcies, closures, liquidations, regulatory enforcement actions or other events involving participants in the digital assets industry in the future could result in market prices being subject to erratic and abrupt market movement, which could harm our business.

If we were to attempt to monetize the ENA Token we hold on our balance sheet, such price volatility could lead to trading losses, impacting our financial position. Furthermore, such volatility could impact the overall value of our business and cause volatility in the price of our stock. Furthermore, the trading volume of ENA Token typically increases during periods of extreme volatility. Such volume increases can lead to extreme pressures on trading platforms and infrastructure that can lead to inadvertent suspension of services across parts of the platforms or the entire platforms, and we may experience outages. Outages can lead to increased service expense, can cause reputational damage, result in inquiries and actions by regulators, and can lead to other damages for which we may be responsible, any of which could harm our business.

The emergence or growth of other digital assets, including those with significant private or public sector backing, including by governments, consortiums or financial institutions, could have a negative impact on the price of ENA Token and adversely affect StablecoinX’s business.

As a result of our ENA Token acquisition strategy, a substantial part of our assets will be concentrated in our ENA Token holdings. Accordingly, the emergence or growth of digital assets or stablecoins other than ENA Token may have a material adverse effect on our financial condition.

Additionally, central banks in some countries have started to introduce digital forms of legal tender. For example, China’s central bank digital currency project was made available to consumers in January 2022, and governments including the United States, the European Union, and Israel have been discussing the potential creation of new central bank digital currencies. Whether or not they incorporate blockchain or similar technology, central bank digital currencies, as legal tender in the issuing jurisdiction, could also compete with, or replace, ENA Token and other digital assets as a medium of exchange or store of value. As a result, the emergence or growth of these or other digital assets could cause the market price of ENA Token to decrease, which could have a material adverse effect on our business, prospects, financial condition and operating results.

If interest rates rise or yield opportunities in external DeFi protocol or traditional finance (“TradFi”) become more attractive, our treasury strategy may underperform or become unsustainable.

Our digital asset treasury strategy is designed to generate yield through activities such as staking, liquidity provision, and arbitrage across synthetic and reserve-backed stablecoins. A significant portion of the ENA Token held in our treasury may be used as collateral or otherwise locked in staking contracts to support our validator business. These activities are highly sensitive to prevailing interest rates, changes in market structure, the relative attractiveness of yields in DeFi protocols or TradFi, and shifts in risk appetite across markets.

If interest rates rise or external yield opportunities, whether in DeFi or TradFi, become more attractive relative to the returns generated by our strategy, our treasury operations may underperform or become unsustainable. Additionally, locking digital assets as collateral for staking reduces our flexibility to reallocate capital in response to changing market conditions, potentially increasing opportunity costs or exposing us to elevated counterparty or protocol-specific risks. Any sustained decline in staking rewards or DeFi yields, or increased competition for yield-generating opportunities, may materially and adversely affect our financial performance and liquidity.

We expect that a significant portion of the ENA Tokens in our digital asset treasury will be subject to lock-up restrictions and limited liquidity, increasing our exposure to valuation volatility and impairing our ability to monetize or rebalance the portfolio.

We expect that a substantial portion of our ENA Token holdings will be subject to contractual lock-up restrictions, preventing us from transferring or liquidating those tokens for a defined period of time. As a result, our exposure to ENA Token price fluctuations may be magnified, as we will be unable to adjust our position in response to adverse market conditions. Even after lock-up periods expire, secondary trading in ENA Token may be limited, fragmented across centralized and decentralized exchanges, and subject to significant volatility given ENA Token’s relatively recent issuance, concentrated ownership, and speculative trading activity.

These constraints may impair our ability to actively manage our digital asset treasury, including rebalancing our portfolio, hedging exposures, or accessing liquidity when needed. In the event of adverse price movements, protocol changes, or market disruptions, we may be unable to divest or hedge our ENA Token exposure in a timely or cost-effective manner. As a result, our financial condition, capital flexibility, and ability to pursue strategic opportunities may be materially and adversely affected, particularly during periods of stress or uncertainty in the digital asset markets.

StablecoinX’s ENA Token holdings will be less liquid than its cash and cash equivalents and may not be able to serve as a source of liquidity for StablecoinX.

After the Closing, a substantial part of StablecoinX’s assets will be the ENA Token it holds in its digital asset treasury. Historically, the market for digital assets, including ENA Token, have been characterized by significant volatility in price, limited liquidity and trading volumes, relative anonymity, a developing regulatory landscape, potential susceptibility to market abuse and manipulation, compliance and internal control failures at exchanges and various other risks inherent in its entirely electronic, virtual form and decentralized network. During times of market instability,

we may not be able to sell our ENA Token at favorable prices or at all. As a result, our ENA Token holdings may not be able to serve as a source of liquidity for us to the same extent as cash and cash equivalents. Further, ENA Token held by custodians, including our custodians, does not enjoy the same protections as are available to cash or securities deposited with or transacted by institutions subject to regulation by the Federal Deposit Insurance Corporation or the Securities Investor Protection Corporation. Additionally, we may be unable to enter into term loans, bonds or other capital raising transactions collateralized by our unencumbered ENA Token or otherwise generate funds using our ENA Token holdings, including in particular during times of market instability or when the price of ENA Token has declined significantly. If we are unable to sell our ENA Token, enter into additional capital raising transactions using unencumbered ENA Token as collateral, or otherwise generate funds using our ENA Token holdings, or if we are forced to sell our ENA Token at a significant loss, in order to meet our debt obligations, or our working capital requirements, our business and financial condition could be negatively impacted.

In addition, companies operating in the cryptocurrency sector have historically faced challenges in securing and maintaining banking relationships. Some financial institutions remain hesitant to provide services to businesses engaged in digital asset activities due to regulatory uncertainty, compliance concerns, and perceived risks associated with digital assets. This reluctance could limit our ability to access essential banking services, process transactions, or efficiently convert digital assets to fiat currency. If financial institutions restrict or discontinue banking services for crypto-related businesses, it could disrupt our operations and negatively impact our liquidity and financial position.

SC Assets currently faces and, following the Closing, StablecoinX will face, risks relating to the custody of its ENA Token, including the loss or destruction of private keys required to access our ENA Token and cyberattacks or other data loss relating to our ENA Token. If SC Assets, StablecoinX or its third-party service providers, including Anchorage, experience a security breach or cyberattack and unauthorized parties obtain access to SC Assets’ or StablecoinX’s ENA Token, or if SC Assets’ or StablecoinX’s private keys are lost or destroyed, or other similar circumstances or events occur, including the ability to reverse engineer private keys, SC Assets or StablecoinX may lose some or all of its ENA Token and its financial condition and results of operations could be materially adversely affected.

SC Assets deposited the Locked ENA Token it purchased pursuant to the Token Purchase Agreements, and, following the Closing, StablecoinX expects to hold its ENA Tokens, with a regulated custodian that has duties to safeguard our private keys. All of such Locked ENA Token that has already been purchased and all of the ENA Token we will own at Closing, are expected to be held in custody accounts at Anchorage, a digital asset custodian servicing institution, at least initially. Generally, custodial services contracts do not restrict the ability to reallocate ENA Token among custodians. However, in light of the significant amount of ENA Token we will hold, we may seek to engage additional custodians to achieve a greater degree of diversification in the custody of our ENA Token as the extent of potential risk of loss is dependent, in part, on the degree of diversification. If there is a decrease in the availability of digital asset custodians that we believe can safely custody our ENA Token, for example, due to regulatory developments or enforcement actions that cause custodians to discontinue or limit their services in the United States, we may need to enter into agreements that are less favorable or take other measures to custody our ENA Token, and our ability to seek a greater degree of diversification in the use of custodial services could be materially adversely affected.

Anchorage, through its parent company, maintains a commercial crime insurance policy, which is intended to cover the loss of client assets held in cold storage, including from employee collusion or fraud, physical loss including theft, damage of key material, security breach or hack, and fraudulent transfer, subject to its terms and conditions. The insurance maintained by Anchorage is shared among all of its customers, is not specific to StablecoinX, and may not be available or sufficient to protect StablecoinX from any or all possible losses or sources of losses.

Insurance to cover losses of our current and future ENA Token holdings will likely only cover a small fraction of the value of the entirety of the ENA Token holdings, and there can be no guarantee that such insurance may be obtained or maintained as part of the custodial services we will have or that such coverage will cover losses with respect to our ENA Token. Moreover, our use of custodians exposes us to the risk that the ENA Token our custodians will hold on our behalf could be subject to insolvency proceedings and we could be treated as a general unsecured creditor of the custodian, inhibiting our ability to exercise ownership rights with respect to such ENA Token. Any loss associated with such insolvency proceedings is unlikely to be covered by any insurance coverage we will maintain related to our ENA Token.

ENA Token is controllable only by the possessor of both the unique public key and private key(s) relating to the local or online digital wallet in which the ENA Token is held. While the ENA Token blockchain ledger requires a public key relating to a digital wallet to be published when used in a transaction, private keys must be safeguarded and kept private in order to prevent a third party from accessing the ENA Token held in such wallet. To the extent the private key(s) for a digital wallet are lost, destroyed, or otherwise compromised and no backup of the private key(s) is accessible, neither we nor our custodians will be able to access the ENA Token held in the related digital wallet. Furthermore, we cannot provide assurance that our digital wallets, nor the digital wallets of our custodians held on our behalf, will not be compromised as a result of a cyberattack. The ENA Token and blockchain ledger, as well as other digital assets and blockchain technologies, have been, and may in the future be, subject to security breaches, cyberattacks or other malicious activities.

Security breaches and cyberattacks are of particular concern with respect to our ENA Token. ENA Token and other blockchain-based cryptocurrencies and the entities that provide services to participants in the ENA Token ecosystem have been, and may in the future be, subject to security breaches, cyberattacks or other malicious activities. Although the Ethena Protocol itself has not yet been hacked to our knowledge, there have been some phishing attempts by hackers to deceive Ethena users. For example, in September 2024 hackers created a malicious fake version of Ethena’s website (ethena.fi) to trick users into connecting their wallets to the malicious site so that they could drain their wallet. The team at Ethena took swift action to warn users not to connect to the malicious site and confirmed that the core protocol was not compromised. In March 2024, scammers created a fake ENA Token on the BNB Chain following the announcement of the launch of ENA Token on the Binance Launchpool. While this was not a security breach nor a vulnerability on the Ethena Protocol, the scam led to a loss of about 480 BNB tokens from unsuspecting users who bought the fake ENA Token. A successful security breach or cyberattack could result in:

•        a partial or total loss of our ENA Token in a manner that may not be covered by insurance or the liability provisions of the custody agreements with the custodians who hold our ENA Token;

•        harm to our reputation and brand;

•        improper disclosure of data and violations of applicable data privacy and other laws; or

•        significant regulatory scrutiny, investigations, fines, penalties and other legal, regulatory, contractual and financial exposure;

Further, any actual or perceived data security breach or cybersecurity attack directed at other companies with digital assets or companies that operate digital asset networks, regardless of whether we are directly impacted, could lead to a general loss of confidence in the broader Ethena ecosystem or in the use of the proposed Converge network or any other network validation opportunities in the Ethena ecosystem utilizing ENA Token to conduct financial transactions, which could negatively impact us.

Attacks upon systems across a variety of industries, including industries related to digital assets, are increasing in frequency, persistence and sophistication, and, in many cases, are being conducted by sophisticated, well-funded and organized groups and individuals, including state actors. The techniques used to obtain unauthorized, improper or illegal access to systems and information (including personal data and digital assets), disable or degrade services, or sabotage systems are constantly evolving, may be difficult to detect quickly, and often are not recognized or detected until after they have been launched against a target. These attacks may occur on our systems or those of our third-party service providers or partners. We may experience breaches of our security measures due to human error, malfeasance, insider threats, system errors or vulnerabilities or other irregularities. In particular, unauthorized parties may attempt, to gain access to our systems and facilities, as well as those of our partners and third-party service providers, through various means, such as hacking, social engineering, phishing and fraud. Any such security breach or cyberattack could result in slashing penalties for misbehavior or downtime, vulnerabilities in staking protocols or custody systems, attacks on validator infrastructure (such as denial-of-service or key exfiltration), and exploits or bugs in the underlying blockchain network or smart contract code. Any such event could result in partial or total loss of staked assets, prolonged service outages, reputational harm, or legal liability.

Further, threats can come from a variety of sources, including criminal hackers, hacktivists, state-sponsored intrusions, industrial espionage and insiders. In addition, certain types of attacks could harm us even if our systems are left undisturbed. For example, certain threats are designed to remain dormant or undetectable, sometimes for extended periods of time or until launched against a target and we may not be able to implement adequate preventative measures.

The risk of cyberattacks could also be increased by cyberwarfare in connection with the ongoing Russia-Ukraine and Israel-Hamas conflicts, or other future conflicts, including potential proliferation of malware into systems unrelated to such conflicts. Any future breach of our operations or those of others in the digital asset industry, including third-party services on which we rely, could materially and adversely affect our business.

Our ENA treasury and validator business may be adversely affected by fraud, manipulation, and other abusive practices in ENA trading markets.

While we anticipate that we will, at least initially, acquire most of our additional ENA Token after the Closing directly from the Ethena Foundation in accordance with the terms of the Collaboration Agreement, we may, in the ordinary course of our business acquire ENA Tokens through centralized and decentralized trading venues. Unlike traditional securities exchanges, many of these venues are subject to limited regulation, oversight, and transparency. As a result, trading in ENA Tokens may be more susceptible to fraud and market manipulation.

Digital asset markets have historically experienced practices such as wash trading, spoofing, pump-and-dump schemes, and front-running, which can distort reported trading volumes, mislead market participants, and artificially influence token prices. These practices may be especially prevalent in tokens with relatively limited trading history and liquidity, such as ENA Token. Because ENA Token’s market capitalization and trading volume are significantly smaller than those of larger digital assets such as Bitcoin or Ethereum, even small amounts of manipulative activity could have an outsized effect on the price of ENA Token.

Further, front-running and other manipulative trading strategies have been documented in decentralized exchange environments, where bots exploit knowledge of pending transactions by paying higher gas fees to execute ahead of other participants. Such practices could increase volatility and adversely impact our ability to acquire or dispose of ENA Token at desired prices. In addition, the concentration of ENA Token holdings among a limited number of participants, including early ecosystem contributors, may further increase the risk that a single market participant or group of participants could significantly influence ENA Token’s trading price.

Any fraud, manipulation, or perceived lack of market integrity in the proposed Converge network (or any other network validation opportunities in the Ethena ecosystem utilizing ENA Token) or the market for ENA Token could adversely affect investor confidence in ENA Token, reduce liquidity, depress the market price of ENA Token, and thereby negatively affect the value of our ENA holdings and the market price for StablecoinX Class A Common Stock. Because our validator business depends on ENA Token as staking collateral, significant declines in the price of ENA Token caused by manipulation or fraud could also reduce our staking rewards, subject us to slashing penalties, and materially harm our business, financial condition, and results of operations.

Our custodians have limited insurance protection which exposes us and our shareholders to the risk of loss of our ENA Token for which no person is liable.

We do not expect to maintain insurance coverage for our ENA Token holdings outside of the limited insurance policies that our custodians carry for client wallets. Therefore, a loss may be suffered with respect to our ENA Token that is not covered by insurance and for which no person is liable in damages, which could adversely affect our operations and, consequently, an investment in us. Our future custodians may maintain certain insurance coverage of such types and amounts as they assert to be commercially reasonable for their custodial services provided under our custody agreements with them, including certain commercial crime insurance of limited aggregate principal amount which covers losses stemming from fraud, security breach, hack and asset theft. However, such insurance coverage may be insufficient to protect us against all losses of our ENA Token holdings held in custody with our custodians, whether or not stemming from security breaches, cyberattacks or other types of unlawful activity. Therefore, a loss may be suffered with respect to our ENA Token that is not covered by insurance and for which no person is liable in damages, which could adversely affect our operations and, consequently, an investment in us.

We face other risks related to our ENA Token focused treasury reserve business model.

Our ENA Token focused treasury reserve business model exposes us to various risks, including the following:

•        ENA Token and other digital assets are subject to significant legal, commercial, regulatory, and technical uncertainty, and our ENA Token focused treasury strategy subjects us to enhanced regulatory oversight.

•        Changes in political administration may not guarantee a favorable regulatory environment for ENA Token.

•        Regulatory changes could impact our ability to operate validators or receive rewards.

•        Regulatory scrutiny of the Company’s activities may increase, potentially limiting our operations.

•        Potential litigation risks exist related to smart contract vulnerabilities, validator operations, or our business activities.

•        Future SEC actions or court decisions could classify ENA Token as a security, potentially leading to being determined to be an unregistered investment company, which could lead to penalties, forced unwinding of transactions or lawsuits alleging violations of U.S. securities law.

•        Our operations may be subject to enhanced scrutiny and compliance requirements if ENA Token is classified as a security in the future.

•        If our ENA Token holdings and staking activities are deemed to meet the definition of an “investment company” under the Investment Company Act of 1940, we could face compliance obligations or enforcement actions.

•        Uncertainty around ENA Token’s regulatory status may impact our ability to list on certain exchanges.

•        Increased regulatory focus on blockchains beyond ENA Token and Ethereum could result in new compliance requirements.

See also “— Risks Related to Government Regulation and Legal Compliance”.

Risks Related to Our Relationship with the Ethena Foundation, its Products and the Ethena Protocol

Our business will be centered on supporting the Ethena ecosystem and holding and acquiring its products, including ENA Token. Our dependence on the Ethena Foundation will create concentration risk, and, as a result, a deterioration in our relationship or the Ethena Foundation’s support for a competing validator could materially harm our business.

A substantial portion of our strategic roadmap and treasury strategy relies on a close working relationship with the Ethena Foundation, the entity behind the Ethena Protocol and associated products issued by its affiliates such as ENA, sENA, and sUSDe. This includes the support and discounted acquisition opportunities under our ongoing Collaboration Agreement as well as technical integration, potential delegation of stake, and strategic alignment in market positioning. However, our strategic partnership with the Ethena Foundation may offer no assurances that the Ethena Foundation will remain supportive of our validator operations or treasury activities. The Ethena Foundation may choose to shift strategic priorities, reallocate support to other infrastructure partners, or endorse competing validator entities with more scale, brand recognition, or operational history. In such cases, we may lose access to co-development opportunities, delegation, or ecosystem incentives. A breakdown in the relationship — whether due to governance disputes, misalignment of commercial goals, or regulatory constraints — could damage our market credibility, reduce the effectiveness of our validator operations, and undermine the value of our Ethena-linked asset holdings. This concentration of risk may result in adverse financial and reputational consequences for our company. See also “— Our business will be significantly dependent on the performance, adoption, and credibility of our ecosystem partners, including the Ethena Foundation and its associated assets. The loss of, or a significant decrease in business from, the Ethena Foundation and its associated assets, could have a material adverse effect on our business, financial condition and results of operations.”

Furthermore, unlike a public company or regulated financial institution, the Ethena Foundation is not subject to governance, reporting, or disclosure obligations that would provide us with visibility into its operations, financial condition, or compliance practices. As a result, we have limited visibility into its operations, financial condition, compliance practices, and decision-making processes. Undisclosed vulnerabilities, operational deficiencies, or governance disputes within the Ethena Foundation could have unforeseen consequences for the Ethena Protocol and, by extension, our business and ENA Token holdings. If the Ethena Foundation were to disband, become inactive, or cease maintaining the protocol — whether due to regulatory action, funding shortfalls, or internal conflicts — we could be left dependent on unsupported infrastructure. This could impair our validator operations, reduce the utility of ENA Token, and materially diminish the value of our digital asset treasury. Because our validator business and treasury strategy are designed to align with the Ethena ecosystem, any disruption in the Ethena Foundation’s operations could materially and adversely affect our business, financial condition, and results of operations.

We have limited ability to influence the governance of the Ethena Protocol, and future changes may negatively impact our business.

Although we expect to hold a large amount of ENA Tokens at least initially, which confer governance rights, we will not control the governance of the Ethena Protocol. Protocol parameters, including collateral requirements, staking rewards, treasury policies, and fee structures, are determined by community vote. There is no assurance that future governance decisions will align with our interests or support the continued success of our validator business or treasury strategy.

Changes to governance parameters could reduce staking rewards, eliminate validator incentives, or alter treasury policies in ways that undermine the value of our ENA Token holdings. Further, governance outcomes may be disproportionately influenced by larger token holders or other aligned stakeholders, and we may have limited ability to influence or block proposals that harm our interests. Any adverse governance decisions could materially impair our operations, validator profitability, or the long-term value of our ENA Token holdings.

The long-term value of ENA Token is uncertain because its current utility is limited.

ENA Tokens currently function primarily as a governance tool for the Ethena Protocol and does not carry intrinsic revenue, dividend, or ownership rights. Its long-term value is speculative and depends on the successful development of expanded use cases, such as staking rewards, incentive mechanisms, or other ecosystem-driven utilities. If the Ethena community fails to expand its utility, demand for ENA Token could stagnate, undermining its market value and the value of our treasury holdings.

In addition, the Ethena Protocol has communicated a buyback and burn policy for ENA Token designed to drive long-term value. However, this program is subject to decentralized governance and may be modified, delayed, or discontinued. If the buyback and burn policy is reduced or abandoned, market sentiment toward ENA Token could deteriorate. Any decline in ENA Token’s long-term utility or perceived value could materially reduce the effectiveness of our treasury strategy and adversely affect our financial condition.

The success and stability of USDe is critical to the Ethena ecosystem, and failures could materially harm our business.

The success of the Ethena ecosystem depends on the adoption and stability of USDe, a synthetic stablecoin issued by an affiliate of Ethena Labs and backed by delta-hedged strategies using perpetual futures contracts. The Ethena Protocol’s reliance on perpetual contracts exposes it to funding risks; prolonged periods of negative funding rates could deplete the reserve fund, reduce protocol revenue, and undermine confidence in USDe. Although historical data suggests negative funding periods are often short-lived, there is no guarantee that extreme or sustained funding pressures would not threaten USDe’s peg and destabilize the ecosystem.

The Ethena Protocol also uses liquid staked tokens (“LSTs”), such as stETH, as collateral for its derivatives positions. If the value of an LST materially diverges from its underlying asset, exchanges may forcibly liquidate positions, causing realized losses for the protocol. A severe depeg of an LST or a critical smart contract vulnerability in an LST asset could impair collateral value, force hedging unwinds, and reduce confidence in the stability of USDe.

In addition, the Ethena Protocol relies on Off-Exchange Settlement (“OES”) providers to custody its backing assets and centralized exchanges to execute derivatives trades. Failures or insolvency of a custodian, or a sudden failure of an exchange, could prevent the protocol from hedging its positions or meeting redemption demands. Any loss of funds or prolonged disruption in these systems could damage the stability of USDe and, by extension, the value of ENA.

If USDe were to lose its peg to the U.S. dollar — whether due to funding stresses, collateral depegs, custodial failures, or broader market loss of confidence — the credibility of the Ethena ecosystem could collapse. Because the value of ENA Token is closely tied to the viability of USDe, a failure of USDe would directly and materially impair our ENA Token treasury holdings and our validator business.

Stablecoins such as USDe face significant competitive and regulatory challenges that could undermine their success and, in turn, the value of ENA Token.

The market for stablecoins is intensely competitive. USDe competes with established issuers such as USDC and USDT, which benefit from scale, liquidity, and institutional trust, as well as with emerging products like yield-bearing tokens and potential bank-issued stablecoins. If USDe fails to achieve significant adoption among institutional or retail users, its credibility may diminish, undermining confidence in the Ethena ecosystem and the value of ENA Token.

Stablecoins also face heightened regulatory scrutiny. USDe, as a synthetic stablecoin reliant on derivatives, presents novel risks that may cause regulators to classify it as a security, derivative, or other regulated instrument. Any such classification could limit its use, distribution, or exchange support. In addition, negative publicity affecting stablecoins generally, or adverse events involving major stablecoins such as USDT or USDC, could spill over into the Ethena ecosystem and reduce demand for USDe.

Intense competition, adverse regulatory developments, or negative market sentiment affecting stablecoins could materially undermine USDe’s role in the Ethena ecosystem, reduce confidence in ENA Token’s long-term value, and negatively affect our business, financial condition, and results of operations.

Risks Related to Government Regulation and Legal Compliance

ENA Token and other digital assets are novel assets, which will expose StablecoinX to significant legal, commercial, regulatory and technical uncertainty, which could materially adversely affect StablecoinX’s financial position, operations and prospects.

ENA Token is the governance token for the Ethena Protocol that exists as an ERC-20 token currently on the Ethereum blockchain and derives its value largely from the success of the Ethena Protocol and its products, including but not limited to, sUSDe. While ENA Token itself is not designed to function as a payment stablecoin, its value is indirectly linked to the adoption and performance of such products. ENA Token and other digital assets are relatively novel and have been the source of much regulatory uncertainty, resulting in differing definitional outcomes without a single unifying statement, which subjects them to significant uncertainty that could adversely impact their price.

ENA Token and other digital assets and related products and services are viewed differently by different regulatory and standards setting organizations globally as well as in the United States on the federal and state levels. Certain governments have prohibited certain digital asset activities or have severely curtailed the use of digital assets by prohibiting the acceptance of payment in digital assets, such as Bitcoin, for consumer transactions and barring banking institutions from accepting deposits of digital assets. Other nations, however, allow digital assets to be used and traded without restriction. In some jurisdictions, such as in the United States, digital assets are subject to extensive, and in some cases overlapping, unclear and evolving regulatory requirements. There is a risk that relevant authorities in any jurisdiction may impose more onerous regulation on digital assets, including ENA Token, for example banning its use, regulating its operation, or otherwise changing its regulatory treatment. For example, the SEC has not indicated whether or not ENA Token itself is a security, but has stated that related activities such as liquid staking, yield programs, or validator services may in some cases involve securities offerings. Because our validator business will involve staking ENA Token, we could face heightened scrutiny.

Recent SEC staff statements, including the August 2025 Statement on Certain Liquid Staking Activities, provide limited guidance on when staking arrangements might fall outside the scope of the securities laws. However, these statements are not binding rules or regulations, and any deviation from the fact patterns described, including the use of ENA Token as staking collateral to operate validator nodes, could result in our activities being deemed securities offerings.

The application of state and federal securities laws and other laws and regulations to digital assets is unclear in certain respects, and it is possible that regulators in the United States or foreign countries may interpret or apply existing laws and regulations in a manner that may introduce a cost of compliance, or have a material impact on our business model, and therefore our financial performance and shareholder returns, and/or adversely affects the price of ENA Token. The U.S. federal government, states, regulatory agencies and foreign countries have recently enacted and may also enact additional new laws and regulations, or pursue regulatory, legislative, enforcement or judicial actions, that could materially impact the price of ENA Token or digital assets generally, the ability of individuals or institutions such as us to own or transfer ENA Token or other digital assets, and/or the competitive landscape for our products and services. For example:

•        On January 23, 2025, President Trump signed an Executive Order to promote the growth and use of digital assets, blockchain technology and related technologies across all sectors of the economy. Among other things, the Executive Order established a working group comprised of representatives from key federal agencies, tasked with developing a federal regulatory framework for digital assets and evaluating measures that can be taken to provide regulatory clarity and certainty built on technology-neutral regulations for individuals and firms involved in digital assets, including through well-defined jurisdictional regulatory boundaries. On July 30, 2025, the working group published a report on strengthening American leadership in digital financial technology, which recommended several regulatory and legislative proposals to advance the Executive Order. The Executive Order also instructed the U.S. Department of Treasury, the SEC, and other relevant agencies to identify regulations, guidance, documents, orders and other items affecting the digital asset sector and submit recommendations for what should be rescinded, modified or, to the extent applicable, adopted into regulations. Additionally, it revoked President Biden’s prior Executive Order from March 9, 2022, relating to cryptocurrencies, and all policies, directives and guidance issued pursuant to that Executive Order, including the Department of the Treasury’s framework for international engagement on digital assets issued on July 7, 2022 and the White House framework for digital asset development released on September 16, 2022. The establishment of a new working group within the National Economic Council to propose a federal regulatory framework for digital assets could lead to significant changes in market structure, oversight, consumer protection and risk management. The evolving regulatory environment may pose challenges to our operations, particularly if new regulations introduce additional compliance costs or restrict certain activities.

•        There have also been several bills introduced in Congress that propose to establish additional regulation and oversight of the digital asset markets, including certain legislation to establish a federal supervisory framework for payment stablecoins. With respect to stablecoins, on July 17, 2025, the U.S. Congress passed the Guiding and Establishing National Innovation for U.S. Stablecoins Act (“GENIUS Act”), which was signed into law by President Trump on July 18, 2025. The GENIUS Act introduces the first federal regulatory framework for payment stablecoins, addressing consumer protection, financial stability, national security and anti-money laundering compliance, and establishes prudential requirements for the issuance, reserve backing and supervision of U.S.-dollar-pegged stablecoins. However, it is not yet in effect and certain provisions depend on final implementing regulations, which are to be issued by the primary federal stablecoin regulators. As a result, we may be subject to certain regulatory requirements and restrictions. This may implicate new costs for us and our management may have to devote increased time and attention to regulatory matters or change aspects of our business. Additionally, the regulatory treatment of fiat-backed stablecoins across other jurisdictions remains uncertain.

•        Increased regulation may also result in limitations on the use cases of digital assets, including ENA Token. In addition, regulatory developments may require us to comply with certain existing and new regulatory regimes, such as if any of our activities cause us to be deemed a “money service business” under the regulations promulgated by the Financial Crimes Enforcement Network of the United States under the authority of the U.S. Bank Secrecy Act, including those that would require us to implement certain anti-money laundering programs, submit certain reports to Financial Crimes Enforcement Network of the United States and maintain certain records.

•        In addition to the stablecoin legislation, the U.S. Congress has continued to take steps towards enacting legislation regarding the digital assets market structure. For instance, on July 17, 2025, the U.S. House of Representatives passed the Digital Asset Market Clarity Act (“CLARITY Act”), which, if ultimately enacted, would allocate jurisdiction between the SEC and CFTC with respect to digital assets and create a market-structure framework for digital commodities. The bill also seeks to resolve regulatory ambiguity regarding the meaning of “security” and “commodity” and is now awaiting Senate action. The U.S. federal banking agencies have revoked prior guidance that restricted the ability of financial institutions to engage in digital asset related activities. On March 7, 2025, the Office of the Comptroller of the Currency (“OCC”) issued a letter rescinding its previous guidance that required national banks and federal savings associations to receive prior written non-objection before engaging in crypto-asset-related activities, and reaffirmed these institutions are permitted to provide crypto-asset custody, hold stablecoin reserves and use distributed ledger and stablecoins to engage in payment activities. On March 28, 2025, the Federal Deposit Insurance

Corporation (“FDIC”) issued a letter rescinding a previous letter from 2022 that required prior notification from FDIC-supervised institutions that wanted to engage in crypto-related activities, and confirmed that such institutions may engage in certain permissible digital assets-related activities, if they adequately manage the associated risks (including market and liquidity, operational and cybersecurity and anti-money laundering risks). On April 24, 2025, the Board of Governors of the Federal Reserve System of the United States (“Board of Governors of the Federal Reserve”) announced that it had withdrawn previous guidance that required state member banks to provide advance notification and, in certain cases, obtain nonobjections to engage in certain crypto-asset and dollar-token activities. In July 2025, the OCC, the Board of Governors of the Federal Reserve, and the FDIC issued a statement for banking organizations regarding the safekeeping of digital assets, which focused on how existing laws, regulations and risk management principles apply to such activities, and signaled additional progress in the increasing regulatory clarity for digital assets by key financial regulators in the United States. As a result of these regulatory changes, competition on the offering of certain of our products and services may increase, potentially impacting our revenue, as well as the market price of ENA Token and in turn may adversely affect the market price of StablecoinX Class A Common Stock. On May 7, 2025, the OCC issued a letter confirming that national banks and federal savings associations may provide and outsource cryptocurrency custody and execution services on behalf of customers. See also “StablecoinX will operate in a highly competitive environment and will compete against companies and other entities with similar strategies, including other validator businesses and companies with significant holdings of digital assets, and StablecoinX’s business, operating results and financial condition may be adversely affected if StablecoinX is unable to compete effectively.”

•        The U.S. federal banking agencies have enhanced the supervision of novel activities conducted by banking organizations, especially following the failures of Silicon Valley Bank, Signature Bank and Silvergate Bank in March 2023, which were entities perceived as integral to the digital asset ecosystem, causing a number of digital asset industry participants to struggle to find banks willing to work with them. Reports have also suggested that U.S. regulatory agencies, including the Department of the Treasury, may have advised financial institutions to approach crypto-related clients with caution. While some policymakers and industry participants have argued that this activity constituted a coordinated effort to limit banking access to crypto companies, regulators have not publicly confirmed such an initiative. Congressional hearings continue to explore the extent to which government influence may have contributed to banking challenges for crypto businesses. While recent regulatory developments suggest a more measured approach to crypto-related banking services, as discussed above, and shifts on risk management practices signaling that debanking of digital asset industry participants without individualized risk assessments would not be supported, there is no guarantee that similar measures will not be reintroduced in the future. If banking restrictions tighten due to a shift in U.S. regulatory priorities, the digital asset ecosystem could face challenges in securing banking relationships, which could impact digital asset liquidity, market stability, operational security and institutional adoption, all of which could negatively affect the digital assets market and therefore the value of digital assets.

•        On September 8, 2022, the White House Office of Science and Technology Policy issued a report in coordination with other federal agencies relating to the climate and energy implications of digital assets, such as Bitcoin which rely on energy intensive proof-of-work consensus mechanisms, in the United States. It is unclear how or if the directives set forth in this report will be implemented given the change in administration. In addition to the United States, other governments or governmental bodies globally have introduced or are contemplating environmental and energy legislative and regulatory changes in response to the increasing focus on power consumption required to operate large-scale data centers. A changing legislative environment could create economic and regulatory uncertainty for our business because the industries in which we operate, with their high energy demand, could become targets for future environmental and energy regulations.

•        On April 14, 2023, the SEC re-opened the comment period for its proposal to amend the definition of “exchange” under Exchange Act Rule 3b-16 to encompass trading and communication protocol systems for digital asset securities and trading systems that use distributed ledger or blockchain technology, including both so-called “centralized” and “decentralized” trading systems. On June 12, 2025 the SEC issued a notice to withdraw this proposal. If the SEC seeks to adopt a similar proposal in the future, the new definition would have a sweeping impact on digital asset trading venues and other digital asset industry participants.

•        On January 21, 2025, the SEC announced that then-Acting SEC Chairman Mark Uyeda “launched a crypto task force dedicated to developing a comprehensive and clear regulatory framework for digital assets.” The task force is focused on helping the SEC “draw clear regulatory lines, provide realistic paths to registration, craft sensible disclosure frameworks and deploy enforcement resources judiciously.” While the SEC has formed the crypto task force to provide clarity on the application of the federal securities laws to the digital asset market and to recommend practical policy measures that aim to foster innovation and protect investors, the task force has only recently begun. Additionally, on April 4, 2025, the SEC issued a statement concluding that “covered stablecoins” do not involve the offer or sale of securities within the meaning of the Securities Act or Exchange Act. While it provided a definition of what is a “covered stablecoin,” it is still unclear how this determination would affect non-covered stablecoins, and how it would interact with other proposed bills and regulations proposed by other agencies.

•        On April 8, 2025, CFTC Acting Chairman Caroline Pham directed CFTC Staff, pursuant to Executive Order 14219, to deprioritize actions involving violations of registration requirements under the Commodity Exchange Act unless there is evidence that the non-registrant knew of the registration requirement and violated it willfully. The CFTC’s deprioritization of such enforcement actions, including against unregistered intermediaries who offer derivatives trading on digital assets, could add risk to the digital asset ecosystem.

•        The European Union’s Markets in Crypto Assets Regulation (“MiCA”), a comprehensive digital asset regulatory framework for the issuance and provision of services in relation to digital assets, like ENA Token, became effective in June 2023, with various requirements phasing into effect through 2024. MiCA regulates the authorization requirement for and supervision of crypto-asset service providers, as well as crypto-asset issuers, offerors and persons seeking admission to trading of digital assets in the European Union. In addition, MiCA also requires the European Commission (i) to provide a report on the environmental impact of digital assets and (ii) based upon such report, introduce measures that might be warranted to mitigate the adverse impacts on the environment of technologies employed in markets in digital assets like the consensus mechanisms, such as mandatory minimum sustainability standards for consensus mechanisms, including the proof-of-work consensus mechanisms on which certain digital asset blockchains, like Bitcoin, is based.

•        In November 2023, the SEC filed a complaint against Payward Inc. and Payward Ventures Inc., together known as Kraken, alleging, among other claims, that Kraken’s crypto trading platform was operating as an unregistered securities exchange, broker, dealer and clearing agency, which the SEC agreed to dismiss on March 3, 2025. Additionally, individual states have the ability to file similar lawsuits on the grounds of violations of state securities laws. For example, the Oregon state attorney general filed a lawsuit against Coinbase, Inc. in April 2025, for alleged violations of Oregon state securities law, and there have been similar claims against other digital asset industry participants at a state level.

•       Firms engaging in crypto-asset activities in the U.K. must currently be registered with the Financial Conduct Authority (the “FCA”) under the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (“MLRs”), and are subject to various requirements and obligations as a result. The marketing of digital assets is also restricted and may only be conducted by firms that are authorized by the FCA or registered under the MLRs. The FCA has also introduced rules prohibiting the marketing and sale of derivatives and exchange-traded notes that reference certain types of digital assets to retail customers in the UK, although it now plans to remove the ban on the marketing and sale of exchange-traded notes. The UK regulatory framework for digital assets continues to evolve rapidly, and firms operating in this space face an increasingly complex and restrictive compliance landscape. The FSMA 2023 established a framework to bring certain crypto-asset activities, including issuance and trading, within the UK’s financial regulatory perimeter. Detailed rules relating to the regime are still under consultation by His Majesty’s Treasury and the FCA. In April 2025, His Majesty’s Treasury published draft legislation to bring a wide range of crypto-asset activities within the scope of the UK’s regulatory perimeter, including operating a crypto-asset trading venue, providing custody services and dealing in digital assets. The FCA is also consulting on various elements of its forthcoming crypto-asset regime, including in respect of the issuance of stablecoins, the custody of digital assets and prudential requirements for crypto-asset businesses. The final rules are expected to come into force in phases from late 2025 into 2026.

•       In June 2023, the SEC filed a complaint against Coinbase, Inc. charging it with operating as an unregistered securities exchange, broker and clearing agency, and for the unregistered offer and sale of securities in connection with its staking-as-a-service program. Recently, in February 2025, the SEC announced the filing of a joint stipulation with Coinbase, Inc and Coinbase Global Inc. to dismiss the civil enforcement action against their crypto platform.

•        In November 2023, Binance Holdings Ltd. and its then chief executive officer reached a settlement with the U.S. Department of Justice, the CFTC, the U.S. Department of Treasury’s Office of Foreign Asset Control, and the Financial Crimes Enforcement Network to resolve a multi-year investigation by the agencies and a civil suit brought by the CFTC, pursuant to which Binance Holdings Ltd. agreed to, among other things, pay $4.3 billion in penalties across the four agencies and to discontinue its operations in the United States; and

•        In China, the People’s Bank of China and the National Development and Reform Commission have outlawed cryptocurrency mining and declared all cryptocurrency transactions illegal within the country. Other jurisdictions, including Egypt, Morocco and the Dominican Republic have also made the use of certain digital assets, like Bitcoin, illegal. If the use of ENA Token is made illegal in any jurisdictions, particularly where ENA Token is currently traded in heavy volumes, the available market for ENA Token may contract. Additionally, if another government with considerable economic power were to ban digital assets or related activities, this could have further impact on the price of ENA Token. As a result, the markets and opportunities discussed herein may not reflect the markets and opportunities available to us in the future.

While the current administration has expressed support regarding the development and use of digital assets and the U.S. recently enacted the GENIUS Act, the specific regulatory frameworks, including the potential adoption of the CLARITY Act, are still to be developed. The exact timeline and impact of these efforts on our business is uncertain, and there is uncertainty regarding enforcement actions by several U.S. agencies involving digital asset issuers and trading platforms. Additionally, it is not possible to predict whether, or when, any of these developments will lead to Congress granting additional authorities to the SEC or other regulators, or the impact of any such additional authorities, including the authority that Congress has already granted to the banking agencies under the GENIUS Act. It is also not possible to predict how additional legislation, regulation or other form of regulatory or supervisory oversight, such as the implementing regulations under the GENIUS Act or any Senate amendments to the CLARITY Act, might impact the ability of digital asset markets to function or the willingness of financial and other institutions to continue to provide services to the digital assets industry, nor how any new regulations or changes to existing regulations might impact the value of digital assets generally and ENA Token specifically.

We cannot be certain as to how future regulatory developments will impact the treatment of digital assets generally and ENA Token and any other digital assets we may hold in particular under the law, and ongoing and future regulation and regulatory actions could significantly restrict or eliminate the market for or uses of ENA Token or any other digital assets we may hold and materially and adversely impact our business. If we fail to comply with such additional regulatory and registration requirements, we may seek to cease certain of our operations or be subjected to fines, penalties and other governmental action. Such circumstances could have a material adverse effect on our ability to continue as a going concern or to pursue our business model at all, which could have a material adverse effect on our business, prospects or operations. The consequences of increased regulation of digital assets and digital asset activities could adversely affect the market price of ENA Token and any other digital assets we may hold or expect to hold at such time and in turn adversely affect the market price of StablecoinX Class A Common Stock.

Moreover, the risks of engaging in an ENA Token acquisition strategy are relatively novel and have created, and could continue to create, complications due to the lack of experience that third parties have with companies engaging in such a strategy, such as increased costs of director and officer liability insurance or the potential inability to obtain such coverage on acceptable terms in the future.

The novelty of ENA Token may increase the risk of employee or service provider misconduct or error, which may adversely impact the business of StablecoinX. Employee or service provider misconduct or error could subject us to legal liability, financial losses and regulatory sanctions and could seriously harm our reputation and negatively affect our business. Such misconduct could include engaging in improper or unauthorized transactions or activities, failing to supervise other employees or service providers, improperly using confidential information, as well as improper trading activity. Employee or service provider errors could expose us to the risk of material losses even if the errors are detected. Moreover, the risk of employee or service provider error or misconduct may be even greater for novel

ENA Token products and services which we may offer in the future. It is not always possible to deter misconduct, and the precautions we take to prevent and detect this activity may not be effective in all cases. If we were found to have not met our regulatory oversight and compliance and other obligations, we could be subject to regulatory sanctions, financial penalties, restrictions on our activities for failure to properly identify, monitor and respond to potentially problematic activity and seriously damage our reputation. Our employees, or any contractors and agents we may contract with, could also commit errors that subject us to financial claims for negligence, as well as regulatory actions, or result in financial liability. Further, allegations by regulatory or criminal authorities of improper trading activities could affect our brand and reputation.

The growth of the digital assets industry in general, and the use and acceptance of ENA Token and any other digital assets we may hold in particular, may also impact the price of such tokens and is subject to a high degree of uncertainty. The pace of worldwide growth in the adoption and use of ENA Tokens and any other digital assets we may hold may depend, for instance, on public familiarity with digital assets, ease of buying, accessing or gaining exposure to such tokens, institutional demand for such token as an investment asset, the participation of traditional financial institutions in the digital assets industry, consumer demand for such tokens as a means of payment and the availability and popularity of alternatives to such tokens. Even if the adoption of ENA Token and any other digital assets we may hold grows in the near or medium-term, there is no assurance that usage of such tokens will continue to grow over the long-term. In addition, private actors that are wary of ENA Token or the regulatory concerns associated with ENA Token may take further actions that may have an adverse effect on our business or the market price of StablecoinX Class A Common Stock.

Because ENA is an ERC-20 token that exists solely as a record on the Ethereum blockchain, a variety of technical factors related to Ethereum could impact the security, functionality, and price of ENA Token. For example, malicious attacks on the Ethereum network, vulnerabilities in the ENA smart contracts, unexpected changes to Ethereum’s proof-of-stake consensus mechanism, or hard “forks” of Ethereum into multiple blockchains could undercut the integrity of ENA Token and negatively affect its price. Advances in digital computing, including quantum computing, could also compromise cryptographic protections underlying Ethereum and ENA Token. The liquidity of ENA Token may also be reduced, and its public perception harmed, if financial institutions were to deny or limit banking services to businesses that hold ENA Token, provide ENA-related services, or accept ENA Token as payment. In addition, liquidity of ENA Token could be adversely affected if changes in applicable laws or regulatory requirements impair the ability of exchanges and trading venues to support ENA Token or other digital assets.

The regulatory environment for digital assets in the United States and globally remains highly uncertain and is evolving rapidly. Policymakers are only beginning to develop a comprehensive regulatory framework for digital assets and there is uncertainty regarding how different types of tokens should be classified and regulated. As a result, StablecoinX may face challenges in adapting to proposed or newly enacted laws and regulations, which could materially and adversely affect its business, financial condition and operations.

As digital assets have grown in popularity and market size, various U.S. federal, state and local and foreign governmental organizations, as well as consumer agencies and public advocacy groups, have increasingly scrutinized the operations of digital asset protocols, users and platforms. Areas of focus have included how digital assets can be used to launder the proceeds of illegal activities, fund criminal or terrorist enterprises and evade sanctions. In addition, the safety and soundness of platforms and other service providers that hold digital assets for users have drawn regulatory and public attention. These concerns have led to calls for heightened regulatory oversight, and new laws and regulations.

Unlike traditional financial institutions, which have cultivated long-standing relationships with policymakers and regulators, participants in the digital asset industry, including those involved in the Ethereum ecosystem on which Ethena currently depends, are relatively new to the U.S. legislative and regulatory landscape. While engagement with policymakers and regulators has begun, it is still at a relatively nascent stage and may be insufficient to influence future legislation and regulation. As a result, new laws and regulations may be proposed and adopted in the United States and internationally, or existing laws and regulations may be interpreted in new ways, that adversely affect the cryptoeconomy or digital asset platforms. Consequently, StablecoinX may be disproportionately impacted by such developments, potentially restricting its ability to hold or transact in ENA Tokens or otherwise operate or innovate. Additionally, any future political activities to further our mission may be perceived unfavorably by investors and the public and have an adverse impact on our brand and reputation.

In addition, regulators and enforcement agencies are paying increased attention to whether tokens such as ENA Token should be classified as securities, commodities, or otherwise regulated financial instruments. If ENA Token were determined to be a security, or if our business were determined to involve regulated activities such as operating an investment company or money services business, we could become subject to significant additional regulatory requirements or penalties.

As noted above, there has been increasing focus on the extent to which digital assets can be used to launder the proceeds of illicit activities, fund criminal or terrorist activities, or circumvent sanctions regimes, including those sanctions imposed in response to ongoing war between Russia and Ukraine. If we are found to have purchased any of our ENA Token from bad actors that have used ENA Token to launder money or persons subject to sanctions, we may be subject to regulatory proceedings and any further transactions or dealings in ENA Token by us may be restricted or prohibited.

Regulatory scrutiny has intensified following the collapse of several major industry participants, including FTX Trading Ltd. in November 2022, which has been cited as a catalyst for increased regulatory and enforcement focus on the digital assets industry and certain market participants and practices. Increased enforcement activity and changes in the regulatory environment, including changing interpretations and the implementation of new or varying regulatory requirements by the government or any new legislation affecting ENA Token, as well as enforcement actions involving or impacting our trading venues, counterparties and custodians, may impose significant compliance and other costs on StablecoinX, significantly limit our ability to hold and transact in ENA Token or materially reduce the value of StablecoinX’s ENA Token holdings.

ENA Token’s status as a product that may be offered and sold as a “security” in any relevant jurisdiction, as well as the status of ENA Token-related products, and services in general, is subject to uncertainty, and if StablecoinX is unable to properly characterize such product or service offering, StablecoinX may be subject to regulatory scrutiny, inquiries, investigations, fines and other penalties, which may adversely affect StablecoinX’s business, operating results and financial condition.

The SEC and its staff have taken the position that a range of digital assets, products and services fall within the definition of an investment contract that is offered or sold as a “security” under the U.S. federal securities laws. The legal test for determining whether any given digital asset, product or service that is offered and sold is an investment contract was set forth in the 1946 U.S. Supreme Court case SEC v. W.J. Howey Co. and requires a highly complex, fact-driven analysis. Accordingly, whether any particular digital asset, product or service would be ultimately deemed to be offered and sold as a security is uncertain and difficult to predict notwithstanding the conclusions of the SEC or any conclusions we may draw based on our risk-based assessment regarding the likelihood that a particular digital asset, product or service could be deemed to be offered or sold as a “security” or “securities offering” under applicable laws. Further, even if ENA Tokens themselves are not determined to be securities, related products or services, such as staking, lending or reward programs, could be deemed “securities offerings”.

Recent SEC staff statements, including the August 2025 Statement on Certain Liquid Staking Activities, provide limited guidance on when staking arrangements might fall outside the scope of the securities laws. In particular, the SEC indicated that the liquid staking activities described in the statement do not involve the offer and sale of securities where the service provider’s role is purely administrative or ministerial, no yield is guaranteed, and receipt tokens do not carry rights beyond representing the staked asset. However, these statements are not binding rules or regulations, and any deviation from the described conditions, including the use of staking collateral to run validators, the issuance of derivative or “receipt” tokens, or the exercise of discretion in managing staked assets, could result in such activities being viewed as securities offerings. Because our business model contemplates operating validator nodes using ENA Tokens held in our treasury, our staking activities may attract regulatory scrutiny, and there can be no assurance that they would not be deemed to involve securities under U.S. law.

The SEC has not indicated any position on whether it would or would not consider ENA Tokens to be securities. Any enforcement action by the SEC or any international or state securities regulator asserting that ENA Tokens, or any related product or service, should be treated as securities or the offering of securities, or a court decision to that effect, would likely have an immediate material adverse impact on the trading value of ENA Token and on our business. Further, several foreign jurisdictions have taken a broad-based approach to classifying digital assets, while others have adopted narrower approaches. As a result, certain digital assets, including ENA Token, may be deemed to be securities under the laws of some jurisdictions but not others. Future legislative or regulatory developments could alter the classification of ENA Tokens or related products and services and increase our compliance burden.

Regardless of our conclusions on this topic, we could in the future be subject to legal or regulatory action in the event the SEC or a state or a foreign regulatory authority were to assert, or a court were to determine, that either ENA Token itself or a product or service that we may offer or sell in the future related to ENA Token, such as staking, lending or reward programs, could be viewed a “security” under applicable laws. There can be no assurance that we will properly characterize over time any given ENA Token product or service that is offered and sold as a security or non-security, or that the SEC, foreign regulatory authority or a court having final determinative authority on the topic, if the question was presented to it, would agree with our assessment. We expect our risk assessment policies and procedures to continuously evolve to take into account case law, legislative developments, facts and developments in technology.

If an applicable regulatory authority or a court, in either case having final determinative authority on the topic, were to determine that a product or service that is offered or sold by us in the future is a security, we would not be able to offer such product or service until we are able to do so in a legally compliant manner. A determination by the SEC, a state or foreign regulatory authority, or a court that a product or service that is offered or sold constitutes a security may result in us ceasing to offer that product or service, and may also result in us determining that it is advisable to cease offering products and services entirely, that have similar characteristics to the product or service that was alleged or determined to be a security. Alternatively, we may determine to continue to offer certain future products or services even if the SEC or another regulator alleges that the product or service is offered or sold as a security, pending a final judicial determination as to that product or service’s proper characterization, and the fact that we waited for a final judicial determination would generally not preclude penalties or sanctions against us for our having previously made that product or service available without registering that product or service with the SEC. As such, we could be subject to judicial or administrative sanctions for failing to offer or sell the product or service in compliance with the registration requirements, or for acting as a broker, dealer or national securities exchange without appropriate registration. Such an action could result in injunctions, cease and desist orders, as well as civil monetary penalties, fines and disgorgement, criminal liability, and reputational harm. Additionally, the SEC has brought and may in the future bring enforcement actions against other cryptoeconomy participants and their product offerings and services that may cause us to modify or discontinue a product offering or service. If we were to modify or discontinue any future product offering or service for any reason, our decision may be unpopular with users, may reduce our ability to attract and retain customers (especially if similar products or services continue to be offered by our competitors), and may adversely affect our business, operating results and financial condition.

If ENA Token or any other digital assets we hold or utilize are classified as a “security” by regulators, it could lead to StablecoinX falling within the definition of “investment company” under the Investment Company Act of 1940, as amended (the “1940 Act”), which would subject it to additional regulation and could adversely affect its business as well as the market price of ENA Token and the market price of shares of StablecoinX Class A Common Stock.

Under Sections 3(a)(1)(A) and (C) of the 1940 Act, a company generally will be deemed to be an “investment company” for purposes of the 1940 Act if (1) it is, or holds itself out as being, engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting or trading in securities or (2) it is engaged, or proposes to engage, in the business of investing, reinvesting, owning, holding or trading in securities and it owns or proposes to acquire investment securities having a value exceeding 40% of the value of its total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis. We do not believe that StablecoinX will be an “investment company,” as such term is defined in the 1940 Act, at or following the Closing and, as of the date of this proxy statement/prospectus, it does not intend to register as an “investment company” under the 1940 Act.

While the SEC has not stated a view as to whether ENA Token is or is not a “security” for purposes of the federal securities laws, a determination by the SEC or a court of competent jurisdiction that ENA Token or any other digital assets we may hold or interact with is a security, either retroactively or prospectively, could lead to our meeting the definition of “investment company” under the 1940 Act, if the portion of our assets that consists of investments in such digital assets exceeds the 40% limit prescribed in the 1940 Act, which would subject us to significant additional regulatory requirements that could have a material adverse effect on our business and operations and may also require us to change the manner in which we conduct our business.

We plan to monitor our assets and income in order to conduct our business activities in a manner such that we do not fall within the definition of “investment company” under the 1940 Act or would qualify under one of the exemptions or exclusions provided by the 1940 Act and corresponding SEC rules. If ENA Token or any other digital assets we may hold or interact with is determined to be a security for purposes of the federal securities laws, we may decide to take steps to reduce our holdings of such digital assets as a percentage of our total assets. These steps may include,

among others, selling such digital assets that we might otherwise hold for the long term and deploying our cash in assets that are not considered to be investment securities under the 1940 Act, in which case we may be forced to sell our ENA Token at unattractive prices. We may also seek to acquire additional assets that are not considered to be investment securities under the 1940 Act, and we may need to incur debt, issue additional equity or enter into other financing arrangements that are not otherwise attractive to our business. In addition, we may be determined to be in violation of the Securities Act or the Exchange Act for failing to register as an issuer, broker, or dealer, or for offering securities without a valid exemption. This could result in enforcement proceedings, rescission rights for counterparties, or reputational harm — even if the classification is disputed or later overturned. Any of these actions could have a material adverse effect on our results of operations and financial condition. Moreover, we can make no assurance that we would successfully be able to take the necessary steps to avoid meeting the definition of “investment company” under the 1940 Act and becoming subject to its requirements. If ENA Token is determined to be a security for purposes of the federal securities laws, and if we are not able to come within an available exemption or exclusion under the 1940 Act, then we would have to register as an investment company and require us to change the manner in which we conduct our business. In addition, such a determination could adversely affect the market price of ENA Token and in turn adversely affect the market price of StablecoinX Class A Common Stock.

StablecoinX will not be subject to the same legal and regulatory obligations, including certain compliance and reporting obligations intended to protect investors, that apply to investment companies such as mutual funds and exchange traded funds (“ETFs”), or to obligations applicable to investment advisers.

Mutual funds, ETFs and their directors and management are subject to extensive regulation as “investment companies” and “investment advisers” under U.S. federal and state law; this regulation is intended for the benefit and protection of investors.

We believe we are currently not subject to, and subsequent to the Business Combination, will not be subject to, and do not otherwise voluntarily comply with, these laws and regulations. Consequently, shareholders of StablecoinX do not have the regulatory protections provided to shareholders in registered and regulated investment companies, which, for example, require such companies to have a certain percentage of disinterested directors and regulate the relationship between the investment company and certain of its affiliates. Further, StablecoinX may in the future decide to hold or trade in commodity futures contracts in order to hedge its ENA Token holdings. A futures contract, which is a type of derivative, is subject to the risk of loss caused by unanticipated market movements, which are potentially unlimited. In addition, there may at times be an imperfect correlation between the movement in the prices of futures contracts and the value of their underlying instruments or indexes, and there may at times not be a liquid secondary market for certain futures contracts leading to the possible inability to sell or close out a futures contract at the desired time or price. Commodity futures are regulated by the Commodity Exchange Act, as administered by the CFTC. We do not believe that we are a commodity pool for purposes of the Commodity Exchange Act. Consequently, shareholders will not have the regulatory protections provided to shareholders in Commodity Exchange Act-regulated instruments or commodity pools.

This means, among other things, that the execution of or changes to our ENA Token acquisition and management strategy, our use of leverage, the manner in which our ENA Token is custodied, our ability to engage in transactions with affiliated parties and our operating and investment activities generally are not subject to the extensive legal and regulatory requirements and prohibitions that apply to investment companies and investment advisers. For example, although a significant change to our ENA Token acquisition strategy would require the approval of the StablecoinX Investment Committee, no shareholder or regulatory approval would be necessary. Consequently, the StablecoinX Investment Committee has broad discretion over the investment, leverage and cash management policies it authorizes, whether in respect of our ENA Token holdings or other activities we may pursue, and has the power to change our current policies, including our strategy of acquiring and holding ENA Token.

The accounting treatment of our ENA Token holdings are likely to have significant accounting impacts, including volatility of our results. If financial accounting standards undergo significant changes, our operating results could fluctuate.

In December 2023, the FASB issued ASU 2023-08, effective for fiscal years beginning after December 15, 2024. StablecoinX may be required to adopt ASU 2023-08, which may require us to measure in-scope digital assets (including our ENA Token holdings) at fair value in our statement of financial position, and to recognize gains and losses from changes in the fair value of our ENA Token in net income each reporting period. ASU 2023-08 may also require us

to provide certain interim and annual disclosures with respect to our ENA Token holdings, with a cumulative-effect adjustment to the opening balance of retained earnings as of the beginning of the annual reporting period in which we adopt the guidance. We have not completed an evaluation of what effect the adoption of ASU 2023-08 may have on us but it is possible that it could have a material impact on our financial results in future periods, including the volatility of our financial results, and affect the carrying value of our ENA Token on our balance sheet, and it could also have adverse tax consequences, which in turn could have a material adverse effect on our financial results and the market price of shares of StablecoinX Class A Common Stock.

Additionally, on March 31, 2022, the staff of the SEC issued Staff Accounting Bulletin (“SAB”) No. 121 (“SAB 121”), which represented a significant change regarding how a company safeguarding digital assets held for its platform users reports such digital assets on its balance sheet and required retrospective application as of January 1, 2022. In January 2025, the staff of the SEC issued SAB No. 122 (“SAB 122”), which rescinds the previously-issued interpretive guidance included within SAB 121.

The broader digital assets industry, including the technology associated with digital assets, the rate of adoption and development of and use cases for, digital assets, market perception of digital assets and the legal, regulatory, and accounting treatment of digital assets are constantly developing and changing, and there may be additional risks in the future that are not possible to predict. Uncertainties in or changes to regulatory or financial accounting standards could result in the need to change our accounting methods and may retroactively affect previously reported results and impair our ability to provide timely and accurate financial information, which could adversely affect our financial statements, result in a loss of investor confidence, and our business, operating results and financial condition.

Our compliance and risk management methods might not be effective, particularly in connection with our validator operations and digital asset treasury strategy.

Our ability to comply with complex and evolving laws, regulations, and rules applicable to digital asset businesses, including those relating to securities, commodities, money transmission, and staking activities, depends heavily on the establishment and maintenance of robust legal, compliance, audit, and reporting systems, as well as our ability to attract and retain qualified compliance and risk management personnel. Although we expect to devote significant resources to developing policies and procedures to identify, monitor, and manage our risks, there can be no assurance that these policies and procedures will always be effective or sufficient.

Our risk management systems must address unique risks associated with operating validator nodes, maintaining our digital asset treasury and managing our ENA Tokens as staking collateral. These include risks of slashing penalties, validator downtime, cybersecurity incidents, private key compromise, and smart contract vulnerabilities. Failures in monitoring, configuration, or system performance could result in loss of ENA Tokens or reduced staking rewards. Our digital asset treasury strategy also exposes us to market, liquidity, and counterparty risks, which may be exacerbated during periods of market stress and may not be adequately mitigated by our current controls.

Like many digital asset businesses, our risk management policies and procedures will rely on a combination of technical safeguards and human supervision that are subject to error, failure, or circumvention. Some of our methods may be discretionary and based on internally developed models, observed historical market behavior, or standard industry practices, which may not adequately anticipate or prevent losses, particularly in extreme or unprecedented market conditions. Our testing and quality control practices may also fail to detect deficiencies before they result in material harm.

In addition, we may adjust our risk management policies and procedures to allow for an increased risk tolerance in pursuit of yield or growth opportunities. Such adjustments could expose us to the risk of greater losses, which could materially adversely affect our business, financial condition, and results of operations.

Risks Related to Being a Public Company

The market price of StablecoinX Class A Common Stock may be volatile and decline materially as a result of volatility in ENA Token or the digital asset markets generally, or for other reasons. You should be aware that you may lose some or all of your investment.

The trading price of StablecoinX Class A Common Stock following the completion of the Business Combination is likely to be volatile. The stock market has recently experienced and in the future may experience extreme volatility.

This volatility has often been unrelated or disproportionate to the operating performance of particular companies. You may not be able to resell your shares of StablecoinX Class A Common Stock at an attractive price due to a number of factors such as the following:

•        StablecoinX’s operating and financial performance and prospects;

•        risk of StablecoinX’s credit rating being downgraded;

•        StablecoinX’s quarterly or annual earnings or those of other companies in its industry compared to market expectations;

•        conditions that impact demand for StablecoinX’s future products and/or services;

•        future announcements concerning StablecoinX’s business, its customers’ businesses or its competitors’ businesses;

•        the public’s reaction to StablecoinX’s press releases or other public announcements and filings with the SEC;

•        the market’s reaction to StablecoinX’s reduced disclosure and other requirements as a result of being an “emerging growth company” under the JOBS Act;

•        the size of StablecoinX’s public float;

•        volatility in ENA Token, StablecoinX’s principal asset;

•        the control over StablecoinX by the Ethena Foundation, which results in StablecoinX being expected to qualify as a “controlled company” under securities exchange rules, and may create conflicts of interest between StablecoinX and the Ethena Foundation;

•        coverage by or changes in financial estimates by securities analysts or failure to meet their expectations;

•        market and industry perception of StablecoinX’s success, or lack thereof, in pursuing its strategy;

•        strategic actions by StablecoinX or its competitors, such as acquisitions or restructurings;

•        changes in laws or regulations which adversely affect StablecoinX’s industry or StablecoinX;

•        privacy and data protection laws, privacy or data breaches, or the loss of data;

•        changes in StablecoinX’s accounting standards, policies, guidance, interpretations or principles;

•        changes in StablecoinX’s senior management or key personnel;

•        issuances, exchanges or sales, or expected issuances, exchanges or sales of shares of StablecoinX Class A Common Stock;

•        changes in StablecoinX’s dividend policy;

•        the lack of voting rights;

•        failure by StablecoinX to comply with regulatory requirements, including those related to governance and control requirements in particular jurisdictions, international sanctions or a change in regulations or enforcement policies that adversely affects our operations;

•        adverse resolution of new or pending investigation, regulatory action or litigation against StablecoinX; and

•        changes in general market, economic and political conditions in the United States and other global economies or financial markets, including those resulting from inflation and related monetary policy in response to inflation, natural disasters, terrorist attacks, acts of war and responses to such events.

Broad market and industry factors may materially reduce the market price of StablecoinX Class A Common Stock, regardless of StablecoinX’s operating performance. In addition, price volatility may be greater if the public float and trading volume of StablecoinX Class A Common Stock is low. As a result, you may suffer a loss on your investment.

The share price of StablecoinX Class A Common Stock may be exposed to additional risks because our business will become a public company through a “de-SPAC” transaction. There has been increased focus by government agencies on such transactions, and StablecoinX expects that increased focus to continue. StablecoinX may be subject to increased scrutiny by the SEC and other government agencies on holders of StablecoinX securities as a result, which could adversely affect the price of StablecoinX Class A Common Stock.

A substantial part of StablecoinX’s assets following the Business Combination will be its ENA Token holdings and cash and cash equivalents from the proceeds of the Business Combination and the PIPE not invested in ENA Token. Although StablecoinX is expected to have certain other operations, StablecoinX will depend on such retained cash and cash equivalents to pay its expenses and other obligations.

Upon consummation of the Business Combination, a substantial part of StablecoinX’s assets will be its ENA Token holdings and cash and cash equivalents from the proceeds of the Business Combination and the PIPE not invested in ENA Token. While StablecoinX plans to generate revenue through its validator business and staking rewards, as well as active management of its ENA Token holdings, these business strategies are subject to risks as described in this section. StablecoinX’s ability to pay taxes and operating expenses, as well as its debt service obligations in the future, if any, will be largely dependent upon the financial results and cash flows resulting from its business strategies. There can be no assurance that StablecoinX will generate sufficient cash flow from its validator business, or that applicable law and contractual restrictions, including negative covenants under any debt instruments, if applicable, will permit the sale of ENA Token in order to fund working capital needs. StablecoinX may default on contractual obligations or have to borrow additional funds. In the event that StablecoinX is required to borrow additional funds, it could adversely affect StablecoinX’s liquidity and subject it to additional restrictions imposed by lenders. If StablecoinX enters into additional financing or other agreements in the future, StablecoinX cannot make assurances that these agreements will be on favorable terms or that they will not restrict the distribution of dividends or other payments to shareholders.

StablecoinX’s ability to timely raise capital in the future may be limited, or may be unavailable on acceptable terms, if at all. StablecoinX’s failure to raise capital when needed could harm its business, operating results and financial condition.

StablecoinX cannot be certain if it will generate sufficient cash thorough its validator business, or the active management of its ENA Token holdings to fund future operations or growth of its business. Additional financing may not be available on favorable terms, if at all. If adequate funds are not available on acceptable terms, StablecoinX may be forced to sell all or a portion of its ENA Token holdings to raise capital and if it is unable to do so, StablecoinX may be unable to invest in future growth opportunities, which could harm StablecoinX’s business, operating results and financial condition. StablecoinX may from time to time issue notes in order to further its ENA Token acquisition strategy. If StablecoinX incurs any debt, the debt holders could also have rights senior to holders of StablecoinX Common Stock to make claims on StablecoinX’s assets. The terms of any debt could restrict StablecoinX’s operations, including its ability to pay dividends on the shares of StablecoinX Class A Common Stock. As a result, StablecoinX shareholders bear the risk of future issuances of debt securities reducing the value of the shares of StablecoinX Class A Common Stock.

The issuance of additional shares or convertible securities by StablecoinX could make it difficult for another company to acquire StablecoinX, may dilute the ownership of StablecoinX shareholders and could adversely affect the price of StablecoinX Class A Common Stock.

StablecoinX may obtain additional financing and may issue additional shares and/or offering debt or other equity securities, including senior or subordinated notes, debt securities convertible into equity and/or preferred shares. Issuing additional shares of StablecoinX Common Stock, other equity securities, and/or securities convertible into equity may dilute the economic and voting rights of StablecoinX’s then existing shareholders, reduce the market price of outstanding shares of StablecoinX Class A Common Stock, or both. Debt securities convertible into equity could be subject to adjustments in the conversion ratio pursuant to which certain events may increase the number of equity securities issuable upon conversion. Preferred shares, if issued, could have a preference with respect to liquidating distributions or a preference with respect to dividend payments that could limit StablecoinX’s ability to pay dividends to the holders of shares of StablecoinX Class A Common Stock. The potential issuance of additional securities may delay or prevent a change in control of us, discourage bids for our securities at a premium to the market price, and materially and adversely affect the market price and the voting and other rights of the holders of our securities, including StablecoinX Class A Common Stock. StablecoinX’s decision to issue securities in any future offering will

depend on market conditions and other factors beyond its control, which may adversely affect the amount, timing or nature of its future offerings. As a result, holders of shares of StablecoinX Class A Common Stock bear the risk that StablecoinX’s future offerings and exercise of any options under any stock option plans that StablecoinX may implement may reduce the market price of StablecoinX Class A Common Stock and dilute their percentage ownership. See the section entitled “Description of StablecoinX Securities.”

Future resales of StablecoinX Class A Common Stock after the consummation of the Business Combination may cause the market price of StablecoinX’s securities to drop significantly, even if StablecoinX’s business is doing well.

The Lock-Up Agreements to be entered into at Closing provide that after the consummation of the Business Combination and subject to certain exceptions, the StablecoinX Common Stock received by the Sellers and certain TLGY Insiders will be locked-up and subject to transfer restrictions, as described below, subject to certain exceptions, as described in the section “The Business Combination Proposal — Related Agreements — Lock-Up Agreements.”

However, following the expiration of such lock-up, the Sellers and the TLGY Insiders will not be restricted from selling shares of StablecoinX Common Stock held by them, other than as restricted by applicable securities laws. Although the shares of StablecoinX Common Stock held by Ethena are not subject to contractual lock-up restrictions, Ethena will be restricted from selling its shares of StablecoinX Common Stock by applicable securities laws, as an “affiliate” of StablecoinX. In addition, pursuant to the Related Agreements, StablecoinX will agree to register for resale, pursuant to Rule 415 under the Securities Act, shares of StablecoinX Class A Common Stock that are held by the TLGY Insiders, the Sellers and Ethena. Pursuant to the Related Agreements, such parties will have customary registration rights, including demand and piggy-back rights.

As restrictions on resale end and registration statements (filed after the Closing to provide for the resale of such shares from time to time) are available for use, the sale or possibility of sale of these shares could have the effect of increasing the volatility in the market price of StablecoinX Class A Common Stock and the market price of StablecoinX Class A Common Stock could decline if the holders of currently restricted shares sell them or are perceived by the market as intending to sell them.

StablecoinX will incur significant costs post-Business Combination as a result of being a public company, including additional legal, accounting, insurance and other expenses, as well as costs associated with public company reporting requirements.

StablecoinX will incur significant legal, accounting, insurance and other expenses, including costs associated with public company reporting requirements following completion of the Business Combination. StablecoinX will incur significant costs associated with complying with the requirements of the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, and related rules implemented by the SEC and Nasdaq, or any other national securities exchange on which it may list its securities. StablecoinX expects these laws and regulations to increase its legal and financial compliance costs after the Business Combination and to render some activities more time-consuming and costly, although StablecoinX is currently unable to estimate these costs with any degree of certainty. StablecoinX is expected to need to hire more employees post-Business Combination or engage outside consultants to comply with these requirements, which will increase its post-Business Combination costs and expenses. These laws and regulations could make it more difficult or costly for StablecoinX to obtain certain types of insurance, including directors’ and officers’ liability insurance, and StablecoinX may be forced to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. These laws and regulations could also make it more difficult for StablecoinX to attract and retain qualified persons to serve on the StablecoinX Board or board committees or as executive officers. Furthermore, if StablecoinX is unable to satisfy its obligations as a public company, it could be subject to delisting of its StablecoinX Class A Common Stock, fines, sanctions and other regulatory action and potentially civil litigation.

StablecoinX’s management team may not have experience managing and operating a U.S. public company.

The management team of StablecoinX after the Closing has not yet been fully determined and it is possible that certain members of the team may not have experience managing and operating a U.S. publicly traded company, interacting with U.S. public company investors, and complying with the increasingly complex laws pertaining to U.S. public companies. Its transition to being a U.S. public company subjects StablecoinX to significant regulatory oversight and reporting obligations under the U.S. federal securities laws and the continuous scrutiny of securities analysts and investors. These new obligations and constituents will require significant attention from StablecoinX’s senior management and could divert their attention away from the day-to-day management of its business. StablecoinX may not have adequate

personnel with the appropriate level of knowledge, experience and training in the accounting policies, practices or internal control over financial reporting required of U.S. public companies. The development and implementation of the standards and controls necessary for StablecoinX to achieve the level of accounting standards required of a public company may require costs greater than expected. To support its operations as a U.S. public company, StablecoinX plans to recruit additional qualified employees or external consultants with relevant experience, which will increase its operating costs in future periods. Should any of these factors materialize, StablecoinX’s business, financial condition and results of operations could be adversely affected.

If StablecoinX is unable to maintain an effective system of internal controls and compliances, its business and reputation could be adversely affected.

Although StablecoinX plans to manage regulatory compliance by monitoring and evaluating its internal controls to ensure that it is in compliance with all relevant statutory and regulatory requirements, there can be no assurance that deficiencies in its internal controls and compliances will not arise, or that it will be able to implement, and continue to maintain, adequate measures to rectify or mitigate any such deficiencies in its internal controls, in a timely manner or at all. StablecoinX cannot assure that there will be no instances of inadvertent non-compliances with statutory requirements, which may subject it to regulatory action, including monetary penalties, which may adversely affect its business and reputation. See also “Our compliance and risk management methods might not be effective, particularly in connection with our validator operations and digital asset treasury strategy.”

StablecoinX’s possible failure to timely and effectively implement controls and procedures required by Section 404(a) of the Sarbanes-Oxley Act that will be applicable to it following consummation of the Business Combination could have a material adverse effect on its business, financial condition, results of operations, cash flow and prospects.

Section 404 of the Sarbanes-Oxley Act will require StablecoinX to evaluate the effectiveness of its internal control over financial reporting as of the end of each fiscal year, including a management report assessing the effectiveness of its internal control over financial reporting beginning with its first Annual Report on Form 10-K for the year in which the Business Combination is consummated. Additionally, once StablecoinX ceases to be an emerging growth company, its independent registered accounting firm will also be required to attest to the effectiveness of its internal control over financial reporting in each Annual Report on Form 10-K to be filed with the SEC. StablecoinX may in the future identify material weaknesses or significant deficiencies that it may be unable to remedy before the requisite deadline for those reports. StablecoinX’s ability to comply with the annual internal control reporting requirements will depend on the effectiveness of its financial reporting and data systems and controls across its company. StablecoinX expects these systems and controls to involve significant expenditures and to become increasingly complex as its business grows. To effectively manage this complexity, StablecoinX will need to continue to improve its operational, financial and management controls and its reporting systems and procedures. Any weaknesses or deficiencies or any failure to implement required new or improved controls, or difficulties encountered in the implementation or operation of these controls, could harm its operating results and cause it to fail to meet its financial reporting obligations or result in material misstatements in its financial statements, which could adversely affect our business and reduce the market price of StablecoinX Class A Common Stock.

StablecoinX will be an “emerging growth company.” The reduced public company reporting requirements applicable to emerging growth companies may make StablecoinX Class A Common Stock less attractive to investors.

StablecoinX will qualify as an “emerging growth company,” as defined in the JOBS Act. While StablecoinX remains an emerging growth company, it will be permitted to and plans to rely on exemptions from certain disclosure requirements that are applicable to other public companies that are not emerging growth companies. These provisions include: (i) an exemption from compliance with the auditor attestation requirement in the assessment of StablecoinX’s internal control over financial reporting pursuant to Section 404 of Sarbanes-Oxley, (ii) not being required to comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements, (iii) reduced disclosure obligations regarding executive compensation arrangements in StablecoinX’s periodic reports, registration statements and proxy statements, and (iv) exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. As a result, the information StablecoinX provides will be different than the information that is available with respect to other public companies that are not emerging growth companies.

In addition, Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the exemption from complying with new or revised accounting standards provided in Section 7(a)(2)(B) of the Securities Act as long as StablecoinX is an emerging growth company. An emerging growth company can therefore delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies, but any such election to opt out is irrevocable.

StablecoinX cannot predict whether investors will find StablecoinX Class A Common Stock less attractive if it relies on these exemptions. If some investors find StablecoinX Class A Common Stock less attractive as a result, there may be a less active trading market for StablecoinX Class A Common Stock. The market price of StablecoinX Class A Common Stock may be more volatile.

StablecoinX expects to remain an emerging growth company until the earlier of (i) the last day of the fiscal year (1) following the fifth anniversary of the consummation of the Business Combination, (2) in which StablecoinX has total annual gross revenue of at least $1.235 billion, or (3) in which StablecoinX is deemed to be a large accelerated filer, which means the market value of StablecoinX Common Stock that is held by non-affiliates equaled or exceeded $700 million as of the end of that year’s second fiscal quarter, and (ii) the date on which StablecoinX has issued more than $1.00 billion in non-convertible debt securities during the prior three-year period.

StablecoinX may be subject to material litigation, including individual and class action lawsuits, as well as investigations and enforcement actions by regulators and governmental authorities. These matters are often expensive and time consuming, and, if resolved adversely, could harm StablecoinX’s business, financial condition and operating results.

We may from time to time become subject to claims, arbitrations, individual and class action lawsuits with respect to a variety of matters, including employment, consumer protection, advertising and securities. In addition, we may from time to time become subject to, government and regulatory investigations, inquiries, actions or requests, other proceedings and enforcement actions alleging violations of laws, rules and regulations, both foreign and domestic. The scope, determination and impact of claims, lawsuits, government and regulatory investigations, enforcement actions, disputes and proceedings to which we are subject cannot be predicted with certainty, and may result in:

•        substantial payments to satisfy judgments, fines or penalties;

•        substantial outside counsel, advisor and consultant fees and costs;

•        substantial administrative costs, including arbitration fees;

•        additional compliance and licensure requirements;

•        loss or non-renewal of then-existing licenses or authorizations, or prohibition from or delays in obtaining additional licenses or authorizations, required for our business;

•        loss of productivity and high demands on employee time;

•        criminal sanctions or consent decrees;

•        termination of certain employees, including members of our executive team;

•        barring of certain employees from participating in our business in whole or in part;

•        orders that restrict our business or prevent us from offering certain products or services;

•        changes to our business model and practices;

•        an inability to deliver on our strategy;

•        delays to planned transactions, product launches or improvements; and

•        damage to our brand and reputation.

Regardless of the outcome, any such matters can have an adverse impact, which may be material, on our business, operating results or financial condition because of legal costs, diversion of management resources, reputational damage and other factors.

Risks Related to Ownership of StablecoinX’s Securities

We cannot be certain that an active trading market for shares of StablecoinX Class A Common Stock will develop or be sustained after the Business Combination, and following the completion of the Business Combination, its share price may fluctuate significantly as a result of numerous factors beyond StablecoinX’s control.

There is currently no public market for shares of StablecoinX Class A Common Stock. StablecoinX anticipates that trading of its Class A common stock will begin on the first trading day after the Closing. However, StablecoinX cannot guarantee that an active trading market for its Class A common stock will develop or be sustained after the Business Combination, nor can StablecoinX predict the prices at which its Class A common stock may trade after the Business Combination.

The market price of shares of StablecoinX Class A Common Stock may decline or fluctuate significantly due to a number of factors, many of which may be beyond StablecoinX’s control, including:

•        actual or anticipated fluctuations in the price of ENA, USDe or sUSDe;

•        actual or anticipated fluctuations in StablecoinX’s operating results;

•        the operating and trading price performance of comparable companies or digital assets;

•        changes in the StablecoinX Board or management;

•        changes in StablecoinX’s capital structure, such as changes to its treasury strategy or future issuances of debt or equity securities;

•        changes in reputation concerning the digital assets held byStablecoinX;

•        price and volume fluctuations in the overall stock market, including as a result of trends in the economy as a whole;

•        fluctuation of interest rates, exchange rates, taxes, inflationary pressure;

•        changes in the regulatory and legal environment under which StablecoinX operates; and

•        other macroeconomic events or factors, including those resulting from pandemics or other public health crises, war, incidents of terrorism or responses to these events.

Over the past several years, the stock market has experienced extreme price and volume fluctuations and companies have been experiencing volatility in the market price of their securities which are unrelated or disproportionate to their operating results. Shareholders have instituted securities class action litigation against companies following periods of volatility in the market price of their securities. Any similar litigation against StablecoinX could result in substantial costs, divert management’s attention and resources and harm its business, financial condition and results of operations.

StablecoinX does not expect to pay any cash dividends for the foreseeable future.

StablecoinX currently intends to use future earnings to grow its business and accumulate additional digital assets. As a result, StablecoinX does not expect to pay any cash dividends for the foreseeable future. All decisions regarding the payment of dividends by StablecoinX will be made in the sole discretion of the StablecoinX Board from time to time in accordance with applicable law. There can be no assurance that StablecoinX will have sufficient surplus under applicable law to be able to pay any dividends at any time in the future. This may result from extraordinary cash expenses, funding of capital expenditures or increases in reserves. If StablecoinX does not pay dividends, the price of shares of StablecoinX Class A Common Stock that you receive in the Business Combination must appreciate for you to receive a gain on your investment. This appreciation may not occur. Further, you may have to sell some or all of your shares of StablecoinX Class A Common Stock in order to generate cash flow from your investment.

If securities or industry analysts do not publish research or reports about StablecoinX’s business or publish negative reports, the market price of StablecoinX Class A Common Stock could decline.

The trading market for StablecoinX Class A Common Stock will be influenced by the research and reports that industry or securities analysts publish about StablecoinX, StablecoinX’s business. StablecoinX may be unable or slow to attract research coverage and if one or more analysts cease coverage of StablecoinX, the price and trading volume of StablecoinX’s securities would likely be negatively impacted. If any of the analysts that may cover StablecoinX change their recommendation regarding StablecoinX’s securities adversely, or provide more favorable relative recommendations about StablecoinX’s competitors, the price of StablecoinX’s securities would likely decline. If any analyst that may cover StablecoinX ceases covering StablecoinX or fails to regularly publish reports on StablecoinX, it could lose visibility in the financial markets, which could cause the price or trading volume of StablecoinX’s securities to decline. If one or more of the analysts who cover StablecoinX downgrades StablecoinX Class A Common Stock or if StablecoinX’s reporting results do not meet their expectations, the market price of StablecoinX Class A Common Stock could decline. Moreover, the market price of StablecoinX Class A Common Stock may decline after the Business Combination if StablecoinX does not achieve the perceived benefits of the Business Combination as rapidly or to the extent anticipated by financial analysts, or the effect of the Business Combination on StablecoinX’s financial results is not consistent with the expectations of financial analysts. Accordingly, holders of StablecoinX Common Stock following the consummation of the Business Combination may experience a loss as a result of a decline in the market price of StablecoinX Class A Common Stock. In addition, a decline in the market price of StablecoinX Class A Common Stock following the consummation of the Business Combination could adversely affect StablecoinX’s ability to issue additional securities and to obtain additional financing in the future.

Future sales of shares by the Ethena Foundation or other significant StablecoinX shareholders could cause the price of shares of StablecoinX Class A Common Stock to drop significantly.

The Ethena Foundation is expected to have a controlling financial interest in StablecoinX and will have approximately 69.5% of the voting interest of StablecoinX upon the Closing in each of the No Redemption Scenario, 50% Redemption Scenario and Maximum Redemption Scenario. If the Ethena Foundation or other significant shareholders sell or indicate an intention to sell substantial amounts of their shares of StablecoinX Class A Common Stock in the public market, the trading price of the shares of StablecoinX Class A Common Stock could decline,

Because StablecoinX will be a “controlled company” under The Nasdaq Stock Market listing standards, our stockholders may not have certain corporate governance protections that are available to stockholders of companies that are not controlled companies.

So long as more than 50% of the voting power for the election of directors of StablecoinX is held by an individual, a group or another company, StablecoinX will qualify as a “controlled company” under The Nasdaq Stock Market listing requirements. Following the completion of the Business Combination, the Ethena Foundation will control a majority of the voting power of our outstanding capital stock. As a result, StablecoinX will be a “controlled company” under The Nasdaq Stock Market listing standards and will not be subject to the requirements that would otherwise require us to have: (i) a majority of independent directors; (ii) a nominating committee comprised solely of independent directors; (iii) compensation of our executive officers determined by a majority of the independent directors or a compensation committee comprised solely of independent directors; and (iv) director nominees selected, or recommended for the Board’s selection, either by a majority of the independent directors or a nominating committee comprised solely of independent directors.

The Ethena Foundation may have its interests in StablecoinX diluted due to future equity issuances or its own actions in selling shares of StablecoinX Class A Common Stock, in each case, which could result in a loss of the “controlled company” exemption under The Nasdaq Stock Market listing rules. StablecoinX would then be required to comply with those provisions of The Nasdaq Stock Market listing requirements.

The dual class structure of StablecoinX Common Stock will have the effect of concentrating voting power with the Ethena Foundation, which will eliminate an investor’s ability to influence the outcome of important transactions, including a change in control.

Shares of StablecoinX Class B Common Stock will have 1 vote per share, while shares of StablecoinX Class A Common Stock will have no votes per share. Upon the consummation of the Business Combination, in each of the No Redemption Scenario, 50% Redemption Scenario and Maximum Redemption Scenario, it is expected that the Ethena Foundation will own approximately 69.5% of the issued and outstanding shares of StablecoinX Class B Common Stock. Accordingly, upon the consummation of the Business Combination, the Ethena Foundation will hold approximately 69.5% of the voting power of StablecoinX’s capital stock and will be able to control matters submitted to our stockholders for approval, including the election of directors, amendments of our organizational documents and any merger, consolidation, sale of all or substantially all of our assets or other major corporate transactions. The Ethena Foundation may have interests that differ from yours and may vote in a way with which you disagree and which may be adverse to your interests. This concentrated control may have the effect of delaying, preventing or deterring a change in control of StablecoinX, could deprive our stockholders of an opportunity to receive a premium for their capital stock as part of a sale of StablecoinX, and might ultimately affect the market price of shares of StablecoinX Class A Common Stock. For information about our dual class structure, see the section titled “Description of StablecoinX Securities.”

We cannot predict the impact StablecoinX’s dual class structure may have on the stock price of StablecoinX Class A Common Stock.

We cannot predict whether StablecoinX’s dual class structure will result in a lower or more volatile market price of StablecoinX Class A Common Stock or in adverse publicity or other adverse consequences. Certain stock index providers exclude or limit the ability of companies with multi-class share structures from being added to certain of their indices. In addition, several stockholder advisory firms and large institutional investors oppose the use of multi-class share structures. As a result, the multi-class structure of our common stock may (i) make us ineligible for inclusion in certain indices and may discourage such indices from selecting us for inclusion, notwithstanding our automatic termination provision, (ii) cause stockholder advisory firms to publish negative commentary about our corporate governance practices or otherwise seek to cause us to change our capital structure, and (iii) result in large institutional investors not purchasing shares of StablecoinX Class A Common Stock. Given the sustained flow of investment funds into passive strategies that seek to track certain indexes, exclusion from stock indexes would likely preclude investment by many of these funds and could make shares of StablecoinX Class A Common Stock less attractive to other investors. As a result, the market price of shares of StablecoinX Class A Common Stock could be adversely affected.

EXTRAORDINARY GENERAL MEETING OF TLGY

General

TLGY is furnishing this proxy statement/prospectus to its shareholders as part of the solicitation of proxies by the TLGY Board for use at the extraordinary general meeting and at any adjournment or postponement thereof. This proxy statement/prospectus provides TLGY shareholders with information they need to know to be able to vote or direct their vote to be cast at the extraordinary general meeting.

Date, Time and Place of the Extraordinary General Meeting

The extraordinary general meeting will be held at [•], New York City time, on [•], 2025 at the offices of Perkins Coie LLP located at 1155 Avenue of the Americas, New York, New York 10036, or virtually via live webcast at [•].

Purpose of the Extraordinary General Meeting

At the extraordinary general meeting, TLGY is asking holders of TLGY Ordinary Shares to consider and vote upon:

•        the Business Combination Proposal. A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A;

•        the SPAC Merger Proposal (together with the Business Combination Proposal, the “Condition Precedent Proposals”). A copy of the Plan of Merger is attached to this proxy statement/prospectus as Annex B; and

•        the Adjournment Proposal.

The transactions contemplated by the Business Combination Agreement will be consummated only if the Condition Precedent Proposals are approved by the shareholders at the extraordinary general meeting, and if the other conditions to closing are satisfied or waived. Each of the Condition Precedent Proposals is cross-conditioned on the approval of the other. The Adjournment Proposal is not conditioned upon the approval of any other proposal set forth in this proxy statement/prospectus.

Recommendation of the TLGY Board

The TLGY Board believes that the Business Combination Proposal and the other proposals to be presented at the extraordinary general meeting are in the best interest of TLGY’s shareholders and unanimously recommends that its shareholders vote “FOR” the approval of the Business Combination Proposal, “FOR” the approval of the SPAC Merger Proposal and “FOR” the approval of the Adjournment Proposal, if presented to the extraordinary general meeting.

For a description of the TLGY Board’s reasons for the approval of the Business Combination and the unanimous recommendation of the TLGY Board, see the subsection entitled “The Business Combination Proposal — The TLGY Board’s Reasons for the Approval of the Business Combination”.

When you consider the recommendation of the TLGY Board in favor of approval of these proposals, you should keep in mind that, aside from their interests as shareholders, the Sponsors and TLGY’s directors and officers have interests in the Business Combination that are different from, in addition to and/or may conflict with, the interests of unaffiliated TLGY shareholders. Please see the subsection entitled “The Business Combination Proposal — Interests of Certain TLGY Persons in the Business Combination”.

Record Date; Who is Entitled to Vote

TLGY shareholders will be entitled to vote or direct votes to be cast at the extraordinary general meeting if they owned TLGY Ordinary Shares at the close of business on [•], 2025, which is the “Record Date” for the extraordinary general meeting. Shareholders will have one vote for each TLGY Ordinary Share owned at the close of business on the Record Date on each Shareholder Proposal on which such TLGY Ordinary Share is entitled to vote. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. TLGY Warrants do not have voting rights. As of the close of business on the Record Date for the extraordinary general meeting, there were 5,939,587 TLGY Ordinary Shares issued and outstanding, of which 8.25% were issued and outstanding Public Shares.

The TLGY Insiders, including the Sponsors, have agreed to, among other things, vote in favor of the Business Combination, and to waive their redemption rights in connection with the consummation of the Business Combination with respect to any TLGY Ordinary Shares held by them. None of the Sponsors, the Founder Shareholders, TLGY’s directors or officers, or any of the other TLGY Insiders received separate consideration for their waiver of redemption rights. The Founder Shares held by the TLGY Insiders, including the Sponsors, will be excluded from the pro rata calculation used to determine the per-share Redemption Price. As of the Record Date, the TLGY Insiders, including the Sponsors, owned approximately 91.67% of the issued and outstanding TLGY Ordinary Shares.

Abstentions and Broker Non-Votes

Proxies that are marked “abstain” will be treated as shares present for purposes of determining the presence of a quorum on all matters, but they will not be treated as shares voted on the matter. Under the rules of various national and regional securities exchanges, your broker, bank, or nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank, or nominee. TLGY believes all the proposals presented to the shareholders will be considered non-discretionary and therefore your broker, bank, or nominee cannot vote your shares without your instruction. Proxies relating to “street name” shares that are returned to TLGY but marked by brokers as “not voted” are not considered present for the purposes of establishing a quorum, will not count as votes cast at the extraordinary general meeting, and otherwise will have no effect on a particular proposal under Cayman Islands law, assuming a valid quorum is established.

Quorum and Vote of TLGY Shareholders

A quorum of TLGY shareholders is necessary to hold a valid meeting. A quorum will be present at the extraordinary general meeting if the holders of one-third of the issued and outstanding shares entitled to vote at the extraordinary general meeting are represented in person or by proxy (which would include presence at the extraordinary general meeting). Abstentions, while considered present for the purposes of establishing a quorum, will not count as a vote cast at the extraordinary general meeting and otherwise will have no effect on a particular proposal. Broker non-votes are not considered present for the purposes of establishing a quorum, will not count as votes cast at the extraordinary general meeting, and otherwise will have no effect on a particular proposal under Cayman Islands law, assuming a valid quorum is established.

As of the Record Date for the extraordinary general meeting, 1,979,862 TLGY Ordinary Shares would be required to achieve a quorum.

The Business Combination Proposal is conditioned on the approval of the other Condition Precedent Proposal. Therefore, if the other Condition Precedent Proposal is not approved, the Business Combination Proposal will have no effect, even if approved by holders of TLGY Ordinary Shares.

The approval of the SPAC Merger Proposal requires a special resolution under the Companies Act, being the affirmative vote of holders of a majority of at least two-thirds of the TLGY Ordinary Shares, who, being present in person or by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting. The SPAC Merger Proposal is conditioned on the approval of the other Condition Precedent Proposal. Therefore, if the other Condition Precedent Proposal is not approved, the SPAC Merger Proposal will have no effect, even if approved by holders of TLGY Ordinary Shares.

The approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the TLGY Shares who, being present in person or by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting. The Adjournment Proposal is not conditioned upon any other proposal.

Each of the TLGY Insiders, including the Sponsors, have agreed to vote all the Founder Shares and any Public Shares they may hold in favor of all the proposals being presented at the extraordinary general meeting. As of the Record Date, the TLGY Insiders owned approximately 91.67% of the issued and outstanding TLGY Ordinary Shares. As a result, no additional shares would need to be voted in favor of the Business Combination in order to approve the Business Combination Proposal or in favor of the SPAC Merger to approve the SPAC Merger Proposal.

Voting Your Shares

Each TLGY Ordinary Share that you own in your name entitles you to one vote on each Shareholder Proposal on which such TLGY Ordinary Share is entitled to vote. Your proxy card shows the number of TLGY Ordinary Shares that you own.

If you are a record owner of your shares, there are two ways to vote your TLGY Ordinary Shares at the extraordinary general meeting:

You Can Vote By Signing and Returning the Enclosed Proxy Card.    If you vote by proxy card, your “proxy”, whose name is listed on the proxy card, will vote your shares as you instruct on the proxy card. If you sign and return the proxy card but do not give instructions on how to vote your shares, your shares will be voted as recommended by the TLGY Board “FOR” the approval of the Business Combination Proposal, “FOR” the approval of the SPAC Merger Proposal and “FOR” the approval of the Adjournment Proposal, if presented to the extraordinary general meeting. Votes received after a matter has been voted upon at the extraordinary general meeting will not be counted.

You Can Attend the Extraordinary General Meeting and Vote During the Meeting.

•        You can attend the extraordinary general meeting and vote in person even if you have previously voted by submitting a proxy pursuant to any of the methods noted above.

•        If your shares are registered in your name with Continental and you wish to attend the extraordinary general meeting virtually, go to, enter the 12-digit control number included on your proxy card or notice of the extraordinary general meeting and click on the “Click here to preregister for the online meeting” link at the top of the page. Just prior to the start of the extraordinary general meeting you will need to log back into the extraordinary general meeting site using your control number. Pre-registration is recommended but is not required in order to attend virtually.

•        Beneficial shareholders (those holding shares through a stock brokerage account or by a bank or other holder of record) who wish to attend the extraordinary general meeting must obtain a legal proxy by contacting their account representative at the bank, broker, or other nominee that holds their shares and e-mail a copy (a legible photograph is sufficient) of their legal proxy to proxy@continentalstock.com. Beneficial shareholders who e-mail a valid legal proxy will be issued a 12-digit meeting control number that will allow them to register to attend and participate in the extraordinary general meeting. After contacting Continental, a beneficial holder will receive an e-mail prior to the extraordinary general meeting with a link and instructions for entering the extraordinary general meeting. Beneficial shareholders should contact Continental at least five (5) business days prior to the extraordinary general meeting date in order to ensure access.

If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. If you wish to attend the meeting and vote in person or online and your shares are held in “street name”, you must obtain a legal proxy from your broker, bank or nominee. That is the only way TLGY can be sure that the broker, bank or nominee has not already voted your shares.

Revoking Your Proxy

If you are a TLGY shareholder and you give a proxy, you may revoke it at any time before it is exercised by doing any one of the following:

•        sending another proxy card with a later date;

•        notifying Young Cho, Chief Executive Officer of TLGY, in writing before the extraordinary general meeting that you have revoked your proxy; or

•        attending the extraordinary general meeting in person or virtually, revoking your proxy, and voting as described above.

If your shares are held in “street name” or are in a margin or similar account, you should contact your broker for information on how to change or revoke your voting instructions.

Who Can Answer Your Questions about Voting Your Shares

If you are a shareholder and have any questions about how to vote or direct a vote in respect of your TLGY Ordinary Shares, you may call Okapi Partners LLC, our proxy solicitor, by calling (844) 202-7428 (toll free), or banks and brokers can call collect at (212) 297-0720, or by emailing info@okapipartners.com.

Redemption Rights

Pursuant to the TLGY Organizational Documents, a Public Shareholder may request to redeem all or a portion of its Public Shares for cash in connection with the completion of the Business Combination. As a Public Shareholder, you will be entitled to receive cash for any Public Shares to be redeemed only if you:

(a)     (i) hold Public Shares or (ii) hold Public Shares through TLGY Units and elect to separate your TLGY Units into the underlying Public Shares and Public Warrants prior to exercising your redemption rights with respect to the Public Shares;

(b)    submit a written request to Continental, in which you (i) request to exercise your redemption rights with respect to all or a portion of your Public Shares for cash, and (ii) identify yourself as the beneficial holder of the Public Shares and provide your legal name, phone number and address; and

(c)     deliver the certificates for your Public Shares (if any) along with the redemption forms to Continental, physically or electronically through DTC.

Public Shareholders must complete the procedures for electing to redeem their Public Shares in the manner described above prior to [•], Eastern Time, on [•] (two business days before the initial scheduled date of the extraordinary general meeting) in order for their Public Shares to be redeemed.

The election to exercise redemption rights will occur prior to the SPAC Merger. For the purposes of the TLGY Organizational Documents, the exercise of redemption rights will be treated as an election to have such Public Shares redeemed for cash and references in this proxy statement/prospectus to “redemption” or “redeeming” will be interpreted accordingly.

Public Shareholders may elect to redeem all or a portion of the Public Shares held by them, regardless of if or how they vote in respect of the Business Combination Proposal. If the Business Combination is abandoned, the Public Shares will be returned to the respective holder, broker or bank. If the Business Combination is consummated, and if a Public Shareholder properly exercises its redemption rights to redeem all or a portion of the Public Shares that it holds and timely delivers the certificates for its shares (if any) along with the redemption forms to Continental, TLGY will redeem such Public Shares for the Redemption Price, a per-share price, payable in cash, equal to the pro rata portion of the Trust Account, calculated as of two business days prior to the consummation of the Business Combination. For illustrative purposes, as of the Record Date, this would have amounted to approximately $[•] per issued and outstanding Public Share. If a Public Shareholder exercises its redemption rights in full, then it will be electing to exchange its Public Shares for cash and will no longer own Public Shares.

Holders of TLGY Units must elect to separate the TLGY Units into the underlying Public Shares and Public Warrants prior to exercising their redemption rights with respect to the Public Shares. If Public Shareholders hold their TLGY Units in an account at a brokerage firm or bank (i.e. in “street name”), such Public Shareholders must notify their broker or bank that they elect to separate the TLGY Units into the underlying Public Shares and Public Warrants, or if a holder holds TLGY Units registered in its own name, the holder must contact Continental directly and instruct it to do so. The redemption rights include the requirement that a holder must identify itself to TLGY in order to validly exercise its redemption rights. If you hold the shares in “street name”, you will have to coordinate with your broker to have your shares certificated or delivered electronically. Shares that have not been tendered (either physically or electronically) in accordance with these procedures will not be redeemed for cash. There is a nominal cost associated with this tendering process and the act of certificating the shares or delivering them through DTC’s deposit withdrawal at custodian (“DWAC”) system. Continental will typically charge the tendering broker $100 and it would be up to the broker to decide whether to pass this cost on to the redeeming shareholder. In the event the Business Combination is not consummated this may result in an additional cost to shareholders for the return of their Public Shares.

Any request for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with TLGY’s consent. Furthermore, if a holder of a Public Share delivers its share certificates (if any) along with the redemption forms in connection with an election of its redemption and subsequently decides prior to the applicable date not to elect to exercise such rights, it may simply request that TLGY permit the withdrawal of the redemption request and instruct Continental to return the certificate (physically or electronically). The holder can make such request by contacting Continental at the address or email address listed in this proxy statement/prospectus.

Any corrected or changed written exercise of redemption rights must be received by Continental prior to the vote taken on the Business Combination Proposal at the extraordinary general meeting. No request for redemption will be honored unless the holder’s Public Shares have been delivered (either physically or electronically) to Continental at least two business days prior to the initial scheduled date of the extraordinary general meeting.

Notwithstanding the foregoing, a Public Shareholder, together with any affiliate of such Public Shareholder or any other person with whom such Public Shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its Public Shares with respect to more than an aggregate of 15% of the Public Shares. Accordingly, if a Public Shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the Public Shares, then any such shares in excess of that 15% limit would not be redeemed for cash.

The TLGY Insiders, including the Sponsors, have agreed to, among other things, vote in favor of the Business Combination and waive their redemption rights in connection with the consummation of the Business Combination with respect to any TLGY Ordinary Shares held by them. None of the Sponsors, Founder Shareholders, directors or officers received separate consideration for their waiver of redemption rights. The Founder Shares held by the Sponsors, Founder Shareholders, officers and directors will be excluded from the pro rata calculation used to determine the per-share Redemption Price. As of the Record Date, the Sponsors and Founder Shareholders owned approximately 91.75% of the issued and outstanding TLGY Ordinary Shares.

Holders of the TLGY Warrants will not have redemption rights with respect to the TLGY Warrants.

The closing price of Public Shares on September 26, 2025, the most recent practicable date prior to the date of this proxy statement/prospectus, was $13.00. As of the Record Date, funds in the Trust Account totaled $[•] and were comprised entirely of U.S. government treasury obligations with a maturity of 185 days or less or of money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations, or approximately $[•] per issued and outstanding Public Share.

Prior to exercising redemption rights, Public Shareholders should verify the market price of the Public Shares as they may receive higher proceeds from the sale of their Public Shares in the public market than from exercising their redemption rights if the market price per share is higher than the Redemption Price. TLGY cannot assure its shareholders that they will be able to sell their Public Shares in the open market, even if the market price per share is higher than the Redemption Price, as there may not be sufficient liquidity in its securities when its shareholders wish to sell their Public Shares.

Appraisal or Dissent Rights

Under the Companies Act, minority shareholders have a right to dissent to a merger and if they so dissent, they are entitled to be paid the fair market value of their shares, which if necessary, may ultimately be determined by the court. Therefore, TLGY’s shareholders have a right to dissent to the SPAC Merger. In addition, Public Shareholders are entitled to exercise their right of redemption as set forth above and the TLGY Board has determined that the redemption amount payable to TLGY Public Shareholders who exercise such redemption rights represents the fair value of those TLGY Ordinary Shares. SC Assets’s shareholders do not have appraisal rights in connection with the Business Combination under the DGCL.

Proxy Solicitation

TLGY is soliciting proxies on behalf of the TLGY Board. This solicitation is being made by mail but also may be made by telephone or in person. TLGY and its directors, officers and employees may also solicit proxies in person, by telephone or by other electronic means. TLGY will file with the SEC all scripts and other electronic communications as proxy soliciting materials. TLGY will bear the cost of the solicitation.

TLGY has engaged Okapi Partners LLC to assist in the solicitation process and will pay Okapi Partners LLC a fee of $[•], plus disbursements.

TLGY will ask banks, brokers and other institutions, nominees and fiduciaries to forward the proxy materials to their principals and to obtain their authority to execute proxies and voting instructions. TLGY will reimburse them for their reasonable expenses.

TLGY Shareholders

As of the Record Date, there were 5,939,587 TLGY Ordinary Shares issued and outstanding, which include the 5,444,900 Founder Shares held by the TLGY Insiders, and the 489,887 Public Shares. As of the Record Date, there was outstanding an aggregate of 22,759,500 TLGY Warrants, which included the 11,259,500 Private Placement Warrants held by the TLGY Insiders, and 11,500,000 Public Warrants.

Potential Purchases of Public Shares

At any time prior to the extraordinary general meeting, during a period when they are not then aware of any material non-public information regarding TLGY or its securities, TLGY’s officers and directors and/or their affiliates may enter into a written plan to purchase TLGY’s securities pursuant to Rule 10b5-1 of the Exchange Act, and may engage in other public market purchases, as well as private purchases, of securities. In addition, at any time at or prior to the extraordinary general meeting, subject to applicable securities laws (including with respect to material nonpublic information), the Sponsors, TLGY’s or SC Assets’ directors, managers, officers, advisors and their affiliates may enter into transactions with investors and others to provide them with incentives to acquire Public Shares, vote their Public Shares in favor of the Condition Precedent Proposals or not redeem their Public Shares. They have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions; however, certain parties have entered into forward purchase and non-redemption agreements in connection with the Extension Meeting as disclosed elsewhere in this proxy statement/prospectus. None of the funds in the Trust Account will be used to purchase Public Shares or warrants in such transactions.

The purpose of any such transactions could be to (1) increase the likelihood of obtaining shareholder approval of the Condition Precedent Proposals or (2) increase the amount of cash available to StablecoinX following the Business Combination. Any such purchases of our securities may result in the completion of the Business Combination which may not otherwise have been possible.

In addition, if such purchases are made, the public “float” of TLGY and StablecoinX securities may be reduced and the number of beneficial holders of TLGY and StablecoinX securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange.

The Sponsors, TLGY’s or SC Assets’ directors, managers, officers, advisors and their affiliates anticipate that they may identify the securityholders with whom they may pursue privately negotiated transactions by either the securityholders contacting TLGY or SC Assets directly or by TLGY’s receipt of redemption requests submitted by securityholders (in the case of Public Shares) following the mailing of the proxy materials in connection with the Business Combination. The Sponsors, TLGY’s or SC Assets’ directors, managers, officers, advisors and their affiliates will select which securityholders to purchase securities from based on the negotiated price and number of securities and any other factors that they may deem relevant, and will be restricted from purchasing securities if such purchases do not comply with Regulation M under the Exchange Act and the other federal securities laws. To the extent that the Sponsors, TLGY’s or SC Assets’ directors, managers, officers, advisors and their affiliates purchase Public Shares in compliance with the requirements of Rule 14e-5 under the Exchange Act, such shares would not be voted in favor of approving the Business Combination.

The Sponsors, TLGY’s or SC Assets’ directors, managers, officers, advisors and their affiliates will be restricted from making purchases of shares if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements. Additionally, in the event the Sponsors, TLGY’s or SC Assets’ directors, managers, officers, advisors and their affiliates were to purchase Public Shares or warrants, such purchases would be structured in compliance with the requirements of Rule 14e-5 under the Exchange Act including, in pertinent part, through adherence to the following:

•        this proxy statement/prospectus discloses the possibility that the Sponsors, TLGY’s or SC Assets’ directors, managers, officers, advisors and their affiliates may purchase Public Shares or warrants from Public Shareholders outside the redemption process, along with the purpose of such purchases;

•        if the Sponsors, TLGY’s or SC Assets’ directors, managers, officers, advisors and their affiliates were to purchase Public Shares from Public Shareholders, they would do so at a price no higher than the Redemption Price;

•        this proxy statement/prospectus includes a representation that any of our securities purchased by the Sponsors, TLGY’s or SC Assets’ directors, managers, officers, advisors and their affiliates will not be voted in favor of approving the Business Combination;

•        the Sponsors, TLGY’s or SC Assets’ directors, managers, officers, advisors and their affiliates will not possess any redemption rights with respect to our securities or, if they do acquire and possess redemption rights, they would waive such rights; and

•        we will disclose in a Form 8-K, before the extraordinary general meeting, the following material items:

•        the amount of securities purchased outside of the redemption offer by the Sponsors, TLGY’s or SC Assets’ directors, managers, officers, advisors and their affiliates, along with the purchase price;

•        the purpose of the purchases by the Sponsors, TLGY’s or SC Assets’ directors, managers, officers, advisors and their affiliates;

•        the impact, if any, of the purchases by the Sponsors, TLGY’s or SC Assets’ directors, managers, officers, advisors and their affiliates on the likelihood that the Business Combination will be approved;

•        the identities of the security holders who sold to the Sponsors, TLGY’s or SC Assets’ directors, managers, officers, advisors and their affiliates (if not purchased on the open market) or the nature of our security holders (e.g., 5% security holders) who sold to the Sponsors, TLGY’s or SC Assets’ directors, managers, officers, advisors and their affiliates; and

•        the number of Public Shares for which TLGY has received redemption requests pursuant to its redemption offer.

THE BUSINESS COMBINATION PROPOSAL

Business Combination Agreement

This subsection of the proxy statement/prospectus describes the material provisions of the Business Combination Agreement, but does not purport to describe all of the terms of the Business Combination Agreement. The following summary is qualified in its entirety by reference to the complete text of the Business Combination Agreement, a copy of which is attached as Annex A to this proxy statement/prospectus. You are urged to read the Business Combination Agreement in its entirety because it is the primary legal document that governs the Business Combination.

The Business Combination Agreement contains representations, warranties and covenants that the respective parties thereto made to each other as of the date of the Business Combination Agreement and/or other specific dates.    The assertions and obligations embodied in those representations, warranties and covenants were made for purposes of the contract among the respective parties and are subject to important qualifications and limitations agreed to by the parties thereto in connection with negotiating the Business Combination Agreement. The representations, warranties and covenants in the Business Combination Agreement are also modified in part by the underlying disclosure schedules (the “Disclosure Schedules”), which are not filed publicly and which are subject to a contractual standard of materiality different from that generally applicable to shareholders and were used for the purpose of allocating risk among the parties rather than establishing matters as facts. Additionally, the representations and warranties of the parties to the Business Combination Agreement may or may not have been accurate as of any specific date and do not purport to be accurate as of the date of this proxy statement/prospectus. Accordingly, no person should rely on the representations and warranties in the Business Combination Agreement or the summaries thereof in this proxy statement/prospectus as characterizations of the actual state of facts about TLGY, SC Assets, or any other matter.

Structure of the Business Combination

On July 21, 2025, TLGY entered into the Business Combination Agreement with SC Assets, StablecoinX, SPAC Merger Sub and Company Merger Sub, pursuant to which, (1) SPAC Merger Sub will merge with and into TLGY, with TLGY continuing as the surviving company, and (2) immediately following the SPAC Merger, Company Merger Sub will merge with and into SC Assets, with SC Assets continuing as the surviving company. As a result of the Mergers and the other transactions contemplated by the Business Combination Agreement, and the documents related thereto, TLGY and SC Assets will become wholly-owned subsidiaries of StablecoinX and StablecoinX will become a publicly traded company.

The following diagram illustrates in simplified terms the current structure of TLGY, SC Assets and StablecoinX.

Simplified Pre-Combination Structure

The following diagram illustrates in simplified terms the expected structure of StablecoinX immediately following the Closing. The percentages shown reflect the economic interests in StablecoinX on a combined basis, assuming no additional redemptions. Please see the section entitled “Unaudited Pro Forma Condensed Combined Financial Information — Basis of Pro Forma Presentation” for additional assumptions used in calculating such percentages.

Simplified Post-Combination Structure (Assuming No Redemptions)

____________

(1)      The number of shares of StablecoinX Class A Common Stock does not include the 9,749,516 shares of StablecoinX Class A Common Stock to be issued to Ethena OpCo as one of the Additional PIPE Investors

Exchange of Securities

Pursuant to the Business Combination Agreement, prior to the Effective Time, (1) each TLGY Unit will be separated into its component parts, and (2) pursuant to the TLGY Organizational Documents and the Sponsor Support Agreement, each TLGY Class B Ordinary Share issued and outstanding will be automatically converted into one TLGY Class A Ordinary Share.

Subject to, and in accordance with the terms and conditions of the Business Combination Agreement, immediately following such conversion and in connection with the SPAC Merger:

(i)     each issued and outstanding TLGY Class A Ordinary Share will be exchanged, on a one-for-one basis, for one share of StablecoinX Class A Common Stock, following which, all such TLGY Class A Ordinary Shares will cease to be outstanding and will automatically be canceled and shall cease to exist and the holders of TLGY Class A Ordinary Shares outstanding immediately prior to the SPAC Merger will cease to have any rights with respect to such shares, except as provided herein or by law;

(ii)    each then issued and outstanding whole Public Warrant (including those resulting from the Unit Separation) and Private Placement Warrant will automatically become one warrant to purchase StablecoinX Class A Common Stock, in each case, in accordance with its terms; and

(iii)   each issued and outstanding TLGY Class A Ordinary Share in respect to which the holder thereof has validly exercised redemption rights pursuant to and in accordance with the terms of the TLGY Organizational Documents (and not waived, withdrawn or otherwise lost such rights), will automatically be canceled and shall cease to exist and shall thereafter represent only the right to receive a pro rata share of the Redemption Amount in accordance with the terms of the TLGY Organizational Documents.

Subject to, and in accordance with the terms and conditions of the Business Combination Agreement, immediately following the SPAC Merger and the consummation of the PIPE and the ENA Contribution, and in connection with the Company Merger:

(i)     each issued and outstanding share of SC Assets Class A Common Stock will be exchanged, on a one-for-one basis, for one share of StablecoinX Class A Common Stock, following which, all such shares of SC Assets Class A Common Stock will cease to be outstanding and will automatically be canceled and will cease to exist and the holders of the shares of SC Assets Class A Common Stock outstanding immediately prior to the Company Merger shall cease to have any rights with respect to such shares, except as provided herein or by law; and

(ii)    each issued and outstanding share of SC Assets Class B Common Stock shall be exchanged, on a one-for-one basis, for (a) one share of StablecoinX Class A Common Stock and (b) one share of StablecoinX Class B Common Stock, following which, all such shares of SC Assets Class B Common Stock will cease to be outstanding and will automatically be canceled and will cease to exist and the holders of the shares of SC Assets Class B Common Stock outstanding immediately prior to the Company Merger will cease to have any rights with respect to such shares, except as provided herein or by law.

Representations and Warranties

The Business Combination Agreement contains representations and warranties of the parties, certain of which are qualified by materiality and material adverse effect and knowledge and, as applicable, are further modified and limited by the Disclosure Schedules. The representations and warranties of TLGY are also qualified by information included in TLGY’s public filings, filed or submitted to the SEC on or prior to the date of the Business Combination Agreement (subject to certain exceptions contemplated by the Business Combination Agreement).

Representations and Warranties of SC Assets

The Business Combination Agreement contains representations and warranties of SC Assets relating to, among other things, proper organization and standing, authorization, binding agreement, capitalization, governmental approvals, no conflict, compliance with laws, absence of certain changes, company activities, title to assets, certain business practices, the PIPE Subscription Agreements, finders and brokers, information supplied, independent investigation, and tax returns, and that there are no additional representations or warranties.

Representations and Warranties of TLGY

The Business Combination Agreement contains representations and warranties of TLGY relating to, among other things, proper organization and standing, authorization, binding agreement, government approvals, non-contravention, capitalization, SEC filings and financial statements, internal controls, legal proceedings, orders, permits, absence of certain changes, compliance with laws, taxes and tax returns, employee matters, benefit plans, properties, material contracts, transactions with affiliates, finders and brokers, certain business practices, insurance, independent investigation, information supplied, the Trust Account and that there are no additional representations and warranties.

Representations and Warranties of StablecoinX, SPAC Merger Sub and Company Merger Sub

The Business Combination Agreement contains representations and warranties of StablecoinX, SPAC Merger Sub and Company Merger Sub relating to, among other things, proper organization and standing, authorization, binding agreement, governmental approvals, no conflict, capitalization, finders and brokers, information supplied, independent investigation and that there are no additional representations or warranties.

Material Adverse Effect

Under the Business Combination Agreement, certain of the representations and warranties of the parties are qualified in whole or in part by a material adverse effect standard for purposes of determining whether a breach of such representations and warranties has occurred.

Pursuant to the Business Combination Agreement, “Material Adverse Effect” means, with respect to any specified person, any fact, event, occurrence, change or effect that has had, or would reasonably be expected to have, individually or in the aggregate, a material adverse effect upon (i) the business, assets, liabilities, results of operations, prospects or condition (financial or otherwise) of such person and its subsidiaries, taken as a whole, or (ii) the ability of such person or any of its subsidiaries to consummate the Transactions, in each case, subject to certain customary exceptions.

Survival of Representations and Warranties

Except as expressly provided the Business Combination Agreement or in the case of a fraud claim against a person, none of the representations and warranties, covenants, obligations or other agreements in the Business Combination Agreement or in any other certificate, statement or instrument delivered pursuant to the Business Combination

Agreement, including any rights arising out of any breach of such representations, warranties, covenants, obligations, agreements and other provisions, will survive the Closing (and there will be no liability after the Closing in respect thereof), except for those covenants and agreements contained therein that by their terms expressly apply in whole or in part after at or after the Closing, and then only in respect to any breaches occurring at or after the Closing.

Covenants and Agreements

SC Assets has made covenants relating to, among other things, conduct of business, annual and interim financial statements, no trading, and notification of certain matters.

TLGY has made covenants relating to, among other things, conduct of business, TLGY public filings, the Trust Account, and TLGY shareholder approval.

Conduct of Business of SC Assets, StablecoinX, SPAC Merger Sub and Company Merger Sub

Each of SC Assets, StablecoinX, SPAC Merger Sub and Company Merger Sub has agreed that from the date of the Business Combination Agreement through the earlier of the termination of the Business Combination Agreement or the Closing (the “Interim Period”), subject to certain specified exceptions, it shall, subject to certain specified exceptions, including as set forth on the Disclosure Schedules delivered by SC Assets or as consented to by TLGY in writing (which consent will not be unreasonably withheld, conditioned or delayed):

•        only engage in activities relating to the initial organization and commencement of its respective operations;

•        comply in all material respects with all laws applicable to it and its respective businesses and assets; and

•        take all commercially reasonable measures necessary or appropriate to preserve intact, in all material respects, its respective business organizations, and to preserve the possession, control and condition of its respective material assets.

During the Interim Period, SC Assets, StablecoinX, SPAC Merger Sub and Company Merger Sub also agreed not to, subject to certain specified exceptions, including as set forth on the Disclosure Schedules delivered by SC Assets or as consented to by TLGY in writing (which consent will not be unreasonably withheld, conditioned or delayed):

•        amend, waive or otherwise change, in any respect, its Organizational Documents;

•        amend, waive or otherwise change, in any respect, or terminate the Sponsor Support Agreement;

•        authorize for issuance, issue, grant, sell, pledge, dispose of or propose to issue, grant, sell, pledge or dispose of any of its equity securities or any options, warrants, commitments, subscriptions or rights of any kind to acquire or sell any of its equity securities, or other securities, including any securities convertible into or exchangeable for any of its shares or other equity securities or securities of any class and any other equity-based awards, or engage in any hedging transaction with a third person with respect to such securities;

•        split, subdivide, combine, recapitalize or reclassify any of its shares or other equity interests or issue any other securities in respect thereof or pay or set aside any dividend or other distribution (whether in cash, equity or property or any combination thereof) in respect of its equity interests, or directly or indirectly redeem, purchase or otherwise acquire or offer to acquire any of its securities;

•        incur, create, assume, prepay, repay or otherwise become liable for any indebtedness (directly, contingently or otherwise), fees or expenses in excess of $250,000 individually or $500,000 in the aggregate, make a loan or advance to or investment in any third party, or guarantee or endorse any Indebtedness, liability or obligation of any person (other than advancement of expenses to employees in the ordinary course of business);

•        sell, lease, license, transfer, exchange or swap, mortgage or otherwise pledge or encumber (including securitizations), or otherwise dispose of any material portion of its properties, assets or rights;

•        adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization;

•        enter into any agreement, understanding or arrangement with respect to the voting of equity securities of SC Assets, StablecoinX, SPAC Merger Sub or Company Merger Sub;

•        take any action that would reasonably be expected to significantly delay or impair the obtaining of any consents of any governmental authority to be obtained in connection with the Business Combination Agreement;

•        enter into, amend, waive or terminate (other than terminations in accordance with their terms) any material transaction with any related person (as defined in the Business Combination Agreement) (other than compensation and benefits and advancement of expenses);

•        make, change or rescind any material election relating to taxes, settle any action relating to taxes, file any amended tax return or claim for refund, or make any material change in its accounting or tax policies or procedures, in each case except as required by applicable law or in compliance with GAAP;

•        authorize or agree to do any of the foregoing actions.

Conduct of Business of TLGY

TLGY has agreed that during the Interim Period, subject to certain specified exceptions, including as set forth on the Disclosure Schedules delivered by TLGY or as consented to by StablecoinX in writing (which consent will not be unreasonably withheld, conditioned or delayed) it shall:

•        conduct its businesses, in all material respects, in the ordinary course of business consistent with past practice;

•        comply with all laws applicable to TLGY, and its businesses, assets and employees; and

•        take all commercially reasonable measures necessary or appropriate to preserve intact, in all material respects, its business organizations.

During the Interim Period, TLGY also agreed not to, subject to certain specified exceptions, including as set forth on the Disclosure Schedules delivered by TLGY or as consented to by SC Assets in writing (which consent will not be unreasonably withheld, conditioned or delayed):

•        amend, waive or otherwise change, in any respect, its Organizational Documents, other than as may be required to extend the time with which it has to complete an initial business combination;

•        authorize for issuance, issue, grant, sell, pledge, dispose of or propose to issue, grant, sell, pledge or dispose of any of its equity securities or any options, warrants, commitments, subscriptions or rights of any kind to acquire or sell any of its equity securities, or other securities, including any securities convertible into or exchangeable for any of its equity securities or other security interests of any class and any other equity-based awards, or engage in any hedging transaction with a third person with respect to such securities;

•        split, subdivide, combine, recapitalize or reclassify any of its shares or other equity interests or issue any other securities in respect thereof or pay or set aside any dividend or other distribution (whether in cash, equity or property or any combination thereof) in respect of its shares or other equity interests, or directly or indirectly redeem, purchase or otherwise acquire or offer to acquire any of its securities;

•        incur, create, assume, prepay, repay or otherwise become liable for any indebtedness (directly, contingently or otherwise), fees or expenses in excess of $250,000 individually or $500,000 in the aggregate, make a loan or advance to or investment in any third party, or guarantee or endorse any Indebtedness, liability or obligation of any person (other than the advancement of expenses to employees in the ordinary course of business);

•        make, change or rescind any material election relating to taxes, settle any action relating to taxes, file any amended tax return or claim for refund, or make any material change in its accounting or tax policies or procedures, in each case except as required by applicable law or in compliance with GAAP;

•        amend, waive or otherwise change the Trust Agreement;

•        amend or otherwise modify, terminate, waive or assign or delegate (as applicable) any right or obligation under any SPAC Material Contract (as defined in the Business Combination Agreement) (other than amendments or other modifications, terminations, waivers, assignments or delegations of or with respect to contracts with related persons otherwise governed by Section 7.3(b)(viii) of the Business Combination Agreement) or enter into any new contract that would be a SPAC Material Contract;

•        other than drawings on the SPAC Loans (as defined in the Business Combination Agreement) or as expressly required by the Sponsor Support Agreement, enter into, renew, amend, waive or terminate (other than terminations in accordance with their terms) any contracts, arrangements or transactions with any related person, including any ancillary document to which SPAC or any related person is a party;

•        fail to maintain its books, accounts and records in all material respects in the ordinary course of business consistent with past practice;

•        establish any subsidiary or enter into any new line of business;

•        revalue any of its material assets or make any change in accounting methods, principles or practices, except to the extent required to comply with GAAP, and after consulting SPAC’s outside auditors;

•        waive, release, assign, settle or compromise any action (including any action relating to this Agreement or the Transactions), other than waivers, releases, assignments, settlements or compromises that involve only the payment of monetary damages (and not the imposition of equitable relief on, or the admission of wrongdoing by, SPAC) not in excess of $250,000 (individually or in the aggregate), or otherwise pay, discharge or satisfy any actions, liabilities or obligations, unless such amount has been reserved in the SPAC financials;

•        acquire, including by merger, consolidation, acquisition of equity interests or assets, or any other form of business combination, any corporation, company, partnership, limited liability company, other business organization or any division thereof, or any material amount of assets outside the ordinary course of business;

•        adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization (other than with respect to the SPAC Merger);

•        voluntarily incur any liability or obligation (whether absolute, accrued, contingent or otherwise) in excess of $250,000 individually or $500,000 in the aggregate other than pursuant to the terms of a contract (a) in existence as of the date of the Business Combination Agreement and disclosed to StablecoinX (including in the SEC Reports (as defined in the Business Combination Agreement)) or (b) entered into in the ordinary course of business or in accordance with the interim operating covenants of the Business Combination Agreement during the Interim Period;

•        sell, lease, license, transfer, exchange or swap, mortgage or otherwise pledge or encumber (including securitizations), or otherwise dispose of any material portion of its properties, assets or rights;

•        take any action that would reasonably be expected to significantly delay or impair the obtaining of any consents of any governmental authority to be obtained in connection with the Business Combination Agreement; or

•        authorize or agree to do any of the foregoing actions.

Joint Covenants of SC Assets and StablecoinX

Pursuant to the Business Combination Agreement, each of SC Assets and StablecoinX has agreed, among other things, to:

•        as soon as practicable following the date of the Business Combination Agreement, but in no event later than September 4, 2025, deliver to TLGY the audited and/or reviewed financial statements of SC Assets and StablecoinX (including, in each case, any related notes thereto), that are required for the initial filing of the Registration Statement pursuant to the Securities Act and the rules and regulations promulgated thereunder. Such financial statements shall fairly present the financial position and results of operations of

SC Assets and StablecoinX, as applicable, as of the dates or for the periods indicated, in accordance with GAAP. The financial statements, if required to be audited, shall be audited in accordance with PCAOB auditing standards by a PCAOB qualified auditor;

•        as soon as reasonably practicable following the end of each three-month quarterly period of each fiscal year (other than the last three-month period), and in any event no later than forty five (45) days thereafter, and to the extent required for the Registration Statement pursuant to the Securities Act and the rules and regulations promulgated thereunder, SC Assets and StablecoinX shall deliver to TLGY the unaudited consolidated financial statements of SC Assets and StablecoinX, as applicable, consisting of the consolidated balance sheet of SC Assets and StablecoinX, as applicable as of the end of such three-month period (and most recent year end), and the related unaudited consolidated income statement, changes in shareholder equity and statement of cash flows for the year to date period of such fiscal year for such fiscal quarter (subject to normal and recurring year-end adjustments and the absence of footnotes);

•        as soon as reasonably practicable following the end of each fiscal year, but in no event later than ninety (90) days thereafter, and to the extent required for the Registration Statement pursuant to the Securities Act and the rules and regulations promulgated thereunder, SC Assets and StablecoinX shall deliver to TLGY the audited consolidated financial statements of SC Assets and StablecoinX, consisting of the consolidated audited balance sheet of SC Assets or StablecoinX, as applicable, as of the end of such fiscal year (and prior fiscal year), and the related audited consolidated income statement, changes in shareholder equity and statement of cash flows for the fiscal year then ended (and prior two fiscal years or such shorter period as SC Assets has been in existence). Such audited financial statements shall be audited in accordance with PCAOB auditing standards by a PCAOB qualified auditor and shall fairly present the financial position and results of operations of SC Assets or StablecoinX, as applicable, as of the dates and for the periods indicated, in accordance with GAAP.

Covenants of TLGY

Pursuant to the Business Combination Agreement, TLGY has agreed, among other things, to:

•        During the Interim Period, (i) keep current and timely file all of the public filings required to be filed by it with the SEC under the Exchange Act and the Securities Act and otherwise comply in all material respects with applicable securities laws and shall use its reasonable best efforts prior to the Closing to maintain the listing of the TLGY Class A Ordinary Shares on the OTC Pink; provided, that the parties acknowledge and agree that from and after the Closing, the parties intend to list on Nasdaq only the shares of StablecoinX Class A Common Stock, and (ii) reasonably cooperate with StablecoinX to cause the shares of StablecoinX Class A Common Stock to be issued in connection with the Mergers to be approved for listing on Nasdaq as of the Closing Date;

•        Upon satisfaction or waiver of the conditions to Closing set forth in the Business Combination Agreement and provision of notice thereof to Continental (which notice TLGY shall provide to Continental in accordance with the terms of the Trust Agreement), in accordance with and pursuant to the Trust Agreement, at the Closing, TLGY shall (i) cause any documents, opinions and notices required to be delivered to Continental pursuant to the Trust Agreement to be so delivered and (ii) cause Continental to, and Continental shall thereupon be obligated to, (x) pay as and when due all amounts payable to former TLGY shareholders pursuant to the Redemption and (y) pay all remaining amounts, less the fees and costs incurred by Continental in accordance with the Trust Agreement, then available in the Trust Account in accordance with the Business Combination Agreement; and

•        Prior to the Effective Time, TLGY shall obtain and StablecoinX shall fully pay the premium for a “tail” insurance policy under TLGY’s existing insurance policy for the benefit of TLGY’s directors and officers and the Sponsors that provides coverage for up to a six-year period from and after the Effective Time for events occurring prior to the Effective Time (the “D&O Tail Insurance”), on terms substantially equivalent to and in any event not less favorable in the aggregate tha TLGY’s existing coverage (or, if substantially equivalent insurance coverage is unavailable, the best available coverage), except that in no event shall StablecoinX be required to pay an annual premium for such insurance in excess of three hundred percent (300%) of the aggregate annual premium currently payable by TLGY with respect to such current policy; provided, that, if the annual premium of such insurance coverage exceeds such

amount, TLGY shall be obligated to obtain a “tail” insurance policy with the greatest coverage available for a cost not exceeding such amount from insurance carriers with the same or better credit rating as TLGY’s current insurance provider. StablecoinX and its subsidiaries shall, for a period of six (6) years after the Effective Time, maintain the D&O Tail Insurance in effect and shall continue to honor the obligations thereunder and timely pay or cause to be paid all premiums with respect to the D&O Tail Insurance after the Closing.

Covenants of SC Assets

Pursuant to the Business Combination Agreement, SC Assets has agreed, among other things, to:

•        Use reasonable best efforts to take all actions and do all things necessary, proper or advisable to consummate the transactions contemplated by the PIPE Subscription Agreements on the terms and conditions described therein, including maintaining in effect the PIPE Subscription Agreements, and exercising its right to specifically enforce the PIPE Subscription Agreements pursuant to the terms thereof.

Joint Covenants of TLGY, SC Assets, StablecoinX, SPAC Merger Sub and Company Merger Sub

In addition, each of SC Assets, TLGY, StablecoinX, SPAC Merger Sub and Company Merger Sub has agreed, among other things:

•        During the Interim Period, in order to induce the other parties to continue to commit to expend management time and financial resources in furtherance of the Transactions contemplated hereby, each of TLGY, SC Assets, StablecoinX, SPAC Merger Sub and Company Merger Sub shall not, and shall cause its representatives to not, without the prior written consent of TLGY, directly or indirectly, (i) solicit, assist, initiate, continue or facilitate the making, submission or announcement of, or intentionally encourage, any inquiry, proposal or offer, or any indication of interest in making an offer or proposal, from any person or group at any time relating to an Alternative Transaction (as defined in the Business Combination Agreement) (an “Acquisition Proposal”), (ii) furnish any non-public information regarding such party or its affiliates or their respective businesses, operations, assets, liabilities, financial condition, prospects or employees to any person or group (other than a party to the Business Combination Agreement or their respective representatives) in connection with or in response to an Acquisition Proposal, (iii) engage or participate in discussions or negotiations with any person or group with respect to, or that is intended or could reasonably be expected to lead to, an Acquisition Proposal, (iv) approve, endorse or recommend, or publicly propose to approve, endorse or recommend, any Acquisition Proposal, (v) negotiate or enter into any letter of intent, agreement in principle, acquisition agreement or other similar agreement related to any Acquisition Proposal, or (vi) release any third person from, or waive any provision of, any confidentiality agreement to which such party is a party;

•        Each of TLGY, SC Assets, StablecoinX, SPAC Merger Sub and Company Merger Sub shall notify the other parties as promptly as practicable (and in any event within 48 hours) orally and in writing of the receipt by such party or any of its representatives of (i) any bona fide inquiries, proposals or offers, requests for information or requests for discussions or negotiations regarding or constituting any Acquisition Proposal or any bona fide inquiries, proposals or offers, requests for information or requests for discussions or negotiations that could reasonably be expected to result in an Acquisition Proposal, and (ii) any request for non-public information relating to such party or its affiliates, specifying in each case, the material terms and conditions thereof (including a copy thereof if in writing or a written summary thereof if oral) and the identity of the party making such inquiry, proposal, offer or request for information, subject to applicable confidentiality restrictions. Each party shall keep the others promptly informed of the status of any such inquiries, proposals, offers or requests for information. During the Interim Period, each party shall, and shall cause its representatives to, immediately cease and cause to be terminated any solicitations, discussions or negotiations with any person with respect to any Acquisition Proposal and shall, and shall direct its representatives to, cease and terminate any such solicitations, discussions or negotiation;

•        While it is in possession of such material nonpublic information, each of SC Assets, StablecoinX, SPAC Merger Sub and Company Merger Sub has agreed not purchase or sell any securities of TLGY (other than

pursuant to the Transactions), communicate such information to any third party, take any other action with respect to TLGY in violation of such laws, or cause or encourage any third party to do any of the foregoing;

•        During the Interim Period, each of TLGY, SC Assets, StablecoinX, SPAC Merger Sub and Company Merger Sub shall give prompt notice to the other parties if such party or its affiliates: (a) fails to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it or its affiliates under the Business Combination Agreement in any material respect; (b) receives any notice or other communication in writing from any third party (including any governmental authority) alleging (i) that the consent of such third party is or may be required in connection with the Transactions contemplated by the Business Combination Agreement or (ii) any non-compliance with any law by such party or its affiliates; (c) receives any notice or other communication from any governmental authority in connection with the Transactions contemplated by this Agreement; (d) discovers any fact or circumstance that, or becomes aware of the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, would reasonably be expected to cause or result in any of the conditions to set forth in the Business Combination Agreement not being satisfied or the satisfaction of those conditions being materially delayed; or (e) becomes aware of the commencement or threat, in writing, of any action against such party or any of its affiliates, or any of their respective properties or assets, or, to the knowledge of such party, any officer, director, partner, member or manager, in his, her or its capacity as such, of such party or of its affiliates with respect to the consummation of the Transactions. No such notice shall constitute an acknowledgement or admission by the party providing the notice regarding whether or not any of the conditions to the Closing have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached;

•        Subject to the terms and conditions of the Business Combination Agreement, each of TLGY, SC Assets, StablecoinX, SPAC Merger Sub and Company Merger Sub shall use its reasonable best efforts, and shall cooperate fully with the other parties, to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable laws and regulations to consummate the Transactions contemplated by the Business Combination Agreement (including the receipt of all applicable consents of, or termination of all applicable waiting periods by, governmental authorities) and to comply as promptly as practicable with all requirements or conditions of governmental authorities applicable to the Transactions contemplated by the Business Combination Agreement;

•        Each of SC Assets and TLGY and will use its reasonable best efforts to cause the registration statement of which this proxy statement/prospectus forms a part to comply with the rules and regulations promulgated by the SEC, to have the registration statement declared effective under the Securities Act as promptly as practicable after such filing and to keep the registration statement effective as long as is necessary to consummate the transactions contemplated by the Business Combination Agreement;

•        Each of TLGY, SC Assets, StablecoinX, SPAC Merger Sub and Company Merger Sub agree that all rights to exculpation, indemnification and advancement of expenses existing in favor of the current or former directors and officers of TLGY, the Sponsors, SC Assets, StablecoinX, SPAC Merger Sub and Company Merger Sub (the “D&O Indemnified Persons”) as provided in their respective Organizational Documents or under any indemnification, employment or other similar agreements between any D&O Indemnified Person and TLGY, SC Assets, StablecoinX, SPAC Merger Sub or Company Merger Sub, in each case as in effect on the date of the Business Combination, shall survive the Closing and continue in full force and effect in accordance with their respective terms to the extent permitted by applicable Law. For a period of six (6) years after the Effective Time, StablecoinX shall cause the Organizational Documents of StablecoinX, TLGY, SC Assets, SPAC Merger Sub and Company Merger Sub to contain provisions no less favorable with respect to exculpation and indemnification of and advancement of expenses to D&O Indemnified Persons than are set forth as of the date of the Business Combination Agreement in the Organizational Documents of TLGY, SC Assets, StablecoinX, SPAC Merger Sub and Company Merger Sub, to the extent permitted by applicable law.

Closing Conditions

The consummation of the Business Combination Agreement is conditioned upon the satisfaction or waiver by the applicable parties to the Business Combination Agreement of the conditions set forth below. Therefore, unless these conditions are waived (to the extent they can be waived) by the applicable parties to the Business Combination Agreement, the Business Combination may not be consummated. There can be no assurance that the parties to the Business Combination Agreement would waive any such provisions of the Business Combination Agreement.

Conditions to the Obligations of Each Party

The consummation of the Business Combination is conditioned upon the satisfaction or waiver of certain customary closing conditions by each of the parties, including among other things:

•        The approval of each of the Condition Precedent Proposals will have been obtained.

•        No governmental authority will have enacted, issued, promulgated, enforced or entered any law (whether temporary, preliminary or permanent) or order that is then in effect and which has the effect of making the transactions or agreements contemplated by the Business Combination Agreement illegal or which otherwise prevents or prohibits consummation of the transactions contemplated by the Business Combination Agreement.

•        The registration statement of which this proxy statement/prospectus forms a part will have been declared effective under the Securities Act by the SEC and will remain effective as of the Closing.

•        The shares of StablecoinX Class A Common Stock to be issued in connection with the Business Combination will be conditionally approved for listing upon the Closing on Nasdaq or another national exchange reasonably acceptable to StablecoinX, TLGY, the Sellers and Ethena, subject only to notice of issuance.

•        The PIPE Investors shall have fully funded the PIPE Investments in accordance with the Business Combination Agreement and their respective PIPE Subscription Agreements.

•        Ethena shall have completed the ENA Contribution in accordance with the Business Combination Agreement and the Contribution Agreement, and the applicable ENA Tokens shall have been placed into the Custodial Account.

•        Ethena OpCo shall have completed the Locked ENA Token Sale in accordance with the Business Combination Agreement and the Token Purchase Agreements, and the applicable ENA Tokens shall have been placed into the Custodial Account.

•        The Collaboration Agreement executed by the parties thereto concurrently with the Business Combination Agreement shall be in full force and effect and shall not have been amended, revoked, rescinded or otherwise repudiated by Ethena or any of its affiliates.

•        The Token Purchase Agreements executed by the parties thereto concurrently with the Business Combination Agreement shall be in full force and effect and shall not have been amended, revoked, rescinded or otherwise repudiated by Ethena OpCo or any of its affiliates.

•        The waiting period (and any extensions thereof) applicable to the consummation of the Transactions under any applicable antitrust laws shall have expired and all other necessary consents of any governmental authority shall have been obtained, made or expired, as applicable.

Conditions to the Obligations of SC Assets, StablecoinX, SPAC Merger Sub and Company Merger Sub

The obligations of SC Assets, StablecoinX, SPAC Merger Sub and Company Merger Sub to consummate and effect the Business Combination is subject to the satisfaction or waiver of each of the following additional conditions at or prior to the Closing, any one or more of which may be waived in writing exclusively by SC Assets:

•        All of the representations and warranties of TLGY set forth in the Business Combination Agreement will be true and correct on and as of the date of the Business Combination Agreement and on and as of the Closing Date as if made on the Closing Date, except for (i) those representations and warranties that

address matters only as of a particular date (which representations and warranties will have been accurate as of such date), and (ii) any failures to be true and correct that (without giving effect to any qualifications or limitations as to materiality or Material Adverse Effect), individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect.

•        TLGY will have performed in all material respects all of its respective obligations and complied in all material respects with all of their respective agreements and covenants under the Business Combination Agreement to be performed or complied with by them on or prior to the Closing Date.

•        No Material Adverse Effect will have occurred with respect to TLGY since the date of the Business Combination Agreement that is continuing.

•        Each of the covenants of the Sponsors required under the Sponsor Support Agreement to be performed as of or prior to the Closing shall have been performed in all material respects and the Sponsor Support Agreement shall remain in full force and effect and shall not have been revoked, rescinded or otherwise repudiated by any Sponsor or any of their affiliates.

Conditions to the Obligations of TLGY

The obligations of TLGY to consummate and effect the Business Combination are subject to the satisfaction or waiver of each of the following additional conditions at or prior to the Closing, any one or more of which may be waived in writing exclusively by TLGY.

•        All of the representations and warranties of SC Assets, StablecoinX, SPAC Merger Sub and Company Merger Sub set forth in the Business Combination Agreement will be true and correct on and as of the date of the Business Combination Agreement and on and as of the Closing Date as if made on the Closing Date, except for (i) those representations and warranties that address matters only as of a particular date (which representations and warranties will have been accurate as of such date), and (ii) any failures to be true and correct that (without giving effect to any qualifications or limitations as to materiality or Material Adverse Effect), individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect.

•        Each of SC Assets, StablecoinX, SPAC Merger Sub and Company Merger Sub will have performed in all material respects all of its obligations and complied in all material respects with all of the agreements and covenants under the Business Combination Agreement to be performed or complied with by it on or prior to the Closing Date.

•        No Material Adverse Effect will have occurred with respect to the SC Assets or StablecoinX since the date of the Business Combination Agreement.

Termination; Effectiveness

SC Assets and TLGY will be able to terminate the Business Combination Agreement by mutual written consent. Additionally, either SC Assets or TLGY would be able to terminate the Business Combination Agreement:

•        by written notice if any of the conditions to the Closing set forth in the Business Combination Agreement have not been satisfied or waived by January 21, 2026 (the “Outside Date”); provided, however, the right to terminate the Business Combination Agreement will not be available to a party if the breach or violation by such party or its affiliates of any representation, warranty, covenant or obligation under the Business Combination Agreement was the cause of, or resulted in, the failure of the Closing to occur on or before the Outside Date;

•        by written notice if a governmental authority of competent jurisdiction will have issued an order or taken any other action permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by the Business Combination Agreement, and such order or other action has become final and non-appealable; provided, however, that the right to terminate the Business Combination Agreement will not be available to either SC Assets or TLGY if the failure by it or its affiliates to comply with any provision of the Business Combination Agreement has been a substantial cause of, or substantially resulted in, such action by such governmental authority;

SC Assets would be able to terminate the Business Combination Agreement:

•        if the TLGY Board modifies its recommendation that shareholders vote “FOR” each of the Condition Precedent Proposals.

TLGY would be able to terminate the Business Combination Agreement:

•        if (i) there has been a breach by SC Assets, StablecoinX, SPAC Merger Sub or Company Merger Sub of any of their respective representations, warranties, covenants or agreements contained in the Business Combination Agreement, or if any representation or warranty of such parties will have become untrue or inaccurate, in any case, which would result in a failure of certain specified conditions set forth in the Business Combination Agreement to be satisfied (treating the Closing Date for such purposes as the date of the Business Combination Agreement or, if later, the date of such breach), and (ii) the breach or inaccuracy is incapable of being cured or is not cured within the earlier of (A) twenty (20) days after written notice of such breach or inaccuracy is provided to SC Assets or (B) five (5) Business Days prior to the Outside Date; provided, that TLGY will not have the right to terminate the Business Combination Agreement pursuant to the Business Combination Agreement if at such time TLGY is in material uncured breach of the Business Combination Agreement.

Waiver and Amendments

At any time prior to Closing, any party to the Business Combination Agreement may, by approval by their respective board of directors or other officers or persons duly authorized (a) extend the time for the performance of the obligations or acts of the other parties, (b) waive any inaccuracies in the representations and warranties (of the other non-affiliated party hereto) that are contained in the Business Combination Agreement or (c) waive compliance by the non-affiliated other parties hereto with any of the agreements or conditions contained in the Business Combination Agreement. The Business Combination Agreement may be amended, supplemented or modified only by execution of a written instrument signed by TLGY, StablecoinX and SC Assets.

Expenses

None of the parties to the Business Combination Agreement is required to pay a termination fee or reimburse any other party for its expenses as a result of a termination of the Business Combination Agreement. However, each party will remain liable for willful breaches of the Business Combination Agreement or for fraud claims prior to termination. Notwithstanding the foregoing, TLGY will also bear all fees, costs and expenses incurred by any party in connection the filing of the Registration Statement with the SEC and submitting a listing application for StablecoinX Class A Common Stock to Nasdaq.

Related Agreements

This section describes the Related Agreements, but does not purport to describe all of the terms thereof.    The following summary is qualified in its entirety by reference to the complete text of each of the Related Agreements. The full text of the Related Agreements, or forms thereof, are filed as annexes to this proxy statement/prospectus or as exhibits to the registration statement of which this proxy statement/prospectus forms a part, and the following descriptions are qualified in their entirety by the full text of such annexes and exhibits. Shareholders of TLGY and other interested parties are urged to read such Related Agreements in their entirety prior to voting on the proposals presented at the extraordinary general meeting.

Collaboration Agreement

In connection with the Business Combination, StablecoinX, SC Assets, Ethena and Ethena OpCo entered into the Collaboration Agreement, pursuant to which, among other things, Ethena agreed to provide StablecoinX a right to participate in certain future offerings of ENA Token made by it on terms no less favorable than other investors and to collaborate with StablecoinX on an ongoing basis to support the operation of StablecoinX’s infrastructure, staking and treasury activities of ENA Token and StablecoinX’s public advocacy for the Ethena Protocol within the traditional finance ecosystem. Pursuant to the Collaboration Agreement, StablecoinX agreed that its business would be to provide infrastructure, staking and other products and services to the Ethena Protocol and that it would not change its principal business, acquire digital assets other than ENA Token, USDe and sUSDe or any other Ethena-related digital assets,

or enter into a merger, acquisition, disposition or similar transaction that would have the effect of changing such business without the prior approval of the Investment Committee and a majority of the holders to StablecoinX Class B Common Stock. Further, during the term of the Collaboration Agreement, StablecoinX and its affiliates may not (i) sell, transfer, pledge or otherwise encumber any ENA Tokens held by it or its affiliates or (ii) provide any substantially similar services to any other third party or any other crypto-based decentralized network or protocol without the consent of Ethena, or in any event, attempt to launch a token, either directly or indirectly. It was also agreed that StablecoinX would establish an Investment Committee at the Closing, which will consist of one representative from StablecoinX, the Ethena Representative and one independent representative to be mutually agreed upon by the parties to the Collaboration Agreement. The Investment Committee will have authority over capital allocation decisions of StablecoinX, including the timing, size, price and frequency of purchases of ENA Token, material borrowings and any other transaction outside the normal course of StablecoinX’s business.

In addition, the parties to the Collaboration Agreement agreed to take various actions in connection with and in furtherance of the transactions contemplated by the PIPE Subscription Agreements, including, but not limited to (i) using the Net Cash PIPE Proceeds to purchase Locked ENA Tokens from Ethena OpCo in accordance with the terms of the applicable Token Purchase Agreement, and Ethena OpCo agreed to deposit such Locked ENA Token into the applicable Custodial Account (as defined below), (ii) Ethena agreed, in the event that the consummation of the Transactions does not occur, to unlock a portion of the Locked ENA Token held in the applicable Custodial Account in an amount equal to the ENA Return Amount, (iii) the parties agreed to release the Locked ENA Token to StablecoinX in the event that the Closing occurs and (iv) the parties agreed to provide joint instructions to the Custodian (as defined below) to effectuate each of the foregoing transactions. The initial term of the Contribution Agreement is five years and will automatically renew for successive one-year periods unless Ethena delivers written notice of non-renewal within 90 days of the end of the term. If the Contribution Agreement is terminated, the Ethena Representative will resign from the Investment Committee and the board of directors of StablecoinX and Ethena will forfeit any shares of StablecoinX Class B Common Stock then held by it for no consideration.

The Collaboration Agreement and certain of its provisions will terminate and be of no further force or effect upon the earlier to occur of (i) the termination of the Business Combination Agreement pursuant to its terms or (ii) Ethena delivering written notice of non-renewal within 90 days of the end of the term.

Contribution Agreement

Concurrently with the execution of the Business Combination Agreement, TLGY, SC Assets, StablecoinX and Ethena entered into the Contribution Agreement, pursuant to which Ethena agreed to contribute $60 million of Locked ENA Token, valued at $0.21056 per token, which represents a 30% discount to the fair market value of $0.3008 per token on the date of the Contribution Agreement, to SC Assets prior to the Company Merger, in exchange for shares of SC Assets Class B Common Stock. As a result of the ENA Contribution and the Company Merger, immediately following the Closing, Ethena will beneficially own a majority of the voting power of the outstanding shares of StablecoinX Common Stock.

The number of shares of SC Assets Class B Common Stock to be issued to Ethena in consideration of the ENA Contribution shall be calculated as follows: the number of shares of SC Assets Class B Common Stock (the “Contribution Shares”) shall be equal to (A) the amount of the ENA Contribution, divided by (B)(x) $10.00, multiplied by (y) a fraction, the numerator of which is (1) the ENA Fair Market Value on the date of the Contribution Agreement and the denominator of which is (2) the ENA Fair Market Value at Closing (as defined in the Contribution Agreement), which shares will, upon consummation of the Company Merger, be exchanged, on a one-for-one basis, for shares of StablecoinX Class A Common Stock and shares of StablecoinX Class B Common Stock.

The Contribution Agreement and certain of its provisions will terminate and be of no further force or effect upon the earlier to occur of (i) the termination of the Business Combination Agreement pursuant to its terms, (ii) the mutual written consent of the parties thereto, (iii) July 21, 2026 or (iv) if any of the conditions to closing as forth therein are not satisfied or waived as of the Closing Date.

PIPE Subscription Agreements

On July 21, 2025 and September 5, 2025, TLGY, SC Assets and StablecoinX entered into the PIPE Subscription Agreements with the PIPE Investors, pursuant to which the PIPE Investors agreed to make a private investment in SC Assets by purchasing the PIPE Shares prior to the Company Merger in the aggregate amount of approximately $893 million, of