In a pivotal corporate action, StablecoinX Inc. has entered into a merger agreement with TLGY Acquisition Corporation, a Cayman Islands exempted company, and StablecoinX Assets Inc., a Delaware corporation. The transaction is part of a broader business combination that will see TLGY merge with StablecoinX, followed by a merger involving StablecoinX Assets, effectively transforming StablecoinX into a publicly traded entity.
The deal, outlined in the Business Combination Agreement dated July 21, 2025, encompasses several key components. TLGY will first undergo a SPAC merger where it will continue as the surviving entity, and then StablecoinX Assets will merge into StablecoinX, with StablecoinX emerging as the ultimate parent company. This strategic maneuver is designed to enhance the operational capabilities of StablecoinX by leveraging TLGY's existing structure and investor base.
Financially, the transaction is substantial, with a total valuation of approximately $893 million, including a PIPE (Private Investment in Public Equity) investment of around $363 million from initial investors, supplemented by an additional $530 million from subsequent investors. Notably, part of this investment involves $60 million in ENA Tokens, valued at a discounted rate, which will contribute to the overall capital of the merged entity.
The rationale behind this merger is multi-faceted. By combining resources and expertise, StablecoinX aims to solidify its position within the blockchain and cryptocurrency space, particularly through collaborations with Ethena, a partner in this transaction. The merger is expected to create a more robust operational framework, enhancing the infrastructure and product offerings of StablecoinX, thus appealing to a broader range of investors and users in the digital asset market.
The timeline for this merger is set to progress rapidly, with the company anticipating the closing of the deal as soon as the SEC registration statement becomes effective. Shareholders of TLGY will benefit from the exchange of their shares for StablecoinX Class A common stock on a one-for-one basis, while the Strategic Investors and insiders will also exchange their holdings for shares in the new entity.
In terms of market impact, this merger is poised to significantly alter the landscape for shareholders and employees of both companies. The transition to a publicly traded company is expected to enhance StablecoinX's visibility and credibility in the market, potentially attracting new investors and driving share value upward. However, existing shareholders and employees will need to navigate the transition period as the companies integrate their operations and offerings.
Regulatory considerations are critical in this transaction, as the merger will require approval from relevant authorities, including compliance with SEC regulations. The companies have indicated that they are prepared to meet all necessary requirements to ensure a smooth transition.
In summary, this merger represents a significant step forward for StablecoinX Inc., positioning it strategically within the rapidly evolving digital asset space, with the backing of TLGY Acquisition Corporation and substantial investment from multiple sources.