StableCoinX Inc. 8-KCurrent Reports (8-K / ad hoc)

Business

Item 1.01 Entry into a Material Definitive Agreement. As previously disclosed, prior to the closing (the “Closing”) of the business combination (the “Business Combination”) among StablecoinX Inc. (the “Company”), TLGY Acquisition Corporation (“TLGY”) and StablecoinX Assets Inc. on June 25, 2026, TLGY issued convertible promissory notes to TLGY Sponsors LLC (“TLGY Sponsors”), CPC Sponsor Opportunities I, LP (“CPCSO”) and CPC Sponsor Opportunities I (Parallel), LP (“CPCSO Parallel” and together with TLGY Sponsors and CPCSO, the “Former SPAC Sponsors”) in connection with working capital loans and time extension funding loans (collectively, the “Prior Notes”). Upon the Closing, the Company assumed the obligations under the Prior Notes. The aggregate original principal amount of the Prior Notes was approximately $6.9 million, consisting of approximately $2.9 million held by TLGY Sponsors, approximately $2.2 million held by CPCSO and approximately $1.8 million held by CPCSO Parallel. On August 5, 2026, the Company and the Former SPAC Sponsors entered into a non-binding term sheet (the “Term Sheet”) that set forth the principal terms of a proposed restructuring of the Prior Notes. Following the execution of the Term Sheet, the Company and TLGY Sponsors negotiated the definitive terms and conditions of such restructuring. On August 21, 2026, the Company entered into a Note Consolidation and Restructuring Agreement (each, a “Restructuring Agreement”) with TLGY Sponsors and the other Former SPAC Sponsors reflecting the final terms, which were consistent with those set forth in the Term Sheet. Pursuant to the Restructuring Agreements, each of the Former SPAC Sponsors agreed to consolidate and restructure their Prior Notes as follows: (i) 5% of the original principal amount of the applicable Prior Notes would be paid in cash; (ii) 47.5% of the original principal amount of the applicable Prior Notes would be paid in warrants of the Company, at a price of $1.00 per warrant, each exercisable for one share of Class A common stock of the Company (the “Class A Shares”) at an exercise price of $11.50 per share (the “Tranche A Warrants”); and (iii) 47.5% of the original principal amount of the applicable Prior Notes would be paid in warrants of the Company, at a price of $0.75 per warrant, each exercisable for one Class A Share at an exercise price of $15.00 per share (the “Tra