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

Business

Item 1.01. Entry into a Material Definitive Agreement. Lock-Up Agreements Concurrently with the Closing, certain former shareholders of TLGY (the “Legacy SPAC Shareholders”) and certain former shareholders of SC Assets (the “Legacy SC Assets Shareholders”) entered into a Lock-Up Agreement with StablecoinX (the “Lock-up Agreement”), pursuant to which each shareholder party thereto agreed that the shares of StablecoinX Class A Common Stock (as defined herein) received by each such holder will be locked-up and subject to transfer restrictions, as described below, subject to certain exceptions. The shares of StablecoinX Class A Common Stock held by each of the TLGY Insiders will be locked up until the earlier of (i) six months after the date of the Closing and (ii) the date on which StablecoinX consummates a liquidation, merger, capital stock exchange, reorganization or other similar transaction after the Closing which results in all of its shareholders having the right to exchange their shares of StablecoinX stock for cash, securities or other property. The foregoing description of the Lock-Up Agreement does not purport to be complete and is qualified in its entirety by the full text of the form of Lock-Up Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference. Amended and Restated Registration Rights Agreement Concurrently with the Closing, TLGY, the Legacy SPAC Shareholders, Ethena OpCo, StablecoinX and the Legacy Opco Shareholders (together with the Legacy SPAC Shareholders and Ethena OpCo, the “Significant Holders”) entered into an Amended and Restated Registration Rights Agreement (the “Amended and Restated Registration Rights Agreement”) that amended and restated the registration rights agreement entered into between TLGY and certain of the Legacy SPAC Shareholders at the time of TLGY’s initial public offering and which provides registration rights with respect to the resale of shares of StablecoinX Class A Common Stock held by the Significant Holders. Pursuant to the Amended and Restated Registration Rights Agreement, the Significant Holders may request to sell all or any portion of their Registrable Securities (as defined in the Amended and Restated Registration Rights Agreement) in an aggregate of three underwritten offerings in any 12-month period, so long as the total offering price is reasonably expecte