TLGYF 10-Q
Tlgy Acquisition Corp (TLGYF)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
For the quarterly period ended
or
For the transition period from to
Commission file number:
| (Exact name of registrant as specified in its charter) |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
| | ||
| (Address of principal executive offices) | (Zip Code) |
| Registrant’s telephone number, including area code: |
| Securities registered pursuant to Section 12(b) of the Act: None |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| ☒ | Smaller reporting company | ||
| Emerging growth company |
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 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
As of May 14, 2026, there were a total of 5,925,770 ordinary shares, comprised of
TLGY ACQUISITION CORPORATION
FORM 10-Q FOR THE QUARTER ENDED
March 31, 2026
TABLE OF CONTENTS
i
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
TLGY ACQUISITION CORPORATION
CONDENSED BALANCE SHEETS
| March 31, 2026 (unaudited) | December 31, 2025 | |||||||
| ASSETS | ||||||||
| Current Assets: | ||||||||
| Cash | $ | $ | ||||||
| Prepaid expenses | ||||||||
| Total Current Assets | ||||||||
| Cash and investments held in Trust Account | ||||||||
| Total Assets | $ | $ | ||||||
| LIABILITIES, ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ DEFICIT | ||||||||
| Current Liabilities: | ||||||||
| Accounts payable and accrued expenses | $ | $ | ||||||
| Accrued offering costs | ||||||||
| Convertible promissory note payable – former sponsor | ||||||||
| Convertible promissory note payable – current sponsors | ||||||||
| Total Current Liabilities | ||||||||
| Derivative warrant liabilities | ||||||||
| Deferred underwriting commission | ||||||||
| Total Liabilities | ||||||||
| COMMITMENTS AND CONTINGENCIES | ||||||||
| Class A ordinary shares subject to possible redemption; | ||||||||
| Shareholders’ deficit: | ||||||||
| Preference shares, $ | ||||||||
| Class A ordinary shares, $ | ||||||||
| Class B ordinary shares, $ | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total Shareholders’ Deficit | ( | ) | ( | ) | ||||
| LIABILITIES, ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ DEFICIT | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
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TLGY ACQUISITION CORPORATION
CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)
| For the Three Months Ended | ||||||||
| March 31, | ||||||||
| 2026 | 2025 | |||||||
| EXPENSES | ||||||||
| General and administrative | ||||||||
| TOTAL EXPENSES | ||||||||
| OTHER INCOME (LOSS) | ||||||||
| Income earned on cash and investments held in Trust Account | ||||||||
| Forgiveness of debt | ||||||||
| Change in fair value of derivative liabilities | ( | ) | ( | ) | ||||
| TOTAL OTHER INCOME (LOSS) | ( | ) | ||||||
| Net income (loss) | $ | ( | ) | $ | ( | ) | ||
| Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption | ||||||||
| Basic and diluted net income (loss) per share, Class A ordinary shares subject to possible redemption | $ | ( | ) | $ | ( | ) | ||
| Weighted average number of shares of Class B ordinary shares outstanding, basic and diluted | ||||||||
| Basic and diluted net income (loss) per Class B ordinary share | $ | ( | ) | $ | ( | ) | ||
The accompanying notes are an integral part of these unaudited condensed financial statements.
2
TLGY ACQUISITION CORPORATION
CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT
FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025
(UNAUDITED)
| Class A | Class B | Additional | ||||||||||||||||||||||||||
| Ordinary Shares | Ordinary Shares | Paid-In | Accumulated | Shareholders’ | ||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | Deficit | ||||||||||||||||||||||
| Balance as of December 31, 2025 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
| Underwriter fee waiver | — | — | ||||||||||||||||||||||||||
| Current period remeasurement to redemption value | — | — | ( | ) | ( | ) | ||||||||||||||||||||||
| Net loss | — | — | ( | ) | ( | ) | ||||||||||||||||||||||
| Balance as of March 31, 2026 (unaudited) | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
| Class A | Class B | Additional | ||||||||||||||||||||||||||
| Ordinary Shares | Ordinary Shares | Paid-In | Accumulated | Shareholders’ | ||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | Deficit | ||||||||||||||||||||||
| Balance as of December 31, 2024 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
| Current period remeasurement to redemption value | — | — | ( | ) | ( | ) | ||||||||||||||||||||||
| Net loss | — | — | ( | ) | ( | ) | ||||||||||||||||||||||
| Balance as of March 31, 2025 (unaudited) | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
3
TLGY ACQUISITION CORPORATION
CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
| For the | For the | |||||||
| Three Months Ended | Three Months Ended | |||||||
| March 31, | March 31, | |||||||
| 2026 | 2025 | |||||||
| Cash Flows From Operating Activities: | ||||||||
| Net income (loss) | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||||||||
| Income earned on cash and investments held in the Trust Account | ( | ) | ( | ) | ||||
| Change in fair value of derivative warrant liabilities | ||||||||
| Forgiveness of debt | ( | ) | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Prepaid expenses | ( | ) | ( | ) | ||||
| Accounts payable and accrued expenses | ||||||||
| Net Cash Used In Operating Activities | ( | ) | ( | ) | ||||
| Cash Flows from Investing Activities: | ||||||||
| Cash deposited into Trust Account | ( | ) | ( | ) | ||||
| Cash withdrawn from Trust Account | ||||||||
| Net Cash Used In Investing Activities | ( | ) | ( | ) | ||||
| Cash Flows from Financing Activities: | ||||||||
| Redemptions of Class A ordinary shares | ||||||||
| Proceeds from promissory note – third party | ||||||||
| Proceeds from convertible promissory note – current sponsors | ||||||||
| Proceeds from convertible promissory note – former sponsor | ||||||||
| Net Cash Provided By Financing Activities | ||||||||
| Net change in cash | ( | ) | ||||||
| Cash at beginning of period | ||||||||
| Cash at end of period | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
4
TLGY ACQUISITION CORPORATION
NOTES TO THE CONDENSED FINANCIAL STATEMENTS
MARCH 31, 2026
(UNAUDITED)
NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
TLGY Acquisition Corporation (the “Company”) was incorporated in the Cayman Islands on
As of March 31, 2026, the Company had not commenced any operations. All activity for the period from May 21, 2021 (inception) through March 31, 2026 were organizational activities and those necessary to prepare for the Company’s initial public offering (the “Initial Public Offering” or “IPO”), described below, and, since the completion of the Initial Public Offering, searching for a target to consummate an initial business combination and activities in connection with the proposed Business Combination. The Company will not generate any operating revenues until after the completion of an initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end.
The registration statement for the Company’s Initial Public Offering was declared effective on November 30, 2021. On December 3, 2021, the Company consummated the Initial Public Offering of
Simultaneously with the closing of the Initial Public Offering, the Company consummated the private sale (the “Private Placement”) of an aggregate of
On December 8, 2021, the Company consummated the closing of the sale of an additional
Transaction costs amounted to $
As described in Note 6 below, the Deferred Underwriting Fees are payable upon the consummation of a Business Combination and in May 2024, the Company entered into a certain waiver (the “Mizuho Waiver”) with Mizuho Securities USA LLC (“Mizuho”), pursuant to which Mizuho agreed to waive the Deferred Underwriting Fees and agreed to forfeit all
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Following the closing of the Initial Public Offering on December 3, 2021 and the sale of the underwriters’ Option Units on December 8, 2021, an amount of $
The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The stock exchange listing rules require that the Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least
All of the Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with a Business Combination and in connection with certain amendments to the Company’s amended and restated memorandum and articles of association (as amended, the “Articles”).
The Company will provide the holders of the outstanding Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares either (i) in connection with a shareholder meeting called to approve a Business Combination or (ii) by means of a tender offer in connection with a Business Combination. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $
In accordance with the rules of the U.S. Securities and Exchange Commission (the “SEC”) and its guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of a company require ordinary shares subject to redemption to be classified outside of permanent equity. Given that the Public Shares will be issued with other freestanding instruments (i.e., Public Warrants, as defined below), the initial carrying value of the Class A ordinary shares (as defined below) classified as temporary equity will be the allocated proceeds determined in accordance with ASC 470-20. The Class A ordinary shares are subject to ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, the Company has the option to either (i) accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or (ii) recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected to recognize the changes immediately. The Public Shares are redeemable and will be classified as such on the balance sheets until such date that a redemption event takes place.
On March 10, 2026, the Company held an extraordinary general meeting of shareholders in connection with its proposed business combination with StablecoinX Assets Inc., following which holders of
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If the Company seeks shareholder approval of a Business Combination, the Company will proceed with a Business Combination only if the Company receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the Company, or such other vote as required by law or stock exchange rule. If a shareholder vote is not required and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Articles, conduct the redemptions pursuant to the tender offer rules of the SEC, and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks shareholder approval in connection with a Business Combination, the holders of the Company’s Class B ordinary shares and shares that were formerly Class B ordinary shares (such shares, the “Founder Shares” or “Class B ordinary Shares” and the holders of such shares, the “Founder Shareholders”), including the former sponsor and the current sponsors (as defined below) have agreed to vote their Founder Shares and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination. See “Business Combination Agreement and Shareholder Approval” below for additional information regarding the Transaction.
Notwithstanding the foregoing, if the Company seeks shareholder approval of a Business Combination and the Company does not conduct redemptions pursuant to the tender offer rules, 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 Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of
Each of the Founder Shareholders has agreed (a) to waive its redemption rights with respect to any Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Articles (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem
If the Company has not completed a Business Combination by May 16, 2026 (or up to October 16 2026 if the period of time to consummate a business combination is extended to the fullest extent allowed in accordance with the terms of the Articles) (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem
Each of the Founder Shareholders has agreed to waive its rights to liquidating distributions from the Trust Account with respect to the Founder Shares it will receive if the Company fails to complete a Business Combination within the Combination Period. However, if the Founder Shareholders or any of their respective affiliates acquire Public Shares, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period, and in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($
7
In order to protect the amounts held in the Trust Account, the former sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (1) $
Business Combination Agreement and Shareholder Approval
On July 21, 2025, the Company entered into a business combination agreement (as amended on January 21, 2026 and April 21, 2026 and as it may be further amended, modified, supplemented or otherwise modified from time to time in accordance with its terms, the “Business Combination Agreement”) with StablecoinX Assets Inc. (“SC Assets”), StablecoinX Inc. (“StablecoinX”), StablecoinX SPAC Merger Sub LLC, a wholly-owned subsidiary of StablecoinX (“SPAC Merger Sub”), and StablecoinX Company Merger Sub, Inc., a wholly-owned subsidiary of StablecoinX (“Company Merger Sub”), pursuant to which and subject to the terms and conditions set forth therein, upon the consummation of the transactions contemplated thereby, (a) the Company will, subject to the terms of the Business Combination Agreement, merge with and into SPAC Merger Sub, with SPAC Merger Sub continuing as the surviving company (the “SPAC Merger”), as a result of which the holders of Class A ordinary shares, will receive
In connection with the Transaction, StablecoinX filed a registration statement on Form S-4 (as amended, the “Registration Statement”), which contains a proxy statement/prospectus, and was declared effective by the SEC on February 17, 2026. On March 10, 2026, the Company held an extraordinary general meeting of shareholders at which the Company’s shareholders approved the Business Combination and related proposals (the “Business Combination Meeting”).
The Transaction remains subject to the satisfaction or waiver of customary closing conditions including, among others, the shares of StablecoinX Class A Common stock being approved for listing on Nasdaq or another national securities exchange. The Company expects the Transaction will close as soon as practicable but there can be no assurance whether or when the Transaction will be completed.
8
Liquidity, Capital Resources, and Going Concern
As of March 31, 2026, the Company had cash of $
The Company has incurred and expects to continue to incur significant costs in pursuit of completing a Business Combination. The Company’s liquidity needs have been satisfied primarily through proceeds from its Initial Public Offering and the Private Placement, as well as loans from its current sponsors or affiliates.
In connection with management’s assessment of going concern considerations in accordance with Financial Accounting Standards Board’s (“FASB”) ASC Topic 205-40, “Presentation of Financial Statements—Going Concern”, management has determined that the Company’s liquidity condition, working capital deficit, and the requirement to complete a Business Combination within the prescribed timeframe raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that these unaudited condensed financial statements are issued.
As discussed above, the Company’s shareholders approved the proposed Transaction at the Business Combination Meeting. The Company is currently working to satisfy the remaining closing conditions; however, there can be no assurance whether or when the Transaction will be consummated.
On April 15, 2026, the Company’s shareholders approved an amendment to the Articles to allow the Company to extend the period of time to consummate a Business Combination on a monthly basis for up to six additional months, subject to the current sponsors making the required deposits into the Trust Account. On April 16, 2026, the Company exercised its option to extend the deadline for completing a Business Combination by one month in accordance with such amendment.
While the extension provides additional time to complete a Business Combination, it does not alleviate the substantial doubt about the Company’s ability to continue as a going concern, as the completion of a Business Combination remains uncertain.
These unaudited condensed financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
Risks and Uncertainties
The Company’s ability to consummate a Business Combination, or the operations of a target business with which the Company ultimately consummates a Business Combination, may be materially and adversely affected by, among other things, global economic conditions and disruptions, including geopolitical events, international hostilities and resulting sanctions, acts of terrorism, public health crises, inflation or stagflation, tariffs and other trade barriers, central bank interest rate policies in countries that such target business operates. In addition, the Company’s ability to consummate a transaction may be dependent on the ability to raise equity and debt financing which may be impacted by these events, including as a result of increased market volatility, or decreased market liquidity in third-party financing being unavailable on terms acceptable to the Company or at all. The impact of any of these actions on the world economy and the specific impact on the Company’s financial position, results of operations and/or ability to consummate a Business Combination are not yet determinable.
The unaudited condensed financial statements do not include any adjustments that might result from the outcome of these uncertainties.
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NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited condensed financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, the accompanying unaudited condensed financial statements do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.
The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC on March 31, 2026. The interim results for the three months ended March 31, 2026 are not necessarily indicative of the results to be expected for the year ending December 31, 2026 or for any future periods.
Emerging Growth Company
The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”), and it 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, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
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 election to opt out is irrevocable. The Company 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, the Company, 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 the Company’s 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.
Use of Estimates
The preparation of the unaudited condensed financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed balance sheets.
Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the condensed balance sheets, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents
The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. As of March 31, 2026 and December 31, 2025, the Company had cash of $
10
Cash and Investments Held in Trust Account
At March 31, 2026 and December 31, 2025, the Company had $
Offering Costs Associated with the Initial Public Offering
The Company complies with the requirements of the FASB ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A, “Expenses of Offering.” Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering. Upon completion of the Initial Public Offering, offering costs associated with warrant liabilities are expensed as incurred. Offering costs associated with the Units were allocated between temporary equity and the Public Warrants by the relative fair value method. Offering costs of $
Class A Ordinary Shares Subject to Possible Redemption
The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance enumerated in ASC 480 “Distinguishing Liabilities from Equity”. Ordinary shares subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity (deficit). At all other times, ordinary shares are classified as shareholders’ equity (deficit). The Company’s Class A ordinary shares feature certain redemption rights that are considered by the Company to be outside of the Company’s control and subject to the occurrence of uncertain future events.
As of March 31, 2026 and December 31, 2025, there were
On March 10, 2026, the Company held an extraordinary general meeting of shareholders in connection with its proposed business combination with SC Assets, following which holders of
The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Class A ordinary shares to equal the redemption value at the end of each reporting period. During the three months ended March 31, 2026 and 2025, the Company recorded a measurement adjustment of $
Net Loss per Ordinary Share
The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net loss per ordinary share is computed by dividing net loss by the weighted average number of ordinary shares outstanding for the period. The Company applies the two-class method in calculating earnings per share. The remeasurement adjustment associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value.
11
The calculation of diluted loss per ordinary share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering and (ii) the Private Placement. As of March 31, 2026, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and subsequently share in the earnings of the Company.
The following table reflects the calculation of basic and diluted net loss per ordinary share.
| For the Three Months Ended March 31, 2026 | For the Three Months Ended March 31, 2025 | |||||||
| Class A Redeemable ordinary shares | ||||||||
| Numerator: Allocation of net loss | $ | ( | ) | $ | ( | ) | ||
| Denominator: Basic and diluted weighted average shares outstanding | ||||||||
| Basic and diluted net loss per Class A ordinary shares | $ | ( | ) | $ | ( | ) | ||
| Class B Non-redeemable ordinary shares | ||||||||
| Numerator: Allocation of net loss | $ | ( | ) | $ | ( | ) | ||
| Denominator: Basic and diluted weighted average shares outstanding | ||||||||
| Basic and diluted net loss per Class B ordinary shares | $ | ( | ) | $ | ( | ) | ||
Income Taxes
The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.
ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as March 31, 2026 and December 31, 2025. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.
12
There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s unaudited condensed financial statements.
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $
Fair Value of Financial Instruments
Fair value is defined as the price that would be received for sale of an asset or paid to transfer a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:
| ● | Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; |
| ● | Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and |
| ● | Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. |
See Note 9 for additional information regarding liabilities measured at fair value.
Derivative Financial Instruments
The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The Company’s derivative instruments are recorded at fair value as of the closing date of the Initial Public Offering (December 3, 2021) and re-valued at each reporting date, with changes in the fair value reported in the statements of operations. Derivative assets and liabilities are classified on the balance sheets as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The Company has determined the Public Warrants and the Private Placement Warrants are a derivative instrument. As the Public Warrants and the Private Placement Warrants meet the definition of a derivative, the Public Warrants and the Private Placement Warrants are measured at fair value at issuance and at each reporting date in accordance with ASC 820, “Fair Value Measurement,” with changes in fair value recognized in the statements of operations in the period of change.
Convertible Promissory Note
The Company accounts for its convertible promissory notes under ASC 470-20, “Debt—Debt with Conversion and other Options” (“ASC 470”). The notes are assessed under ASC 815 for any conversion features which may require bifurcation.
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Warrant Liabilities
The Company accounts for the Public Warrants and the Private Placement Warrants issued in connection with the Initial Public Offering and the Private Placement in accordance with the guidance contained in FASB ASC 815, “Derivatives and Hedging” whereby under that provision, the Public Warrants and the Private Placement Warrants do not meet the criteria for equity treatment and must be recorded as a liability. Accordingly, the Company classifies the warrant instrument as a liability at fair value and adjusts the instrument to fair value at each reporting period. This liability will be re-measured at each balance sheet date until the Public Warrants and the Private Placement Warrants are exercised or expire, and any change in fair value will be recognized in the Company’s statements of operations. Upon issuance and as of December 31, 2021, the Company used a Monte Carlo simulation model to value the Public Warrants and a modified Black-Scholes model to value the Private Placement Warrants.
As of March 31, 2026, the quoted market price is used as the fair value as of each relevant date for valuing the Public Warrants. The Private Placement Warrants are valued using a modified Black-Scholes model. The Company’s valuation model utilizes inputs and other assumptions and may not be reflective of the price at which they can be settled. Such warrant classification is also subject to re-evaluation at each reporting period.
Recent Accounting Standards
In November 2023, the FASB issued ASU 2023-07 – Segment Reporting – “Improvements to Reportable Segment Disclosures” (“ASU 2023-07”). This update requires public entities to disclose its significant segment expense categories and amounts for each reportable segment. The guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years.
As of March 31, 2026 and December 31, 2025, the Company reported its operations as a single reportable segment, noting no disaggregation of Company activities, management or allocation of resources by geographic region, business activity or organizational method, thus this new guidance does not affect the disclosures.
Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements.
NOTE 3 — INITIAL PUBLIC OFFERING
Pursuant to the Initial Public Offering and the underwriters’ exercise of the over-allotment option, the Company sold
The Class A ordinary shares issued in the IPO initially included a contingent right to receive a pro rata share of
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NOTE 4 — PRIVATE PLACEMENTS
Simultaneously with the closing of the Initial Public Offering and the exercise of the over-allotment option, the Company consummated the Private Placement of an aggregate of
A portion of the proceeds from the Private Placement Warrants was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will be worthless.
The Private Placement Warrants (including the Class A ordinary shares issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or salable until
NOTE 5 — RELATED PARTY TRANSACTIONS
Founder Shares
On June 17, 2021, the former sponsor received
Concurrent with the closing of the Initial Public Offering, the former sponsor transferred
On April 16, 2024, the Company, the former sponsor, TLGY Holdings LLC, which is the holding company of the former sponsor, and the current sponsors entered into a securities transfer agreement, pursuant to which, at a closing on June 19, 2024, the current sponsors, for an aggregate purchase price of $
Each of the Founder Shareholders had previously agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of : (A)
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Subsequently, in connection with the execution of the Business Combination Agreement, the Founder Shareholders entered into a sponsor support agreement (the “Sponsor Support Agreement”) with the Company, StablecoinX, SC Assets and the other parties thereto, pursuant to which, among other things, each of the Founder Shareholders agreed (i) to vote in favor of the adoption and approval of, among other things, the Business Combination Agreement and the related documents to which the Company is a party, and the Transactions, (ii) not transfer any securities of the Company held by it until the earlier of (a) the closing of the Business Combination (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, and (ii) following the consummation of the SPAC Merger, to exchange certain shares of StablecoinX Class A Common Stock issued to them in respect of their Founder Shares (the “Exchanged Founder Shares”) for shares of StablecoinX Class B Common Stock and the right to receive up to an aggregate of
Subsequently, the parties negotiated an amendment and restatement to the Sponsor Support Agreement to remove the earnout structure entirely and instead the Founder Shareholders would receive a certain number of StablecoinX Class A Common Stock equal to a fixed percentage of the pro forma outstanding shares of StablecoinX Class A Common Stock at Closing. The Company initially proposed that the Founder Shareholders should retain a fixed percentage of
Convertible Promissory Note
| i) | Working Capital Loans |
In order to finance transaction costs in connection with a Business Combination, the former sponsor and/or the current sponsors (collectively, the “Sponsors”) or an affiliate of the Sponsors or certain of its officers and directors may, but are not obligated to, loan the Company funds as may be required. Such working capital loans (the “Working Capital Loans”) would be evidenced by promissory notes. The notes may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $
As of March 31, 2026 and December 31, 2025, there was $
As of March 31, 2026, the current sponsors had provided the Company an aggregate of $
| ii) | Time Extension Funding Loans |
In order to extend the Company’s time period for consummating a Business Combination, the Sponsors or an affiliate of the Sponsors or certain of their officers and directors may, but are not obligated to, loan the Company funds as may be required. If the Company completes a Business Combination, the Company will repay such loaned amounts. In the event that a Business Combination does not close, no proceeds from the Trust Account would be used to repay such time extension funding loaned amounts. If the Company does not complete a Business Combination, the Company will not repay such time extension funding loans. Up to $
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As of March 31, 2026 and December 31, 2025, the Company had $
As of March 31, 2026, the current sponsors provided the Company with an aggregate of $
NOTE 6 — COMMITMENTS AND CONTINGENCIES
Registration Rights
The holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans or Extension Loans (and any shares of ordinary shares issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans or Extension Loans and upon conversion of the Founder Shares) are entitled to registration rights pursuant to a registration rights agreement requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to Class A ordinary shares). The holders of these securities are entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders have certain “piggyback” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not be required to effect or permit any registration or cause any registration statement to become effective until the securities covered thereby are released from their lock-up restrictions. The Company will bear the expenses incurred in connection with the filing of any such registration statements.
Underwriting Agreement
The Company granted the underwriters a
On December 3, 2021, concurrent with the closing of the Initial Public Offering, the underwriters were paid a cash underwriting discount of $
On December 8, 2021, the Company consummated the closing of the sale of an additional
Concurrent with the closing of the Initial Public Offering, the former sponsor transferred
In May 2024, the Company entered into the Mizuho Waiver, pursuant to which Mizuho agreed to waive the Deferred Underwriting Fees and agreed to forfeit all of the
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Legal Fees
The Company has an agreement in place whereby if its prior legal counsel for the Company’s IPO assists in the initial Business Combination, payment of their charges plus a success premium to be agreed is contingent on a successful de-SPAC closing or recovery under certain cost coverage provisions in the merger agreement. In accordance with ASC 805, “Business Combinations”, this fee will not be recorded until Business Combination is consummated.
On May 2, 2024, the Company entered into a waiver with its prior legal counsel for the Company’s IPO, pursuant to which its prior legal counsel agreed to a waiver for IPO of all fees and payment under and pursuant to their engagement. Solely in the event of a consummation by the Company of its initial Business Combination, the Company shall pay the legal counsel for the Company’s IPO a sum of $
Verde Bioresins Termination Agreement
The Company and the former sponsor entered into an Agreement and Plan of Merger, as amended (the “Merger Agreement”) on June 21, 2023, as amended on August 11, 2023, with Virgo Merger Sub Corp., a Delaware corporation and wholly-owned subsidiary of the Company (“Merger Sub”), Verde Bioresins, Inc., a Delaware corporation (“Verde”). On March 12, 2024, the Company received a termination notice (the “Termination Notice”) from Verde stating that Verde was exercising its right to terminate the Merger Agreement (the “Termination”) and all ancillary agreements, pursuant to Section 10.01(c) of the Merger Agreement. On March 18, 2024, the Company responded to the Termination Notice and agreed to a termination of the Merger Agreement (the “Termination Agreement”), but disputed the grounds for the termination of the Merger Agreement. As a result of the Termination, the ancillary agreements relating to the proposed merger automatically terminated.
On May 4, 2024, Verde entered into a mutual release agreement with the Company, Merger Sub and the former sponsor, pursuant to which, a mutual release, waiver and discharge was agreed in respect of all claims and obligations arising out of or relating to the Termination Agreement, the Merger Agreement and all ancillary agreements and that all payments made by Verde for extending the period of time to consummate a business combination by the Company shall not be repayable by the Company to Verde and all promissory notes issued by the Company to Verde, including the Extension Loans previously issued to Verde, shall be deemed to have been voided and cancelled. Solely in the event of a consummation by the Company of its initial business combination, the Company shall pay Verde a sum of $
NOTE 7 — SHAREHOLDERS’ DEFICIT
Preference Shares —The Company is authorized to issue
Class A Ordinary Shares —The Company is authorized to issue
Class B Ordinary Shares —The Company is authorized to issue
Only holders of the Class B ordinary shares will have the right to vote on the election of directors prior to a Business Combination. Holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders except as otherwise required by law. In connection with a Business Combination, the Company may enter into a shareholder’s agreement or other arrangements with the shareholders of the target or other investors to provide for voting or other corporate governance arrangements that differ from those in effect upon completion of the Initial Public Offering.
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The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of a Business Combination, or earlier at the option of the holder, on a
Refer above to the disclosure surrounding the April 18, 2025 conversion of Class B ordinary shares to Class A ordinary shares.
NOTE 8 — WARRANTS LIABILITIES
Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants will become exercisable on the later of (a)
The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those Class A ordinary shares is available, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of residence of the exercising holder, or an exemption from registration is available.
The Company has agreed that as soon as practicable, but in no event later than
Redemption of Warrants When the Price per Share of Class A Ordinary Share Equals or Exceeds $
| ● | in whole and not in part; |
| ● | at a price of $ |
| ● | upon a minimum of |
| ● | if, and only if, the last reported sale price of the Class A ordinary shares equals or exceeds $ |
If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws.
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Redemption of Warrants When the Price per Share of Class A Ordinary Share Equals or Exceeds $
| ● | in whole and not in part; |
| ● | at a price of $ |
| ● | upon a minimum of |
| ● | if, and only if, the last reported sale price of the Class A ordinary share equals or exceeds $ |
The Private Placement Warrants are identical to the Public Warrants underlying the Units, except that the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or saleable until
The Company accounts for the
The accounting treatment of derivative financial instruments requires that the Company record a derivative liability upon the closing of the Initial Public Offering. Accordingly, the Company classified each warrant as a liability at its fair value and the warrants were allocated a portion of the proceeds from the issuance of the Units equal to its fair value determined by the Monte Carlo simulation. This liability is subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s statements of operations. The Company will reassess the classification at each balance sheet date. If the classification changes as a result of events during the period, the warrants will be reclassified as of the date of the event that causes the reclassification. As of March 31, 2026 and December 31, 2025, the derivative warrant liability was $
In connection with the Transactions and pursuant to the terms of the Sponsor Support Agreement, the holders of the Private Placement Warrants have agreed to forfeit all of the Private Placement Warrants in exchange for Earnout Shares. See Note 5 for additional information.
On April 21, 2025, the Company reported in a Form 8-K, amongst others, that following an extraordinary general meeting of the Company held on April 15, 2025, shareholders of the Company approved the detachment and cancellation of the contingent right attached to each non-redeemed Class A ordinary share sold in the Company’s Initial Public Offering, which right entitles the holder of such Class A ordinary shares to receive at least one-fourth of one redeemable warrant following the business combination redemption time. As a result, there are no rights attached to the Class A ordinary shares and no distributable redeemable warrants will be distributed or issued by the Company in connection with the closing of an initial Business Combination.
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NOTE 9 — FAIR VALUE MEASUREMENTS
The following table presents information about the Company’s assets and liabilities that are measured at fair value at March 31, 2026 and December 31, 2025, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:
| March 31, | December 31, | |||||||||||
| Description | Level | 2026 | Level | 2025 | ||||||||
| Assets: | ||||||||||||
| Cash and investments held in Trust Account | 1 | $ | 1 | $ | ||||||||
| Liabilities: | ||||||||||||
| Warrant liability – Private Placement Warrants | 2 | $ | 3 | $ | ||||||||
| Warrant liability – Public Warrants | 2 | $ | 1 | $ | ||||||||
The Public Warrants and the Private Placement Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within liabilities on the condensed balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the condensed statements of operations.
Upon issuance, the Company used a Monte Carlo simulation model to value the Public Warrants and a modified Black-Scholes model to value the Private Placement Warrants. The Company allocated the proceeds received from (i) the sale of Units (which is inclusive of
The Public Warrants were initially classified after detachment of the Public Warrants from the Units as Level 1 due to the use of an observable market quote in an active market.
The Public Warrants were subsequently reclassified from Level 1 to Level 2 as a result of the suspension of trading of the Company’s Class A ordinary shares and Public Warrants from Nasdaq on December 9, 2024. The subsequent measurements of the Public Warrants as of March 31, 2026 were classified as Level 2 due to the lack of an active trading market. For periods subsequent to the detachment of the Public Warrants from the Units, the publicly traded closing price of the Public Warrants of $
The table below provides a summary of the changes in fair value, including net transfers in and/or out, of all financial assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the three months ended March 31, 2026:
| Fair Value | ||||
| Measurement | ||||
| Using Level 3 | ||||
| Inputs Total | ||||
| Balance, December 31, 2025 | $ | |||
| Transfer out of Level 3 | ( | ) | ||
| Balance, March 31, 2026 | $ | |||
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As of March 31, 2026 and December 31, 2025, the derivative warrant liability was $
NOTE 10 – SEGMENT INFORMATION
ASC Topic 290, “Segment Reporting,” establishes standards for companies to report in their financial statements information about operating segments, products, services, geographic areas, and major customer. Operating segments are defined as components of an enterprise for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker (“CODM”), or group, in deciding how to allocate resources and assess performance.
The Company’s CODM has been identified as the Chief Executive Officer, who reviews the operating results for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that the Company only has
When evaluating the Company’s performance and making key decisions regarding resource allocation,
| March 31, 2026 | December 31, 2025 | |||||||
| Total Assets | $ | $ | ||||||
| For the Three Months Ended | ||||||||
| March 31, | ||||||||
| 2026 | 2025 | |||||||
| EXPENSES | ||||||||
| General and administrative | $ | $ | ||||||
| Administrative fee – related party | ||||||||
| TOTAL EXPENSES | $ | $ | ||||||
| OTHER INCOME (LOSS) | ||||||||
| Income earned on cash and investments held in Trust Account | $ | $ | ||||||
| Forgiveness of debt | ||||||||
| Change in fair value of derivative liabilities | $ | ( | ) | $ | ( | ) | ||
| TOTAL OTHER INCOME (LOSS) | $ | ( | ) | $ | ||||
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General and administrative costs are reviewed and monitored by the CODM to management and forecast cash to ensure enough capital is available to complete an Initial Public Offering and eventually a Business Combination within the Combination Period. The CODM also reviews general and administrative costs to manage, maintain, and enforce all contractual agreements to ensure costs are aligned with all agreement and budget.
General and administrative expenses, as reported on the condensed statements of operations, are the significant segment expenses provided to the CODM on a regular basis.
All other segment items included in net income or loss are reported on the condensed statements of operations and described within their respective disclosures.
Total assets are reviewed and monitored by the CODM to determine if the Company has maintained enough capital in order to complete its initial Business Combination.
Income earned on cash and investments held in the Trust Account is reviewed and monitored by the CODM to determine returns for potential redeeming shareholders based on the interest earned on the holdings within the Trust Account.
NOTE 11 — SUBSEQUENT EVENTS
The Company evaluated subsequent events and transactions that occurred after the condensed balance sheet date through the date that the unaudited condensed financial statements were issued. Based upon this review, except as noted below and as disclosed as current reports under various Form 8-K filed with the SEC, the Company did not identify any other subsequent events that would have required adjustment to or disclosure in the unaudited condensed financial statements.
Fifth Extension Meeting
On April 15, 2026, the Company held an extraordinary general meeting of shareholders (the “Fifth Extension Meeting”) at which its shareholders approved a proposal to amend the Articles to modify the monthly amount that the Sponsors or their affiliates or designees must deposit into the Trust Account in order to extend the period of time to consummate an initial Business Combination (the “Termination Date”) by one month, up to six times (starting from the first date on which such modified extension payment is made), if requested by the Sponsors and accepted by the Company, from the lesser of (x) $
In connection with the Fifth Extension Meeting, on April 15, 2026, public shareholders holding
Extensions to Complete the Initial Business Combination
On April 16, 2026, the Company notified Continental Stock Transfer & Trust Company of its intention to extend the Termination Date by an additional month for the period from April 17, 2026 to May 16, 2026, subject to the Sponsors or their affiliates or designees depositing $
On April 16, 2026, the Sponsors or their affiliates or designees deposited the Extension Deposit into the Trust Account and as a result the Termination Date was extended by one month until May 29, 2026.
Promissory Notes
On April 17, 2026, in order to deposit the monthly extension payment to extend the Termination Date by an additional month for the period from April 17, 2026 to May 16, 2026, the Company issued unsecured promissory notes to the current sponsors (the “2026 April Extension Promissory Notes”), pursuant to which the Company was provided $
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
References in this quarterly report (the “Quarterly Report”) on Form 10-Q to “we,” “us” or the “Company” refer to TLGY Acquisition Corporation. References to our “management” or our “management team” refer to our officers and directors, and references to the “former sponsor” refer to TLGY Sponsors LLC and references to the “current sponsors” refer to CPC Sponsor Opportunities I, LP and CPC Sponsor Opportunities I (Parallel), LP. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this Quarterly Report on Form 10-Q. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.
Cautionary Note Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Exchange Act of 1934, as amended (the “Exchange Act”) that are not historical facts, and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Form 10-Q including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s final prospectus for its initial public offering (the “Initial Public Offering” or “IPO”) filed with the U.S. Securities and Exchange Commission (the “SEC”) on December 3, 2021 and the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 31, 2026. The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward- looking statements whether as a result of new information, future events or otherwise.
Overview
We are a blank check company incorporated on May 21, 2021 as a Cayman Islands exempted company and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). We intend to effectuate our initial Business Combination using cash from the proceeds of our IPO and the private placement of the private placement warrants, the proceeds of the sale of our shares in connection with our initial Business Combination (pursuant to forward purchase agreements or backstop agreements we may enter into following the consummation of our IPO or otherwise), shares issued to the owners of the target, debt issued to bank or other lenders or the owners of the target, or a combination of the foregoing. We expect to incur significant costs in the pursuit of our initial Business Combination. We cannot assure you that our plans to raise capital or to complete our initial Business Combination will be successful.
Business Combination Agreement and Shareholder Approval
On July 21, 2025, the Company entered into a business combination agreement (as amended on January 21, 2026 and April 21, 2026 and as it may be further amended, modified, supplemented or otherwise modified from time to time in accordance with its terms, the “Business Combination Agreement”) with StablecoinX Assets Inc. (“SC Assets”), StablecoinX Inc. (“StablecoinX”), StablecoinX SPAC Merger Sub LLC, a wholly-owned subsidiary of StablecoinX (“SPAC Merger Sub”), and StablecoinX Company Merger Sub, Inc., a wholly-owned subsidiary of StablecoinX (“Company Merger Sub”), pursuant to which and subject to the terms and conditions set forth therein, upon the consummation of the transactions contemplated thereby, (a) the Company will, subject to the terms of the Business Combination Agreement, merge with and into SPAC Merger Sub, with SPAC Merger Sub continuing as the surviving company (the “SPAC Merger”), as a result of which the holders of Class A ordinary shares (as defined below), will receive one share of Class A common stock, par value $0.0001 per share, of StablecoinX (“StablecoinX Class A Common Stock”) for each Class A ordinary share held by such shareholder, and (b) 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 the holders of shares of Class A common stock, par value $0.0001 per share, of SC Assets (the “SC Assets Class A Common Stock”) will receive one share of StablecoinX Class A Common Stock for each share of SC Assets Class A Common Stock held by such shareholder and holders of Class B common stock, par value $0.0001 per share, of SC Assets (the “SC Assets Class B Common Stock”) will receive one share of StablecoinX Class A Common Stock and 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 StablecoinX Class A Common Stock, “StablecoinX Stock”) for each share of SC Assets Class B Common Stock held by such shareholder. As a result of the Mergers and the other transactions contemplated by the Business Combination Agreement (the “Transaction”), the Company and SC Assets will become wholly owned subsidiaries of StablecoinX and StablecoinX will become a publicly traded company, all upon the terms and subject to the conditions set forth in the Business Combination Agreement. SC Assets was founded by Young Cho, the Chief Executive Officer and Executive Director of the Company, and Edward Chen, the managing member of the current sponsors of the Company.
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In connection with the Transaction, StablecoinX filed a registration statement on Form S-4, which contains a proxy statement/prospectus, and was declared effective by the SEC on February 17, 2026. On March 10, 2026, the Company held an extraordinary general meeting of shareholders at which the Company’s shareholders approved the Transaction and related proposals (the “Business Combination Meeting”).
The Transaction remains subject to the satisfaction or waiver of customary closing conditions including, among others, the shares of StablecoinX Class A Common stock being approved for listing on Nasdaq or another national securities exchange. The Company expects the Transaction will close as soon as practicable but there can be no assurance whether or when the Transaction will be completed.
Results of Operations
We have neither engaged in any operations nor generated any revenues to date. Our only activities from inception through March 31, 2026 were organizational activities and those necessary to prepare for the Initial Public Offering, described below, and, since the completion of our Initial Public Offering, searching for a target to consummate an initial Business Combination and activities in connection with a Business Combination, including the Mergers and other transactions contemplated by the Business Combination Agreement. We do not expect to generate any operating revenues until after completion of our initial Business Combination. We generate non-operating income in the form of interest income on cash and cash equivalents held in a trust account with Continental Stock Transfer & Trust Company acting as trustee (the “Trust Account”). We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.
For the three months ended March 31, 2026, we had a net loss of $4,323,559 which was primarily due to general and administrative costs of $954,356 and the change in the fair value of the warrant liability of $3,413,925, partially offset by interest income on funds held in the Trust Account of $44,722.
For the three months ended March 31, 2025 we had net loss of $38,289 which was primarily due to the general and administrative costs of $136,233 and the change in the fair value of the warrant liability of $452,914, partially offset by interest income on funds held in the Trust Account of $466,024 and the forgiveness of debt of $84,834.
Liquidity and Capital Resources
On December 3, 2021, we consummated our IPO of 20,000,000 units (the “Units”) at a price of $10.00 per Unit, generating gross proceeds of $200,000,000. Each Unit consists of one share of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A ordinary shares”), and one-half of one redeemable warrant of the Company (each whole warrant, a “Public Warrant”), with each whole Public Warrant entitling the holder thereof to purchase one whole Class A ordinary share at a price of $11.50 per share, subject to adjustment. Simultaneously with the closing of our IPO, we consummated the sale of 10,659,500 private placement warrants (the “Private Placement Warrants”) to our former sponsor at a price of $1.00 per Private Placement Warrant (the “Private Placement”) generating gross proceeds of $10,659,500.
On December 8, 2021, we consummated the closing of the sale of an additional 3,000,000 units (the “Option Units”) at $10.00 per Option Unit, pursuant to the full exercise of over-allotment option by the underwriters of our IPO, generating gross proceeds of $30,000,000. We also consummated the closing of the sale of an additional 600,000 Private Placement Warrants at $1.00 per Private Placement Warrants (“Additional Private Placement Warrants”) to our former sponsor, generating gross proceeds of $600,000. An aggregate of $234,600,000 of the proceeds from our IPO (including the Option Units) and the Private Placement with our former sponsor (including the Additional Private Placement Warrants) was placed in the Trust Account. We incurred $14,183,689 in transaction costs, including $4,000,000 of underwriting fees paid at our IPO, $8,650,000 of deferred underwriting fees (the “Deferred Underwriting Fees”) and $1,533,689 of offering expenses. In May 2024, we entered into a certain waiver (the “Mizuho Waiver”) with Mizuho Securities USA LLC (“Mizuho”), pursuant to which Mizuho agreed to waive the Deferred Underwriting Fees and agreed to forfeit all of the 300,300 Class B ordinary shares received by it as compensation in connection with the IPO. We believe that Mizuho was acting as a representative of all of the underwriters on the IPO when it waived the Deferred Underwriting Fees. The forfeiture of the 300,300 Class B ordinary shares was completed on June 30, 2025 and is reflected in the condensed statement of changes in shareholders’ deficit.
On February 23, 2023, the Company held an extraordinary general meeting of its shareholders (the “First Extension Meeting”), at which its shareholders approved an amendment to the Amended and Restated Memorandum and Articles of Association of the Company (the “Articles”) to, among other things, extend the time it had to complete an initial Business Combination, and in connection therewith, 15,681,818 Class A ordinary shares were rendered for redemption. The Class A ordinary shares were redeemed at a price of approximately $10.40 per share.
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On October 17, 2023, the Company held an annual general meeting of its shareholders (the “Second Extension Meeting”), at which its shareholders approved a further amendment to the Articles to, among other things, extend the time it had to complete an initial Business Combination, and in connection therewith, 1,395,317 Class A ordinary shares were rendered for redemption. The Class A ordinary shares were redeemed at a per-share price of approximately $10.96 per share.
On April 16, 2024, the Company held an extraordinary general meeting of its shareholders (the “Third Extension Meeting”), at which its shareholders approved a further amendment to the Articles to, among other things, extend the time it had to complete an initial Business Combination, and in connection therewith, 2,205,658 Class A ordinary shares were rendered for redemption. The Class A ordinary shares were redeemed at a per-share price, of approximately $11.33 per share.
On April 15, 2025, the Company held an extraordinary general meeting of its shareholders (the “Fourth Extension Meeting”) at which its shareholders approved certain amendments to among other things, extend the time it had to complete an initial Business Combination, and in connection therewith, 3,227,320 Class A ordinary shares were rendered for redemption. The Class A ordinary shares were redeemed at a per-share price, of approximately $12.12 per share.
On April 15, 2026, the Company held an extraordinary general meeting of its shareholders (the “Fifth Extension Meeting”) at which its shareholders approved certain amendments to among other things, extend the time it had to complete an initial Business Combination, and in connection therewith, 13,817 Class A ordinary shares were rendered for redemption. The Class A ordinary shares were redeemed at a per-share price of approximately $13.20 per share.
As of March 31, 2026, the Company had cash of $2,812 and a working capital deficit of $7,019,119.
We have determined that if we are unable to raise additional funds to alleviate liquidity needs or complete an initial Business Combination by May 16, 2026 (or such later date as may be extended in accordance with the terms of the Articles, the “Combination Period”) then the Company will cease all operations, redeem the public shares and thereafter liquidate and dissolve. There is no assurance that our plans to consummate a Business Combination will be successful within the Combination Period. The working capital deficit, liquidity conditions and mandatory liquidation raise substantial doubt about the ability to continue as a going concern. The financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.
Off-balance Sheet Arrangements; Commitments and Contractual Obligations
As of March 31, 2026, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K and did not have any commitments or contractual obligations other than obligations disclosed herein.
Contractual Obligations
IPO Registration Rights
In connection with the IPO, the holders of the Company’s Class B ordinary shares and shares that were formerly Class B ordinary shares (such shares, the “Founder Shares” or “Class B ordinary Shares”), Private Placement Warrants and any warrants that may be issued upon conversion of the working capital loans and loans made to extend our time period for consummating an initial Business Combination (and in each case holders of their component securities, as applicable) entered into a registration rights agreement, which requires us to register a sale of any of our securities held by them on November 30, 2021, as supplemented by a joinder to the registration rights agreement on June 20, 2024, requiring us to register such securities for resale (in the case of the Founder Shares, only after conversion to our Class A ordinary shares). Pursuant to the terms of that agreement, the holders of these securities are entitled to make up to three demands, excluding short form demands, that we register such securities. In addition, the holders had “piggy-back” registration rights to include their securities in other registration statements filed by the Company. We agreed to bear the expenses incurred in connection with the filing of any such registration statements.
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Underwriting Agreement
The underwriters of our IPO were entitled to a cash underwriting discount of 2.0% of the gross proceeds of the IPO, or $4,000,000, which was paid at the closing of the IPO. In addition, the underwriters have agreed to defer underwriting commissions of 3.5% of the gross proceeds of the IPO of 20,000,000 Units and underwriting commissions of 5.5% of the gross proceeds of the Option Units of 3,000,000 units, or $8,650,000 in aggregate, which will be paid to the underwriters from the funds held in the Trust Account upon and concurrently with the completion of our initial Business Combination.
In May 2024, the Company entered into the Mizuho Waiver, pursuant to which Mizuho agreed to waive the Deferred Underwriting Fees and agreed to forfeit all of the 300,300 Class B ordinary shares received by it as compensation in connection with the IPO. The Company believes that Mizuho was acting as a representative of all of the underwriters on the IPO when it waived the Deferred Underwriting Fees. The forfeiture of the 300,300 Class B ordinary shares was completed on June 30, 2025 and is reflected in the condensed statement of changes in shareholders’ deficit.
Legal Fees
The Company has an agreement in place whereby if its prior legal counsel for the Company’s IPO assists in the initial Business Combination, payment of their charges plus a success premium to be agreed is contingent on a successful de-SPAC closing or recovery under certain cost coverage provisions in the merger agreement. On May 2, 2024, the Company entered into a waiver with the Company’s prior legal counsel. Pursuant to the waiver, the Company shall pay its prior legal counsel a sum of $130,000 as full and final payment for all remaining costs and expenses of all kinds and nature incurred under and pursuant to their engagement, solely in the event of a consummation by the Company of its initial Business Combination. In accordance with Accounting Standards Codification (“ASC”) Topic 805, “Business Combinations,” this fee will not be recorded until such time as a Business Combination is consummated.
Verde Bioresins Termination Agreement
The Company and the former sponsor entered into an Agreement and Plan of Merger, as amended (the “Merger Agreement”) on June 21, 2023, as amended on August 11, 2023, with Virgo Merger Sub Corp., a Delaware corporation and wholly-owned subsidiary of the Company (“Merger Sub”), Verde Bioresins, Inc., a Delaware corporation (“Verde”). On March 12, 2024, the Company received a termination notice (the “Termination Notice”) from Verde stating that Verde was exercising its right to terminate the Merger Agreement (the “Termination”) and all ancillary agreements, pursuant to Section 10.01(c) of the Merger Agreement. On March 18, 2024, the Company responded to the Termination Notice and agreed to a termination of the Merger Agreement (the “Termination Agreement”), but disputed the grounds for the termination of the Merger Agreement. As a result of the Termination, the ancillary agreements relating to the proposed merger automatically terminated.
On May 4, 2024, Verde entered into a mutual release agreement with the Company, Merger Sub and the former sponsor, pursuant to which, a mutual release, waiver and discharge was agreed in respect of all claims and obligations arising out of or relating to the Termination Agreement, the Merger Agreement and all ancillary agreements and that all payments made by Verde for extending the period of time to consummate a Business Combination by the Company shall not be repayable by the Company to Verde and all promissory notes issued by the Company to Verde, including the Extension Loans previously issued to Verde, shall be deemed to have been voided and cancelled. Solely in the event of a consummation by the Company of its initial Business Combination, the Company shall pay Verde a sum of $83,125, as full and final payment of such loans.
Critical Accounting Estimates and Policies:
The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. The Company has identified the following as its critical accounting estimates and policies:
A critical accounting estimate to our financial statements is the estimated fair value of our warrant liability and convertible notes. Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:
| ● | Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; |
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| ● | Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and |
| ● | Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. |
Warrant Liabilities
We account for the warrants in accordance with the guidance contained in ASC Topic 815-40, under which the warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, we classify the warrants as liabilities at their fair value and adjust the warrants to fair value at each reporting period. These liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the statements of operations. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations.
The Public Warrants for periods where no observable trade price was available are valued using a Monte Carlo simulation. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price was used as the fair value as of each relevant date. The fair value of the Private Placement Warrants was determined using a Black-Scholes-Merton model.
Class A Ordinary Shares Subject to Possible Redemption
We account for our ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) is classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. Our Class A ordinary shares feature certain redemption rights that are considered to be outside of our control and subject to occurrence of uncertain future events. Accordingly, Class A ordinary shares subject to possible redemption is presented as temporary equity, outside of the shareholders’ equity section of our balance sheet.
Net Income per Ordinary Share
Net income per ordinary share is computed by dividing net income by the weighted average number of ordinary shares outstanding during the period. We apply the two-class method in calculating earnings per share. The net income is allocated to each class of shares using an allocation of total shares, which is then divided by the total shares for the respective class.
We did not consider the effect of the warrants issued in connection with the Initial Public Offering and the Private Placement in the calculation of diluted loss per share because their exercise is contingent upon future events. As a result, diluted net loss per ordinary share is the same as basic net loss per ordinary share. Accretion associated with the redeemable Class A ordinary shares is excluded from loss per ordinary share as the redemption value approximates fair value.
Recent Accounting Pronouncements
In November 2023, the FASB issued Accounting Standards Update 2023-07 – Segment Reporting – “Improvements to Reportable Segment Disclosures” (“ASU 2023-07”). This update requires public entities to disclose its significant segment expense categories and amounts for each reportable segment. The guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. As of March 31, 2026, the Company reported its operations as a single reportable segment, noting no disaggregation of Company activities, management or allocation of resources by geographic region, business activity or organizational method, thus this new guidance does not affect the disclosures.
Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our financial statements.
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JOBS Act
The JOBS Act contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. We qualify as an “emerging growth company” and under the JOBS Act are allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. We are electing to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. As a result, our financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.
Additionally, we are in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, if, as an “emerging growth company,” we choose to rely on such exemptions we may not be required to, among other things, (i) provide an independent registered public accounting firm’s attestation report on our system of internal controls over financial reporting pursuant to Section 404, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the report of the independent registered public accounting firm providing additional information about the audit and the financial statements (auditor discussion and analysis), and (iv) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median employee compensation. These exemptions will apply for a period of five years following the completion of our IPO or until we are no longer an “emerging growth company,” whichever is earlier.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in company reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our principal executive officer and principal financial and accounting officer, to allow timely decisions regarding required disclosure.
As of March 31, 2026, as required by Rules 13a-15 and 15d-15 under the Exchange Act, our principal executive officer and principal financial and accounting officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures. Based on such evaluation, our CEO and CFO concluded that, as of March 31, 2026, our disclosure controls and procedures were effective.
Changes in Internal Control over Financial Reporting
There was no change in our internal control over financial reporting that occurred during the period covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings
None.
Item 1A. Risk Factors
Except as set forth below, as of the date of this Quarterly Report on Form 10-Q, there have been no material changes with respect to those risk factors previously disclosed in our final prospectus related to our Initial Public Offering filed with the SEC on December 3, 2021 or our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on March 31, 2026. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations.
Item 2. Unregistered Sale of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
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Item 6. Exhibits
The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.
EXHIBIT INDEX
| * | Filed herewith. |
| ** | Furnished. |
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SIGNATURES
Pursuant to the requirements of Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| TLGY ACQUISITION CORPORATION | |||
| Date: May 14, 2026 | By: | /s/ Young Cho | |
| Name: | Young Cho | ||
| Title: | Chief Executive Officer | ||
| (Principal Executive Officer) | |||
| TLGY ACQUISITION CORPORATION | |||
| Date: May 14, 2026 | By: | /s/ Kwong Cho Ho | |
| Name: | Kwong Cho Ho | ||
| Title: | Chief Financial Officer | ||
| (Principal Financial and Accounting Officer) | |||
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