USDE 8-K
StableCoinX Inc. (USDE)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT
TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported):
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of incorporation or organization) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
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(Registrant’s telephone number, including area code)
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Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| The Stock Market LLC | ||||
| The Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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.
Item 1.01 Entry into a Material Definitive Agreement.
As previously disclosed, prior to the closing (the “Closing”) of the business combination (the “Business Combination”) among StablecoinX Inc. (the “Company”), TLGY Acquisition Corporation (“TLGY”) and StablecoinX Assets Inc. on June 25, 2026, TLGY issued convertible promissory notes to TLGY Sponsors LLC (“TLGY Sponsors”), CPC Sponsor Opportunities I, LP (“CPCSO”) and CPC Sponsor Opportunities I (Parallel), LP (“CPCSO Parallel” and together with TLGY Sponsors and CPCSO, the “Former SPAC Sponsors”) in connection with working capital loans and time extension funding loans (collectively, the “Prior Notes”). Upon the Closing, the Company assumed the obligations under the Prior Notes. The aggregate original principal amount of the Prior Notes was approximately $6.9 million, consisting of approximately $2.9 million held by TLGY Sponsors, approximately $2.2 million held by CPCSO and approximately $1.8 million held by CPCSO Parallel.
On August 5, 2026, the Company and the Former SPAC Sponsors entered into a non-binding term sheet (the “Term Sheet”) that set forth the principal terms of a proposed restructuring of the Prior Notes. Following the execution of the Term Sheet, the Company and TLGY Sponsors negotiated the definitive terms and conditions of such restructuring. On August 21, 2026, the Company entered into a Note Consolidation and Restructuring Agreement (each, a “Restructuring Agreement”) with TLGY Sponsors and the other Former SPAC Sponsors reflecting the final terms, which were consistent with those set forth in the Term Sheet. Pursuant to the Restructuring Agreements, each of the Former SPAC Sponsors agreed to consolidate and restructure their Prior Notes as follows: (i) 5% of the original principal amount of the applicable Prior Notes would be paid in cash; (ii) 47.5% of the original principal amount of the applicable Prior Notes would be paid in warrants of the Company, at a price of $1.00 per warrant, each exercisable for one share of Class A common stock of the Company (the “Class A Shares”) at an exercise price of $11.50 per share (the “Tranche A Warrants”); and (iii) 47.5% of the original principal amount of the applicable Prior Notes would be paid in warrants of the Company, at a price of $0.75 per warrant, each exercisable for one Class A Share at an exercise price of $15.00 per share (the “Tranche B Warrants” and, together with the Tranche A Warrants, the “Warrants”).
The Warrants may be exercised starting 30 days after the date of issuance, with the Tranche A Warrants expiring on June 25, 2031 and the Tranche B Warrants expiring eight years after the date of issuance.
The Warrants will be treated as “Private Placement Warrants” under the Warrant Agreement, dated November 30, 2021, by and between TLGY and Continental Stock Transfer & Trust Company, as warrant agent (“Continental”), as assumed and amended by the Warrant Assignment, Assumption and Amendment Agreement, dated June 25, 2026, by and among the Company, TLGY and Continental (the “Existing Warrant Agreement”). While the Warrants are held by the Former SPAC Sponsors or their Permitted Transferees (as defined in the Warrant), the Warrants may be exercised on a cashless basis and are non-redeemable. The Warrants may not be transferred for thirty (30) days after issuance, except to Permitted Transferees. If transferred to a non-Permitted Transferee, the Warrants become subject to redemption and lose their cashless exercise rights. The holders of the Warrants have customary registration rights.
Pursuant to the Restructuring Agreements, each of the Former SPAC Sponsors waived all of their claims, rights and remedies with respect to the Prior Notes, including with respect to repayment thereunder. Upon satisfaction of the terms of each Restructuring Agreement, the Prior Notes held by the applicable Former SPAC Sponsor will be cancelled and deemed null and void.
The foregoing description of the Restructuring Agreements and the Warrants does not purport to be complete and is qualified in its entirety by reference to the Form of Note Consolidation and Restructuring Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K, the Form of Warrant, a copy of which is filed as Exhibit 4.1 to this Current Report on Form 8-K, and the Existing Warrant Agreement, a copy of which is attached as Exhibit 4.2 to this Current Report on Form 8-K, each of which is incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities.
The information set forth under Item 1.01 of this Current Report on Form 8-K regarding the issuance of the Warrants is incorporated herein by reference. The Warrants were issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), as transactions not involving a public offering.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits. |
Exhibit No. |
Description | |
| 4.1 | Form of Warrant. | |
| 4.2 | Warrant Assignment, Assumption and Amendment Agreement, dated as of June 25, 2026, by and among StablecoinX Inc., TLGY Acquisition Corporation and Continental Stock Transfer & Trust Company, as warrant agent. | |
| 10.1 | Form of Note Consolidation and Restructuring Agreement. | |
| 104 | Cover Page Interactive Data File (embedded with the Inline XBRL document). |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: August 24, 2026
| StablecoinX Inc. | ||
| By: | /s/ Young Cho | |
| Name: | Young Cho | |
| Title: | Chief Financial Officer | |
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Exhibit 4.1
FORM OF WARRANT CERTIFICATE
THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD SET FORTH BELOW
| Certificate No. W-[●] | [●] Warrants |
| Tranche: [Tranche A/Tranche B] |
This WARRANT CERTIFICATE (this “Warrant”), dated as of August 21, 2026, is issued by StablecoinX Inc., a Delaware corporation (the “Company”), to [●] (the “Holder”), pursuant to that certain Note Consolidation and Restructuring Agreement, dated as of the date hereof, by and between the Company and the Holder (the “Restructuring Agreement”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Restructuring Agreement or the Existing Warrant Agreement (as defined below), as applicable.
RECITALS
WHEREAS, the Company and the Holder have entered into the Restructuring Agreement, pursuant to which the Company has agreed to issue warrants to the Holder in partial satisfaction of the Prior Notes (as defined in the Restructuring Agreement);
WHEREAS, the Company desires to issue to the Holder, and the Holder desires to acquire from the Company, the Warrants (as defined below) on the terms set forth herein;
WHEREAS, the parties intend that the Warrants be treated as “Private Placement Warrants” (as defined in the Existing Warrant Agreement) for purposes of the protections and rights afforded to Private Placement Warrants thereunder;
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
Section 1. Definitions.
“Class A Shares” means shares of Class A common stock, par value $0.0001 per share, of the Company.
“Existing Warrant Agreement” means that certain Warrant Agreement, dated as of November 30, 2021, by and between TLGY Acquisition Corporation and Continental Stock Transfer & Trust Company, as warrant agent, as assumed and amended by that certain Warrant Assignment, Assumption and Amendment Agreement, dated as of June 25, 2026, by and among the Company, TLGY Acquisition Corporation and Continental Stock Transfer & Trust Company, as warrant agent (as may be further amended from time to time).
“Exercise Price” means (a) with respect to the Tranche A Warrants, $11.50 per Class A Share, and (b) with respect to the Tranche B Warrants, $15.00 per Class A Share, in each case subject to adjustment as provided herein.
“Expiration Date” means (a) with respect to the Tranche A Warrants, June 25, 2031, and (b) with respect to the Tranche B Warrants, the date that is eight (8) years after the date hereof.
“Tranche A Warrants” means the [●] warrants issued hereunder with an Exercise Price of $11.50 per Class A Share.
“Tranche B Warrants” means the [●] warrants issued hereunder with an Exercise Price of $15.00 per Class A Share.
“Warrants” means the Tranche A Warrants and the Tranche B Warrants, collectively.
Section 2. Issuance of Warrants.
2.1 The Company hereby issues to the Holder: (a) [●] Tranche A Warrants, and (b) [●] Tranche B Warrants.
2.2 Each Warrant entitles the Holder to purchase one (1) Class A Share at the applicable Exercise Price, subject to adjustment as provided herein.
2.3 The Warrants shall be issued in certificated form. The Company shall maintain a register of Warrants (the “Warrant Register”) showing the Holder as the registered owner of the Warrants and the certificate number(s) issued to the Holder. Upon any transfer of the Warrants in accordance with this Warrant, the Company shall cancel the surrendered certificate and, if so requested, issue a new certificate to the transferee.
Section 3. Exercise of Warrants.
3.1 Exercise Period.
The Warrants may be exercised at any time during the period commencing on the date that is thirty (30) days after the date hereof and ending at 5:00 p.m., New York City time, on the applicable Expiration Date (the “Exercise Period”). Any Warrant not exercised on or before the applicable Expiration Date shall become void.
3.2 Exercise Procedure.
To exercise the Warrants (in whole or in part), the Holder shall deliver to the Company: (a) this Warrant Certificate (or, in the case of loss, theft or destruction, an indemnity agreement reasonably satisfactory to the Company in lieu thereof); (b) a written notice of exercise in the form attached as Annex A hereto, duly executed by the Holder, specifying the number of Warrants to be exercised and whether such Warrants are Tranche A Warrants or Tranche B Warrants; and (c) payment of the aggregate Exercise Price for the Warrants being exercised in lawful money of the United States by wire transfer of immediately available funds (unless exercised on a cashless basis pursuant to Section 3.3).
3.3 Cashless Exercise.
For so long as the Warrants are held by the Holder and its Permitted Transferees, in lieu of payment of the Exercise Price, the Holder (or its Permitted Transferee, as applicable) may elect to exercise the Warrants on a “cashless basis” by surrendering the Warrants for that number of Class A Shares equal to the quotient obtained by dividing (x) the product of the number of Class A Shares underlying the Warrants being exercised, multiplied by the excess of the Fair Market Value over the Exercise Price, by (y) the Fair Market Value. For purposes of this Section 3.3, “Fair Market Value” shall mean the average last reported sale price of the Class A Shares for the ten (10) trading days ending on the third (3rd) trading day prior to the date on which notice of exercise is delivered to the Company.
3.4 Issuance of Shares.
Upon valid exercise, the Company shall, as soon as practicable, issue to the Holder a certificate representing the applicable number of Class A Shares. All Class A Shares issued upon exercise shall be validly issued, fully paid and non-assessable. If fewer than all of the Warrants represented by a certificate are exercised, the Company shall, if so requested, issue a new warrant certificate to the Holder for the unexercised balance.
3.5 Fractional Shares.
No fractional Class A Shares shall be issued upon exercise of the Warrants. If the exercise of the Warrants would result in the issuance of a fractional share, the Company shall round down to the nearest whole number of Class A Shares.
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Section 4. Adjustments.
The adjustment provisions set forth in Section 4 of the Existing Warrant Agreement (including Sections 4.1 through 4.8 thereof) are hereby incorporated by reference and shall apply to the Warrants mutatis mutandis, as if the Warrants were “Warrants” issued under the Existing Warrant Agreement; provided, that (a) for the avoidance of doubt, references to “Class A ordinary shares” in the Existing Warrant Agreement shall be deemed references to “Class A Shares” hereunder, (b) for the avoidance of doubt, references to the “Company” in the Existing Warrant Agreement shall be deemed references to StablecoinX Inc., and (c) the “Warrant Price” for purposes of such adjustments shall be the applicable Exercise Price for the relevant tranche of Warrants.
In the event of any conflict or inconsistency between this Warrant and the Existing Warrant Agreement, the terms of this Warrant shall prevail and govern solely with respect to the Warrants issued hereunder.
Section 5. Transfer Restrictions.
5.1 The Warrants and the Class A Shares issuable upon exercise thereof may not be transferred, assigned or sold until thirty (30) days after the date hereof; provided, that such Warrants and Class A Shares issuable upon exercise thereof may be transferred by the Holder to its Permitted Transferees, as such term is defined in Section 2.7 of the Existing Warrant Agreement, which provision is incorporated herein by reference; provided, that references to the “Sponsor” or “Former Sponsor” therein shall be deemed references to the Holder hereunder.
5.2 The Holder acknowledges that the Warrants and the Class A Shares issuable upon exercise thereof have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and may not be offered, sold, transferred or otherwise disposed of except pursuant to an effective registration statement or an exemption from registration.
Section 6. Non-Redemption.
For so long as the Warrants are held by the Holder or its Permitted Transferees, the Warrants shall be treated as “Private Placement Warrants” for purposes of the Existing Warrant Agreement, and the Holder shall be deemed the “Sponsor” (or “Former Sponsor,” as applicable) for purposes of all provisions of the Existing Warrant Agreement that afford protections, rights or privileges to Private Placement Warrants held by the Sponsor or its Permitted Transferees, including without limitation the non-redemption protections set forth in Section 6.5 thereof and the cashless exercise rights set forth in Section 3.3.1(c) thereof. Accordingly, the Warrants shall not be redeemable by the Company pursuant to Section 6.1 or Section 6.2 of the Existing Warrant Agreement so long as the Warrants continue to be held by the Holder or any of its Permitted Transferees. If the Warrants are transferred to any person other than a Permitted Transferee, such Warrants will no longer be exercisable in accordance with Section 3.3 hereof and shall become subject to redemption by the Company pursuant to Section 6.1 and Section 6.2 of the Existing Warrant Agreement on the same terms as Public Warrants thereunder.
Section 7. Registration Rights.
7.1 The Company shall use its reasonable best efforts to file with the Commission a registration statement covering the issuance, under the Securities Act, of the Class A Shares issuable upon exercise of the Warrants (the “Registration Statement”) as promptly as practicable following the date hereof. The Company shall use its reasonable best efforts to cause the same to become effective and to maintain the effectiveness of the Registration Statement, and a current prospectus relating thereto, until the earlier of (a) the date on which all Warrants have been exercised, expired or otherwise terminated and (b) the date on which all Class A Shares issuable upon exercise of the Warrants may be sold without restriction pursuant to Rule 144 under the Securities Act without volume or manner-of-sale limitations. If the Registration Statement has not been declared effective by the sixtieth (60th) Business Day following the date hereof, or during any other period when the Company shall fail to have maintained an effective registration statement covering the Class A Shares issuable upon exercise of the Warrants, the Holder shall have the right to exercise the Warrants on a “cashless basis,” by exchanging the Warrants (in accordance with Section 3(a)(9) of the Securities Act (or any successor rule) or another exemption) for that number of Class A Shares determined in accordance with Section 7.4.1 of the Existing Warrant Agreement.
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7.2 Notwithstanding anything to the contrary herein, if the continued use of the Registration Statement at any time would require the Company to make an Adverse Disclosure, or would require the inclusion in such Registration Statement of (i) financial statements that are unavailable to the Company for reasons beyond the Company’s control, (ii) audited financial statements as of a date other than the Company’s fiscal year end, or (iii) pro forma financial statements that are required to be included in the Registration Statement or (iv) if the Company determines in good faith that it is necessary in connection with the filing of a post-effective amendment to the Registration Statement following the filing of the Company’s Annual Report on Form 10-K for its first completed fiscal year following the effective date of the Registration Statement, the Company may, upon giving prompt written notice of such action to the Holder, delay the filing or initial effectiveness of, or suspend use of, the Registration Statement for no more than sixty (60) calendar days or not more than two (2) times in any three hundred sixty (360) day period. In the event the Company exercises its rights under the preceding sentence, the Holder agrees to suspend, immediately upon its receipt of the notice referred to above, its use of the Registration Statement in connection with any sale or offer to sell any securities thereunder; provided, that the Holder shall retain the right to exercise the Warrants on a “cashless basis” in accordance with Section 7.4.1 of the Existing Warrant Agreement during such period. The Company shall promptly notify the Holder of the expiration of any period during which it exercised its rights under this Section 7.2. For purposes of this Section 7.2, the term “Adverse Disclosure” shall mean any public disclosure of material non-public information, which disclosure, in the good faith judgment of the Board or the Chairman, Chief Executive Officer or principal financial officer of the Company, after consultation with counsel to the Company (i) would be required to be made in any Registration Statement or prospectus in order for the applicable Registration Statement or prospectus not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein (in the case of any prospectus and any preliminary prospectus, in the light of the circumstances under which they were made) not misleading, (ii) would not be required to be made at such time if the Registration Statement were not being filed, and (iii) the Company has a bona fide business purpose for not making such information public.
7.3 As a condition to the inclusion of the Class A Shares in the Registration Statement, the Holder shall furnish to the Company such information regarding the Holder and the proposed distribution of such Class A Shares as the Company may reasonably request in connection with the preparation of the Registration Statement. The Company shall not be required to include any Class A Shares in the Registration Statement until such information has been furnished.
7.4 If the Class A Shares are at the time of any exercise of a Warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act (or any successor rule), the Company may, at its option, require the Holder to exercise the Warrants on a “cashless basis” in accordance with Section 7.4.1 of the Existing Warrant Agreement, and in the event the Company so elects, the Company shall not be required to file or maintain in effect the Registration Statement, notwithstanding anything in this Warrant to the contrary.
Section 8. Legends.
Each certificate representing the Warrants or Class A Shares issued upon exercise thereof shall bear a legend substantially in the following form until such securities are registered for resale or sold pursuant to an exemption from registration:
“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS.”
Section 9. No Rights as Shareholder.
This Warrant does not entitle the Holder to any of the rights of a shareholder of the Company, including, without limitation, the right to receive dividends, vote or consent, or receive notice as shareholders in respect of the meetings of shareholders or the election of directors of the Company, until such time as the Warrant is duly exercised and Class A Shares are issued in accordance with the terms hereof.
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Section 10. Governing Law.
This Warrant shall be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. The parties hereby agree that any action, proceeding or claim against a party arising out of or relating in any way to this Warrant shall be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and each party irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. Each party hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.
Section 11. Amendments.
This Warrant may not be amended, modified or waived except by an instrument in writing signed by the Company and the Holder.
Section 12. Notices.
All notices, requests, demands and other communications under this Warrant shall be given in the manner and to the addresses set forth in the Restructuring Agreement.
Section 13. Entire Agreement.
This Warrant, together with the Restructuring Agreement and the Existing Warrant Agreement (to the extent incorporated herein by reference), constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, representations, warranties, commitments, offers, contracts and agreements relating to the subject matter hereof.
Section 14. Severability.
If any provision of this Warrant is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
Section 15. Counterparts.
This Warrant may be executed in any number of counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.
Section 16. Lost or Destroyed Certificates.
Upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant Certificate, and in the case of loss, theft or destruction, upon receipt of an indemnity agreement or security reasonably satisfactory to the Company, or in the case of mutilation, upon surrender and cancellation of the mutilated Warrant Certificate, the Company shall execute and deliver a new Warrant Certificate of like tenor and denomination.
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IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed as of the date first written above.
STABLECOINX INC.
| By: | ||
| Name: | ||
| Title: |
Acknowledged and Agreed:
[●]
| By: | ||
| Name: | ||
| Title: |
[Signature Page to Form of Warrant]
ANNEX A
FORM OF EXERCISE NOTICE
(To be executed by the Holder to exercise Warrants)
TO: STABLECOINX INC.
(1) The undersigned hereby elects to irrevocably exercise _______ [Tranche A Warrants / Tranche B Warrants] to purchase _______ Class A Shares pursuant to the terms of the attached Warrant, and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.
(2) Payment shall take the form of (check applicable box):
☐ in lawful money of the United States; or
☐ as a “cashless exercise” in accordance with applicable cashless exercise provisions of this Warrant.
(3) Please issue said Class A Shares in the name of the undersigned or in such other name as is specified below:
| Name: | ||
| Address: | ||
| Tax ID: | ||
| Date: |
[f●]
| By: | ||
| Name: | ||
| Title: |
Exhibit 4.2
WARRANT ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT
This Warrant Assignment, Assumption and Amendment Agreement (this “Agreement”) is made as of June 25, 2026, by and among TLGY Acquisition Corporation, a Cayman Islands exempted company (“TLGY”), StablecoinX Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Warrant Agent”).
WHEREAS, TLGY and the Warrant Agent are party to that certain Warrant Agreement, dated as of November 30, 2021 (the “Warrant Agreement”);
WHEREAS, capitalized terms used herein, but not otherwise defined, shall have the meanings given to such terms in the Warrant Agreement;
WHEREAS, TLGY completed its initial public offering on December 3, 2021 (the “Offering”) and in connection therewith TLGY issued (i) 23,000,000 Units, which included up to 11,500,000 Public Warrants, with each whole Public Warrant exercisable for one Class A Ordinary Share, par value $0.0001 per share, of TLGY (each, a “TLGY Class A Share”) and with an exercise price of $11.50 per share, in the Offering; and (ii) an aggregate of 11,259,500 Private Placement Warrants, with each Private Placement Warrant being exercisable for one TLGY Class A Share and with an exercise price of $11.50 per share, in a private placement that closed simultaneously with the Offering (collectively, the “TLGY Warrants”);
WHEREAS, all of the TLGY Warrants are governed by the Warrant Agreement;
WHEREAS, on July 21, 2025, TLGY, the Company, StablecoinX Assets Inc. (“SC Assets”), 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”), entered into that certain Business Combination Agreement (as amended or supplemented from time to time, the “Business Combination Agreement” and the transactions contemplated thereby, the “Business Combination”), pursuant to which, among other things, TLGY merged 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 TLGY Class A Shares received one share of Class A common stock, par value $0.0001 per share, of StablecoinX (each, a “Company Class A Share”), for each TLGY Class A Share held by such shareholder;
WHEREAS, upon consummation of the SPAC Merger, and as provided in Section 4.4 of the Warrant Agreement, each TLGY Warrant issued and outstanding immediately prior to the SPAC Merger will no longer be exercisable for TLGY Class A Shares but instead will be exercisable (subject to the terms and conditions of the Warrant Agreement as amended hereby) for Company Class A Shares (collectively, “Company Warrants”);
WHEREAS, the board of directors of TLGY has determined that the consummation of the Business Combination constitutes a business combination contemplated under the Warrant Agreement;
WHEREAS, in connection with the SPAC Merger, TLGY desires to assign all of its right, title and interest in the Warrant Agreement to the Company and the Company wishes to accept such assignment; and
WHEREAS, Section 9.8 of the Warrant Agreement provides that TLGY and the Warrant Agent may amend the Warrant Agreement without the consent of any registered holders for the purpose of curing any ambiguity, mistake or curing, correcting or supplementing any defective provision contained int the Warrant Agreement or adding or changing any other provisions with respect to matters or questions arising under the Warrant Agreement as the parties may deem necessary or desirable and that the parties deem shall not adversely affect the interest of the registered holders.
NOW, THEREFORE, in consideration of the mutual agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows.
| 1. | Assignment and Assumption; Consent; Replacement Instruments. |
| 1.1. | Assignment and Assumption. TLGY hereby assigns to the Company all of TLGY’s right, title and interest in and to the Warrant Agreement (as amended hereby) and the Company hereby assumes, and agrees to pay, perform, satisfy and discharge in full, as the same become due, all of TLGY’s liabilities and obligations under the Warrant Agreement (as amended hereby) arising from and after the Effective Time, in each case, effective as of the Effective Time (as defined in the Business Combination Agreement) and conditioned on the occurrence of the Closing (as defined in the Business Combination Agreement). As a result of the preceding sentence, effective immediately following the Effective Time, each outstanding TLGY Warrant shall automatically cease to represent a right to acquire TLGY Class A Shares and shall instead represent a right to purchase Company Class A Shares subject to the terms and conditions of the Warrant Agreement (as amended hereby). The Company agrees to issue such Company Class A Shares in place of TLGY Class A Shares in accordance with the terms of the Company Warrants upon the payment of the Warrant Price by any Registered Holder in connection with an exercise of such Company Warrants in accordance with the terms of the Warrant Agreement. |
| 1.2. | Consent. The Warrant Agent hereby consents to the assignment of the Warrant Agreement by TLGY to the Company and the assumption of the Warrant Agreement by the Company from TLGY, in each case, pursuant to Section 1.1 hereof effective as of the Effective Time and conditioned on the occurrence of the Closing, and to the continuation of the Warrant Agreement in full force and effect from and after the Effective Time, subject at all times to the Warrant Agreement (as amended hereby) and to all of the provisions, covenants, agreements, terms and conditions of the Warrant Agreement (as amended hereby) and this Agreement. |
| 1.3. | Replacement Instruments. As of the Effective Time, all outstanding instruments evidencing Warrants shall automatically be deemed to evidence Company Warrants reflecting the adjustment to the terms and conditions described herein and in Section 4.4 of the Warrant Agreement. Following the Closing, upon request by any holder of a Company Warrant, the Company shall issue a new certificate for such Company Warrant to the holder thereof. |
| 2. | Amendment of Warrant Agreement. TLGY and the Warrant Agent hereby amend the Warrant Agreement as provided in this Section 2, effective as of the Effective Time and conditioned upon the occurrence of the Closing, and acknowledge and agree that the amendments to the Warrant Agreement set forth in this Section 2 are necessary or desirable and that such amendments do not adversely affect the rights of the registered holders of the Warrants. |
| 2.1. | The preamble of the Warrant Agreement is hereby amended by deleting “TLGY Acquisition Corporation, a Cayman Islands exempted company” and replacing it with “StablecoinX Inc., a Delaware corporation”. As a result thereof, all references to the “Company” in the Warrant Agreement shall be amended such that they refer to the Company rather than TLGY. |
| 2.2. | The recitals of the Warrant Agreement are hereby deleted and replaced in their entirety as follows: |
“WHEREAS, in December 2021, TLGY Acquisition Corporation, a Cayman Islands exempted company (“TLGY”), consummated an initial public offering (the “Offering”) of 23,000,000 units of TLGY’s equity securities (the “Units”), each such Unit comprised of one Class A ordinary share of TLGY, par value $0.0001 per share (“TLGY Class A Shares”) and one-half of one redeemable warrant (the “Public Warrants”).
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WHEREAS, on November 30, 2021, TLGY entered into that certain Sponsor Warrants Purchase Agreement (the “Sponsor Private Placement Warrants Purchase Agreements”), with TLGY Sponsors LLC, a Cayman Islands limited liability company (the “Former Sponsor”), pursuant to which the Former Sponsor purchased an aggregate of 11,259,500 warrants in connection with the closing of the Offering bearing the legend set forth in Exhibit B hereto (the “Sponsor Private Placement Warrants”) at a purchase price of $1.00 per Private Placement Warrant. Each Private Placement Warrant entitles the holder thereof to purchase one Class A ordinary share (as defined below) at a price of $11.50 per share, subject to adjustment, terms and limitations as described herein
WHEREAS, TLGY, the Company, StablecoinX Assets, Inc., a Delaware corporation (“SC Assets”), StablecoinX SPAC Merger Sub LLC, a Delaware limited liability company and a wholly-owned subsidiary of the Company (“SPAC Merger Sub”), and StablecoinX Company Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (“Company Merger Sub”), entered into that certain Business Combination Agreement, dated as of July 21, 2025 (as amended, the “Business Combination Agreement” and the transactions contemplated thereby, the “Business Combination”), pursuant to which, among other things, TLGY merged with and into SPAC Merger Sub (the “SPAC Merger”) with TLGY surviving the SPAC Merger as a wholly owned subsidiary of the Company. In connection with the SPAC Merger, each issued and outstanding TLGY Class A Share was exchanged for one share of Class A common stock of the Company, par value $0.0001 per share (each, a “Company Class A Share”);
WHEREAS, in connection with the Business Combination, the Company filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statement on Form S-4, File No. 333-290567 (the “Registration Statement”), and prospectus (the “Prospectus”), for the registration, under the Securities Act of 1933, as amended (the “Securities Act”), of the Company Class A Shares and the Public Warrants;
WHEREAS, on June 25, 2026, the Company, TLGY and the Warrant Agent entered into a Warrant Assignment, Assumption and Amendment Agreement (the “Warrant Assumption Agreement”), pursuant to which, among other things, TLGY assigned all of its right, title and interest in and to this Agreement to the Company, and the Company assumed all of TLGY’s liabilities and obligations under this Agreement;
WHEREAS, pursuant to the Business Combination Agreement, the Warrant Assumption Agreement and the terms of this Agreement (as amended by the Warrant Assumption Agreement), each Public Warrant was assumed by the Company and is now exercisable to purchase one Company Class A Share rather than one TLGY Class A Share;
WHEREAS, the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants;
WHEREAS, the Company desires to provide for the form and provisions of the Warrants, the terms upon which they shall be issued and exercised, and the respective rights, limitation of rights, and immunities of the Company, the Warrant Agent and the holders of the Warrants; and
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WHEREAS, all acts and things have been done and performed which are necessary to make the Warrants, when executed on behalf of the Company and countersigned by or on behalf of the Warrant Agent (if a physical certificate is issued), as provided herein, the valid, binding and legal obligations of the Company, and to authorize the execution and delivery of this Agreement.
NOW, THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto agree as follows:”
| 2.3. | All references to “Class A Ordinary Shares” in the Warrant Agreement and the Exhibits thereto shall mean “Company Class A Shares”. |
| 2.4. | All references to “the parties” in the Warrant Agreement shall mean the Company and the Warrant Agent. |
| 2.5. | All references to the Company’s “initial Business Combination” shall mean the Business Combination. |
| 2.6. | All references to “Detachable Redeemable Warrants” shall mean the Public Warrants. |
| 2.7. | Section 2.4 of the Warrant Agreement is hereby deleted and replaced with the following: |
“[INTENTIONALLY OMITTED.]”
| 2.8. | Section 2.5 of the Warrant Agreement is hereby deleted and replaced with the following: |
“[INTENTIONALLY OMITTED.]”
| 2.9. | Section 2.5 of the Warrant Agreement is hereby amended and restated in its entirety as follows: |
“Fractional Warrants. The Company shall not issue fractional Warrants. If a holder of Warrants would be entitled to receive a fractional Warrant, the Company shall round down to the nearest whole number of Warrants to be issued to such holder.”
| 2.10. | The first sentence of Section 4.1.1 of the Warrant Agreement is hereby amended by deleting the phrase “(other than with respect to the right of public shareholder to acquire the Distributable Redeemable Warrants)”. |
| 2.11. | Section 4.1.2 of the Warrant Agreement is hereby amended by adding the word “or” before clause (b) of such Section and deleting clauses (c), (d), (e) and (f) of such Section. |
| 2.12. | Section 4.3 of the Warrant Agreement is hereby amended by deleting the second sentence in its entirety. |
| 2.13. | Sections 4.9 and 5.6 of the Warrant Agreement are hereby deleted in their entirety. |
| 2.14. | Section 9.2 of the Warrant Agreement is hereby amended and restated in its entirety as follows: |
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“9.2. Notices. Any notice, statement or demand authorized by this Agreement to be given or made by the Warrant Agent or by the holder of any Warrant to or on the Company shall be sufficiently given when so delivered if by hand or overnight delivery, by pdf via email, or if sent by certified mail or private courier service within five (5) days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Company with the Warrant Agent), as follows:
StablecoinX Inc.
6160 Warren Parkway, Suite 100
Frisco, TX 75034
Attention: Edward Chen
E-mail: [email protected]
Any notice, statement or demand authorized by this Agreement to be given or made by the holder of any Warrant or by the Company to or on the Warrant Agent shall be sufficiently given when so delivered if by hand or overnight delivery, by pdf via email, or if sent by certified mail or private courier service within five (5) days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Warrant Agent with the Company), as follows:
Continental Stock Transfer & Trust Company
One State Street, 30th Floor
New York, NY 10004
Attention: Compliance Department
with a copy in each case (which shall not constitute notice) to:
Perkins Coie LLP
1155 Avenue of the Americas, 22nd Floor
New York, New York 10036
Attention: Elliott Smith
E-mail: [email protected]”
| 3. | Miscellaneous Provisions. |
| 3.1 | Effectiveness of Warrant. Each of the parties hereto acknowledges and agrees that the effectiveness of this Agreement shall be expressly subject to the occurrence of the Merger and the Closing and shall automatically be terminated and shall be null and void if the Business Combination Agreement shall be terminated for any reason. TLGY shall promptly notify the Warrant Agent upon the occurrence of the Merger and the Closing and also in the event the Business Combination Agreement is terminated for any reason. |
| 3.2 | Successors. All the covenants and provisions of this Agreement shall bind and inure to the benefit of their respective successors and assigns. |
| 3.3 | Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable. |
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| 3.4 | Applicable Law. The validity, interpretation and performance of this Agreement shall be governed in all respects by the laws of the State of New York, without giving effect to conflict of law principles that would result in the application of the substantive laws of another jurisdiction. The parties hereby agree that any action, proceeding or claim against a party arising out of or relating in any way to this Agreement shall be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. Each of the parties hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. |
| 3.5 | Examination of the Warrant Agreement. A copy of this Agreement shall be available at all reasonable times at the office of the Warrant Agent in the United States of America, for inspection by the registered holder of any Warrant. The Warrant Agent may require any such holder to submit such holder’s Warrant for inspection by it. |
| 3.6 | Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by e-mail or exchange of facsimile copies shall be as effective as delivery of a manually executed counterpart of the Agreement. Minor variations in the form of the signature page, including footers from earlier versions of this Agreement or any such other document, will be disregarded in determining a Party’s intent or the effectiveness of such signature. |
| 3.7 | Effect of Headings. The section headings herein are for convenience only and are not part of this Agreement and shall not affect the interpretation thereof. |
| 3.8 | Entire Agreement. This Agreement and the Warrant Agreement, as modified by this Agreement, constitutes the entire understanding of the parties and supersedes all prior agreements, understandings, arrangements, promises and commitments, whether written or oral, express or implied, relating to the subject matter hereof, and all such prior agreements, understandings, arrangements, promises and commitments are hereby canceled and terminated. |
[Remainder of page intentionally left blank.]
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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement, all as of the date first written above.
| TLGY ACQUISITION CORPORATION | |||
| By: | /s/ Young Cho | ||
| Name: | Young Cho | ||
| Title: | Chief Executive Officer | ||
| STABLECOINX INC. | |||
| By: | /s/ Edward Chen | ||
| Name: | Edward Chen | ||
| Title: | Chief Executive Officer | ||
| CONTINENTAL STOCK TRANSFER & TRUST COMPANY | |||
| By: | /s/ Steven Vacante | ||
| Name: | Steven Vacante | ||
| Title: | Vice President | ||
[Signature Page to Warrant Assumption Agreement]
Exhibit 10.1
NOTE CONSOLIDATION AND RESTRUCTURING AGREEMENT
This NOTE CONSOLIDATION AND RESTRUCTURING AGREEMENT (this “Agreement”), dated as of August 21, 2026, is entered into by and between StablecoinX Inc., a Delaware corporation (the “Company”), and [●] (the “Holder”). This Agreement provides for the consolidation and restructuring of the Prior Notes (as defined below and as set forth on Schedule A attached hereto), which have an aggregate original principal amount of [●] ($[●]) (the “Principal Amount”).
WHEREAS, TLGY Acquisition Corporation, a Cayman Islands exempted company (“TLGY”), issued to Holder the promissory notes set forth on Schedule A hereto (collectively, the “Prior Notes”) in the aggregate original Principal Amount;
WHEREAS, following the consummation of the business combination between TLGY, the Company and the other parties thereto on June 25, 2026 (the “Business Combination”), the Company assumed the obligations under the Prior Notes;
WHEREAS, on August 5, 2026, the Company and the Holder entered into a non-binding term sheet (the “Term Sheet”) setting forth the principal terms of a proposed restructuring of the Prior Notes;
WHEREAS, since the execution of the Term Sheet, the Company and TLGY Sponsors LLC (“TLGY Sponsors”) have been negotiating the definitive terms and conditions of such restructuring, and this Agreement reflects the final agreed-upon terms, which are consistent with the terms set forth in the Term Sheet, including without limitation the warrant purchase price and the Exercise Price (as defined in the Warrants);
WHEREAS, the Company and the Holder have agreed to restructure the obligations under the Prior Notes;
WHEREAS, in consideration of the restructuring described herein, Holder hereby waives any and all rights to repayment of the Prior Notes that were originally due at the closing of the Business Combination;
WHEREAS, this Agreement consolidates, amends, restates, supersedes and replaces in their entirety all obligations evidenced by the Prior Notes, which are hereby cancelled and deemed null and void.
NOW THEREFORE, in consideration of the foregoing premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Holder hereby agree as follows:
1. Restructuring of Prior Notes. The Company and the Holder hereby agree to consolidate and restructure the Prior Notes on the terms and conditions set forth in this Agreement.
2. Repayment; Satisfaction of Obligations.
a. Cash Payment. On the date of execution of this Agreement (the “Signing Date”), the Company shall pay to the Holder (or its designee) in cash an amount equal to five percent (5%) of the Principal Amount, being $[●] (the “Cash Payment”).
b. Tranche A Warrant Exchange. On the Signing Date, forty-seven and one-half percent (47.5%) of the Principal Amount, being $[●], shall be exchanged for [●] private warrants of the Company, at a value of $1.00 per private warrant (the “Tranche A Warrants”). The Tranche A Warrant shall be issued in substantially the form attached as Exhibit A hereto.
c. Tranche B Warrant Exchange. On the Signing Date, forty-seven and one-half percent (47.5%) of the Principal Amount, being $[●], shall be exchanged for [●] private warrants of the Company, at a value of $0.75 per warrant (the “Tranche B Warrants” and, together with the Tranche A Warrants, the “Warrants”). The Tranche B Warrants shall be issued in substantially the form attached as Exhibit A hereto.
d. Satisfaction. Upon the Company’s delivery of the Cash Payment and the issuance of the Warrants to the Holder, the Company’s obligations under this Agreement shall be deemed fully satisfied and discharged and the Prior Notes shall be deemed cancelled, null and void, and of no further force or effect.
e. No Interest. For the avoidance of doubt, no interest has accrued or shall be payable on the Principal Amount or on any of the Prior Notes, and neither party shall have any claim against the other for interest in connection with the Prior Notes or this Agreement.
3. Representations and Warranties of the Company. The Company hereby represents and warrants to the Holder on the date hereof as follows:
a. Existence; Power and Authority. The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. The Company is capable of entering into this Agreement and has the requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder.
b. Authorization; Execution and Delivery. The execution and delivery of this Agreement by the Company and the performance of its obligations hereunder have been duly authorized by all necessary corporate action in accordance with all applicable laws. The Company has duly executed and delivered this Agreement.
c. No Approvals. No consent or authorization of, filing with, notice to, or other act by, or in respect of, any governmental authority or any other person is required in order for the Company to execute, deliver, or perform any of its obligations under this Agreement.
d. No Violations. The execution and delivery of this Agreement and the consummation by the Company of the transactions contemplated hereby do not and will not (a) violate any law applicable to the Company or by which any of its properties or assets may be bound; or (b) constitute a default under any material agreement or contract by which the Company may be bound.
e. Enforceability. This Agreement is a valid, legal, and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).
4. Representations and Warranties of the Holder. The Holder hereby represents and warrants to the Company on the date hereof as follows:
a. Lawful Holder. The Holder is the lawful holder of the Prior Notes.
b. Power and Authority. The Holder has the power and authority to enter into this Agreement and to perform its obligations hereunder.
c. Due Authorization. The execution and delivery of this Agreement by the Holder have been duly authorized.
d. Accredited Investor. The Holder is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”).
e. Investment Intent. The Holder is acquiring the Warrants and the Class A Shares issuable upon exercise thereof (collectively, the “Securities”) for its own account, for investment purposes only, and not with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act or any applicable state securities laws.
f. Sophisticated Investor. The Holder has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of its investment in the Securities, and the Holder has the ability to bear the economic risks of its investment and can afford the complete loss of such investment.
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g. Access to Information. The Holder has had an opportunity to ask questions of, and receive answers from, the officers of the Company with respect to the terms and conditions of the transactions contemplated hereby and with respect to the business, properties, prospects and financial condition of the Company, and has had access to such information as it deems necessary or appropriate to make an informed investment decision with respect to its acquisition of the Securities.
h. Restricted Securities. The Holder acknowledges that the Securities have not been and will not be registered under the Securities Act or any state securities laws and are being offered and sold in reliance upon an exemption from registration under Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder. The Holder acknowledges that the Securities may not be transferred, sold, offered for sale, pledged, hypothecated or otherwise disposed of except pursuant to an effective registration statement under the Securities Act, or pursuant to an exemption from registration thereunder, in each case in accordance with all applicable securities laws.
i. No General Solicitation. The Holder acknowledges that neither the Company nor any person acting on the Company’s behalf has offered or sold the Securities by any form of general solicitation or general advertising within the meaning of Rule 502(c) under Regulation D.
5. Waiver. Holder hereby irrevocably waives any and all claims, rights, and remedies it may have against the Company with respect to the Prior Notes, including without limitation any right to repayment of the Prior Notes that was originally due at the closing of the Business Combination. Holder acknowledges and agrees that, upon the satisfaction of the Company’s obligations under Section 2 hereof, Holder shall have no further claims against the Company arising out of or relating to the Prior Notes.
6. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither party may assign or transfer any of its rights or obligations under this Agreement without the prior written consent of the other party, except that the Company may assign its rights and obligations hereunder to a successor entity in connection with a merger, consolidation, or sale of all or substantially all of its assets.
7. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule.
8. Notices. Except as expressly provided herein, any notice to be given hereunder shall be in writing and shall be either delivered personally, sent by registered or certified mail, return receipt requested, postage prepaid, sent by overnight courier, or sent by electronic mail, addressed to the applicable party at the address as such party may designate in writing to the other party. Each such notice shall be effective upon delivery if delivered personally, upon confirmation of receipt if sent by electronic mail, on the day actually received if sent by mail, or on the business day following delivery to an overnight courier.
9. Severability. Wherever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under any applicable laws, but if any provision of this Agreement shall be prohibited by or invalid under any applicable laws, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.
10. Amendments. This Agreement may not be amended, modified, or waived except by an instrument in writing signed by the Company and the Holder.
11. Further Assurances. Upon the request of either the Company or the Holder, the other party shall promptly execute and deliver such further instruments and do or cause to be done such further acts as may be necessary or advisable to carry out the intent and purposes of this Agreement.
12. Entire Agreement. This Agreement (together with Schedule A) constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings and negotiations relating thereto, including without limitation the Prior Notes.
[Signature Page to Follow]
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IN WITNESS WHEREOF, each of the parties hereto, intending to be legally bound hereby, has caused this Agreement to be duly executed by the undersigned as of the day and year first above written.
| STABLECOINX INC. | ||
| By: | ||
| Name: | ||
| Title: | ||
| [●] | ||
| By: | ||
| Name: | ||
| Title: | ||
SCHEDULE A
Prior Notes
[●]
EXHIBIT A
FORM OF WARRANT
[Filed Separately]