Business Description

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. 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. On December 3, 2021, the Company consummated its IPO of 20,000,000 units (“units”), generating gross proceeds of $200,000,000. Simultaneously with the closing of the IPO, the Company consummated the private sale (the “private placement”) of an aggregate of 10,659,500 warrants (the “private placement warrants”) to TLGY Sponsors LLC (the “former sponsor”) at a purchase price of $1.00 per private placement warrant, generating gross proceeds to the Company in the amount of $10,659,500. On December 8, 2021, the Company consummated the closing of the sale of an additional 3,000,000 units at $10.00 per unit, pursuant to the underwriters’ exercise in full of their over-allotment option, generating additional gross proceeds of $30,000,000. The Company also consummated the closing of the sale of an additional 600,000 private placement warrants at $1.00 per warrant, generating additional gross proceeds of $600,000, to the former sponsor in respect of its obligation to purchase such additional private placement warrants upon the exercise of the underwriters’ over-allotment option. Each unit consists of one Class A ordinary share, and one-half of one redeemable warrant of the Company (each whole warrant, a “warrant”), with each whole warrant entitling the holder thereof to purchase one whole Class A ordinary share at a price of $11.50 per share, subject to adjustment. The Class A ordinary shares issued in the IPO initially included a contingent right to receive a pro rata share of 5,750,000 distributable redeemable warrants, to be distributed to the holders of any non-redeemed Class A ordinary shareholders in connection with the closing of the Company’s initial business combination. As described below, at the Fourth Extension Meeting (as defined below), shareholders approved the detachment and cancelation of all such rights attached to the Class A ordinary shares. 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. Following the closing of the IPO on December 3, 2021 and the sale of the underwriters’ overallotment units on December 8, 2021, an amount of $234,600,000 ($10.20 per public share) from the net proceeds of the sale of the units in the IPO and the private placement was placed in the trust account which may be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the consummation of an initial business combination or (ii) the distribution of the trust account to the Company’s shareholders, as described herein. 1 Business Combination with StablecoinX Assets Inc. On July 21, 2025, the Company entered into a business combination agreement (as amended on January 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.…