Item 5. Other Information
Item 5. Other Information
(a) None.
(b) In connection with the closing of the Business Combination,
the Company adopted its amended and restated bylaws, which, among other things, set forth certain procedures by which Company stockholders
may recommend nominees to our board of directors.
(c) During the quarter ended June 30, 2026, no director or officer
of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,”
as each term is defined in Item 408(a) of Regulation S-K.
46
Item 6. Exhibits
Exhibit
Number
Description
2.1†
Business Combination Agreement, dated as of July 21, 2025, by and among TLGY, SC Assets, StablecoinX, SPAC Merger Sub and Company Merger Sub (incorporated by reference to Exhibit 2.1 to the Company’s Registration Statement on Form S-4 filed with the SEC on September 29, 2025).
2.2
Amendment No. 1 to the Business Combination Agreement, dated as of January 21, 2026, by and among TLGY, SC Assets, SPAC Merger Sub and Company Merger Sub (incorporated by reference to Exhibit 2.2 to the Company’s Registration Statement on Form S-4 filed with the SEC on January 30, 2026).
2.3
Second Amendment to Business Combination Agreement, dated April 21, 2026, by and among TLGY, SC Assets and StablecoinX (incorporated by reference to Exhibit 2.1 to TLGY’s Current Report on Form 8-K filed with the SEC on April 22, 2026).
2.4
Plan of Merger (incorporated by reference to Exhibit 2.4 to the Company’s Current Report on Form 8-K filed with the SEC on July 2, 2026).
3.1
Amended and Restated Certificate of Incorporation of StablecoinX (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 2, 2026).
3.2
Amended and Restated Bylaws of StablecoinX (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed with the SEC on July 2, 2026).
10.1
Form of Lock-Up Agreement (incorporated by reference to Exhibit 10.12 to the Company’s Registration Statement on Form S-4 filed with the SEC on January 30, 2026).
10.2
Amended and Restated Registration Rights Agreement, dated June 25, 2026, by and among TLGY, Ethena OpCo, StablecoinX, the Legacy SPAC Shareholders and the Legacy Opco Shareholders (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on July 2, 2026).
10.3
Form of Indemnification Agreement (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on July 2, 2026).
10.4
StablecoinX Inc. 2026 Stock Incentive Plan (incorporated by reference to Exhibit 10.10 to the Company’s Current Report on Form 8-K filed with the SEC on July 2, 2026).
10.5
Form of Restricted Stock Unit Award Notice and Agreement (incorporated by reference to Exhibit 10.11 to the Company’s Current Report on Form 8-K filed with the SEC on July 2, 2026).
10.6
DVN Service Agreement, dated April 14, 2026, by and between SC Assets and Ethena OpCo Ltd. (incorporated by reference to Exhibit 10.12 to the Company’s Current Report on Form 8-K filed with the SEC on July 2, 2026).
10.7
Distribution Partnership Agreement, dated May 22, 2026, by and between SC Assets and Ethena Opco (incorporated by reference to Exhibit 10.13 to the Company’s Current Report on Form 8-K filed with the SEC on July 2, 2026).
31.1*
Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a) , as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 .
31.2*
Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a) , as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 .
32.1 **
Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 .
32.2 **
Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 .
101.INS*
Inline XBRL Instance Document
101.SCH*
Inline XBRL Taxonomy Schema
101.CAL*
Inline XBRL Taxonomy Calculation Linkbase
101.DEF*
Inline XBRL Taxonomy Definition Linkbase
101.LAB*
Inline XBRL Taxonomy Label Linkbase
101.PRE*
Inline XBRL Taxonomy Presentation Linkbase
104*
Cover Page Interactive Data File (formatted as Inline
XBRL document and contained in Exhibit 101)
† Certain schedules, exhibits and similar attachments have been omitted in accordance with Regulation S-K Item 601(a)(5). The registrant
agrees to furnish supplementally a copy of all omitted information to the SEC upon its request.
* Filed herewith.
** The certifications attached as Exhibits 32.1 and 32.2 that accompany
this Quarterly Report on Form 10-Q are deemed furnished and not filed with the U.S. Securities and Exchange Commission and are not to
be incorporated by reference into any filing of the Registrant under the Securities Act of 1933, as amended, or the Securities Exchange
Act of 1934, as amended, whether made before or after the date of this Quarterly Report on Form 10-Q, irrespective of any general incorporation
language contained in such filing.
47
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.
STABLECOINX INC.
Date: August 14, 2026
By:
/s/ Edward Chen
Name:
Edward Chen
Title:
Chief Executive Officer
(Principal Executive Officer)
STABLECOINX INC.
Date: August 14, 2026
By:
/s/ Young Cho
Name:
Young Cho
Title:
Chief Financial Officer
(Principal Financial and Accounting Officer)
48
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.