Filed 2026-03-31 · Period ending 2025-12-31 · 57,011 words · SEC EDGAR
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# TLGY ACQUISITION CORP (TLGYF) — 10-K **Filed:** 2026-03-31 **Period ending:** 2025-12-31 **Accession:** 0001213900-26-036938 **Source:** [SEC EDGAR](https://www.sec.gov/Archives/edgar/data/1879814/000121390026036938/) **Origin leaf:** 65396df90677381bf9253b28eafb777f3e91425e210617c521b2f6e1299c9b7e **Words:** 57,011 --- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ANNUAL REPORT PURSUANT TO SECTION13 OR 15(D)OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 TRANSITION REPORT PURSUANT TO SECTION13 OR 15(D)OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission file number:001-41101 | TLGY Acquisition Corporation | | | (Exact name of registrant as specified in its charter) | | | Cayman Islands | | 98-1603634 | | | (State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification Number) | | | | | | | | 4001 Kennett Pike, Suite 302 Wilmington, DE | | 19807 | | | (Address of principal executive offices) | | (Zip Code) | | | Registrants telephone number, including area code: (1) 302-803-6849 | | | | | | Securities registered pursuant to Section 12(b) of the Act: None. | | Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes No 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. Yes No 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 and post such files). Yes No 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 definition 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 | | | | Non-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 has filed a report on and attestation to its managements assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrants executive officers during the relevant recovery period pursuant to 240.10D-1(b). Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No The aggregate market value of our Class A ordinary shares outstanding, other than Class A ordinary shares held by persons who may be deemed affiliates of the registrant, computed by reference to the closing price of our Class A ordinary shares on June 30, 2025, as reported on the OTC Pink, was approximately $6.5 million. As of March 31, 2026, there were a total of 5,939,587 ordinary shares, comprising 5,834,587 ClassA ordinary shares, par value $0.0001 per share, and 105,000 Class B ordinary shares, par value $0.0001 per share, of the registrant issued and outstanding. DOCUMENTS INCORPORATED BY REFERENCE None. TABLE OF CONTENTS | | | Page | | | Part I | | 1 | | | Item 1. | Business | 1 | | | Item 1A. | Risk Factors | 15 | | | Item 1B. | Unresolved Staff Comments | 19 | | | Item 1C. | Cybersecurity | 19 | | | Item 2. | Properties | 19 | | | Item 3. | Legal Proceedings | 19 | | | Item 4. | Mine Safety Disclosures | 19 | | | Part II | | 20 | | | Item 5. | Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 20 | | | Item 6. | [Reserved] | 20 | | | Item 7. | Managements Discussion and Analysis of Financial Condition and Results of Operations | 20 | | | Item 7A. | Quantitative and Qualitative Disclosures About Market Risk | 27 | | | Item 8. | Financial Statements and Supplementary Data | 27 | | | Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | 27 | | | Item 9A. | Controls and Procedures | 27 | | | Item 9B. | Other Information | 27 | | | Item 9C. | Other Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | 27 | | | Part III | | 28 | | | Item 10. | Directors, Executive Officers and Corporate Governance | 28 | | | Item 11. | Executive Compensation | 37 | | | Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 38 | | | Item 13. | Certain Relationships and Related Transactions, and Director Independence | 39 | | | Item 14. | Principal Accountant Fees and Services | 43 | | | Part IV | | 44 | | | Item 15. | Exhibits, Financial Statements and Financial Statement Schedules | 44 | | | Item 16. | Form 10-K Summary | 46 | | i Unless otherwise stated in this annual report on Form 10-K (this Annual Report), references to: | | we, us, Company or our Company are to TLGY Acquisition Corporation, a Cayman Islands exempted company; | | | | amended and restated memorandum and articles of association are to the amended and restated memorandum and articles of association of the Company, as amended from time to time; | | | | Business Combination are to the proposed business combination between the Company, StablecoinX and SC Assets; | | | | Companies Act are to the Companies Act (As Revised) of the Cayman Islands, as amended from time to time; | | | | current sponsors are to, collectively, CPC Sponsor Opportunities I, LP, a limited partnership incorporated in the State of Delaware, and CPC Sponsor Opportunities I (Parallel), LP, a limited partnership incorporated in the State of Delaware; | | | | directors are to the current and/or former directors of the Company, as context requires; | | | | distribution time are to the time at which the distributable redeemable warrants will be distributed, which will occur immediately after the initial business combination redemption time and immediately prior to the closing of our initial business combination; | | | | former sponsor are to TLGY Sponsors LLC, a Cayman Islands limited liability company; | | | | founder are to Jin-Goon Kim; | | | | founder shares are to Class B ordinary shares initially purchased by our former sponsor in a private placement prior to our IPO and share capitalization prior to our IPO (which shares may be transferred to permitted transferees from time to time) and the Class A ordinary shares that will be issued upon the automatic conversion of the Class B ordinary shares at the time of our initial business combination as described herein; | | | | founder shareholders are to holders of our founder shares, including, but not limited to, our sponsors; | | | | initial business combination redemption time are to the time at which we redeem the Class A ordinary shares that the holders thereof have elected to redeem in connection with our initial business combination, which will occur prior to the consummation of our initial business combination; | | ** ii ** | | management or our management team are to our current and/or former officers and directors, as context requires; | | | | ordinary shares are to our Class A ordinary shares and our Class B ordinary shares; | | | | our IPO or the IPO are to our initial public offering, which we completed on December 3, 2021; | | | | public shares are to Class A ordinary shares sold as part of the units in our IPO (whether they were purchased in our IPO or thereafter in the open market); | | | | public shareholders are to the holders of our public shares, including our founder shareholders and our current and/or former management teams to the extent such persons or entities purchase public shares, provided that each such shareholders status as a public shareholder will only exist with respect to such public shares; | | | | public warrants are to the detachable redeemable warrants sold as part of the units in our IPO (whether they were purchased in our IPO or thereafter in the open market); | | | | private placement warrants are to the warrants issued to our sponsor in a private placement simultaneously with the closing of our IPO; | | | | sponsors are to our former sponsor and our current sponsors and, as context requires, sponsor are to our former sponsor on or before June 19, 2024, and to our current sponsors on or after June 20, 2024; | | | | trust account is the trust account established by the Company for the benefit of its public shareholders in connection with the IPO; and | | | | warrants are to our public warrants and private placement warrants. | | iii CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS Some of the statements contained in this Annual Report may constitute forward-looking statements for purposes of the federal securities laws. Our forward-looking statements include, but are not limited to, statements regarding our or our management teams expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words anticipate, believe, continue, could, estimate, expect, intends, may, might, plan, possible, potential, predict, project, should, would and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. The forward-looking statements contained in this Annual Report are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to: | | our ability to complete our initial business combination with StablecoinX Assets Inc. (SC Assets) and StablecoinX Inc. (StablecoinX), or any other initial business combination; | | | | our expectations around the performance of a prospective target business or businesses; | | | | our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination; | | | | our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination; | | | | the potential incentive to consummate an initial business combination with an acquisition target that subsequently declines in value or is unprofitable for public investors due to the low initial price of the founder shares paid by our sponsor and certain members of our management team; | | | | our potential ability to obtain additional financing to complete our initial business combination; | | | | our pool of prospective target businesses; | | | | the ability of our officers and directors to generate a number of potential business combination opportunities; | | | | our public securities potential liquidity and trading; | | | | the lack of a market for our securities; | | | | use of proceeds not held in the trust account or available to us from interest income on the trust account balance; | | | | the trust account not being subject to claims of third parties; | | | | our financial performance; or | | | | the other risks and uncertainties discussed in Risk Factors and elsewhere in this Annual Report. | | The forward-looking statements contained in this Form 10-K are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the section of this Form 10-K entitled Risk Factors. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. iv PART I Item 1. Business. 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 Companys 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 Companys 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. (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 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 Business Combination), 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. The consummation of the Business Combination is subject to customary conditions of the respective parties, including the approval of the Business Combination Agreement, the Business Combination and certain other actions related thereto by the Companys shareholders. Changes in Control of Registrant On April 16, 2024, the Company, the former sponsor, TLGY Holdings LLC, which is the holding company of the former sponsor, the current sponsors, the current sponsors being stakeholders of economic interests in the former sponsor, entered into a securities transfer agreement (Securities Transfer Agreement), pursuant to which, at a closing on June 19, 2024, the current sponsors, for an aggregate purchase price of $1.00, (i) purchased 3,542,305 founder shares from the former sponsor, certain investors who held the founder shares, and three previous independent directors of the Company, and (ii) purchased 3,940,825 private placement warrants from the former sponsor (the Securities Transfer Transaction). Mizuho Deferred Underwriting Fee Waiver The underwriters in our IPO, of which Mizuho served as the representative, agreed to defer $8,650,000 in underwriting fees payable, which fees are payable upon the completion of our initial business combination (Deferred Underwriting Fees). In May 2024, we entered into a certain waiver with Mizuho (Mizuho Waiver), pursuant to which Mizuho agreed to waive the Deferred Underwriting Fees and agreed to forfeit all of the 300,300 founder shares it received as compensation in connection with the IPO. The Company believes that Mizuho was acting as the 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 statements of changes in shareholders deficit. Change in Auditor On June 27, 2024, the Company dismissed Marcum Asia CPAs LLP (Marcum Asia) as its independent registered public accounting firm to audit the Companys financial statements, effective immediately. The dismissal of Marcum Asia was approved by the Audit Committee of the Companys board of directors (the Audit Committee). On June 28, 2024, the Company engaged WithumSmith+Brown, PC (Withum) as its new independent registered public accounting firm. The engagement of Withum was approved by Audit Committee. Delisting from Nasdaq On December 2, 2024, the Company received a notice from the staff of the Listing Qualifications Department of The Nasdaq Stock Market LLC (Nasdaq) stating that because the Company had not completed an initial business combination within 36 months of the effective date of its registration statement in connection with its IPO, it was not in compliance with Nasdaq listing rule IM 5101-2, and was therefore subject to delisting. Trading in the Companys securities on Nasdaq was suspended at the opening of business on December 9, 2024, and trading of the Companys securities on the over-the-counter market commenced shortly thereafter. 2 Termination of Verde Bioresins Merger 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, but disputed the grounds for the termination of the Merger Agreement. As a result of the agreed upon termination of the Merger Agreement, the ancillary agreements relating to the proposed merger, including the Acquiror Support Agreement entered among the Company, Verde and the former sponsor dated June 21, 2023 (the Acquiror Support Agreement), the Company Support Agreement between Humanitario Capital LLC, the Company and Verde dated June 21, 2023 (the Company Support Agreement), and the Sponsor Share Restriction Agreement entered among the Company, Verde and the former sponsor dated June 21, 2023 (the Sponsor Share Restriction Agreement), automatically terminated. Extension of Time to Complete an Initial Business Combination On February 23, 2023, we held an extraordinary general meeting of shareholders, where the shareholders of the Company approved by special resolution an amendment to the amended and restated memorandum and articles of association to (i) cancel the three-month automatic extension period to which the Company was entitled in case it filed a preliminary proxy statement, registration statement or similar filing for a business combination during (x) the 15-month period from the consummation of the Companys IPO, or (y) any paid extension period, to consummate a business combination, and (ii) modify the monthly amount that our sponsor or its affiliates or designees must deposit into the Companys trust account in order to extend the period of time to consummate a business combination by one month, up to six times, in the event that the Company does not consummate a business combination within 15 months from the consummation of the IPO, if requested by our sponsor and accepted by the Company, from $0.033 to the lesser of $0.04 per outstanding share and $200,000, and increase the maximum number of such extensions from up to six times to up to nine times. In connection with this extraordinary general meeting of shareholders, 15,681,818 public shares were rendered for redemption. The public shares were redeemed at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the trust account deposits (which interest shall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding ordinary share. The per-share redemption amount has been calculated to be approximately $10.40 per share. On October 17, 2023, we held an annual general meeting of shareholders, where the shareholders of the Company approved by special resolution an amendment to the amended and restated memorandum and articles of association to modify the monthly amount that our sponsor or its affiliates or designees must deposit into the trust account in order to extend the period of time to consummate a business combination by one month, up to seven times (starting from the first date on which such modified extension payment is made), if requested by our former sponsor and accepted by the Company, from the lesser of $0.04 per outstanding share and $200,000 to the lesser of (x) $0.033 per outstanding share and (y) $110,000. Any amount of the $200,000 paid in order to extend the period of time to consummate a Business Combination until November 3, 2023, which is paid but unused (due to an additional extension payment, based on the updated monthly amount, made prior to November 3, 2023) may be deducted, on a pro rata basis, from future extension payments. In connection with this annual general meeting of shareholders, 1,395,317 public shares were rendered for redemption. The public shares were redeemed at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the trust account deposits (which interest shall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding ordinary share. The per-share redemption amount has been calculated to be approximately $10.96 per share. On April 16, 2024, we held an extraordinary general meeting of shareholders, where the shareholders of the Company approved by special resolution an amendment to the amended and restated memorandum and articles of association to modify the monthly amount that our sponsor or its affiliates or designees must deposit into the trust account in order to extend the period of time to consummate a business combination by one month, up to twelve times (starting from the first date on which such modified extension payment is made), if requested by the sponsor and accepted by the Company, from the lesser of $0.033 per outstanding share and $110,000 to the lesser of (x) $0.02 per outstanding share and (y) $60,000. Any amount of the $110,000 paid in order to extend the period of time to consummate a Business Combination until May 16, 2024, which is paid but unused (due to an additional extension payment, based on the updated monthly amount, made prior to May 16, 2024) may be deducted, on a pro rata basis, from future extension payments. In connection with this extraordinary general meeting, of shareholders, 2,205,658 public shares were rendered for redemption. The public shares were redeemed at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the trust account deposits (which interest shall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding ordinary share. The per-share redemption amount has been calculated to be approximately $11.38 per share. There are 3,717,207 public shares remaining after this extraordinary general meeting of shareholders. 3 On April 15, 2025, we held an extraordinary general meeting of shareholders (the Fourth Extension Meeting), where the shareholders of the Company approved by special resolution an amendment to the amended and restated memorandum and articles of association to modify the monthly amount that our sponsor or its affiliates or designees must deposit into the trust account in order to extend the period of time to consummate a business combination by one month, up to twelve times (starting from the first date on which such modified extension payment is made), if requested by the sponsor and accepted by the Company, from the lesser of $0.02 per outstanding share and $60,000 to the lesser of (x) $0.05 per outstanding share and (y) $25,000. Any amount of the $60,000 paid in order to extend the period of time to consummate a business combination until April 16, 2025, which is paid but unused (due to an additional extension payment, based on the updated monthly amount, made prior to April 16, 2025) may be deducted, on a pro rata basis, from future extension payments. In connection with this extraordinary general meeting of shareholders, 3,227,320 public shares were rendered for redemption. The public shares were redeemed at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the trust account deposits (which interest shall be net of taxes payable), divided by the number of then outstanding ordinary share. The per-share redemption amount has been calculated to be approximately $12.12 per share. In addition, at the Fourth Extension Meeting, shareholders also approved amendments to the amended and restated memorandum and articles of association (1) to remove (i) the limitation that the Company shall not consummate an initial business combination if it would cause the Companys net tangible assets to be less than $5,000,001; and (ii) the limitation that the Company shall not redeem public shares in an amount that would cause the Companys net tangible assets to be less than $5,000,001 following such redemptions; (2) to provide for the right of a holder of the Class B ordinary shares, to convert their Class B ordinary shares into Class A ordinary shares, on a one-for-one basis prior to the closing of an initial business combination at the election of the holder. In addition, shareholders approved the detachment and cancelation of the contingent rights which were initially attached to the public shares underlying the units issued in our IPO. 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. Furthermore, in connection with the Fourth Extension Meeting, the Company announced that it agreed to waive its right to withdraw up to $100,000 of interest from the trust account to pay dissolution expenses should the Company ultimately dissolve prior to the closing of its initial business combination. Following the Fourth Extension Meeting, the sponsors converted all of their Class B ordinary shares into Class A ordinary shares and, as a result, there are approximately 5,834,587 Class A ordinary shares outstanding, of which approximately 489,887 Class A ordinary shares are subject to future redemptions. Subject to the additional twelve one-month extensions (of which we have exercised eleven), we will have until April 16, 2026 to consummate an initial business combination. If our initial business combination is not consummated by April 16, 2026 (or such later date as may be extended in accordance with the terms of the Companys amended and restated memorandum and articles of association), then our existence will terminate, and we will distribute all amounts in the trust account. Effecting Our Initial Business Combination ** *General* As described above, we have entered into a definitive agreement for a Business Combination with SC Assets and StablecoinX. Unless otherwise stated, this Annual Report does not assume the closing of the Business Combination. References to the term initial business combination in this section include the Business Combination where context requires. 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. If the Business Combination does not close, we may seek to complete an initial business combination with another company or business, including a company or business that may be financially unstable or in its early stages of development or growth, which would subject us to the numerous risks inherent in such companies and businesses. If our initial business combination is paid for using equity or debt securities, or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination or used for redemptions of our ClassA ordinary shares, we may use the balance of the cash released to us from the trust account following the closing for general corporate purposes, including for maintenance or expansion of operations of the post-transaction company, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital. Although our management will assess the risks inherent in a particular target business with which we may combine, we cannot assure you that this assessment will result in our identifying all risks that a target business may encounter. Furthermore, some of those risks may be outside of our control, meaning that we can do nothing to control or reduce the chances that those risks will adversely affect a target business. 4 We may seek to raise additional funds through a private offering of debt or equity securities in connection with the completion of our initial business combination and we may effectuate our initial business combination using the proceeds of such offering rather than using the amounts held in the trust account. In addition, we may seek target businesses with enterprise values that are greater than we could acquire with the net proceeds of our IPO and the sale of the private placement warrants, and, as a result, if the cash portion of the purchase price exceeds the amount available from the trust account, net of amounts needed to satisfy any redemptions by public shareholders, we may be required to seek additional financing to complete such proposed initial business combination. Subject to compliance with applicable securities laws, we would expect to complete such financing only simultaneously with the completion of our initial business combination. In the case of an initial business combination funded with assets other than the trust account assets, our proxy materials or tender offer documents disclosing the initial business combination would disclose the terms of the financing and, only if required by law, we would seek shareholder approval of such financing. There is no limitation on our ability to raise funds through the issuance of equity or equity-linked securities or through loans, advances or other indebtedness in connection with our initial business combination, including pursuant to forward purchase agreements or backstop agreements we may enter into. Other than in connection with the Business Combination, we are not currently a party to any binding arrangement with any third party with respect to raising any additional funds through the sale of securities or otherwise. None of our sponsor, founder, officers, directors or shareholders is required to provide any financing to us in connection with or after our initial business combination. ** *Sources of Target Businesses* Target businesses may be brought to our attention by unaffiliated sources, such as investment bankers and private investment funds. Our officers, directors and founder shareholders, as well as their affiliates, may also bring to our attention target business candidates of which they become aware through their business contacts as a result of formal or informal inquiries or discussions they may have, as well as attending trade shows or conventions. We are not prohibited from pursuing an initial business combination with a business combination target that is affiliated with our founder, sponsor, officers or directors, or from completing the business combination through a joint venture or other form of shared ownership with our founder, sponsor, officers or directors. In the event we seek to complete our initial business combination with a business combination target that is affiliated with our founder, sponsor, officers or directors, we, or a committee of independent directors, would obtain an opinion from an independent investment banking firm which is a member of FINRA or a valuation or appraisal firm, that such an initial business combination is fair to our company from a financial point of view. We are not required to obtain such an opinion in any other context. ** *Evaluation of a Target Business and Structuring of Our Initial Business Combination* In evaluating a prospective target business, we expect to conduct a due diligence review that may encompass, among other things, meetings with incumbent management and employees, document reviews, interviews of customers and suppliers, inspection of facilities, as applicable, as well as a review of financial, operational, legal and other information which will be made available to us. If we determine to move forward with a particular target, we will proceed to structure and negotiate the terms of the business combination transaction. The time required to select and evaluate a target business and to structure and complete our initial business combination, and the costs associated with this process, are not currently ascertainable with any degree of certainty. Any costs incurred with respect to the identification and evaluation of, and negotiation with, a prospective target business with which our initial business combination is not ultimately completed will result in our incurring losses and will reduce the funds we can use to complete another business combination. The Company will not pay any consulting fees to members of our management team, or any of their respective affiliates, for services rendered to or in connection with our initial business combination. ** ** 5 ** *Lack of Business Diversification* For an indefinite period of time after the completion of our initial business combination, the prospects for our success may depend entirely on the future performance of a single business. Unlike other entities that have the resources to complete business combinations with multiple entities in one or several industries, it is probable that we will not have the resources to diversify our operations and mitigate the risks of being in a single line of business. By completing our initial business combination with only a single entity, our lack of diversification may: | | subject us to negative economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact on the particular industry in which we operate after our initial business combination, and | | | | cause us to depend on the marketing and sale of a single product or limited number of products or services. | | ** *Limited Ability to Evaluate the Targets Management Team* Although we intend to closely scrutinize the management of a prospective target business when evaluating the desirability of effecting our initial business combination with that business, our assessment of the target businesss management may not prove to be correct. In addition, the future management may not have the necessary skills, qualifications or abilities to manage a public company. The determination as to whether any of the members of our management team will remain with the combined company will be made at the time of our initial business combination. Moreover, we cannot assure you that members of our management team will Following a business combination, we may seek to recruit additional managers to supplement the incumbent management of the target business. We cannot assure you that we will have the ability to recruit additional managers, or that additional managers will have the requisite skills, knowledge or experience necessary to enhance the incumbent management. ** *Shareholders MayNot Have the Ability to Approve Our Initial Business Combination* We may conduct redemptions without a shareholder vote pursuant to the tender offer rulesof the SEC subject to the provisions of our amended and restated memorandum and articles of association. However, we will seek shareholder approval if it is required by law or applicable stock exchange rule, or we may decide to seek shareholder approval for business or other reasons. ** *Permitted Purchases of Our Securities* If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our sponsors, founder shareholders, founder, directors, officers or their affiliates may purchase public shares or public warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. There is no limit on the number of shares or warrants our sponsors, founder shareholders, founder, directors, officers, advisors or their affiliates may purchase in such transactions, subject to compliance with applicable law. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds in the trust account will be used to purchase shares or public warrants in such transactions. If they engage in such transactions, any such privately negotiated purchases of shares may be effected at purchase prices that are no higher than the per share pro rata portion of the trust account. Further, they will not make any such purchases when they are in possession of any material non-public information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act or other federal securities laws. Such a purchase could include a contractual acknowledgement that such public shareholder, although still the record holder of such public shares or public warrants, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. Additionally, any such public shares purchased by our sponsors, founder shareholders, founder, directors, officers, advisors or their affiliates would not be voted in favor of approving the business combination. In the event that our sponsors, founder, directors, officers, advisors or their affiliates purchase shares in privately negotiated transactions from public shareholders who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their shares. In addition, our sponsors, founder shareholders, founder, directors, officers, advisors or their affiliates would waive any redemption rights with respect to any public shares that they purchase in any such privately negotiated transactions. 6 The purpose of any such purchases of shares could be to satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise not be met. The purpose of any such purchases of public warrants could be to reduce the number of public warrants outstanding. Any such purchases of our securities may result in the completion of our initial business combination that may not otherwise have been possible. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent the purchasers are subject to such reporting requirements. In addition, to the extent that our sponsors, founder shareholders, founder, directors, officers, advisors or their affiliates purchase any public shares as contemplated above, the Company will file a Current Report on Form 8-K prior to the extraordinary general meeting of shareholders to be held in connection with an initial business combination that will disclose: | | the amount of such public shares purchased by our sponsors, founder shareholders, founder, directors, officers, advisors or their affiliates, along with the purchase price; | | | | the purpose of the purchases by our sponsors, founder shareholders, founder, directors, officers, advisors or their affiliates; | | | | the impact, if any, of the purchases by our sponsors, founder shareholders, founder, directors, officers, advisors or their affiliates on the likelihood that the business combination will be approved; | | | | the identities of the public shareholders who sold to our sponsors, founder shareholders, founder, directors, officers, advisors or their affiliates (if not purchased on the open market) or the nature of the public shareholders (e.g., 5% security holders) who sold to our sponsors, founder shareholders, founder, directors, officers, advisors or their affiliates; and | | | | the number of public shares for which the Company has received redemption requests in connection with the business combination. | | In addition, if such purchases are made, the public float of our ClassA ordinary shares or public warrants may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange. Our sponsors, founder, officers, directors and/or their affiliates anticipate that they may identify the shareholders with whom our founder shareholders, founder, officers, directors or their affiliates may pursue privately negotiated purchases by either the shareholders contacting us directly or by our receipt of redemption requests submitted by shareholders (in the case of Class A ordinary shares) following our mailing of proxy materials in connection with our initial business combination. Any purchases by our sponsors, founder shareholders, founder, directors, officers, advisors or their affiliates who are affiliated purchasers under Rule 10b-18 under the Exchange Act will only be made to the extent such purchases are able to be made in compliance with Rule 10b-18, which is a safe harbor from liability for manipulation under Section 9(a)(2) of and Rule 10b-5 under the Exchange Act. Rule 10b-18 has certain technical requirements that must be complied with in order for the safe harbor to be available to the purchaser. Our sponsor, founder, officers, directors and/or their affiliates will not make purchases of shares if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements. ** *Corporate Information* Our principal executive office is located at 4001 Kennett Pike, Suite302, Wilmington, Delaware 19807, U.S.A, and our telephone number is (1)302-803-6849. Our corporate website address is www.tlgyacquisition.com. Our website and the information contained on, or that can be accessed through, the website are not deemed to be incorporated by reference in, and are not considered part of, this Annual Report. You should not rely on any such information in making your decision whether to invest in our securities. We are a Cayman Islands exempted company. Exempted companies are Cayman Islands companies conducting business mainly outside the Cayman Islands and, as such, are exempted from complying with certain provisions of the Companies Act. As an exempted company, we have been approved for and received a tax exemption undertaking from the Cayman Islands government that, in accordance with Section6 of the Tax Concessions Act (As Revised) of the Cayman Islands, for a period of 20 years from the date of the undertaking (May31, 2021), no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations will apply to us or our operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax will be payable (i)on or in respect of our shares, debentures or other obligations or (ii)by way of the withholding in whole or in part of a payment of dividend or other distribution of income or capital by us to our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation of us. 7 We are an emerging growth company, as defined in Section2(a)of the Securities Act of 1933, as amended (the Securities Act), as modified by the Jumpstart Our Business Startups Act of 2012 (the JOBS Act). As such, we are eligible to 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 auditor attestation requirements of Section404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section7(a)(2)(B)of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of (1)the last day of the fiscal year (a)following the fifth anniversary of the completion of our IPO, (b)in which we have total annual gross revenue of at least $1.235 billion, or (c)in which we are deemed to be a large accelerated filer, which means the market value of our ClassA ordinary shares that are held by non-affiliates equals or exceeds $700 million as of the prior June30, and (2)the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. References herein to emerging growth company will have the meaning associated with it in the JOBS Act. Additionally, we are a smaller reporting company as defined in Rule10(f)(1)of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1)the market value of our shares held by non-affiliates equaled or exceeded $250 million as of the prior June30th, or (2)our annual revenues equaled or exceeded $100 million during such completed fiscal year and the market value of our shares held by non-affiliates equaled or exceeded $700 million as of the prior June30th. ** *Redemption Rights for Public Shareholders upon Completion of Our Initial Business Combination* We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of the initial business combination, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, divided by the number of then issued and outstanding public shares, subject to the limitations and on the conditions described herein. As of December 31, 2025, the amount in the trust account was $12.95 per public share. The per share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions, if any, we will pay to the underwriters of our IPO. Our sponsors, officers, directors and other founder shareholders have, pursuant to written agreements with us, agreed to waive their redemption rights with respect to their founder shares and (other than for the representative of the underwriters of our IPO) any public shares they may hold in connection with the completion of our initial business combination. ** *Manner of Conducting Redemptions* We will provide our public shareholders with the opportunity to redeem all or a portion of their ClassA ordinary shares upon the completion of our initial business combination either (i)in connection with a general meeting called to approve the business combination or (ii)without a shareholder vote by means of a tender offer. The decision as to whether we will seek shareholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek shareholder approval under applicable law or stock exchange listing requirement or whether we were deemed to be a foreign private issuer (which would require a tender offer rather than seeking shareholder approval under SEC rules). The requirement that we provide our public shareholders with the opportunity to redeem their public shares by one of the two methods listed above are contained in our amended and restated memorandum and articles of association and will apply whether or not we maintain our registration under the Exchange Act. Such provisions may be amended by special resolution if approved by holders of at least 66.66% of our ordinary shares entitled to vote thereon, so long as we offer redemption in connection with such amendment. 8 If we provide our public shareholders with the opportunity to redeem their public shares in connection with a general meeting, we will, pursuant to our amended and restated memorandum and articles of association: | | conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules, and | | | | file proxy materials with the SEC. | | In the event that we seek shareholder approval of our initial business combination, we will distribute proxy materials and, in connection therewith, provide our public shareholders with the redemption rights described above upon completion of the initial business combination. If we seek shareholder approval, we will complete our initial business combination only if we obtain an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of our ordinary shares represented in person or by proxy and entitled to vote thereon who attend and vote at a general meeting of the company. A quorum for such meeting will be present if the holders of one-third of issued and outstanding shares entitled to vote at the meeting are represented in person or by proxy. Our sponsors, officers, directors and other founder shareholders will count toward this quorum and have agreed to vote their founder shares and (other than with respect to the representative of the underwriters) any public shares purchased during or after our IPO (including in open market and privately-negotiated transactions) in favor of our initial business combination. For purposes of seeking approval of an ordinary resolution, non-votes will have no effect on the approval of our initial business combination once a quorum is obtained. As a result, in addition to our founder shareholders founder shares, we would not need any public shares to be voted in favor of an initial business combination in order to have our initial business combination approved (assuming all issued and outstanding shares are voted). These quorum and voting thresholds, and the voting agreement of our sponsors, officers, directors and other founder shareholders, may make it more likely that we will consummate our initial business combination. Each public shareholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction or whether they were a public shareholder on the record date for the general meeting held to approve the proposed transaction. If a shareholder vote is not required and we do not decide to hold a shareholder vote for business or other legal reasons, we will: | | conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers; and | | | | file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies. | | In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule14e-1(a)under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on public shareholders not tendering more than the number of public shares we are permitted to redeem. If public shareholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete the initial business combination. Upon the public announcement of our initial business combination, if we elect to conduct redemption pursuant to the tender offer rules, we or our sponsor will terminate any plan established in accordance with Rule10b5-1 to purchase our ClassA ordinary shares in the open market, in order to comply with Rule14e-5 under the Exchange Act. 9 We intend to require our public shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in street name, to, at the holders option, either deliver their share certificates to our transfer agent or deliver their shares to our transfer agent electronically using the Depository Trust Companys DWAC (Deposit/Withdrawal At Custodian) system, prior to the date set forth in the proxy materials or tender offer documents, as applicable. In the case of proxy materials, this date may be up to two business days prior to the scheduled vote on the proposal to approve the initial business combination. In addition, if we conduct redemptions in connection with a shareholder vote, we intend to require a public shareholder seeking redemption of its public shares to also submit a written request for redemption to our transfer agent two business days prior to the scheduled vote in which the name of the beneficial owner of such shares is included. The proxy materials or tender offer documents, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will indicate whether we are requiring public shareholders to satisfy such delivery requirements. We believe that this will allow our transfer agent to efficiently process any redemptions without the need for further communication or action from the redeeming public shareholders, which could delay redemptions and result in additional administrative cost. If the proposed initial business combination is not approved and we continue to search for a target company, we will promptly return any certificates or shares delivered by public shareholders who elected to redeem their shares. In the event the aggregate cash consideration we would be required to pay for all ClassA ordinary shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed initial business combination exceed the aggregate amount of cash available to us, we will not complete the initial business combination or redeem any shares (without a waiver of such condition), and all ClassA ordinary shares submitted for redemption will be returned to the holders thereof. We may, however, raise funds through the issuance of equity-linked securities or through loans, advances or other indebtedness in connection with our initial business combination, including pursuant to forward purchase agreements or backstop arrangements we may enter into, in order to, among other reasons, satisfy such net tangible assets or minimum cash requirements. ** *Limitation on Redemption upon Completion of Our Initial Business Combination If We Seek Shareholder Approval* If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association provide that 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 Section13 of the Exchange Act), will be restricted from seeking redemption rights with respect to more than an aggregate of 15% of the shares sold in our IPO, which we refer to as the Excess Shares, without our prior consent. We believe this restriction will discourage shareholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to exercise their redemption rights against a proposed business combination as a means to force us or our management to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a public shareholder holding more than an aggregate of 15% of the shares sold in our IPO could threaten to exercise its redemption rights if such holders shares are not purchased by us, our sponsor or our management at a premium to the then-current market price or on other undesirable terms. By limiting our shareholders ability to redeem no more than 15% of the shares sold in our IPO, we believe we will limit the ability of a small group of shareholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with a business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. However, we would not be restricting our shareholders ability to vote all of their shares (including Excess Shares) for or against our initial business combination. ** ** 10 ** *Delivering Share Certificates in Connection with a Tender Offer or Redemption Rights* As described above, we intend to require our public shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in street name, to, at the holders option, either deliver their share certificates to our transfer agent or deliver their shares to our transfer agent electronically using the Depository Trust Companys DWAC (Deposit/Withdrawal At Custodian) system, prior to the date set forth in the proxy materials or tender offer documents, as applicable. In the case of proxy materials, this date may be up to two business days prior to the scheduled vote on the proposal to approve the initial business combination. In addition, if we conduct redemptions in connection with a shareholder vote, we intend to require a public shareholder seeking redemption of its public shares to also submit a written request for redemption to our transfer agent two business days prior to the scheduled vote in which the name of the beneficial owner of such shares is included. The proxy materials or tender offer documents, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will indicate whether we are requiring public shareholders to satisfy such delivery requirements. Accordingly, a public shareholder would have up to two business days prior to the scheduled vote on the initial business combination if we distribute proxy materials, or from the time we send out our tender offer materials until the close of the tender offer period, as applicable, to submit or tender its shares if it wishes to seek to exercise its redemption rights. In the event that a shareholder fails to comply with these or any other procedures disclosed in the proxy or tender offer materials, as applicable, its shares may not be redeemed. Given the relatively short exercise period, it is advisable for shareholders to use electronic delivery of their public shares. There is a nominal cost associated with the above-referenced process and the act of certificating the shares or delivering them through the DWAC system. The transfer agent will typically charge the broker submitting or tendering shares a fee of approximately $80.00 and it would be up to the broker whether or not to pass this cost on to the redeeming holder. However, this fee would be incurred regardless of whether or not we require holders seeking to exercise redemption rights to submit or tender their shares. The need to deliver shares is a requirement of exercising redemption rights regardless of the timing of when such delivery must be effectuated. The foregoing is different from the procedures used by many blank check companies. In order to perfect redemption rights in connection with their business combinations, many blank check companies would distribute proxy materials for the shareholders vote on an initial business combination, and a holder could simply vote against a proposed business combination and check a box on the proxy card indicating such holder was seeking to exercise his or her redemption rights. After the business combination was approved, the company would contact such shareholder to arrange for him or her to deliver his or her certificate to verify ownership. As a result, the shareholder then had an option window after the completion of the business combination during which he or she could monitor the price of the companys shares in the market. If the price rose above the redemption price, he or she could sell his or her shares in the open market before actually delivering his or her shares to the company for cancellation. As a result, the redemption rights, to which shareholders were aware they needed to commit before the general meeting, would become option rights surviving past the completion of the business combination until the redeeming holder delivered its certificate. The requirement for physical or electronic delivery prior to the meeting ensures that a redeeming shareholders election to redeem is irrevocable once the business combination is approved. If our initial business combination is not approved or completed for any reason, then our public shareholders who elected to exercise their redemption rights would not be entitled to redeem their shares for the applicable pro rata share of the trust account. In such case, we will promptly return any certificates delivered by public holders who elected to redeem their shares. If our initial proposed business combination is not completed, we may continue to try to complete a business combination with a different target until April 16, 2026 (or such later date as may be extended in accordance with the terms of the Companys amended and restated memorandum and articles of association), assuming we extend the period of time to consummate a business combination until such date. ** ** 11 ** *Redemption of Public Shares and Liquidation If No Initial Business Combination* Our current amended and restated memorandum and articles of association provide that we will have until April 16, 2026 (or such later date as may be extended in accordance with the terms of the Companys amended and restated memorandum and articles of association), assuming we exercise all twelve additional one-month extensions as described in our amended and restated memorandum and articles of association, to complete our initial business combination. If we do not complete our initial business combination within such period, we 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 the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account (less taxes payable), divided by the number of then issued and outstanding public shares, which redemption will completely extinguish public shareholders rights as shareholders (including the right to receive further liquidation distributions, if any) and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to our obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our initial business combination by April 16, 2026, assuming we exercise all of our one-month extensions as described in our amended and restated memorandum and articles of association (or such later date as may be extended in accordance with the terms of the Companys amended and restated memorandum and articles of association). Our sponsors, officers, directors and other founder shareholders have, pursuant to written agreements with us, waived their rights to liquidating distributions from the trust account with respect to any founder shares held by them if we fail to complete our initial business combination by April 16, 2026 (or such later date as may be extended in accordance with the terms of the Companys amended and restated memorandum and articles of association). However, if our founder shareholders acquire public shares in or after our IPO, they will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to complete our initial business combination by April 16, 2026 (or such later date as may be extended in accordance with the terms of the Companys amended and restated memorandum and articles of association). Our sponsors, officers, directors and other founder shareholders have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 15 months from the closing of our IPO (or such later date as may be extended in accordance with the terms of the Companys amended and restated memorandum and articles of association) or (B) with respect to any other material provisions relating to shareholders rights or pre-initial business combination activity, unless we provide our public shareholders with the opportunity to redeem their public shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, divided by the number of then issued and outstanding public shares. We expect that all costs and expenses associated with implementing our plan of dissolution, as well as payments to any creditors, will be funded from amounts held outside the trust account ($77,415 as of December 31, 2025), although we cannot assure you that there will be sufficient funds for such purpose. If we were to expend all of the net proceeds of our IPO and the sale of the private placement warrants, other than the proceeds deposited in the trust account, and without taking into account interest, if any, earned on the trust account, the per-share redemption amount received by shareholders upon our dissolution would be approximately $12.95 as of December 31, 2025. The proceeds deposited in the trust account could, however, become subject to the claims of our creditors which would have higher priority than the claims of our public shareholders. We cannot assure you that the actual per-share redemption amount received by shareholders will not be substantially less than $12.95. While we intend to pay such amounts, if any, we cannot assure you that we will have funds sufficient to pay or provide for all creditors claims. 12 Although we will seek to have all vendors, service providers, prospective target businesses and other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of our public shareholders, there is no guarantee that they will execute such agreements or even if they execute such agreements that they would be prevented from bringing claims against the trust account including but not limited to fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain an advantage with respect to a claim against our assets, including the funds held in the trust account. If any third party refuses to execute an agreement waiving such claims to the monies held in the trust account, our management will consider whether competitive alternatives are reasonably available to us and will only enter into an agreement with such third party if management believes that such third partys engagement would be in the best interests of the company under the circumstances. Examples of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. Our independent registered public accounting firm has not executed an agreement with us waiving such claims to the monies held in the trust account. In addition, there is no guarantee that such entity will agree to waive any claims it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason. In order to protect the amounts held in the trust account, our sponsor has agreed that it will be liable to us if and to the extent any claims by a third party for services rendered or products sold to us, or a prospective target business with which we have entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the trust account to below the lesser of (i)$10.20 per public share and (ii)the actual amount per public share held in the trust account as of the date of the liquidation of the trust account, if less than $10.20 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the trust account (whether or not such waiver is enforceable) nor will it apply to any claims under our indemnity of the underwriters of our IPO against certain liabilities, including liabilities under the Securities Act. However, we have not asked our sponsor to reserve for such indemnification obligations, nor have we independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and we believe that our sponsors only assets are securities of our Company. Therefore, we cannot assure you that our sponsor would be able to satisfy those obligations. As a result, if any such claims were successfully made against the trust account, the funds available for our initial business combination and redemptions could be reduced to less than $10.20 per public share. In such event, we may not be able to complete our initial business combination, and you would receive such lesser amount per share in connection with any redemption of your public shares. None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses. In the event that the proceeds in the trust account are reduced below the lesser of (i)$10.20 per public share and (ii)the actual amount per public share held in the trust account as of the date of the liquidation of the trust account if less than $10.20 per share due to reductions in the value of the trust assets, in each case less taxes payable, and our sponsor asserts that it is unable to satisfy its indemnification obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against our sponsor to enforce its indemnification obligations. While we currently expect that our independent directors would take legal action on our behalf against our sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment may choose not to do so in any particular instance if, for example, the cost of such legal action is deemed by the independent directors to be too high relative to the amount recoverable or if the independent directors determine that a favorable outcome is not likely. Accordingly, we cannot assure you that due to claims of creditors the actual value of the per-share redemption price will not be less than $10.20 per share. 13 We will seek to reduce the possibility that our sponsor will have to indemnify the trust account due to claims of creditors by endeavoring to have all vendors, service providers (except for our independent registered public accounting firm), prospective target businesses or other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to monies held in the trust account. Our sponsor will also not be liable as to any claims under our indemnity of the underwriters of our IPO against certain liabilities, including liabilities under the Securities Act. We may have access to the amounts held outside the trust account ($77,415 as of December 31, 2025) with which to pay any such potential claims (including costs and expenses incurred in connection with our liquidation, currently estimated to be no more than approximately $100,000) but these amounts may be spent on expenses incurred as a result of being a public company or due diligence expenses on prospective business combination candidates. In the event that we liquidate and it is subsequently determined that the reserve for claims and liabilities is insufficient, shareholders who received funds from our trust account could be liable for claims made by creditors. If we file a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency petition is filed against us that is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our shareholders. To the extent any bankruptcy claims deplete the trust account, we cannot assure you we will be able to return $10.20 per share to our public shareholders. Additionally, if we file a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency petition is filed against us that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a preferential transfer or a fraudulent conveyance. As a result, a bankruptcy court could seek to recover some or all amounts received by our shareholders. Furthermore, our board of directors may be viewed as having breached its fiduciary duty to our creditors and/or may have acted in bad faith, and thereby exposing itself and our company to claims of punitive damages, by paying public shareholders from the trust account prior to addressing the claims of creditors. We cannot assure you that claims will not be brought against us for these reasons. Our public shareholders will be entitled to receive funds from the trust account only (i) in the event of the redemption of our public shares if we do not complete our initial business combination by April 16, 2026 (or such later date as may be extended in accordance with the terms of the Companys amended and restated memorandum and articles of association), subject to applicable law, (ii) in connection with a shareholder vote to amend our amended and restated memorandum and articles of association to (A) modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination by April 16, 2026 (or such later date as may be extended in accordance with the terms of the Companys amended and restated memorandum and articles of association) or (B) with respect to any other material provisions relating to shareholders rights or pre-initial business combination activity or (iii) if they redeem their respective shares for cash upon the completion of our initial business combination. In no other circumstances will a shareholder have any right or interest of any kind to or in the trust account. In the event we seek shareholder approval in connection with our initial business combination, a shareholders voting in connection with the business combination alone will not result in a shareholders redeeming its shares to us for an applicable pro rata share of the trust account. Such shareholder must have also exercised its redemption rights described above. These provisions of our amended and restated memorandum and articles of association, like all provisions of our amended and restated memorandum and articles of association, may be amended with a shareholder vote. Competition In identifying, evaluating and selecting a target business for our initial business combination, we may encounter competition from other entities having a business objective similar to ours, including other special purpose acquisition companies, private equity groups and leveraged buyout funds, public companies and operating businesses seeking strategic acquisitions. Many of these entities are well established and have extensive experience identifying and effecting business combinations directly or through affiliates. Moreover, many of these competitors possess similar or greater financial, technical, human and other resources than us. Our ability to acquire larger target businesses will be limited by our available financial resources. This inherent limitation gives others an advantage in pursuing the acquisition of a target business. Furthermore, our obligation to pay cash in connection with our public shareholders who exercise their redemption rights may reduce the resources available to us for our initial business combination and our issued and outstanding warrants, and the future dilution they potentially represent, may not be viewed favorably by certain target businesses. Either of these factors may place us at a competitive disadvantage in successfully negotiating an initial business combination. Employees We currently have two executive officers, a Chief Executive Officer and a Chief Financial Officer. These individuals are not obligated to devote any specific number of hours to our matters but they intend to devote as much of their time as they deem necessary to our affairs until we have completed our initial business combination. The amount of time they will devote in any time period will vary based on whether a target business has been selected for our initial business combination and the stage of the business combination process we are in. We do not intend to have any full time employees prior to the completion of our initial business combination. 14 Periodic Reporting and Financial Information We have registered our units, ClassA ordinary shares and warrants under the Exchange Act and have reporting obligations, including the requirement to file annual, quarterly and current reports with the SEC. In accordance with the requirements of the Exchange Act, our annual reports will contain financial statements audited and reported on by our independent registered public accountants. We will provide shareholders with audited financial statements of the prospective target business as part of the proxy solicitation materials or tender offer documents sent to shareholders to assist them in assessing the target business. In all likelihood, these financial statements will need to be prepared in accordance with, or reconciled to, GAAP or IFRS, depending on the circumstances, and the historical financial statements may be required to be audited in accordance with the standards of the PCAOB. These financial statement requirements may limit the pool of potential target businesses we may conduct an initial business combination with because some targets may be unable to provide such statements in time for us to disclose such statements in accordance with federal proxy rulesand complete our initial business combination within the prescribed time frame. We cannot assure you that any particular target business identified by us as a potential business combination candidate will have financial statements prepared in accordance with the requirements outlined above, or that the potential target business will be able to prepare its financial statements in accordance with the requirements outlined above. To the extent that these requirements cannot be met, we may not be able to acquire the proposed target business. While this may limit the pool of potential business combination candidates, we do not believe that this limitation will be material. We are required to evaluate our internal control procedures for the fiscal year ending December 31, 2025 as required by the Sarbanes-Oxley Act. Only in the event we are deemed to be a large accelerated filer or an accelerated filer, and no longer qualify as an emerging growth company, will we be required to have our internal control procedures audited. A target business may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of their internal controls. The development of the internal controls of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such business combination. Item 1A. Risk Factors As a smaller reporting company, we are not required to include risk factors in this Annual Report. For the complete list of risks relating to our Company and our operations, see the section titled Risk Factors contained in our prospectus filed with the SEC on December 3, 2021. However, below is a partial list of material risks, uncertainties and other factors that could have a material effect on our Company and our operations: | | we are an early stage Company with no revenue or basis to evaluate our ability to select a suitable business target; | | | | we may not be able to select an appropriate target business or businesses and complete our initial business combination, including the Business Combination, in the prescribed time frame; | | | | our expectations around the performance of a prospective target business or businesses may not be realized; | | | | we may not be successful in retaining or recruiting required officers, key employees or directors following our initial business combination; | | | | our officers and directors may have difficulties allocating their time between the Company and other businesses and may potentially have conflicts of interest with our business or in approving our initial business combination; | | | | we may not obtain sufficient additional financing to complete our initial business combination or reduce the number of shareholders requesting redemption; | | | | you may not be given the opportunity to choose the initial business combination target or to vote on the initial business combination; | | | | trust account funds may not be protected against third party claims or bankruptcy; | | | | an active market for our public securities may not develop and you will have limited liquidity and trading; | | | | the availability to us of funds from interest income on the trust account balance may be insufficient to operate our business prior to our initial business combination; and | | | | our financial performance following a business combination with an entity may be negatively affected by their lack of an established record of revenue, cash flows, earnings and experienced management. | | ** ** 15 ** *Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our ability to negotiate and complete our initial business combination, and results of operations, including the Business Combination.* We are subject to laws and regulations enacted by national, regional and local governments. In particular, we will be required to comply with certain SEC and other legal requirements and numerous complex tax laws. Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly. Those laws and regulations and their interpretation and application may also change from time to time and those changes could have a material adverse effect on our business, investments and results of operations. A failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our business, including our ability to complete our initial business combination, and results of operations. ** *If we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to complete our initial business combination.* Whether a SPAC is an investment company is a question of facts and circumstances. If our facts and circumstances change over time, we will update our disclosure to reflect how those changes impact the risk that we may be considered to be operating as an unregistered investment company. We can give no assurance that a claim will not be made that we have been operating as an unregistered investment company. If we are deemed to be an investment company under the Investment Company Act, we may have to change our operations, wind down our operations, or register as an investment company under the Investment Company Act. Our activities may be restricted, including: | | restrictions on the nature of our investments; and | | | | restrictions on the issuance of securities, each of which may make it difficult for us to complete our initial business combination. | | | | In addition, we may have imposed upon us burdensome requirements, including: | | | | registration as an investment company; | | | | adoption of a specific form of corporate structure; and | | | | reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations. | | In order not to be regulated as an investment company under the Investment Company Act, unless we can qualify for an exclusion, we must ensure that we are engaged primarily in a business other than investing, reinvesting or trading in securities and that our activities do not include investing, reinvesting, owning, holding or trading investment securities constituting more than 40% of our total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis. Our business will be to identify and complete a business combination and thereafter to operate the post-transaction business or assets for the long term. We do not intend to spend a considerable amount of time actively managing the assets in the trust account for the primary purpose of achieving investment returns. We do not plan to buy businesses or assets with a view to resale or profit from their resale. We do not plan to buy unrelated businesses or assets or to be a passive investor. 16 We do not believe that our anticipated principal activities will subject us to the Investment Company Act. To this end, the proceeds held in the trust account have only been held as cash, including in demand deposit accounts at a bank, or invested in U.S. government securities within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations; the holding of these assets in this form is intended to be temporary and for the sole purpose of facilitating the intended business combination and may at any time be held as cash or cash items, including in demand deposit accounts at a bank. Pursuant to the trust agreement, the trustee is not permitted to invest in other securities or assets. By restricting the investment of the proceeds to these instruments, and by having a business plan targeted at acquiring and growing businesses for the long term (rather than on buying and selling businesses in the manner of a merchant bank or private equity fund), we intend to avoid being deemed an investment company within the meaning of the Investment Company Act. An investment in our securities is not intended for persons who are seeking a return on investments in government securities or investment securities. The trust account is intended as a holding place for funds pending the earliest to occur of: (i) the completion of our initial business combination; (ii) the redemption of any public shares properly submitted in connection with an amendment of our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to provide for the redemption of our public shares in connection with an initial business combination or to redeem 100% of our public shares if we have not consummated our initial business combination within the completion window or (B) with respect to any other material provisions relating to shareholders rights or pre-initial business combination activity; or (iii) absent an initial business combination within the completion window, our return of the funds held in the trust account to our public shareholders as part of our redemption of the public shares. If we do not invest the proceeds as discussed above, we may be deemed to be subject to the Investment Company Act. Further, under the subjective test of a investment company pursuant to Section 3(a)(1)(A) of the Investment Company Act, even if the funds deposited in the trust account were invested in the assets discussed above (U.S. government securities or money market funds registered under the Investment Company Act), such assets, other than cash, are securities for purposes of the Investment Company Act and, therefore, nevertheless, there is a risk that we could be deemed an unregistered investment company and subject to the Investment Company Act at any time. The SEC has provided guidance that a SPACs potential status as an investment company depends on a variety of factors, such as a SPACs duration, asset composition, business purpose and activities and is a question of facts and circumstances requiring individualized analysis. If we were deemed to be an unregistered investment company and subject to compliance with and regulation under the Investment Company Act, we would be subject to additional regulatory burdens and expenses for which we have not allotted funds. Unless we are able to modify our activities so that we would not be deemed an investment company, we would either register as an investment company or wind-down and abandon our efforts to complete a business combination and instead liquidate the trust account. As a result, our public shareholders may only receive their pro rata portion of the funds in the trust account that are available for distribution to public shareholders and would be unable to realize the potential benefits of an initial business combination, including the possible appreciation of the combined companys securities. ** ** 17 ** *To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, we may, at any time, instruct the trustee to liquidate the securities held in the trust account and instead to hold the funds in the trust account in cash until the earlier of the consummation of our initial business combination or our liquidation. As a result, following the liquidation of securities in the trust account, the interest earned, on the funds held in the trust account may be materially reduced, which would reduce the dollar amount our public shareholders would receive upon any redemption or liquidation of the Company.* Since our IPO, we have held the funds in the trust account as cash, including in demand deposit accounts at a bank, or in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds investing solely in U.S. government treasury obligations and meeting certain conditions under Rule 2a-7 under the Investment Company Act. U.S. government treasury obligations are considered securities for purposes of the Investment Company Act, while cash is not. As noted above, one of the factors the SEC identified as relevant to the determination of whether a SPAC which holds securities could potentially be deemed an investment company under the Investment Company Act is the SPACs duration. To mitigate the risk of us being deemed to be an unregistered investment company (including under the subjective test of Section 3(a)(1)(A) of the Investment Company Act) and thus subject to regulation under the Investment Company Act, we may, at any time, instruct Continental Stock Transfer & Trust Company, the trustee with respect to the trust account, to liquidate the U.S. government treasury obligations or money market funds held in the trust account and thereafter to hold all funds in the trust account in cash until the earlier of consummation of our initial business combination or liquidation of the company. Following such liquidation, the rate of interest we receive on the funds held in the trust account may be materially decreased. However, interest previously earned on the funds held in the trust account still may be released to us for permitted withdrawals and certain other expenses as permitted. As a result, any decision to liquidate the securities held in the trust account and thereafter to hold all funds in the trust account in cash would reduce the dollar amount our public shareholders would receive upon any redemption or liquidation of the company. ** *We expect to incur significant transaction and transition costs in connection with our initial business combination. If we fail to consummate a business combination, we may not have sufficient cash available to pay such costs.* We expect to incur significant, non-recurring costs in connection with consummating our initial business combination, including the Business Combination. Some of these costs are payable regardless of whether a business combination is completed. Our transaction expenses in connection with completing our Business Combination are currently estimated to be approximately $14.5 million. There may be other costs which have to be incurred. We do not currently have sufficient cash available to pay all of these fees and expenses and will likely not have sufficient cash to pay unless and until we complete an initial business combination transaction. ** *Cyber incidents or attacks directed at us or third parties could result in information theft, data corruption, operational disruption and/or financial loss.* We face a multitude of cybersecurity threats, have experienced, and will continue to experience, cyber incidents in the normal course of business. Such cybersecurity threats could have a material adverse effect on our business, financial condition, operations, results of operations, performance, cash flows or reputation. We depend on digital technologies, including information systems, infrastructure and cloud applications and services, including those of third parties with which we may deal. Our service providers (including the transfer agent), and other business contacts may face similar cybersecurity threats, and a cybersecurity incident impacting these persons or entities could materially adversely affect our operations, performance and results of operations. Sophisticated and deliberate attacks on, or security breaches in, the systems or infrastructure or the cloud that we utilize, including those of third parties, could lead to corruption or misappropriation of our assets, proprietary information and sensitive or confidential data. As an early-stage company without significant investments in data security protection, we may not be sufficiently protected against such occurrences. We also lack sufficient resources to adequately protect against, or to investigate and remediate any vulnerability to, cyber incidents. It is possible that any of these occurrences, or a combination of them, could have material adverse consequences on our business and lead to financial loss. 18 *Since our securities are no longer traded on a national securities exchange, our securities will in all likelihood be thinly traded and as a result you may be unable to sell at or near ask prices or at all if you need to liquidate your securities.* On December 9, 2024, Nasdaq suspended the trading of our units, Class A ordinary shares and public warrants. Following the suspension, our securities began trading on the over-the-counter market and are listed on the OTC Pink tier of the OTC Marketplace under the symbols TLGUF, TLGYF and TLGWF, respectively. After delisting from Nasdaq, there may be a very limited market in which the Companys securities are traded, the trading price of the Companys securities may be adversely affected, and the Class A ordinary shares may be deemed to be a penny stock. We can provide no assurance that our securities will continue to trade on the OTC, whether broker-dealers will continue to provide public quotes of our securities on the OTC, or whether the trading volume of our securities will be sufficient to provide for an efficient trading market for existing and potential holders of our securities. As a result, we may face significant material adverse consequences, including: | | a limited availability of market quotations for our securities; | | | | reduced liquidity for our securities; | | | | a determination that our Class A ordinary shares are a penny stock which will require brokers trading in our Class A ordinary shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities; | | | | a limited amount of news and analyst coverage; and | | | | a decreased ability to issue additional securities or obtain additional financing in the future. | | Furthermore, the National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as covered securities. While our units, Class A Ordinary Shares and public warrants were listed on Nasdaq, such securities were considered covered securities. Although the states are preempted from regulating the sale of our securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case. While we are not aware of a state having used these powers to prohibit or restrict the sale of securities issued by blank check companies, other than the State of Idaho, certain state securities regulators view blank check companies unfavorably and might use these powers, or threaten to use these powers, to hinder the sale of securities of blank check companies in their states. Since our securities may no longer be covered securities, we may be subject to regulation in each state in which we offer our securities, including in connection with our initial business combination. Item 1B. Unresolved Staff Comments. None. Item 1C. Cybersecurity. As a blank check company, we have no operations and therefore do not have any operations of our own that face cybersecurity threats. However, we do depend on the digital technologies of third parties, and as noted in *Item 1A. Risk Factors* of this Annual Report, any sophisticated and deliberate attacks on, or security breaches in, systems or infrastructure or the cloud that we utilize, including those of third parties, could lead to corruption or misappropriation of our assets, proprietary information and sensitive or confidential data. Because of our reliance on the technologies of third parties, we also depend upon the personnel and the processes of third parties to protect against cybersecurity threats, and we have no personnel or processes of our own for this purpose. Our board of directors oversees risk for our Company, and prior to filings with the SEC, our board of directors reviews our risk factors, including the descriptions of the risks we face from cybersecurity threats, as described in *Item 1A. Risk Factors* of this Annual Report. Item 2. Properties. We do not own any real estate or other physical properties materially important to our operations. We maintain our principal executive offices at 4001 Kennett Pike, Suite 302, Wilmington, Delaware 19807, U.S.A. Our telephone number is (1) 302-803-6849. Item 3. Legal Proceedings. There is no material litigation, arbitration or governmental proceeding currently pending against us or any members of our management team in their capacity as such. Item 4. Mine Safety Disclosures. Not applicable. 19 PARTII Item 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Market Information Our units, Class A ordinary shares and redeemable warrants were each traded on the Nasdaq Global Market under the symbols TLGUF, TLGYF and TLGWF, respectively, until December 9, 2024. Since then, our units, Class A ordinary shares and redeemable warrants have been traded on the over-the-counter market and quoted on the OTCPINK under the same symbols. Because we are quoted on the OTCPINK, our securities may be less liquid, receive less coverage by security analysts and news media, and generate lower prices than might otherwise be obtained if they were listed on a national securities exchange. Further, quotations on the OTCPINK reflect inter-dealer prices, without retail mark-up, markdown or commission and may not reflect actual transactions. Holders of Record On February 1, 2026, there was one holder of record of our units, four holder of record of our Class A ordinary shares, four holders of record of our Class B ordinary shares and four holders of record of our public warrants. The number of holders of record does not include a substantially greater number of street name holders or beneficial holders whose units, Class A ordinary shares and warrants are held of record by banks, brokers and other financial institutions. Dividends We have not paid any cash dividends on our ordinary shares to date and do not intend to pay cash dividends prior to the completion of a business combination. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of a business combination. The payment of any cash dividends subsequent to a business combination will be within the discretion of our board of directors at such time. If we incur any indebtedness, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith. Securities Authorized for Issuance Under Equity Compensation Plans The information required by Item 5 of Form 10-K regarding equity compensation plans is incorporated herein by reference to Item 12 of Part III of this Annual Report on Form 10-K. Recent Sales of Unregistered Securities; Use of Proceeds from Registered Offering None. Purchases of Equity Securities by the Issuer and Affiliated Purchasers None. Item 6. [Reserved] Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations. ** *The following discussion and analysis should be read in conjunction with the financial statements and related notes included elsewhere in this Annual Report. This discussion contains forward-looking statements reflecting our current expectations, estimates and assumptions concerning events and financial trends that may affect our future operating results or financial position. Actual results and the timing of events may differ materially from those contained in these forward-looking statements due to a number of factors, including those discussed in the sections of this Annual Report entitled Risk Factors and Forward-Looking Statements and elsewhere in this Annual Report.* 20 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. 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. (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 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 Business Combination), 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. The consummation of the Business Combination is subject to customary conditions of the respective parties, including the approval of the Business Combination Agreement, the Business Combination and certain other actions related thereto by the Companys shareholders. Changes in Control of Registrant On April 16, 2024, the Company, the former sponsor, TLGY Holdings LLC, which is the holding company of the former sponsor, the current sponsors, the current sponsors being stakeholders of economic interests in the former sponsor, entered into a securities transfer agreement (Securities Transfer Agreement), pursuant to which, at a closing on June 19, 2024, the current sponsors, for an aggregate purchase price of $1.00, (i) purchased 3,542,305 founder shares from the former sponsor, certain investors who held the founder shares, and three previous independent directors of the Company, and (ii) purchased 3,940,825 private placement warrants from the former sponsor (the Securities Transfer Transaction). On June 19, 2024, in connection with the Securities Transfer Transaction, the Company and the former sponsor entered into a letter agreement (the Termination Letter) terminating the administrative services agreement (the Administrative Services Agreement), dated November 30, 2021, by and between the Company and the former sponsor. Pursuant to the Termination Letter, the Company and the former sponsor agreed to irrevocably release, waive, and forever discharge the Company and its successors or assigns, the former sponsor and its members, directors, advisors, officers and its holding company, from any and all actions, compensations, fees and expenses, obligations and claims of all types and nature, including all sums that may be or have been accrued or outstanding, arising from or in connection with the Administrative Services Agreement. 21 On June 20, 2024, in connection with the Securities Transfer Transaction, the Company and the current sponsors entered into a joinder to a certain letter agreement, dated November 30, 2021 (the Letter Agreement Joinder) and a joinder to a certain registration rights agreement, dated November 30, 2021 (the Registration Rights Agreement). In addition, on June 21, 2024, the Company entered into an agreement (the CPC Funds Indemnification Agreement) to indemnify the current sponsors and their affiliates (each, a Indemnitee) from any claims made by the Company or a third party in respect of any investment opportunities sourced by an Indemnitee, any liability arising with respect to an Indemnitees activities in connection with the Companys affairs, and that are provided without a separate written agreement between the Company and any Indemnitee. Such indemnity will provide that the Indemnitees cannot access the funds held in the Companys trust account. Also on June 20, 2024, in connection with the Closing of the Securities Transfer Transaction, Jin-Goon Kim resigned as the CEO and the interim CFO of the Company, and remained as the chairman of Board of the Company. Vikas Desai was appointed as the CEO and a director of the Company, and Merrick Friedman was appointed as the CFO of the Company. Enrique Klix was appointed as an independent director of the Company, and Young Cho was appointed as an independent director of the Company. On December 27, 2024, Vikas Desai resigned as the CEO and a director of the Company; Merrick Friedman resigned as the CFO of the Company; Donghyun Han resigned as an independent director of the Company; Christina Favilla was appointed as an independent director of the Company; Niraj Javeri was appointed as an independent director of the Company; and Young Cho was appointed as the CEO of the Company. On January 3, 2025, Kwong Cho Ho was appointed as the CFO of the Company. Mizuho Deferred Underwriting Fee Waiver The underwriters in our IPO, of which Mizuho served as the representative, agreed to defer $8,650,000 in underwriting fees payable, which fees are payable upon the completion of our initial business combination (Deferred Underwriting Fees). In May 2024, we entered into a certain waiver with Mizuho (Mizuho Waiver), pursuant to which Mizuho agreed to waive the Deferred Underwriting Fees and agreed to forfeit all of the 300,300 founder shares it received as compensation in connection with the IPO. The Company believes that Mizuho was acting as the 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 statements of changes in shareholders deficit. Change in Auditor On June 27, 2024, the Company dismissed Marcum Asia as its independent registered public accounting firm to audit the Companys financial statements, effective immediately. The dismissal of Marcum Asia was approved by the Companys Audit Committee. On June 28, 2024, the Company engaged Withum as its new independent registered public accounting firm. The engagement of Withum was approved by Audit Committee. Delisting from Nasdaq On December 2, 2024, the Company received a notice from the staff of the Listing Qualifications Department of The Nasdaq Stock Market LLC (Nasdaq) stating that because the Company had not completed an initial business combination within 36 months of the effective date of its registration statement in connection with its IPO, it was not in compliance with Nasdaq listing rule IM 5101-2, and was therefore subject to delisting. Trading in the Companys securities on Nasdaq was suspended at the opening of business on December 9, 2024, and trading of the Companys securities on the over-the-counter market commenced shortly thereafter. Termination of Verde Bioresins Merger 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, but disputed the grounds for the termination of the Merger Agreement. As a result of the agreed upon termination of the Merger Agreement, the Acquiror Support Agreement entered among the Company, Verde and the former sponsor dated June 21, 2023, the Company Support Agreement between Humanitario Capital LLC, the Company and Verde dated June 21, 2023, and Sponsor Share Restriction Agreement entered among the Company, Verde and the former sponsor dated June 21, 2023, automatically terminated. The Company has continued to evaluate other possible business combination targets. 22 Results of Operations We have neither engaged in any operations nor generated any revenues to date. Our only activities from inception through December 31, 2025 were organizational activities and those necessary to prepare for the IPO and, since the completion of our IPO, searching for a target to consummate an initial business combination and activities in connection with our proposed business combinations, including the Business Combination. 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 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 year ended December 31, 2025, we had net loss of $14,782,020, which was primarily due to the change in fair value of derivative warrant liabilities of $14,336,209 and general and administrative costs of $1,298,834 partially offset by interest income on funds held in Trust of $725,255, and forgiveness of debt of $127,768. For the year ended December 31, 2024, we had net income of $1,986,072, which was primarily due to interest income on funds held in Trust of $2,598,427, and forgiveness of debt of $623,776 partially offset by a change in fair value of derivative warrant liabilities of $104,694 and general and administrative costs of $1,131,437. Liquidity and Capital Resources On December 3, 2021, we consummated our IPO of 20,000,000 units at a price of $10.00 per unit, generating gross proceeds of $200,000,000. Simultaneously with the closing of our IPO, we consummated the sale of 10,659,500 private placement warrants to our sponsor at a price of $1.00 per private placement warrant generating gross proceeds of $10,659,500. On December 8, 2021, we consummated the closing of the sale of an additional 3,000,000 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 warrant (Additional Private Placement Warrants) to our 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 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 with Mizuho (Mizuho Waiver), pursuant to which Mizuho agreed to waive the Deferred Underwriting Fees and agreed to forfeit all of the 300,300 founder shares it received as compensation in connection with the IPO. We believe that Mizuho was acting as the representative of all of the underwriters on the IPO. The forfeiture of the 300,300 founder shares was completed on June 30, 2025. On February 23, 2023, the Company held an extraordinary general meeting of its shareholders, at which its shareholders approved the amendment to the amended and restated memorandum and articles of association, to, among other things, extend the time it had to complete an initial business combination. In connection therewith, 15,681,818 Class A ordinary shares were rendered for redemption. The Class A ordinary shares were redeemed at a per-share price of approximately $10.40 per share. On October 17, 2023, the Company held an annual general meeting of its shareholders, at which its shareholders approved a further amendment to the amended and restated memorandum and articles of association, to, among other things, extend the time it had to complete an initial business combination. 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, at which its shareholders approved a further amendment to the amended and restated memorandum and articles of association to extent the time it had to complete an initial business combination. In connection therewith, 2,205,658 Class A ordinary shares of the Company 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, at which its shareholders approved, among other things, a further amendment to the amended and restated memorandum and articles of association to extend the time it had to complete an initial business combination. In connection therewith, 3,227,320 public shares were rendered for redemption. The Class A ordinary shares were redeemed at a per-share price of approximately $12.12 per share. 23 As of December 31, 2025, we had cash and investments held in the trust account of $6,344,805. We intend to use substantially all of the funds held in the trust account, including any amounts representing interest earned on the trust account (excluding deferred underwriting commissions), to complete our initial business combination. We may withdraw interest to pay our taxes, if any. To the extent that our equity or debt is used, in whole or in part, as consideration to complete our initial business combination, the remaining proceeds held in the trust account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies. As of December 31, 2025, we had cash held outside the trust account of $77,415 and a working capital deficit of $5,991,280. We intend to use these funds to facilitate the closing of the Business Combination. We have determined that if we are unable to raise additional funds to alleviate liquidity needs or complete a Business Combination by the April 16, 2026 (or such later date as may be extended in accordance with the terms of the Companys amended and restated memorandum and article of association, the Combination Period), then the Company will cease all operations except for the purpose of liquidating. 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 December 31, 2025, 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 founder 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, including our former sponsor and current sponsors, are entitled to make up to three demands, excluding short form demands, that we register such securities. In addition, these holders will have piggy-back registration rights to include their securities in other registration statements filed by the Company. We will bear the expenses incurred in connection with the filing of any such registration statements. ** *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 over-allotment option units of 3,000,000 units, or $8,650,000 in aggregate (the Deferred Underwriting Fees), 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, we entered into a certain waiver with Mizuho (Mizuho Waiver), pursuant to which Mizuho agreed to waive the Deferred Underwriting Fees and agreed to forfeit all of the 300,300 founder shares it received as compensation in connection with the IPO. The Company believes that Mizuho was acting as the 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 statements of changes in shareholders deficit. ** ** 24 ** *Legal Fees* The Company has an agreement in place whereby if its prior legal counsel for the Companys 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 connection with the Securities Transfer Transaction, the Company entered into a waiver with the Companys prior legal counsel on May 2, 2024. 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 ASC 805, Business Combinations, this fee will not be recorded until such time as a Business Combination is consummated. ** *Verde Bioresins Termination Agreement* 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 Verde Extension Loans, 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 Estima**tes and Policies* The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States (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 itscritical accounting estimates: A critical accounting estimate to our financial statements is the estimated fair value of our warrant liabilities and convertible promissory 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. 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. | | ** *Warrant Liabilities* We account for the warrants in accordance with the guidance contained in ASC 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. 25 *Class A Ordinary Shares Subject to Possible Redemption* We account for our ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (ASC) Topic 480 Distinguishing Liabilities from Equity. Class A Ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and is measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that features redemption rights that is 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 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 our financial statements. 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 firms attestation report on our system of internal controls over financial reporting pursuant to Section404, (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 CEOs 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. 26 Item 7A. Quantitative and Qualitative Disclosures About Market Risk. We are a smaller reporting company as defined by Rule12b-2 of the Exchange Act and are not required to provide the information required under this item. Item 8. Financial Statements and Supplementary Data. This information appears following Item 15 of this Annual Report and is included herein by reference. Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. None. Item 9A. 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 SECs 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 December 31, 2025, 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 December 31, 2025, our disclosure controls and procedures were effective, ** *Managements Report on Internal Controls Over Financial Reporting* Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)). Under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, we have conducted an evaluation of the effectiveness of our internal control over financial reporting based on criteria established in the framework in Internal ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework). Based on our evaluation, we concluded that our internal control over financial reporting is effective as of December 31, 2025. This Annual Report does not include an attestation report of internal controls from our independent registered public accounting firm due to our status as an emerging growth company. ** *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 the Annual Report on Form 10-K that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Item 9B. Other Information. None. Item 9C. Other Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. Not applicable 27 PARTIII Item 10. Directors, Executive Officers and Corporate Governance. Officers and Directors As of the date of this Annual Report, our officers and directors were as follows: | | | | | | | | Name | | Age | | Position | | | Jin-Goon Kim | | 58 | | Chairman; Director | | | Young Cho | | 50 | | Chief Executive Officer; Executive Director | | | Kwong Cho Ho | | 39 | | Chief Financial Officer | | | Christina Favilla | | 58 | | Independent Director | | | Enrique Klix | | 57 | | Independent Director | | | Niraj Javeri | | 44 | | Independent Director | | *Jin-Goon Kim, Chairman* Mr.Jin-Goon Kim is our Founder and has been the Chairman of the Board since the Companys founding. Mr. Kim also served as the Companys Chief Executive Officer from its founding until June 19, 2024. Mr. Kim has two decades of senior leadership experience in private equity investment and as a serial transformational CEO in industry leading public and private companies. He has made important industry contributions and notable achievements as a CEO, which have been recognized by the Outstanding Growth award at the 2009 TPG Annual CEO Conference, 2009 Dealership Group of the Year and 2012 Most Innovative Business Model from 21st Century Media Group, a leading Chinese financial media group, and 2010 Top Ten Men of the Year in the Auto Retail Industry in a forum co-sponsored by top Chinese media and industry associations. Immediately prior to founding TLGY Holdings LLC in May2021, Mr.Kim focused on global, high growth investments with strong potential to benefit from attractive emerging macro trends and in which he could apply his experience implementing business transformation to drive value creation. Currently, Mr. Kim serves as the sole director of Longhua Innovation Capital Limited. Since 2018, Mr.Kim has served as an independent director of the board and on the nomination committee of DongDu International Group. From 2006 to 2016 Mr.Kim was with TPG Capital, a leading global private equity firm, where he served as a Partner and a member of its Asia investment review committee. In his capacity as a TPG partner, Mr.Kim also served as a CEO or transformation leader of multiple TPG portfolio companies, often in parallel. Mr.Kims investment and operational focus was co-leading TPGs four major transformational investments across Chinas core consumer sectors. Each of the four investments had a differentiated value creation angle in the form of a disruptive business model and/or technology; they collectively returned well over a billion dollars to TPGs investors (namely, about US$700 million from China Grand Auto, roughly US$700 million from Unitrust, and over US$200 million collectively for Li Ning and Daphne). From 2012 to 2014, Mr.Kim served as CEO and Vice Chairman of Li Ning Company Limited, a leading sportswear brand in China with more than US$2 billion of annual sales in 2020, where he devised and launched a brand transformation that helped salvage the company from financial distress and laid the foundation for its ultimate revival as a leading brand and a company that today has a market capitalization greater than US$30 billion. Mr.Kim served from 2011 to 2015 as a Board member of Daphne International Holdings Limited, a leading womens footwear brand in China, where he led the shoe industrys first successful wholesale implementation of fast retail and digitization of supply chain management that sharply uplifted sales, profits, and market capitalization of what had been a stagnant business prior to his engagement. Mr.Kim from 2007 to 2011 served as CEO and Vice Chairman of China Grand Automotive Services Group Co. Ltd, during which time he helped pioneer the companys retail roll-up in China and the digitization of the companys management system to grow the companys sales by seven times and to take it from a #11 mid-size platform in China to the #1 auto retail and services company both in China and in the world. Within a few years thereafter, the company listed on the Shanghai Stock Exchange and reached a market capitalization of approximately US$15 billion. Mr.Kim also served from 2009 to 2010 as a Board member of UniTrust Group, a leading Chinese independent equipment leasing company, during which time he helped build a management team and formulate a new strategy that transformed a start-up operation into a large sector leader that would eventually list on the Hong Kong Stock Exchange at a market capitalization of approximately US$2 billion. Before joining TPG Capital, Mr.Kim served from 2002 to 2006 as President of Dell Korea, the Korean affiliate of Dell, a global leader in hardware, software and services with more than $60 billion in annual sales in 2020. He successfully led the implementation of Dells direct model in Korea for the first time, thereby firmly establishing Dell as a leading player in a market where it had previously struggled to secure a meaningful market presence or to build a profitable business. Mr.Kim served from 2000 to 2002 as a Vice President of Internet Business Capital Corporation, a Cambridge, Massachusetts based early-stage venture capital firm that helped found or participated in early investments in successful ventures including Cambridge Technology Partners and Razorfish. Mr.Kim started his career in 1996 in the Seoul and Boston offices of McKinsey& Company, a global management consultancy. Mr.Kim earned an MPP from the Kennedy School of Government at Harvard College, a diploma from the Hopkins-Nanjing Centre, and an AB in East Asian Languages and Civilizations and Government from Harvard College. ** ** 28 ** *Young Cho, Chief Executive Officer, Executive Director* Young Cho is our Chief Executive Officer and serves on its Board of Directors as a Director. Mr. Cho was an independent director of the Company from June 20, 2024 until he became the Chief Executive Officer on December 27, 2024. Mr. Cho has also served as the Chief Executive Officer and a director of SC Assets since July 2025. Mr. Cho is currently the CEO of CiNKO, a cross-border payments app serving users in Latin America, which he joined in June 2025. Mr. Cho has also served as a director of AVAX One Technology Ltd. (Nasdaq: AVX) since November 2025. From August 2022 to January 2024, Mr. Cho served as chief financial officer of Swirlds Labs, which performs software development. Prior to Swirlds Labs, Mr. Cho was chief financial officer of Hedera Hashgraph LLC, a proof-of-stake public network powered by hashgraph consensus, where he served from April 2021 to August 2022. While at Hedera, Mr. Cho served as the chief financial officer and a member of the board of directors of Mount Rainier Acquisition Corp. (Nasdaq: RNER), a Nasdaq listed SPAC that acquired HUB Cyber Security for $1.2 billion in 2023, from February 2021 to March 2023. Prior to Hedera, Mr. Cho was Chief Investment Officer of Abra, a digital consumer wallet where users can buy, sell and earn rewards on their cryptocurrency holdings, from April 2020 to April 2021. Prior to entering the digital asset industry, Mr. Cho held several positions in investment banks. Mr. Cho was an Executive Director at UBS Private Finance from March 2010 to May 2012, responsible for originating loans for M&A, capex, and working capital for medium sized private companies and for Ultra HNW clients. Prior to UBS, Mr. Cho was co-founder and Managing Director at Newtonian Capital, a multi-strategy hedge fund focusing on event-driven strategies based in Hong Kong. Prior to Newtonian, Mr. Cho was a Director at Citigroup Global Special Situations Group, where he invested Citigroups proprietary capital in the debt and equity of distressed corporates and special situation investments. Mr. Cho started his career as an analyst at Salomon Brothers Fixed Income Quantitative Research group. Mr. Cho has a BS in Electrical Engineering from Cornell, a Masters in Financial Engineering from Cornell, and a MPA in Economic Policy Management from Columbia. ** *Kwong Cho-Ho, Chief Financial Officer* Mr. Cho-Ho Kwong has been our Chief Financial Officer since January 3, 2025. Mr. Kwong had an extensive career with Deloitte & Touche (Deloitte) in London and Hong Kong, a global consulting firm, from 2009 to 2021. At Deloitte, he was a Director of the Cross Broader M&A Advisory Group. Mr. Kwong is a qualified ICAEW Chartered Accountant. Mr. Kwong holds a degree in Accounting and Finance from the University of Manchester in England. ** *Christina Favilla, Independent Director* Christina Favilla has been an independent director since December 27, 2024. Ms. Favilla is an independent board member for Priority Technology Holdings (Nasdaq: PRTH), Opportunity Financial (NYSE: OPFI) and Citizens State Bank of Ouray Colorado, where she is a member of Audit and Compensation Committees and Chair of the Nominating and Governance Committee. Ms. Favilla previously served as a board member of Mount Rainier Acquisition Corp., a special purpose acquisition company (Nasdaq: RENR), until its business combination in February 2023. As an advisor to accomplished Fintech companies, in public and private markets, focused on the financial services and payments industry, Ms. Favilla joined Ocrolus, in September 2020, one of the fastest growing Fintech companies in the U.S., blending financial documentation and machine learning. Ms. Favilla from July 2017 to September 2019 was the Chief Operating Officer of Sterling National Bank and from February 2012 to June 2017, the Chief Operating Officer of GE Capital North America, a financial segment of General Electric Company, representing $100 billion in served assets across Canada, Mexico and the United States. Ms. Favilla combined her people leadership and process disciplines and regulatory background to safely process over 3 million financial transactions each year. Ms. Favilla led a diverse team of 2,500 people across 33 locations and interacted with over 20,000 vendors. Ms. Favilla was a key member of the divestiture team at GE, leading the separation activities of the largest corporate reorganization in US market history. Prior to joining GE Capital, Ms. Favilla served as President of Bank of New Castle and President of Discover Bank, the banking arm of Discover Financial Services, offering online banking, credit card and home loan services, from 2006 through 2012. As President of Discover Bank, Ms. Favilla deployed the funding strategy to successfully launch the initial public offering of Discover Financial Services from Morgan Stanley. Ms. Favilla is a former board member of the American Bankers Association Government Relations Committee and Banking Council in Washington DC. Ms. Favillas community and not for profit engagements include chair of the Delaware Financial Literacy Institute, Delaware Chamber of Congress, Delaware Bankers Association and Danbury Chamber of Congress. Ms. Favilla received her Bachelors degree in International Studies from Marymount College and received a Masters degree in Business Administration from Fordham University. TLGY believes Ms. Favilla is qualified to serve on its board based on her academic and practical experience in the areas of finance, compensation, and corporate governance. ** ** 29 ** *Enrique Klix, Independent Director* Enrique Klix has been an independent director since December 27, 2024. Mr. Klix has served as Chief Executive Officer and a director of Integral Acquisition Corporation 1 (OTCPK: INTE), a special purpose acquisition company (Integral), since its inception in February 2021. In June 2025, he also assumed the role of Chief Financial Officer. The securities of Integral Acquisition Corporation 1 are quoted on the OTC Pink Market. Mr. Klix has significant international experience after being based in Australia, Europe, and Latin America for more than 30 years. Mr. Klix has a track record of successfully leading and advising corporations and governments on turnarounds, divestitures and acquisitions, capital market transactions, operational and financial restructuring, and greenfield start-ups with an aggregate value in excess of $30 billion. Between January 2019 and July 2020, Mr. Klix served as Orora Cartons Australias General Manager (ASX: ORA). Under his leadership, the business went through a successful operational, commercial, and financial turnaround before being sold to Nippon Paper. Between 2014 and 2016, Mr. Klix served as Senior Vice President at McKinsey & Co.s recovery and transformation division in Australia and New Zealand. Mr. Klix also served as Chief Financial Officer and Deputy Chief Executive Officer of McColls Transport between 2009 and 2014. Under his tenure, McColls Transport was recognized as the Turnaround of the Year in 2012 by the Turnaround Management Association, before being sold to a private equity consortium led by Kohlberg Kravis Roberts & Co. Mr. Klix was an investor in TrademarkVision, an Australian company that utilized image recognition and artificial intelligence technology for trademark searches and protection. In 2018 TrademarkVision was acquired by Clarivate Analytics (NYSE: CLVT), and Mr. Klix was instrumental in supporting the company through the acquisition. He is an active seed and pre-initial public offering investor in Australia and other geographies, including minority equity stakes in Groundfloor (Last K Ventures Pty. Ltd.) and Miso Robotics. Prior to moving to Australia, Mr. Klix worked for ten years as an investment banker for Salomon Smith Barney (now Citigroup (NYSE: C)) and Dresdner Kleinwort Benson in London focused on servicing telecommunications companies across Europe on divestitures and acquisitions, and debt and equity capital markets transactions. Mr. Klix also played lead roles in the initial and secondary public offerings of many energy, telecommunications and beverage companies such as Enel S.p.A. (BIT: ENEL), Energias de Portugal, S.A. (ELI: EDP), and CompaaCerveceras Unidas, S.A. (NYSE: CCU). Mr. Klix is also a director of Klix II Pty. Ltd. Mr. Klix holds a degree in Economics from the Universidad Catlica Argentina and an MBA from the University of Cambridge in England. ** *Niraj Javeri, Independent Director* Niraj Javeri has been an independent director since December 27, 2024. Mr. Javeri is currently the Chief Financial Officer at Lancium Inc, an energy technology company building infrastructure and technical solutions that enable gigawatt scale data centers to be built on its campuses. He is based in San Francisco, California. Previously, Mr. Javeri was the Vice President of Strategy at Zymergen, a science and material innovation company. Mr. Javeri also served as a director of Integral from November 2021 until June 2025. Between 2010 and 2019. Mr. Javeri worked for Kohlberg Kravis Roberts & Co. (KKR) (NYSE: KKR) in New York, Sydney, and San Francisco as part of the Special Situations team, where he sourced, diligenced, executed, and monitored investments made across a number of funds managed by KKR. Previously, Mr. Javeri was with One East Partners in London and New York, where he invested across industries in event-driven and value equities, distressed debt, and private deals. Prior to that, he worked at Goldman Sachs & Co in the Principal Investment Area where he worked on private equity investments, and at Deutsche Bank in both the Leveraged Finance and Technology investment banking groups. Mr. Javeri received a B.S. from Cornell University in Electrical and Computer Engineering, and an M.S. from Stanford University in Management Science and Engineering. Number and Terms of Office of Officers and Directors Our board of directors consists of five members. Each director will be up for reelection at the next annual meeting of the Companys shareholders. Only holders of Class B ordinary shares will have the right to appoint directors in any general meeting held prior to or in connection with the completion of our initial business combination. Holders of our public shares will not have the right to appoint any directors to our board of directors prior to our initial business combination. Our officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office. Our board of directors is authorized to appoint officers as it deems appropriate pursuant to our amended and restated memorandum and articles of association. Director Independence We were listed on Nasdaq from our IPO until December 9, 2024 and we still follow Nasdaqs listing standards with regard to director independence and board committee composition. Nasdaq listing standards require that a majority of our board of directors be independent, subject to phase-in rules and a limited exception. Under the Nasdaq listing standards, an independent director is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship with the company which in the opinion of the companys board of directors, could interfere with the directors exercise of independent judgment in carrying out the responsibilities of a director. Our board of directors has determined that each of Ms. Christina Favilla, Mr. Enrique Klix and Mr. Niraj Javeri is an independent director as defined in the Nasdaq listing standards and applicable SEC rules. 30 Officer and Director Compensation A monthly fee of $3,000 was payable to Steven Norman as remuneration for his role as CFO and Co-President from December 3, 2021 until his resignation from such positions on March 28, 2024. Other than the foregoing, none of our officers or directors have received any cash compensation for services rendered to us in 2025.Our sponsor, officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee reviews on a quarterly basis all payments that were made to our sponsors, officers or directors, or our or their affiliates. Any such payments prior to an initial business combination will be made from funds held outside the trust account. Other than quarterly audit committee review of such reimbursements, we do not expect to have any additional controls in place governing our reimbursement payments to our directors and officers for their out-of-pocket expenses incurred in connection with our activities on our behalf in connection with identifying and consummating an initial business combination. Other than these payments and reimbursements, no compensation of any kind, including finders and consulting fees, will be paid by the company to our sponsor, officers and directors, or any of their respective affiliates, prior to completion of our initial business combination. After the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting or management fees from the combined company. All of these fees will be fully disclosed to shareholders, to the extent then known, in the proxy solicitation materials or tender offer materials furnished to our shareholders in connection with a proposed initial business combination. We have not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of management. It is unlikely the amount of such compensation will be known at the time of the proposed initial business combination, because the directors of the post-combination business will be responsible for determining officer and director compensation. Any compensation to be paid to our officers will be determined, or recommended to the board of directors for determination, either by a compensation committee constituted solely by independent directors or by a majority of the independent directors on our board of directors. We do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation of our initial business combination, although it is possible that some or all of our officers and directors may negotiate employment or consulting arrangements to remain with us after our initial business combination. The existence or terms of any such employment or consulting arrangements to retain their positions with us may influence our managements motivation in identifying or selecting a target business but we do not believe that the ability of our management to remain with us after the consummation of our initial business combination will be a determining factor in our decision to proceed with any potential business combination. We are not party to any agreements with our officers and directors that provide for benefits upon termination of employment. Committees of the Board of Directors Our board of directors has three standing committees: an audit committee, a compensation committee and a nominating and corporate governance committee. Subject to phase-in rules and limited exceptions, the rules of Nasdaq and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors. Subject to phase-in rules and limited exceptions, the rules of Nasdaq require that the compensation committee and the nominating committee of a listed company be comprised solely of independent directors. Each operates under a charter that has been approved by our board and has the composition and responsibilities described below. The charter of each committee is available on our website www.tlgyacquisition.com. ** *Audit Committee* Ms. Christina Favilla, Mr. Enrique Klix and Mr. Niraj Javeri serve as members of our audit committee. Mr. Niraj Javeri serves as the chair of the audit committee. Under Nasdaq listing standards and applicable SEC rules, all the directors on the audit committee must be independent. Each member of the audit committee is financially literate and our board of directors has determined that Niraj Javeri qualifies as an audit committee financial expert as defined in applicable SEC rules and has accounting or related financial management expertise. 31 We have adopted an audit committee charter, which details the principal functions of the audit committee, including: | | assisting board oversight of (1) the integrity of our financial statements, (2) our compliance with legal and regulatory requirements, (3) our independent auditors qualifications and independence, and (4) the performance of our internal audit function and independent auditors; the appointment, compensation, retention, replacement, and oversight of the work of the independent auditors and any other independent registered public accounting firm engaged by us; | | | | pre-approving all audit and non-audit services to be provided by the independent auditors or any other registered public accounting firm engaged by us, and establishing pre-approval policies and procedures; reviewing and discussing with the independent auditors all relationships the auditors have with us in order to evaluate their continued independence; | | | | setting clear policies for audit partner rotation in compliance with applicable laws and regulations; obtaining and reviewing a report, at least annually, from the independent auditors describing (1) the independent auditors internal quality-control procedures and (2) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues; | | | | meeting to review and discuss our annual audited financial statements and quarterly financial statements with management and the independent auditor, including reviewing our specific disclosures under Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations; reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction; and; | | | | reviewing with management, the independent auditors, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities; | | ** *Compensation Committee* Ms. Christina Favilla, Mr. Enrique Klix and Mr. Niraj Javeri serve as members of our compensation committee. Mr. Enrique Klix serves as the chair of the compensation committee. We have adopted a compensation committee charter, which details the principal functions of the compensation committee, including: | | reviewing and approving on an annual basis the corporate goals and objectives relevant to our chief executive officers compensation, evaluating our chief executive officers performance in light of such goals and objectives and determining and approving the remuneration (if any) of our chief executive officers based on such evaluation; | | | | reviewing and making recommendations to our board of directors with respect to the compensation, and any incentive compensation and equity based plans that are subject to board approval of all of our other officers; | | | | reviewing our executive compensation policies and plans; | | | | implementing and administering our incentive compensation equity-based remuneration plans; | | | | assisting management in complying with our proxy statement and annual report disclosure requirements; | | | | approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our officers and employees; | | | | producing a report on executive compensation to be included in our annual proxy statement; and | | | | reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors. | | 32 Notwithstanding the foregoing, other than as indicated above, no compensation of any kind, including finders, consulting or other similar fees, will be paid to any of our existing shareholders, founder, officers, directors or any of their respective affiliates, prior to, or for any services they render in order to effectuate the consummation of an initial business combination. Accordingly, it is likely that prior to the consummation of an initial business combination, the compensation committee will only be responsible for the review and recommendation of any compensation arrangements to be entered into in connection with such initial business combination. The charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, independent legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by the Nasdaq and the SEC. ** *Nominating and Corporate Governance Committee* Ms. Christina Favilla, Mr. Enrique Klix and Mr. Niraj Javeri serve as members of our nominating and corporate governance committee. Ms. Christina Favilla serves as the chair of the nominating and corporate governance committee. We have adopted a nominating and corporate governance committee charter, which details the principal functions of the nominating and corporate governance committee, including: | | identifying, screening and reviewing individuals qualified to serve as directors, consistent with criteria approved by the board, and recommending to the board of directors candidates for nomination for appointment at the annual general meeting or to fill vacancies on the board of directors; | | | | developing and recommending to the board of directors and overseeing implementation of our corporate governance guidelines; | | | | coordinating and overseeing the annual self-evaluation of the board of directors, its committees, individual directors and management in the governance of the company; and | | | | reviewing on a regular basis our overall corporate governance and recommending improvements as and when necessary. | | The charter also provides that the nominating and corporate governance committee may, in its sole discretion, retain or obtain the advice of, and terminate, any search firm to be used to identify director candidates, and will be directly responsible for approving the search firms fees and other retention terms. We have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating nominees for director, the board of directors considers educational background, diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our shareholders. Prior to our initial business combination, holders of our public shares will not have the right to recommend director candidates for nomination to our board of directors. ** *Compensation Committee Interlocks and Insider Participation* None of our officers currently serves, or in the past year has served, as a member of the compensation committee of any entity that has one or more officers serving on our board of directors. Section16(a)Beneficial Ownership Reporting Compliance Section 16(a) of the Exchange Act requires our officers, directors and persons who beneficially own more than 10% of our ordinary shares to file reports of ownership and changes in ownership with the SEC. These reporting persons are also required to furnish us with copies of all Section 16(a) forms they file. Based solely upon a review of such forms, during the year ended December 31, 2025, each of Christina Favilla, Niraj Javeri and Jonathan Kwong failed to timely file a Form 3. 33 Code of Business Conduct and Ethics, Insider Trading Policy and Committee Charters We have adopted a Code of Business Conduct and Ethics applicable to our directors, officers and employees. We have filed a copy of our Code of Business Conduct and Ethics as an exhibit to this Annual Report. You will be able to review this document by accessing our public filings at the SECs web site at www.sec.gov. In addition, a copy of the Code of Business Conduct and Ethics and the charters of the committees of our board of directors will be provided without charge upon request from us. If we make any amendments to our Code of Business Conduct and Ethics other than technical, administrative or other non-substantive amendments, or grant any waiver, including any implicit waiver, from a provision of the Code of Business Conduct and Ethics applicable to our principal executive officer, principal financial officer principal accounting officer or controller or persons performing similar functions requiring disclosure under applicable SEC or other rules, we will disclose the nature of such amendment or waiver on our website, www.tlgyacquisition.com. The information included on our website is not incorporated by reference into this Annual Report or in any other report or document we file with the SEC, and any references to our website are intended to be inactive textual references only. We also have an insider trading and dissemination of insider information policy governing the purchase, sale, and other disposition of our securities by our directors, officers, and employees as well as by the Company that we believe is reasonably designed to promote compliance with insider trading laws, rules, and regulations and listing standards applicable to the Company. A copy of our insider trading policy is filed as Exhibit 19 to this Annual Report. Conflicts of Interest Under Cayman Islands law, directors and officers owe the following fiduciary duties: | | duty to act in good faith in what the director or officer believes to be in the best interests of the company as a whole; | | | | duty to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose; | | | | directors should not improperly fetter the exercise of future discretion; | | | | duty to exercise powers fairly as between different sections of shareholders; | | | | duty not to put themselves in a position in which there is a conflict between their duty to the company and their personal interests; and | | | | duty to exercise independent judgment. | | In addition to the above, directors also owe a duty of care which is not fiduciary in nature. This duty has been defined as a requirement to act as a reasonably diligent person having both the general knowledge, skill and experience that may reasonably be expected of a person carrying out the same functions as are carried out by that director in relation to the company and the general knowledge skill and experience of that director. As set out above, directors have a duty not to put themselves in a position of conflict and this includes a duty not to engage in self-dealing, or to otherwise benefit as a result of their position. However, in some instances what would otherwise be a breach of this duty can be forgiven and/or authorized in advance by the shareholders provided that there is full disclosure by the directors. This can be done by way of permission granted in the memorandum and articles of association or alternatively by shareholder approval at general meetings. Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to other entities, including affiliates of our sponsor and to certain companies in which such officers or directors have invested or will invest. Subject to his or her fiduciary duties under Cayman Islands law, none of our officers and directors who are also officers of our sponsor and/or employees of its affiliates have any obligation to present us with any opportunity for a potential business combination of which they become aware. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she may honor his or her fiduciary or contractual obligations to present such business combination opportunity to such entity, subject always to their fiduciary duties under Cayman Islands law. Our amended and restated memorandum and articles of association provides that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of the company and it is an opportunity that we are able to complete on a reasonable basis. We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our initial business combination. 34 Below is a table summarizing the entities to which our officers and directors currently have fiduciary duties or contractual obligations: | Individual | | Entity | | Type of Business | | Affiliation | | | | Jin-Goon Kim | | DongDu International Group | | Real estate | | Independent Director of the board and serves in the nomination committee | | | | | | | | | | | | | | | | Longhua Innovation Capital Limited | | Investment holding | | Sole director | | | | | | | | | | | | | | | | TLGY Holdings LLC | | Investment holding | | Manager | | | | | | | | | | | | | | | | TLGY Sponsors LLC | | Investment holding | | Manager of its Manager, TLGY Holdings LLC | | | | | | | | | | | | | | Young Cho | | Secure Transactions Inc. (dba CiNKO) | | Payments | | Chief Executive Officer and Director | | | | | | | | | | | | | | | | StablecoinX Assets inc. | | Technology | | Chief executive Officer, Director | | | | | | | | | | | | | | | | StablecoinX Inc | | Technology | | Chief executive Officer, Director | | | | | | | | | | | | | | | | AVAX One Technology Ltd | | Technology | | Director, (member of Audit committee, chair of compensation committee) | | | | | | | | | | | | | | Christina Favilla | | Priority Technology Holdings | | Payments | | Member of Audit and Compensation Committees and Chair of the Nominating and Governance Committee | | | | | | | | | | | | | | | | Opportunity Financial | | Consumer lending | | Member of Audit and Compensation Committees and Chair of the Nominating and Governance Committee | | | | | | | | | | | | | | | | Citizens State Bank of Ouray Colorado | | Banking | | Director | | | | | | | | | | | | | | | | Ocrolus | | Fintech | | Director | | | | | | | | | | | | | | Enrique Klix | | Integral Acquisition Corporation 1 | | SPAC | | Chief Executive Officer, Chief Financial Officer, Director | | | | | | | | | | | | | | | | Klix II Pty. Ltd. | | Consulting and investment | | Director | | | | | | | | | | | | | | Niraj Javeri | | Lancium Inc | | energy technology | | Chief Financial Officer | | | Potential investors should also be aware of the following other potential conflicts of interest: | | Our officers and directors are not required to, and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our operations and our search for a business combination and their other businesses. We do not intend to have any full-time employees prior to the completion of our initial business combination. Each of our officers is engaged in several other business endeavors for which he may be entitled to substantial compensation, and our officers are not obligated to contribute any specific number of hours per week to our affairs. | | 35 | | Our initial founder shareholders purchased founder shares prior to the date of this Annual Report and purchased private placement warrants in a transaction that closed simultaneously with the closing of our IPO. Our sponsors, officers, directors and other founder shareholders have, pursuant to written agreements with us, agreed to waive their redemption rights with respect to their founder shares and (other than with respect to the representative of the underwriters) public shares in connection with the completion of our initial business combination. Additionally, our sponsors, officers, directors and other founder shareholders have agreed to, pursuant to written agreements with us, waive their rights to liquidating distributions from the trust account with respect to their founder shares if we fail to complete our initial business combination within the prescribed time frame. If we do not complete our initial business combination within the prescribed time frame, the private placement warrants will expire worthless. Furthermore, our sponsors, officers, directors and other founder shareholders have agreed, pursuant to written agreements with us, not to transfer, assign or sell any of their founder shares and any Class A ordinary shares issuable upon conversion thereof until the earlier to occur of: (i) one year after the completion of our initial business combination or (ii) the date following the completion of our initial business combination on which we complete a liquidation, merger, share exchange or other similar transaction that results in all of our shareholders having the right to exchange their ordinary shares for cash, securities or other property. Notwithstanding the foregoing, if the closing price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, the founder shares will be released from the lockup. The private placement warrants (including the Class A ordinary shares issuable upon exercise of the private placement warrants) will not be transferable until 30 days following the completion of our initial business combination. Because each of our officers and directors will own ordinary shares or warrants directly or indirectly, they may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. | | | | Our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. | | | | Certain individuals involved in our acquisition process, including our founder Jin-Goon Kim, do not have fiduciary or contractual duties to us that prevent them from presenting business opportunities to other entities or otherwise acting against our best interests. Their fiduciary and contractual duties to other entities may present a conflict of interest. | | | | Our officers and major stockholders have a conflict of interest with respect to the Business Combination. Shareholders are urged to review the registration statement on Form S-4 filed by StablecoinX with the SEC in connection with the Business Combination for more details on such conflicts of interests. | | We are not prohibited from pursuing an initial business combination with a business combination target that is affiliated with our founder, sponsors, officers or directors or completing the business combination through a joint venture or other form of shared ownership with our founder, sponsors, officers or directors. In the event that we seek to complete our initial business combination with a business combination target that is affiliated with our founder, sponsors, officers or directors, we, or a committee of independent directors, would obtain an opinion from an independent investment banking which is a member of FINRA or a valuation or appraisal firm, that such initial business combination is fair to our company from a financial point of view. We are not required to obtain such an opinion in any other context. Furthermore, in no event will our sponsor or any of our existing officers or directors, or any of their respective affiliates, be paid by the company any finders fee, consulting fee or other compensation prior to, or for any services they render in order to effectuate, the completion of our initial business combination, other than the monthly fee of $3,000 payable to Steven Norman as remuneration for his role as CFO and Co-President from December 3, 2021 until his resignation from such positions on March 28, 2024. We cannot assure you that any of the above mentioned conflicts will be resolved in our favor. In the event that we submit our initial business combination to our public shareholders for a vote, our sponsors, officers, directors and other founder shareholders have, pursuant to written agreements with us, agreed to vote their founder shares, and they and the other members of our management team have agreed to vote their founder shares and any shares purchased during or after the IPO in favor of our initial business combination. 36 Limitation on Liability and Indemnification of Officers and Directors Cayman Islands law does not limit the extent to which a companys memorandum and articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against willful default, fraud or the consequences of committing a crime. Our amended and restated memorandum and articles of association provide for indemnification of our officers and directors to the maximum extent permitted by law, including for any liability incurred in their capacities as such, except through their own actual fraud, willful default or willful neglect. We have purchased a policy of directors and officers liability insurance that insures our officers and directors against the cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify our officers and directors. Our officers and directors have agreed to waive any right, title, interest or claim of any kind in or to any monies in the trust account, and have agreed to waive any right, title, interest or claim of any kind they may have in the future as a result of, or arising out of, any services provided to us and will not seek recourse against the trust account for any reason whatsoever. Accordingly, any indemnification provided will only be able to be satisfied by us if (i)we have sufficient funds outside of the trust account or (ii)we consummate an initial business combination. Our indemnification obligations may discourage shareholders from bringing a lawsuit against our officers or directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against our officers and directors, even though such an action, if successful, might otherwise benefit us and our shareholders. Furthermore, a shareholders investment may be adversely affected to the extent we pay the costs of settlement and damage awards against our officers and directors pursuant to these indemnification provisions. We believe that these provisions, the insurance and the indemnity agreements are necessary to attract and retain talented and experienced officers and directors. Item 11. Executive Compensation. A monthly fee of $3,000 was payable to Steven Norman as remuneration for his role as CFO and Co-President from December 3, 2021 until his resignation from such positions on March 28, 2024. Mr. Norman is no longer be paid any monthly fee. In addition, our sponsor, officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee will review on a quarterly basis all payments that were made to our sponsor, officers or directors, or our or their affiliates. Any such payments prior to an initial business combination will be made from funds held outside the trust account. Other than quarterly audit committee review of such reimbursements, we do not expect to have any additional controls in place governing our reimbursement payments to our directors and officers for their out-of-pocket expenses incurred in connection with our activities on our behalf in connection with identifying and consummating an initial business combination. Other than these payments and reimbursements, no compensation of any kind, including finders and consulting fees, will be paid by the company to our sponsor, officers and directors, or any of their respective affiliates, prior to completion of our initial business combination. After the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting or management fees from the combined company. All of these fees will be fully disclosed to shareholders, to the extent then known, in the proxy solicitation materials or tender offer materials furnished to our shareholders in connection with a proposed initial business combination. We have not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of management. It is unlikely the amount of such compensation will be known at the time of the proposed initial business combination, because the directors of the post-combination business will be responsible for determining officer and director compensation. Any compensation to be paid to our officers will be determined, or recommended to the board of directors for determination, either by a compensation committee constituted solely by independent directors or by a majority of the independent directors on our board of directors. We do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation of our initial business combination, although it is possible that some or all of our officers and directors may negotiate employment or consulting arrangements to remain with us after our initial business combination. The existence or terms of any such employment or consulting arrangements to retain their positions with us may influence our managements motivation in identifying or selecting a target business but we do not believe that the ability of our management to remain with us after the consummation of our initial business combination will be a determining factor in our decision to proceed with any potential business combination. We are not party to any agreements with our officers and directors that provide for benefits upon termination of employment. 37 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. The following table sets forth information regarding the beneficial ownership of our ordinary shares as of March 31, 2026 with respect to the beneficial ownership of ordinary shares, by: | | each person known by us to be the beneficial owner of more than 5% of our issued and outstanding ordinary shares; | | | | each of our officers and directors; and | | | | all our officers and directors as a group. | | The following table is based on 5,939,587 ordinary shares outstanding on March 31, 2026, of which 5,834,587 were Class A ordinary shares and 105,000 were Class B ordinary shares. Unless otherwise indicated, beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within 60days of the date of this Annual Report. Unless otherwise indicated, TLGY believes that all persons named in the table below have sole voting and investment power with respect to the voting securities beneficially owned by them. | | | Class A | | | Class B | | | | | | | | | Ordinary Shares | | | Ordinary Shares | | | Approximate | | | | | | Number of | | | | | | Number of | | | | | | Percentage of | | | | | | Shares | | | Approximate | | | Shares | | | Approximate | | | Outstanding | | | | | | Beneficially | | | Percentage of | | | Beneficially | | | Percentage of | | | Common | | | | Name and Address of Beneficial Owner | | Owned | | | Class | | | Owned | | | Class | | | Stock | | | | 5% Shareholders | | | | | | | | | | | | | | | | | | CPC Sponsor Opportunities 1, LP (1)(2) | | | 1,653,838 | | | | 28.4 | % | | | 20,030 | | | | 19.1 | % | | | 28.2 | % | | | CPC Sponsor Opportunities 1 (Parallel), LP (1)(3) | | | 1,380,728 | | | | 23.7 | % | | | 16,720 | | | | 15.9 | % | | | 23.5 | % | | | | | | | | | | | | | | | | | | | | | | | | | | Officers and Directors | | | | | | | | | | | | | | | | | | | | | | | Jin-Goon Kim (4) | | | 981,548 | | | | 16.8 | % | | | | | | | | | | | 16.5 | % | | | Young Cho (1) | | | 479,231 | | | | 8.2 | % | | | | | | | | | | | 8.1 | % | | | Kwong Cho Ho (1) | | | 146,268 | | | | 2.5 | % | | | | | | | | | | | 2.5 | % | | | Enrique Klix (1) | | | 20,000 | | | | * | | | | | | | | | | | | | | | | Christina Favilla (1) | | | 20,000 | | | | * | | | | | | | | | | | | | | | | Niraj Javeri (1) | | | 20,000 | | | | * | | | | | | | | | | | | | | | | All executive officers and directors as a group (6 individuals) | | | 1,667,047 | | | | 28.6 | % | | | | | | | | | | | 28.5 | % | | | * | Less than one percent. | | | (1) | The current sponsors agreed to distribute a portion of its shares to the executive officers and the independent directors of TLGY prior to the closing of the Business Combination. This table reflects that distribution since it is expected to take place within 60 days of the date of this Annual Report. | | | (2) | CPC Sponsor Opportunities 1, LP (CPCSO) directly owns 1,653,838 Class A ordinary shares. Carnegie Park Capital LLC (CPC) is the manager of CPCSO and has investment and dispositive power over the shares held by the registered holder. Edward Chen is the Managing Partner of CPC and may be deemed to have voting and investment control with respect to the shares owned by CPCSO. The address of the Managing Partner of CPC is 200 East 94th Street, #2109, New York, New York 10128. | | | (3) | CPC Sponsor Opportunities 1 (Parallel), LP (CPC Parallel) directly owns 1,380,728 Class A ordinary shares. CPC is the manager of CPC Parallel and has investment and dispositive power over the shares held by the registered holder. Edward Chen is the Managing Partner of CPC and may be deemed to have voting and investment control with respect to the shares owned by CPC Parallel. The address of the Managing Partner of CPC is 200 East 94th Street, #2109, New York, New York 10128. | | | (4) | The former sponsor is the record holder of 233,913 Class A ordinary shares reported herein. TLGY Holdings LLC, which is the parent company of the former sponsor (TLGY Holdings) directly owns 408,083 Class A ordinary shares reported herein. The Kim Revocable Family Trust (Kim Family Trust) directly owns 339,552 Class A ordinary shares reported herein. Jin-Goon Kim is the manager of TLGY Holdings, which is the manager of the former sponsor, and has joint voting and investment discretion with respect to the shares held of record by the former sponsor. Jin-Goon Kim is the trustee of the Kim Family Trust and is among the beneficiaries of the trust. Accordingly, the shares held by the former sponsor, TLGY Holdings and the Kim Family Trust may be deemed to be beneficially owned by Jin-Goon Kim. | | 38 Securities Authorized for Issuance Under Equity Compensation Plans None. Changes in Control On April 16, 2024, the Company, the former sponsor, TLGY Holdings LLC, which is the holding company of the former sponsor, the current sponsors, the current sponsors being stakeholders of economic interests in the former sponsor, entered into a securities transfer agreement (Securities Transfer Agreement), pursuant to which, at a closing on June 19, 2024, the current sponsors, for an aggregate purchase price of $1.00, (i) purchased 3,542,305 founder shares from the former sponsor, certain investors who held the founder shares, and three previous independent directors of the Company, and (ii) purchased 3,940,825 private placement warrants from the former sponsor (the Securities Transfer Transaction). On June 19, 2024, in connection with the Securities Transfer Transaction, the Company and the former sponsor entered into a letter agreement (the Termination Letter) terminating the administrative services agreement (the Administrative Services Agreement), dated November 30, 2021, by and between the Company and the former sponsor. Pursuant to the Termination Letter, the Company and the former sponsor agreed to irrevocably release, waive, and forever discharge the Company and its successors or assigns, the former sponsor and its members, directors, advisors, officers and its holding company, from any and all actions, compensations, fees and expenses, obligations and claims of all types and nature, including all sums that may be or have been accrued or outstanding, arising from or in connection with the Administrative Services Agreement. On June 20, 2024, in connection with the Securities Transfer Transaction, the Company and the current sponsors entered into a joinder to a certain letter agreement, dated November 30, 2021 (the Letter Agreement Joinder) and a joinder to a certain registration rights agreement, dated November 30, 2021 (the Registration Rights Agreement). In addition, on June 21, 2024, the Company entered into an agreement (the CPC Funds Indemnification Agreement) to indemnify the current sponsors and their affiliates (each, a Indemnitee) from any claims made by the Company or a third party in respect of any investment opportunities sourced by an Indemnitee, any liability arising with respect to an Indemnitees activities in connection with the Companys affairs, and that are provided without a separate written agreement between the Company and any Indemnitee. Such indemnity will provide that the Indemnitees cannot access the funds held in the Companys trust account. Also on June 20, 2024, in connection with the Closing of the Securities Transfer Transaction, Jin-Goon Kim resigned as the CEO and the interim CFO of the Company, and remained as the chairman of Board of the Company. Vikas Desai was appointed as the CEO and a director of the Company, and Merrick Friedman was appointed as the CFO of the Company. Enrique Klix was appointed as an independent director of the Company, and Young Cho was appointed as an independent director of the Company. On December 27, 2024, Vikas Desai resigned as the CEO and a director of the Company; Merrick Friedman resigned as the CFO of the Company; Donghyun Han resigned as an independent director of the Company; Christina Favilla was appointed as an independent director of the Company; Niraj Javeri was appointed as an independent director of the Company; and Young Cho was appointed as the CEO of the Company. On January 3, 2025, Kwong Cho Ho was appointed as the CFO of the Company. Item 13. Certain Relationships and Related Transactions, and Director Independence. *Purchase of founder shares* On June17, 2021, the former sponsor received 5,750,000 founder shares in exchange for cash paid on behalf of the Company of $25,000. On August7, 2021, the former sponsor surrendered and forfeited 718,750 founder shares for no consideration, following which the former sponsor held 5,031,250 founder shares. On November30, 2021, the Company effected a further issuance of founder shares, resulting in the former sponsor holding an aggregate of 5,750,000 founder shares. Concurrent with the closing of the IPO, the former sponsor transferred 30,000 Class B ordinary shares to each of the three initial independent directors, at an aggregate purchase price of $150, or approximately $0.005 per share. During the period ended December31, 2021, the Company recorded share-basedcompensation of $569,868 to the statements of operations for services rendered. Pursuant to the Securities Transfer Agreement, by and between the Company, the former sponsor, TLGY Sponsors LLC, and the current sponsor, at a closing on June19, 2024, the current sponsors (i)purchased 3,542,305 founder shares from the former sponsor, certain investors who held the founder shares, and three previous independent directors of the Company, and (ii)purchased 3,940,825 Private Placement Warrants from the former sponsor. Following the completion of the Securities Transfer Transaction, the current sponsors held and controlled 4,126,215 founder shares and 3,940,825 Private Placement Warrants. 39 On April18, 2025, pursuant to the terms of the Companys amended and restated memorandum and articles of association, the current sponsors and the former sponsor elected to convert all of their outstanding Class B ordinary shares on a one-for-onebasis into Class A ordinary shares. Pursuant to the Letter Agreement, each of the founder shareholders have agreed, subject to limited exceptions, not to transfer, assign or sell any of the founder shares and any Class A ordinary shares issuable upon conversion thereof until the earlier to occur of: (A)one year after the completion of a Business Combination and (B)subsequent to a Business Combination, (x)if the last reported sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20trading days within any 30-tradingday period commencing at least 150days after a Business Combination, or (y)the date on which the Company completes a liquidation, Transactions, capital stock exchange or other similar transaction that results in all of the Public Shareholders having the right to exchange their shares of ordinary shares for cash, securities or other property. ** *Purchase of Private Placement Warrants* Simultaneously with the consummation of our IPO, we completed the private sale of an aggregate of 11,259,500 Private Placement Warrants to the former sponsor, including the issuance of 600,000 Private Placement Warrants in respect of the former sponsors obligation to purchase such additional Private Placement Warrants upon the exercise of the underwriters over-allotmentoption, at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds of $11,259,500. Pursuant to the Securities Transfer Agreement, on June19, 2024, the current sponsors purchased 3,940,825 Private Placement Warrants from the former sponsor, along with 3,542,305 founder shares, for an aggregate purchase price of $1.00. In accordance with the terms of the Sponsor Support Agreement, immediately following the SPAC Merger, all of the Private Placement Warrants will be exchanged for the right to receive 600,000 Earnout Shares after the Closing. ** *General and Administrative Services* Pursuant to the terms of the administrative services agreement, dated November30, 2021, by and between the Company and the former sponsor (the Administrative Services Agreement), the Company agreed to pay the former sponsor a total of $15,000 per month for office space, utilities and secretarial and administrative support commencing on November30, 2021 and ceasing upon completion of an initial business combination or the Companys liquidation. On June19, 2024, the Company and the former sponsor entered into a letter agreement (the Termination Letter) terminating the Administrative Services Agreement. Pursuant to the Termination Letter, the Company and the former sponsor agreed to irrevocably release, waive, and forever discharge the Company and its successors or assigns, the former sponsor and its members, directors, advisors, officers and its holding company, from any and all actions, compensations, fees and expenses, obligations and claims of all types and nature, including all sums that may be or have been accrued or outstanding, arising from or in connection with the Administrative Services Agreement. During the nine months ended September30, 2025 and 2024, the Company incurred $0 and $60,000, respectively, pursuant to the Administrative Services Agreement. ** *Convertible Promissory Notes* ** *i)Working Capital Loans* In order to finance transaction costs in connection with a Business Combination, the Sponsors or an affiliate of the Sponsors or certain of its officers and directors may, but are not obligated to, loa the Company funds as may be required. Such 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 lenders discretion, up to $1,500,000 of the notes may be converted upon completion of a Business Combination into warrants at a price of $1.00 per warrant. Such warrants would be identical to the Private Placement Warrants. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the working capital loans but no proceeds held in the Trust Account would be used to repay the working capital loans. On each of April24, 2023 (the 2023 April Promissory Note) and August10, 2023 (the 2023 August Promissory Note), the Company issued an unsecured working capital promissory note to the former sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $250,000 and $500,000, respectively. Both of these two promissory notes were non-interestbearing and payable on the earlier of (i)fifteen (15)months from the closing of the IPO (or such later date as may be extended in accordance with the terms of the Companys amended and restated memorandum and articles of association), or (ii)the date on which the Company consummates a Business Combination, subject to the terms of an Agreement and Plan of Transactions (as amended, the Verde Business Combination Agreement) dated June21, 2023, as amended on August11, 2023, by and between the Company, Virgo Transactions Sub Corp., a Delaware corporation and wholly-ownedsubsidiary of the Company (Verde Transactions Sub), and Verde Bioresins, Inc., a Delaware corporation (Verde), which was terminated by Verde on March18, 2024 (the Verde Termination). 40 On May1, 2024, the Company issued an unsecured working capital promissory note to the former sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $500,000 (the 2024 May Working Capital Promissory Note). This 2024 May Working Capital Promissory Notes is non-interestbearing and payable on the earlier of (i)fifteen (15)months from the closing of the Companys IPO (or such later date as may be extended in accordance with the terms of the Companys amended and restated memorandum and articles of association), or (ii)the date on which the Company consummates an initial Business Combination. On July5, 2024, the Company issued unsecured working capital promissory notes to each of the current sponsors, pursuant to which the Company may borrow up to an aggregate principal amount of $545,000 and $455,000, respectively (the 2024 July Working Capital Promissory Notes, and each a 2024 July Working Capital Promissory Note). Both 2024 July Working Capital Promissory Notes are non-interestbearing and payable on the earlier of (i)fifteen (15)months from the closing of the Companys IPO (or such later date as may be extended in accordance with the terms of the Companys amended and restated memorandum and articles of association), or (ii)the date on which the Company consummates an initial Business Combination. The principal balance of the 2024 July Working Capital Promissory Notes may be prepaid at any time by the Company at its election and without penalty. On July1, 2025, the Company issued unsecured working capital promissory notes to each of the current sponsors, pursuant to which the Company may borrow up to an aggregate principal amount of $545,000 and $455,000, respectively (the 2025 July Working Capital Promissory Notes, and each a 2025 July Working Capital Promissory Note and, collectively with the 2023 April Promissory Note, the 2023 August Promissory Note, the 2024 May Working Capital Promissory Note and the 2024 July Working Capital Promissory Notes, the Working Capital Loans). Both 2025 July Working Capital Promissory Notes are non-interestbearing and payable on the earlier of (i)fifteen (15)months from the closing of the Companys IPO (or such later date as may be extended in accordance with the terms of the Companys amended and restated memorandum and articles of association), or (ii)the date on which the Company consummates an initial Business Combination. The principal balance of the 2025 July Working Capital Promissory Notes may be prepaid at any time by the Company at its election and without penalty. As of December 31, 2025 and December31, 2024, there was $3,347,359 and $2,255,325 respectively, outstanding under the Working Capital Loans. As of December 31, 2025, the current sponsors had provided the Company an aggregate of $$2,130,359 of funding under the Working Capital Loans. ** *ii)Time Extension Funding Loans* In order to extend the Companys time period for consummating a Business Combination, the Sponsors or an affiliate of the Sponsors or certain of its officers and directors may, but are not obligated to, loa 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 the 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 $3,000,000 of loans made to extend the time period for consummating an initial business combination may be convertible into private placement warrants of the post-businesscombination entity at a price of $1.00 per warrant at the option of the lender (the Extension Loans). Such warrants are identical to the Private Placement Warrants. While the Company obtained Extension Loans from Verde prior to the termination of the Verde Business Combination Agreement, it does not expect to seek loans from parties other than the Sponsors or an affiliate of the Sponsors prior to the closing of an initial Business Combination as the Company does not believe such third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in the Trust Account. Prior to the Verde Termination, Verde deposited an aggregate of $475,000 into the Trust Account as Extension Loans pursuant to the Verde Business Combination Agreement, whereunder Verde agreed to finance the extension of the Companys Termination Date not exceeding $100,000 per month (the Verde Extension Loans). The Verde Extension Loans are evidenced by promissory notes. Under the Verde Extension Loans, Verde had the right to elect to convert all (but not less than all) of the principal balance of the promissory notes, upon consummation of an initial business combination by the Company with Verde and prior to the Companys first payment of all or any portion of the principal balance of the promissory note in cash, at Verdes option. As a result of the Verde Termination, the conversion option under the Verde Extension Loans were terminated. On May4, 2024, Verde entered into a mutual release agreement with the Company, Verde Transactions 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 Verde Termination, the Verde Business Combination 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 Verde Extension Loans, 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. 41 In connection with the Third Extension Meeting, on April18, 2024, in order to deposit the monthly extension payment to extend the period of time that the Company has to complete its initial business combination by an additional month for the period from April17, 2024 to May16, 2024, the Company issued unsecured promissory notes to each of the former sponsor, CPCSO and CPC Parallel, pursuant to which the Company was provided $20,000, $21,800 and $18,200, respectively. Thereafter, between May18, 2024 and March14, 2025, the Company issued consecutive monthly unsecured promissory notes (collectively, the ThirdExtension Promissory Notes) to CPCSO and CPC Parallel, of approximately $32,700 and $27,300, respectively, in order to deposit the monthly extension payment to extend the period of time that the Company has to complete its initial business combination by an additional month. The Third Extension Promissory Notes are non-interestbearing and payable on the earlier of (i)fifteen (15)months from the closing of the Companys IPO (or such later date as may be extended in accordance with the terms of the Companys amended and restated memorandum and articles of association), or (ii)the date on which the Company consummates an initial business combination. In connection with the Fourth Extension Meeting, between April16, 2025 and December16, 2025, the Company issued consecutive monthly unsecured promissory notes (collectively, the Fourth Extension Promissory Notes) to CPCSO and CPC Parallel, of approximately $13,349 and $11,145, respectively, in order to deposit the monthly extension payment to extend the period of time that the Company has to complete its initial business combination by an additional month. The Fourth Extension Promissory Notes are non-interestbearing and payable on the earlier of (i) fifteen (15) months from the closing of the Companys IPO (or such later date as may be extended in accordance with the terms of the Companys amended and restated memorandum and articles of association), or (ii) the date on which the Company consummates an initial business combination. As of December 31, 2025 and December 31, 2024, the Company had $2,541,966 and $1,914,000 outstanding balance under the extension loans. As of December 31, 2025, the current sponsors provided the Company an aggregated $846,966 of funding loans. ** *Business Combination with SC Assets* Business Combination Agreement On July21, 2025, the Company entered into the Business Combination Agreement with SC Assets, StablecoinX, SPAC Merger Sub and Company Merger Sub, pursuant to which, (1)the Company will merge with and into SPAC Merger Sub, with SPAC Merger Sub continuing as the surviving company, and (2)immediately following the SPAC Merger, Company Merger Sub will merge with and into SC Assets, with SC Assets continuing as the surviving company. As a result of the Mergers and the other transactions contemplated by the Business Combination Agreement, and the documents related thereto, the Company and SC Assets will become wholly-ownedsubsidiaries of StablecoinX and StablecoinX will become a publicly traded company. Young Cho, the Chief Executive Officer and Executive Director of the Company, and Edward Chen, the managing partner of the manager of the current sponsors, are the founders and, as of the date of this proxy statement/prospectus, the owners of an aggregate of 93% of the total outstanding shares of SC Assets Common Stock. SC Assets was formed for the purpose of completing a business combination with the Company.In connection with the Business Combination, the Company, SC Assets and StablecoinX entered into several ancillary agreements to facilitate the transaction. A&R Sponsor Support Agreement On September 5, 2025, StablecoinX, TLGY, SC Assets, the sponsors and certain other holders of TLGYs securities, entered into an amended and restated sponsor support agreement (the A&R Sponsor Support Agreement), which amended and restated the sponsor support agreement entered into in connection with the signing of the Business Combination Agreement, to, in light of the increased size of the PIPE, make it so that the aggregate number of Retained Shares (as defined in the A&R Sponsor Support Agreement) to be received by the holders of Founder Shares (as defined therein) and Private Placement Warrants (as defined therein) would be equal to 3% of the issued and outstanding shares of StablecoinX Class A Common Stock at Closing and remove the earnout mechanism. The holders also 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 TLGY is a party, and the Business Combination, (ii) not transfer any securities of TLGY held by it until the earlier of (a) the closing of the Business Combination and (b) the valid termination of the A&R Sponsor Support Agreement, subject to certain exceptions as provided in the A&R Sponsor Support Agreement or permitted by the Business Combination Agreement or other agreement in connection with the Business Combination, 42 Policy for Approval of Related Party Transactions The audit committee of our board of directors has adopted a policy setting forth the policies and procedures for its review and approval or ratification of related party transactions. A related party transaction is any consummated or proposed transaction or series of transactions: (i) in which the company was or is to be a participant; (ii) the amount of which exceeds (or is reasonably expected to exceed) the lesser of $120,000 or 1% of the average of the companys total assets at year-end for the prior two completed fiscal years in the aggregate over the duration of the transaction (without regard to profit or loss); and (iii) in which a related party had, has or will have a direct or indirect material interest. Related parties under this policy include: (i) our directors or officers; (ii) any record or beneficial owner of more than 5% of any class of our voting securities; (iii) any immediate family member of any of the foregoing if the foregoing person is a natural person; and (iv) any other person who maybe a related person pursuant to Item 404 of Regulation S-K under the Exchange Act. Pursuant to the policy, the audit committee will consider (i) the relevant facts and circumstances of each related party transaction, including if the transaction is on terms comparable to those that could be obtained in arms-length dealings with an unrelated third party, (ii) the extent of the related partys interest in the transaction, (iii) whether the transaction contravenes our code of ethics or other policies, (iv) whether the audit committee believes the relationship underlying the transaction to be in the best interests of the company and its shareholders and (v) the effect that the transaction may have on a directors status as an independent member of the board and on his or her eligibility to serve on the boards committees. Management presents to the audit committee each proposed related party transaction, including all relevant facts and circumstances relating thereto. Under the policy, we may consummate related party transactions only if our audit committee approves or ratifies the transaction in accordance with the guidelines set forth in the policy. The policy does not permit any director or officer to participate in the discussion of, or decision concerning, a related person transaction in which he or she is the related party. Item 14. Principal Accountant Fees and Services. On June 27, 2024, the Company dismissed Marcum Asia CPAs LLP (Marcum Asia) as its independent registered public accounting firm to audit the Companys financial statements, effective immediately. The dismissal of Marcum Asia was approved by the audit committee of the Companys board of directors. On June 28, 2024, the Company engaged WithumSmith+Brown, PC (Withum) as its new independent registered public accounting firm. The engagement of Withum was approved by audit committee. The following table sets forth the fees for professional services provided by Withum during the years ended December 31, 2025 and 2024: | | | For the Year Ended December31, 2025 | | | For the Year Ended December31, 2024 | | | | Audit Fees(1) | | $ | 91,000 | | | $ | 106,080 | | | | Audit-Related Fees(2) | | $ | -- | | | $ | | | | | Tax Fees(3) | | $ | 4,160 | | | $ | | | | | All Other Fees(4) | | $ | -- | | | $ | | | | | Total Fees | | $ | 95,160 | | | $ | 106,080 | | | | (1) | Audit Fees. Audit fees consist of fees billed for professional services rendered for the audit of our year-end financial statements and services that are normally provided by our independent registered public accounting firm in connection with statutory and regulatory filings. | | | (2) | Audit-Related Fees. Audit-related fees consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review of our year-end financial statements and are not reported under Audit Fees. These services include attest services that are not required by statute or regulation and consultation concerning financial accounting and reporting standards. | | | (3) | Tax Fees. Tax fees consist of fees billed for professional services relating to tax compliance, tax planning and tax advice. | | | (4) | All Other Fees. All other fees consist of fees billed for all other services | | The audit committee has and will pre-approve all auditing services and permitted non-audit services to be performed for us by our auditors, including the fees and terms thereof (subject to de minimis exceptions for non-audit services as described in the Exchange Act that are approved by the audit committee prior to the completion of the audit). 43 PARTIV Item 15. Exhibits, Financial Statements and Financial Statement Schedules. | (a) | The following documents are filed as part of this Annual Report: | | | (1) | Financial Statements | | | | | | Page | | | | Report of Independent Registered Public Accounting Firm (PCAOB ID 100) | | | F-2 | | | | Financial Statements: | | | | | | | Balance Sheets | | | F-3 | | | | Statements of Operations | | | F-4 | | | | Statements of Changes in Shareholders Deficit | | | F-5 | | | | Statements of Cash Flows | | | F-6 | | | | Notes to Financial Statements | F-7 to F-24 | | | | (2) | Financial Statement Schedules | | All financial statement schedules are omitted because they are not applicable or the amounts are immaterial and not required, or the required information is presented in the financial statements and notes thereto included below in this Item 15 of PartIV. | (3) | Exhibits | | We hereby file as part of this Annual Report the exhibits listed in the attached Exhibit Index. Exhibits which are incorporated herein by reference can be obtained on the SEC website at www.sec.gov. 44 EXHIBITINDEX | ExhibitNo. | | Description | | | 2.1* | | Business Combination Agreement, dated as of July 21, 2025, by and among TLGY Acquisition Corporation, StablecoinX Inc., StablecoinX SPAC Merger Sub LLC, StablecoinX Assets Inc., and StablecoinX Company Merger Sub, Inc. (6). | | | 2.2* | | Amendment to Business Combination Agreement, dated as of January 21, 2026, by and among TLGY Acquisition Corporation, StablecoinX Inc. and StablecoinX Assets Inc. (incorporated by reference to Exhibit 2.1 of the Companys Current Report on Form 8-K filed with the SEC on January 23, 2026). | | | 3.1* | | Amended and Restated Memorandum and Articles of Association.(1) | | | 3.2* | | Copy of the special resolution amending Article 49.7 of the Amended and Restated Memorandum and Articles of Association, adopted by shareholders of the Company on February 23, 2023 (incorporated by reference to Exhibit 3.1 of the Companys Current Report on Form 8-K filed with the SEC on February 27, 2023). | | | 3.3* | | Copy of the special resolution amending Article 49.7 of the Amended and Restated Memorandum and Articles of Association, adopted by shareholders of the Company on October 17, 2023 (incorporated by reference to Exhibit 3.1 of the Companys Current Report on Form 8-K filed with the SEC on October 19, 2023). | | | 3.4* | | Copy of the special resolution amending Article 49.7 of the Amended and Restated Memorandum and Articles of Association, adopted by shareholders of the Company on April 16, 2024 (incorporated by reference to Exhibit 3.1 of the Companys Current Report on Form 8-K filed with the SEC on April 16, 2024). | | | 3.5 | | Copy of the special resolutions amending the Amended and Restated Memorandum and Articles of Association, adopted by shareholders of the Company on April 15, 2025 (incorporated by reference to Exhibit 3.1 of the Companys Current Report on Form 8-K filed with the SEC on April 21, 2025). | | | 4.1* | | Specimen Unit Certificate.(2) | | | 4.2* | | Specimen Class A Ordinary Share Certificate.(2) | | | 4.3* | | Specimen Warrant Certificate.(2) | | | 4.4* | | Warrant Agreement, dated November30, 2021, between the Company and Continental Stock Transfer& Trust Company.(1) | | | 4.5* | | Description of Securities.(3) | | | 10.1* | | Investment Management Trust Agreement, dated November30, 2021, between the Company and Continental Stock Transfer& Trust Company, as trustee.(1) | | | 10.2* | | Registration Rights Agreement, dated November30, 2021, between the Company and TLGY Sponsors LLC.(1) | | | 10.3* | | Private Placement Warrants Purchase Agreement, dated November30, 2021, between the Company and TLGY Sponsors LLC.(1) | | | 10.4* | | Form of Indemnity Agreement between the Company and each of the Companys directors and officers.(2) | | | 10.5* | | Promissory Note, dated June17, 2021, issued to TLGY Sponsors LLC.(2) | | | 10.6* | | Securities Subscription Agreement, dated June17, 2021, between the Company and TLGY Sponsors LLC.(2) | | | 10.7* | | Letter Agreement, dated November30, 2021, between the Company, TLGY Sponsors LLC and each of the Companys officers, directors and Centaury Management Ltd.(1) | | | 10.8* | | Administrative Services Agreement, dated November30, 2021, between the Company and TLGY Sponsors LLC.(1) | | | 10.9* | | Joinder to Insider Letter, dated June 20, 2024, by and between the Company, CPC Sponsor Opportunities I, LP and CPC Sponsor Opportunities I (Parallel), LP.(4) | | | 10.10* | | Joinder to Registration Rights Agreement, dated June 20, 2024, by and between the Company, CPC Sponsor Opportunities I, LP and CPC Sponsor Opportunities I (Parallel), LP.(4) | | | 10.11* | | Termination Letter, dated June 19, 2024, by and between the Company and TLGY Sponsors LLC.(4) | | | 10.12* | | CPC Funds Indemnification Agreement, dated June 21, 2024, by and between the Company, CPC Sponsor Opportunities I, LP and CPC Sponsor Opportunities I (Parallel), LP.(4) | | | 10.13* | | Form of Promissory Note, issued to CPC Sponsor Opportunities I, LP and CPC Sponsor Opportunities I (Parallel), LP, incorporated by reference to Exhibit 10.1 of the Companys Current Report on Form 8-K filed with the SEC on July 8, 2024. | | | 10.14* | | Amended and Restated Collaboration Agreement, dated as of September 5, 2025, by and among Ethena Foundation, Ethena OpCo Ltd, StablecoinX Inc. and StablecoinX Assets Inc (7). | | | 10.15* | | Contribution Agreement, dated as of July 21, 2025, by and among TLGY Acquisition Corporation, StablecoinX Assets Inc., StablecoinX Inc. and Ethena Foundation (6). | | | 10.16* | | Form of Signing PIPE Subscription Agreement (6). | | | 10.17* | | Form of Additional PIPE Subscription Agreement (Cash Only) (7). | | | 10.18* | | Form of Additional PIPE Subscription Agreement (Cash and ENA Token) (7). | | | 10.19* | | Form of Additional PIPE Subscription Agreement (Cash and ENA Token and Pre-Funded Warrant) (7). | | 45 | 10.20* | | Token Purchase Agreement, dated as of July 21, 2025, by and between Ethena OpCo Ltd and StableCoinX Assets Inc (6). | | | 10.21* | | Token Purchase Agreement, dated as of September 5, 2025, by and between Ethena OpCo Ltd and StableCoinX Assets Inc (7). | | | 10.22* | | Amended and Restated Sponsor Support Agreement, dated as of September 5, 2025, by and among TLGY Acquisition Corporation, StableCoinX Assets Inc., StableCoinX Inc. and the other Holders parties thereto (7). | | | 10.23* | | Seller Support Agreement, dated as of July 21, 2025, by and among TLGY Acquisition Corporation, StableCoinX Assets Inc., StableCoinX Inc., and the Seller party thereto (6). | | | 10.24* | | Form of Amended and Restated Registration Rights Agreement (6). | | | 10.25* | | Form of Lock-Up Agreement (6). | | | 14.1* | | Code of Ethics(2) | | | 16.1* | | Letter from Marcum Asia CPAs LLP, dated July 3, 2024, to the Securities and Exchange Commission (incorporated by reference to Exhibit 16.1 of the Companys Current Report on Form 8-K filed with the SEC on July 3, 2024). | | | 19* | | Insider Trading and Dissemination of Inside Information Policy (incorporated by reference to Exhibit 19 of the Companys Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 5, 2025). | | | 21.1* | | Subsidiaries of the Registrant (5) | | | 24.1** | | Power of Attorney (included in the signature pages herein). | | | 31.1** | | Certification of the Principal Executive Officer required by Rule13a-14(a)or Rule15d-14(a). | | | 31.2** | | Certification of the Principal Financial Officer required by Rule13a-14(a)or Rule15d-14(a). | | | 32.1** | | Certification of the Principal Executive Officer required by Rule13a-14(b)or Rule15d-14(b). and 18 U.S.C. 1350. | | | 32.2** | | Certification of the Principal Financial Officer required by Rule13a-14(b)or Rule15d-14(b) and 18 U.S.C. 1350 | | | 97* | | TLGY Acquisition Corp. Clawback Policy (5) | | | 101.InS** | | Inline XBRL Instance Document. | | | 101.SCH** | | Inline XBRL Taxonomy Extension Schema Document. | | | 101.CAL** | | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | | | 101.DEF** | | Inline XBRL Taxonomy Extension Definition Linkbase Document. | | | 101.LAB** | | Inline XBRL Taxonomy Extension Label Linkbase Document. | | | 101.PRE** | | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | | | 104** | | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). | | | * | Incorporated by reference | | | (1) | Incorporated by reference to the Companys Current Report on Form 8-K, filed with the SEC on December 6, 2021 (File No. 001-41101). | | | (2) | Incorporated by reference to the Companys Registration Statement on Form S-1, filed with the SEC on October 14, 2021 (File No. 333-260242). | | | (3) | Incorporated by reference to the Companys Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on March 31, 2022 (File No. 001-41101). | | | (4) | Incorporated by reference to the Companys Current Report on Form 8-K, filed with the SEC on June 21, 2024 (File No. 001-41101). | | | (5) | Incorporated by reference to the Companys Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on March 26, 2024 (File No. 001-41101). | | | (6) | Incorporated by reference to the Companys Current Report on Form 8-K, filed with the SEC on July 21, 2025 (File No. 001-41101). | | | (7) | Incorporated by reference to the Companys Current Report on Form 8-K, filed with the SEC on September 8, 2025 (File No. 001-41101). | | Item 16. Form10-K Summary. Not applicable. 46 SIGNATURES Pursuant to the requirements of Section13 or 15(d)of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report on Form10-K to be signed on its behalf by the undersigned, thereunto duly authorized on March 31, 2026. | | TLGY ACQUISITION CORPORATION | | | | | | | | By: | /s/ Young Cho | | | | | Name: | Young Cho | | | | | Title: | Chief Executive Officer | | POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Young Cho his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the United States Securities and Exchange Commission, granting unto said attorney-in-fact and agent, acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming that said attorney-in-fact and agent, or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Annual Report on Form10-K has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated | Name | | Position | | Date | | | | | | | | | | /s/ Jin-Goon Kim | | Chairman | | March 31, 2026 | | | Jin-Goon Kim | | | | | | | | | | | | | | /s/ Young Cho | | Chief Executive Officer | | March 31, 2026 | | | Young Cho | | (Principal Executive Officer) | | | | | | | | | | | | /s/ Kwong Cho Ho | | Chief Financial Officer | | March 31, 2026 | | | Kwong Cho Ho | | (Principal Financial and Accounting Officer) | | | | | | | | | | | | /s/ Christina Favilla | | Director | | March 31, 2026 | | | Christina Favilla | | | | | | | | | | | | | | /s/ Enrique Klix | | Director | | March 31, 2026 | | | Enrique Klix | | | | | | | | | | | | | | /s/ Niraj Javeri | | Director | | March 31, 2026 | | | Niraj Javeri | | | | | | 47 INDEX TO FINANCIAL STATEMENTS | Audited Financial Statements of TLGY Acquisition Corporation: | | Page | | | Report of Independent Registered Public Accounting Firm (PCAOB ID: 100) | | F-2 | | | Financial Statements: | | | | | Balance Sheets as of December 31, 2025 and 2024 | | F-3 | | | Statements of Operations for the Years Ended December 31, 2025 and 2024 | | F-4 | | | Statements of Changes in Shareholders Deficit for the Years Ended December 31, 2025 and 2024 | | F-5 | | | Statements of Cash Flows for the Years Ended December 31, 2025 and 2024 | | F-6 | | | Notes to Financial Statements | | F-7 to F-24 | | F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Board of Directors of TLGY Acquisition Corporation: Opinion on the Financial Statements We have audited the accompanying balance sheets of TLGY Acquisition Corporation (the Company) as of December 31, 2025 and 2024, and the related statements of operations, changes in shareholders deficit, and cash flows for the years then ended, and the related notes to the financial statements. In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America. Going Concern The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As more fully described in Note 1, the Companys cash and working capital as of December 31, 2025, are not sufficient to complete its planned activities for the upcoming year. If the Company is unable to raise additional funds to alleviate liquidity needs and complete a business combination by April 16, 2026 (or such later date as may be extended in accordance with the terms of the Companys amended and restated memorandum and article of association), the Company will cease all operations except for the purpose of liquidating. These conditions raise substantial doubt about the Companys ability to continue as a going concern. Managements plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of these uncertainties. Basis for Opinion These financial statements are the responsibility of the entitys management. Our responsibility is to express an opinion on these financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to TLGY Acquisition Corporation in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. TLGY Acquisition Corporation is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entitys internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. /s/ WithumSmith+Brown, PC We have served as TLGY Acquisition Corporations auditor since 2024. New York, New York March 31, 2026 PCAOB Number 100 F-2 TLGY ACQUISITION CORPORATION BALANCE SHEETS | | | December 31, 2025 | | | December31, 2024 | | | | ASSETS | | | | | | | | | Current Assets: | | | | | | | | | Cash | | $ | 77,415 | | | $ | 3,769 | | | | Prepaid expenses | | | 25,000 | | | | 23,340 | | | | Total Current Assets | | | 102,415 | | | | 27,109 | | | | | | | | | | | | | | | Cash and investments held in Trust Account | | | 6,344,805 | | | | 44,332,605 | | | | | | | | | | | | | | | Total Assets | | $ | 6,447,220 | | | $ | 44,359,714 | | | | | | | | | | | | | | | LIABILITIES, ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS DEFICIT | | | | | | | | | | | Current Liabilities: | | | | | | | | | | | Accounts payable and accrued expenses | | $ | 199,370 | | | $ | 272,548 | | | | Accrued offering costs | | | 5,000 | | | | 5,000 | | | | Convertible promissory note payable former sponsor | | | 2,912,000 | | | | 2,912,000 | | | | Convertible promissory note payable current sponsors | | | 2,977,325 | | | | 1,257,325 | | | | Total Current Liabilities | | | 6,093,695 | | | | 4,446,873 | | | | | | | | | | | | | | | Derivative warrant liabilities | | | 14,793,675 | | | | 457,466 | | | | Deferred underwriting commission | | | 865,000 | | | | 865,000 | | | | Total Liabilities | | | 21,752,370 | | | | 5,769,339 | | | | | | | | | | | | | | | COMMITMENTS AND CONTINGENCIES | | | | | | | | | | | | | | | | | | | | | | Class A ordinary shares subject to possible redemption; 489,887 and 3,717,207 shares (at redemption value of $12.95 and $11.92) at December 31, 2025 and 2024, respectively | | | 6,344,916 | | | | 44,332,605 | | | | | | | | | | | | | | | Shareholders deficit: | | | | | | | | | | | Preferred stock, $0.0001 par value; 5,000,000 shares authorized; none issued or outstanding atDecember 31, 2025 and 2024 | | | | | | | | | | | Class A ordinary shares, $0.0001 par value, 500,000,000 shares authorized, 5,344,700 and 0 issued and outstanding (excluding 489,887 and 3,717,207 shares subject to possible redemption) at December 31, 2025 and 2024, respectively | | | 534 | | | | | | | | Class B ordinary shares, $0.0001 par value, 50,000,000 shares authorized, 105,000 and 5,750,000 shares issued and outstanding at December 31, 2025 and 2024, respectively | | | 11 | | | | 575 | | | | Additional paid-in capital | | | | | | | | | | | Accumulated deficit | | | (21,650,611 | ) | | | (5,742,805 | ) | | | Total Shareholders Deficit | | | (21,650,066 | ) | | | (5,742,230 | ) | | | LIABILITIES, ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS DEFICIT | | $ | 6,447,220 | | | $ | 44,359,714 | | | The accompanying notes are an integral part of these financial statements. F-3 TLGY ACQUISITION CORPORATION STATEMENTS OF OPERATIONS | | | For the | | | For the | | | | | | Year Ended | | | Year Ended | | | | | | December31, | | | December31, | | | | | | 2025 | | | 2024 | | | | EXPENSES | | | | | | | | | | | Administration fee - related party | | $ | | | | $ | 60,000 | | | | General and administrative | | | 1,298,834 | | | | 1,071,437 | | | | TOTAL EXPENSES | | | 1,298,834 | | | | 1,131,437 | | | | | | | | | | | | | | | OTHER (EXPENSE) INCOME | | | | | | | | | | | Income earned on cash and investments held in Trust Account | | | 725,255 | | | | 2,598,427 | | | | Forgiveness of debt | | | 127,768 | | | | 623,776 | | | | Change in fair value of derivative liabilities | | | (14,336,209 | ) | | | (104,694 | ) | | | TOTAL OTHER (EXPENSE) INCOME | | | (13,483,186 | ) | | | 3,117,509 | | | | | | | | | | | | | | | Net (loss) income | | $ | (14,782,020 | ) | | $ | 1,986,072 | | | | | | | | | | | | | | | Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption | | | 5,526,483 | | | | 4,362,031 | | | | Basic and diluted net (loss) income per share, Class A ordinary shares subject to possible redemption | | $ | (2.01 | ) | | $ | 0.20 | | | | | | | | | | | | | | | Weighted average number of Class B ordinary Shares outstanding, basic and diluted | | | 1,835,361 | | | | 5,750,000 | | | | Basic and diluted net (loss) income per Class B ordinary share | | $ | (2.01 | ) | | $ | 0.20 | | | The accompanying notes are an integral part of these financial statements. F-4 TLGY ACQUISITION CORPORATION STATEMENTS OF CHANGES IN SHAREHOLDERS DEFICIT | | | 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, 2023 | | | | | | $ | | | | | 5,750,000 | | | $ | 575 | | | $ | | | | $ | (12,043,361 | ) | | $ | (12,042,786 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Current period remeasurement to redemption value | | | | | | | | | | | | | | | | | | | | | | | (3,470,516 | ) | | | (3,470,516 | ) | | | Underwriter fee waiver | | | | | | | | | | | | | | | | | | | | | | | 7,785,000 | | | | 7,785,000 | | | | Net income | | | | | | | | | | | | | | | | | | | | | | | 1,986,072 | | | | 1,986,072 | | | | Balance as of December 31, 2024 | | | | | | $ | | | | | 5,750,000 | | | $ | 575 | | | $ | | | | $ | (5,742,805 | ) | | $ | (5,742,230 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Current period remeasurement to redemption value | | | | | | | | | | | | | | | | | | | | | | | (1,125,816 | ) | | | (1,125,816 | ) | | | Class B ordinary share conversion | | | 5,344,700 | | | | 534 | | | | (5,344,700 | ) | | | (534 | ) | | | | | | | | | | | | | | | Mizuho Class B ordinary share forfeiture | | | | | | | | | | | (300,300 | ) | | | (30 | ) | | | | | | | 30 | | | | | | | | Net loss | | | | | | | | | | | | | | | | | | | | | | | (14,782,020 | ) | | | (14,782,020 | ) | | | Balance as of December 31, 2025 | | | 5,344,700 | | | $ | 534 | | | 105,000 | | | $ | 11 | | | $ | | | | $ | (21,650,611 | ) | | $ | (21,650,066 | ) | | The accompanying notes are an integral part of these financial statements. F-5 TLGY ACQUISITION CORPORATION STATEMENTS OF CASH FLOWS | | | For the Year | | | For the Year | | | | | | Ended | | | Ended | | | | | | December31, | | | December31, | | | | | | 2025 | | | 2024 | | | | | | | | | | | | | Cash Flows From Operating Activities: | | | | | | | | | | | Net (loss) income | | $ | (14,782,020 | ) | | $ | 1,986,072 | | | | Adjustments to reconcile net income (loss) to net cash used in operating activities: | | | | | | | | | | | Income earned on cash and investments held in the Trust Account | | | (725,255 | ) | | | (2,598,427 | ) | | | Loss on change in fair value of derivative warrant liabilities | | | 14,336,209 | | | | 104,694 | | | | Forgiveness of debt | | | (127,768 | ) | | | (623,776 | ) | | | Changes in operating assets and liabilities: | | | | | | | | | | | Prepaid expenses | | | (1,660 | ) | | | (13,788 | ) | | | Accounts payable and accrued expenses | | | 54,590 | | | | (118,863 | ) | | | Net Cash Used In Operating Activities | | | (1,245,904 | ) | | | (1,264,088 | ) | | | | | | | | | | | | | | Cash Flows From Investing Activities: | | | | | | | | | | | Cash withdrawn from Trust Account | | | 39,113,505 | | | | 25,092,549 | | | | Cash deposited into Trust Account | | | (400,450 | ) | | | (872,089 | ) | | | Net Cash Provided By Investing Activities | | | 38,713,055 | | | | 24,220,460 | | | | | | | | | | | | | | | Cash Flows From Financing Activities: | | | | | | | | | | | Redemptions of Class A ordinary shares | | | (39,113,505 | ) | | | (25,092,549 | ) | | | Proceeds from convertible promissory note former sponsor | | | | | | | 677,000 | | | | Proceeds from convertible promissory note current sponsors | | | 1,720,000 | | | | 1,257,325 | | | | Proceeds from promissory note third party | | | | | | | 165,000 | | | | Net Cash Used In Financing Activities | | | (37,393,505 | ) | | | (22,993,224 | ) | | | | | | | | | | | | | | Net change in cash | | | 73,646 | | | | (36,852 | ) | | | | | | | | | | | | | | Cash at beginning of year | | | 3,769 | | | | 40,621 | | | | Cash at end of year | | $ | 77,415 | | | $ | 3,769 | | | | | | | | | | | | | | | Supplemental disclosure of non-cash financing activities: | | | | | | | | | | | | | | | | | | | | | | Current period remeasurement to redemption value | | $ | 1,125,816 | | | $ | 3,470,516 | | | The accompanying notes are an integral part of these financial statements. F-6 TLGY ACQUISITION CORPORATION NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 2025 NOTE1 DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS TLGY Acquisition Corporation (the Company) was incorporated in the Cayman Islands on May 21, 2021. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the Business Combination). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of December 31, 2025, the Company had not commenced any operations. All activities for the period from May 21, 2021 (inception) through December 31, 2025 were organizational activities and those necessary to prepare for the Initial Public Offering, described below, and, since the completion of the Initial Public Offering, searching for a target to consummate an initial 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 Companys Initial Public Offering was declared effective on November 30, 2021. On December 3, 2021, the Company consummated the Initial Public Offering of 20,000,000 units (Units and, with respect to the ordinary shares included in the Units being offered, the Public Shares), generating gross proceeds of $200,000,000, which is described in Note3. Simultaneously with the closing of the Initial Public Offering, 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 (the Option Units) at $10.00 per Option Unit, pursuant to the underwriters exercise in full of their over-allotment option, generating 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 Private Placement Warrant, generating 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. Transaction costs amounted to $14,183,689 consisting of $4,000,000 of underwriting fees, $8,650,000 of deferred underwriting fees payable (which are held in a trust account with Continental Stock Transfer & Trust Company acting as trustee (the Trust Account)) and $1,533,689 of other offering costs related to the Initial Public Offering. Cash of $77,415 was held outside of the Trust Account on December 31, 2025 and was available for working capital purposes. As described in Note 6, the $8,650,000 deferred underwriting fees are payable upon the consummation of the Business Combination by April 16, 2025. In May 2024, the Company entered into a certain waiver with Mizuho (Mizuho Waiver), pursuant to which Mizuho agreed to waive the Deferred Underwriting Fees and agreed to forfeit all of the 300,300 founder shares it received as compensation in connection with the IPO. The Company believes that Mizuho was acting as the 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 occurred on June 30, 2025 and is reflected in the statements of changes in shareholders deficit. Following the closing of the Initial Public Offering 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 Initial Public Offering 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 Section2(a)(16) of the Investment Company Act of 1940, as amended (the Investment Company Act), with a maturity of 185days 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 Rule2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i)the consummation of a Business Combination or (ii)the distribution of the Trust Account to the Companys shareholders, as described below. F-7 The Companys 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 80% of the assets held in the Trust Account (as defined below) (excluding the amount of deferred underwriting commissions and taxes payable on the income earned on the Trust Account). The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the Investment Company Act). There is no assurance that the Company will be able to successfully affect a Business Combination. 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 the Business Combination or (ii) by means of a tender offer in connection with the 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 $10.20 per Public Share, plus any pro rata interest then in the Trust Account, net of taxes payable). There will be no redemption rights upon the completion of a Business Combination with respect to the Companys warrants. The Public Shares subject to redemption will be recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Accounting Standards Codification (ASC) Topic 480, Distinguishing Liabilities from Equity. All of the Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Companys liquidation, if there is a shareholder vote or tender offer in connection with the Companys Business Combination and in connection with certain amendments to the Companys amended and restated memorandum and articles of association (the Amended and Restated Memorandum and Articles of Association). 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), the initial carrying value of the Class A ordinary shares 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 sheet until such date that a redemption event takes place. Redemptions of the Companys Public Shares may be subject to the satisfaction of conditions, including minimum cash conditions, pursuant to an agreement relating to the Companys Business Combination. During the fiscal year ended December 31, 2025, an aggregate of 3,227,320 shares were redeemed by public shareholders. Accordingly, $39,113,505 was withdrawn from the Trust Account in order to pay those redeeming shareholders. Following the redemptions for the year ended December 31, 2025, $6,344,805 remains in the Companys Trust Account. If the Company seeks shareholder approval of the 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 Amended and Restated Memorandum and Articles of Association, 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 Companys Founder Share (the Founder Shareholders), including the Former Sponsor and the Current Sponsors (as defined below), have agreed to vote their Founder Shares (as defined in Note 5) 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. 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 the proposed transaction. F-8 Notwithstanding the foregoing, if the Company seeks shareholder approval of the 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 15% of the Public Shares without the Companys prior written consent. The Founder Shareholders have agreed (a) to waive their 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 Amended and Restated Memorandum and Articles of Association (i) to modify the substance or timing of the Companys obligation to allow redemption in connection with the Companys initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to shareholders rights or pre-initial business combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Public Shares upon approval of any such amendment. If the Company has not completed a Business Combination by April 16, 2026 (or April 16, 2026, the last of twelve one-month extensions, the Combination Period or such later date as may be extended in accordance with the terms of the Companys amended and restated memorandum and article of association), 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 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned and not previously released to the Company to pay its taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish the rights of the Public Shareholders as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Companys remaining Public Shareholders and its Board of Directors, liquidate and dissolve, subject in each case to the Companys obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Companys warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. The Founder Shareholders have agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares they 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 ($10.00). See Note 2 for a discussion of the Mizuho Waiver. 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 Companys 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) $10.20 per Public Share and (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.20 per Public Share, due to reductions in the value of trust assets, in each case net of the interest that may be withdrawn to pay taxes. This liability will not apply to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and as to any claims under the Companys indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the Securities Act). In the event that an executed waiver is deemed to be unenforceable against a third party, the former sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Companys independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. F-9 *Termination of Verde Bioresins Merger Agreement* The Company and the former sponsor entered into 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) and 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, but disputed the grounds for the termination of the Merger Agreement. As a result of the agreed upon termination of the Merger Agreement, the Acquiror Support Agreement entered into among the Company, Verde and the former sponsor dated June 21, 2023, the Company Support Agreement between Humanitario Capital LLC, the Company and Verde dated June 21, 2023, and the Sponsor Share Restriction Agreement entered into among the Company, Verde and the former sponsor dated June 21, 2023, automatically terminated. The Company has continued to evaluate other possible business combination targets. ** *Changes in Control of Registrant* On April 16, 2024, the Company, the former sponsor, TLGY Holdings LLC, which is the holding company of the former sponsor, the current sponsors, the current sponsors being stakeholders of economic interests in the former sponsor, entered into a securities transfer agreement (Securities Transfer Agreement), pursuant to which, at a closing on June 19, 2024, the current sponsors, for an aggregate purchase price of $1.00, (i) purchased 3,542,305 founder shares from the former sponsor, certain investors who held the founder shares, and three previous independent directors of the Company, and (ii) purchased 3,940,825 private placement warrants from the former sponsor (the Securities Transfer Transaction). On June 19, 2024, in connection with the Securities Transfer Transaction, the Company and the Former Sponsor entered into a letter agreement (the Termination Letter) terminating the administrative services agreement (the Administrative Services Agreement), dated November 30, 2021, by and between the Company and the Former Sponsor. Pursuant to the Termination Letter, the Company and the Former Sponsor agreed to irrevocably release, waive, and forever discharge the Company and its successors or assigns, the Former Sponsor and its members, directors, advisors, officers and its holding company, from any and all actions, compensations, fees and expenses, obligations and claims of all types and nature, including all sums that may be or have been accrued or outstanding, arising from or in connection with the Administrative Services Agreement. On June 20, 2024, in connection with the Securities Transfer Transaction, the Company and the Current Sponsors entered into a joinder to a certain letter agreement, dated November 30, 2021 (the Letter Agreement Joinder) and a joinder to a certain registration rights agreement, dated November 30, 2021 (the Registration Rights Agreement). In addition, on June 21, 2024, the Company entered into an agreement (the CPC Funds Indemnification Agreement) to indemnify the Current Sponsors and their affiliates (each, a Indemnitee) from any claims made by the Company or a third party in respect of any investment opportunities sourced by an Indemnitee, any liability arising with respect to an Indemnitees activities in connection with the Companys affairs, and that are provided without a separate written agreement between the Company and any Indemnitee. Such indemnity will provide that the Indemnitees cannot access the funds held in the Companys Trust Account. On June 20, 2024, in connection with the Closing of the Securities Transfer Transaction, Jin-Goon Kim resigned as the CEO and the interim CFO of the Company, and remained as the chairman of Board of the Company. Vikas Desai was appointed as the CEO and a director of the Company, and Merrick Friedman was appointed as the CFO of the Company. Enrique Klix was appointed as an independent director of the Company, and Young Cho was appointed as an independent director of the Company. On December 27, 2024, Vikas Desai resigned as the CEO and a director of the Company; Merrick Friedman resigned as the CFO of the Company; Donghyun Han resigned as an independent director of the Company; Christina Favilla was appointed as an independent director of the Company; Niraj Javeri was appointed as an independent director of the Company; and Young Cho was appointed as the CEO of the Company. On January 3, 2025, Kwong Cho Ho was appointed as the CFO of the Company. F-10 *Mizuho Deferred Underwriting Fee Waiver* The underwriters in the IPO, of which Mizuho served as the representative, agreed to defer $8,650,000 in underwriting fees payable, which fees are payable upon the completion of the initial business combination (Deferred Underwriting Fees). In May 2024, we entered into a certain waiver with Mizuho (Mizuho Waiver), pursuant to which Mizuho agreed to waive the Deferred Underwriting Fees and agreed to forfeit all of the 300,300 founder shares it received as compensation in connection with the IPO. The Company believes that Mizuho was acting as the 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 statements of changes in shareholders deficit. *Change in Auditor* On June 27, 2024, the Company dismissed Marcum Asia CPAs LLP (Marcum Asia) as its independent registered public accounting firm, effective immediately. The dismissal of Marcum Asia was approved by the Audit Committee of the Companys Board of Directors (the Audit Committee). On June 28, 2024, the Company engaged WithumSmith+Brown, PC (Withum) as its new independent registered public accounting firm. The engagement of Withum was approved by the Audit Committee. ** *Delisting from Nasdaq* On December 2, 2024, the Company received a notice from the staff of the Listing Qualifications Department of The Nasdaq Stock Market LLC (Nasdaq) stating that because the Company had not completed an initial business combination within 36 months of the effective date of its registration statement in connection with its IPO, it was not in compliance with Nasdaq listing rule IM 5101-2, and was therefore subject to delisting. Trading in the Companys securities on Nasdaq was suspended at the opening of business on December 9, 2024, and trading of the Companys securities on the over-the-counter market commenced shortly thereafter. *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. (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 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 Business Combination), 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. The consummation of the Business Combination is subject to customary conditions of the respective parties, including the approval of the Business Combination Agreement, the Business Combination and certain other actions related thereto by the Companys shareholders. F-11 *Liquidity, Capital Resources, and Going Concern* As of December 31, 2025, the Company had cash of $77,415 and a working capital deficit of $5,991,280. In connection with the Companys assessment of going concern considerations in accordance with Financial Accounting Standards Board (FASB) ASC Topic 205-40, Presentation of Financial StatementsGoing Concern, management has determined that if the Company is unable to raise additional funds to alleviate liquidity needs or complete an initial business combination by April 16, 2026 (or up to April 16, 2026 if the period of time to consummate a business combination is extended to the fullest extent possible in accordance with the terms of the Articles), the Company will cease all operations except for the purpose of liquidating. The working capital deficit, liquidity condition and mandatory liquidation raise substantial doubt about the Companys ability to continue as a going concern through approximately one year from the date of filing of this Quarterly Report. These 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 Companys 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 Companys 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 Companys financial position, results of operations and/or ability to consummate a Business Combination are not yet determinable. The financial statements do not include any adjustments that might result from the outcome of the above uncertainties. NOTE2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES ** *Basis of Presentation* The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (US GAAP) and pursuant to the rules and regulations of the SEC. ** *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 Companys 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. ** ** F-12 ** *Use of Estimates* The preparation of the financial statements in conformity with US GAAP requires the Companys 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 balance sheet. 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 balance sheet, 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 December 31, 2025 and 2024, the Company had cash of $77,415 and $3,769, respectively, held outside the Trust Account. The Company did not have any cash equivalents at December 31, 2025 and 2024. ** *Cash and Investments Held in Trust Account* At December 31, 2025 and 2024, the Company had $6.3 million and $44.3 million in cash and investments held in the Trust Account, respectively. The Companys portfolio of investments held in the Trust Account are 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. ** *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 $534,172 consisted principally of costs incurred in connection with preparation for the Initial Public Offering. These offering costs, together with the underwriter fees of $12,650,000 (or $4,000,000 paid in cash upon the closing of the Initial Public Offering and a deferred fee of $8,650,000 (Deferred Underwriting Fees)), were allocated between temporary equity, the Public Warrants and the Private Warrants in a relative fair value method upon completion of the Initial Public Offering. Of these costs, $442,567 was allocated to the Public Warrants and to the Private Placement Warrants and is charged to the statements of operations. In addition, the Company recorded the fair value of $999,517 (net of consideration) for an aggregate of 300,300 Class B shares transferred to Mizuho Securities USA LLC (Mizuho), the representative of the underwriters and 15,000 Class B shares transferred to Centaury Management Ltd., an investor in the former sponsor, each transferred upon the closing of the Initial Public Offering. As described below, in May 2024, the Company entered into a certain waiver with Mizuho (Mizuho Waiver), pursuant to which Mizuho agreed to waive the Deferred Underwriting Fees and agreed to forfeit all of the 300,300 founder shares it received 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 statements of changes in shareholders deficit. ** *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 Topic 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 Companys control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders equity (deficit). The Companys Class A ordinary shares feature certain redemption rights that are considered by the Company to be outside of the Companys control and subject to the occurrence of uncertain future events. Accordingly, at December 31, 2025 and 2024, the 489,887 and 3,717,207, respectively, Class A ordinary shares subject to possible redemption in the amount of $6,344,916 and $44,332,605 at redemption value per Public Share, respectively, are presented as temporary equity, outside of the shareholders deficit section of the Companys balance sheets. F-13 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 years ended December 31, 2025 and 2024, the Company recorded a remeasurement adjustment of $1,125,816 and $3,470,516, respectively, to increase to redemption value. ** *Net (Loss) Income per Ordinary Share* The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, Earnings Per Share. Net (loss) income per ordinary share is computed by dividing net (loss) income 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. The calculation of diluted (loss) income 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 December 31, 2025, 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 income (loss) per ordinary share: | | | For the Year Ended | | | For the Year Ended | | | | | | December31, | | | December31, | | | | | | 2025 | | | 2024 | | | | Class A Redeemable ordinary shares | | | | | | | | | Numerator: Allocation of net (loss) income, as adjusted | | $ | (11,096,755 | ) | | $ | 856,733 | | | | Denominator: Basic and diluted weighted average shares outstanding | | | 5,526,483 | | | | 4,362,031 | | | | Basic and diluted net (loss) income per Class A Redeemable Ordinary Share | | $ | (2.01 | ) | | $ | 0.20 | | | | Class B Non-redeemable ordinary shares | | | | | | | | | | | Numerator: Allocation of net (loss) income, as adjusted | | $ | (3,685,265 | ) | | $ | 1,129,339 | | | | Denominator: Basic and diluted weighted average shares outstanding | | | 1,835,361 | | | | 5,750,000 | | | | Basic and diluted net (loss) income per Class B Non-Redeemable Ordinary Shares | | $ | (2.01 | ) | | $ | 0.20 | | | *Income Taxes* The Company follows the asset and liability method of accounting for income taxes under ASC740, Income Taxes. 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 theyears 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 at December 31, 2025 and December 31, 2024. The Company has been currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has been subject to income tax examinations by major taxing authorities since inception. In December 2023, the FASB issued Accounting Standards Update (ASU) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires disclosures of incremental income tax information within the rate reconciliation and expanded disclosures of income taxes paid, among other disclosure requirements. ASU 2023-09 is effective for the fiscal year beginning after December 15, 2024. Early adoption is permitted. The Companys management does not believe the adoption of ASU 2023-09 will have a material impact on its financial statements and disclosures. 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 Companys financial statements. ** ** F-14 ** *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 Deposit Insurance Corporation coverage rate of $250,000. Any loss incurred or lack of access to such funds could have a significant adverse impact on the Companys financial condition, results of operations, and cash flows. ** *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 of a liability in an orderly transaction between market participants at the measurement date. US 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. The Companys 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, DebtDebt with Conversion and other Options (ASC 470). The notes are assessed under ASC 815 for any conversion features which may require bifurcation. F-15 *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 Companys 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 December 31, 2025, 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 Companys 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 December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09), which requires disclosures of incremental income tax information within the rate reconciliation and expanded disclosures of income taxes paid, among other disclosure requirements. ASU 2023-09 is effective for the fiscal year beginning after December 15, 2024. Early adoption is permitted. The Companys management does not believe the adoption of ASU 2023-09 will have a material impact on its financial statements and disclosures. 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 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 Companys financial statements. NOTE3 INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering and the underwriters exercise of the over-allotment option, the Company sold 23,000,000 Units at a purchase price of $10.00 per Unit generating gross proceeds to the Company in the total amount of $230,000,000, which includes the full exercise of the underwriter over-allotment option generating gross proceeds of $30,000,000 to the Company. Each Unit consists of one share of the Companys Class A ordinary shares, par value $0.0001 per share (the Class A common shares), 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 $11.50per share, subject to adjustment. The Company will effect a distribution of a number of warrants equal to 5,750,000 warrants, which is one-fourth of 23,000,000 common shares issued on IPO, on a pro-rata basis only to holders of record of Class A ordinary shares issued in the Initial Public Offering (whether such shares were acquired during or after the Initial Public Offering) that remain outstanding after the Company redeems any Class A ordinary shares that the holders thereof have elected to redeem in connection with the Companys initial business combination. Public shareholders who exercise their redemption rights are not entitled to receive any distribution of distributable redeemable warrants in respect of such redeemed public shares. The number of distributable redeemable warrants to be distributed in respect of each public share is contingent upon the aggregate number of public shares that are redeemed in connection with the Companys initial business combination but in no event will be less than one-fourth of a distributable redeemable warrant per Class A ordinary share that is not redeemed. The contingent rights to receive distributable redeemable warrants will remain attached to the Class A ordinary shares, will not be separately transferable, assignable or salable, and will not be evidenced by any certificate or instrument (See Note8). On April21, 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 rights to receive one-fourth of one redeemable warrant that were initially attached to the Units issued in the IPO. F-16 NOTE4 PRIVATE PLACEMENTS Simultaneously with the closing of the Initial Public Offering and the exercise of the over-allotment option, the Company consummated the private sale (the Private Placement) of an aggregate of 11,259,500 warrants (the Private Placement Warrants) at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds to the Company in the amount of $11,259,500. 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 30 days after the completion of an Initial Business Combination, subject to certain exceptions. NOTE5 RELATED PARTY TRANSACTIONS ** *Founder Shares* On June 17, 2021, the Sponsor received 5,750,000 of the Companys Class B ordinary shares (the Founder Shares) in exchange for cash paid on behalf of the Company of $25,000. On August 7, 2021, the Sponsor surrendered and forfeited 718,750 Founder Shares for no consideration, following which the Sponsor holds 5,031,250 Founder Shares. On November 30, 2021, the Company effected a further issuance of Founder Shares, resulting in the Sponsor holding an aggregate of 5,750,000 Founder Shares. All share amounts have been retroactively restated to reflect this surrender. The Founder Shares include an aggregate of up to 750,000 shares subject to forfeiture to the extent that the underwriters over-allotment is not exercised in full or in part, so that the number of Founder Shares will equal, on an as-converted basis, approximately 20% of the Companys issued and outstanding ordinary shares after the Initial Public Offering. Upon the exercise of the over-allotment option, these shares are no longer subject to forfeiture. The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of (A) one yearafter the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 tradingdays within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Public Shareholders having the right to exchange their shares of ordinary shares for cash, securities or other property. Concurrent with the closing of the Initial Public Offering, the Sponsor transferred 30,000 Class B ordinary shares to each of the three initial independent directors, at an aggregate purchase price of $150, or approximately $0.005 per share. During the year ended December 31, 2021, the Company recorded share-based compensation of $569,868 to the statements of operations for services rendered. As described in Note 1, pursuant to the Securities Transfer Agreement and at a closing on June 19, 2024, the current sponsors (i) purchased 3,542,305 Founder Shares from the former sponsor, certain investors who held the Founder Shares, and three present or previous independent directors of the Company, and (ii) purchased 3,940,825 Private Placement Warrants from the Former Sponsor. Following the completion of the Securities Transfer Transaction, the Current Sponsors hold and control 4,126,215 Founder Shares and 3,940,825 Private Placement Warrants. Current sponsors agreed to transfer for no consideration, 20,000 Founder Shares to each of the independent directors, Young Cho (appointed on June 20, 2024 and redesignated from acting as an independent director to Chief Executive Officer on December 27, 2024) and Enrique Klix (appointed on June 20, 2024) on June 20, 2024 and on December 27, 2024, to Christina Favilla (appointed on December 27, 2024) and Niraj Javeri (appointed on December 27, 2024). 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, Pubco, 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 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 Pubco Class A Common Stock issued to them in respect of their Founder Shares (the Exchanged Founder Shares) for shares of Pubco Class B Common Stock and the right to receive up to an aggregate of 3,000,000 newly issued shares of Pubco Class A Common Stock (the Earnout Shares), and to exchange any Private Placement Warrants held by such shareholder for the right to receive up to 600,000 Earnout Shares, in each case, upon the achievement of certain performance and price thresholds after the Closing. F-17 Subsequently, the parties negotiated an amended and restatement to the Sponsor Support Agreement to remove the earnout structure entirely and instead the TLGY Insiders 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. TLGY initially proposed that the TLGY Insiders should retain a fixed percentage of 5%, which Ethena Labs, at the direction of the Ethena Foundation, countered with a fixed percentage of 3% that the parties eventually agreed upon. ** *General and Administrative Services* Pursuant to the terms of the administrative services agreement, dated November 30, 2021 by and between the Company and the Former Sponsor (the Administrative Services Agreement), the Company agreed to pay the Former Sponsor a total of $15,000 per month for office space, utilities and secretarial and administrative support commencing on November 30, 2021 and ceasing upon completion of the Initial Business Combination or the Companys liquidation. On June 19, 2024, the Company and the Former Sponsor entered into a letter agreement (the Termination Letter) terminating the Administrative Services Agreement. Pursuant to the Termination Letter, the Company and the Former Sponsor agreed to irrevocably release, waive, and forever discharge the Company and its successors or assigns, the Former Sponsor and its members, directors, advisors, officers and its holding company, from any and all actions, compensations, fees and expenses, obligations and claims of all types and nature, including all sums that may be or have been accrued or outstanding, arising from or in connection with the Administrative Services Agreement. During the years ended December 31, 2025 and 2024, the Company incurred $0 and $60,000, respectively, pursuant to the Administrative Services Agreement. ** *Convertible Promissory Note* ** *i)Working Capital Loans* In order to finance transaction costs in connection with a Business Combination, the Sponsors or affiliates of the Sponsors or certain of their respective officers and directors may, but are not obligated to, loan the Company funds as may be required (Working Capital Loans). Such 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 lenders discretion, up to $1,500,000 of the notes may be converted upon completion of a Business Combination into warrants at a price of $1.00 per warrant. Such warrants would be identical to the Private Placement Warrants. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. As of December 31, 2025 and 2024, there were $3,347,359 and $2,255,325, respectively, outstanding of the Working Capital Loans. As of December 31, 2025, the current sponsors provided the Company an aggregated $2,130,359 of funding loans. ** *ii)Time Extension Funding Loans* In order to extend the Companys time period for consummating a Business Combination, 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. If the Company completes its Business Combination, the Company will repay such loaned amounts. In the event that the 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 $3,000,000 of loans made to extend the time period for consummating an initial business combination may be convertible into private placement warrants of the post-business combination entity at a price of $1.00 per warrant at the option of the lender (the Extension Loans). Such warrants are identical to the Private Placement Warrants. Prior to the completion of a Business Combination, the Company does not expect to seek loans from parties other than the Sponsor or an affiliate of the Sponsor as the Company does not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in the Trust Account. As of December 31, 2025 and 2024, the Company had a $2,541,966 and $1,914,000 outstanding balance under, respectively, the extension loans. As of December 31, 2025, the current sponsors provided the Company an aggregated $846,966 of funding loans. F-18 NOTE6 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 shares of 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 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 45-day option from the date of Initial Public Offering to purchase up to 3,000,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. On December 3, 2021, concurrent with the closing of the Initial Public Offering, the underwriters were paid a cash underwriting discount of $0.20 per Unit, or $4,000,000 in the aggregate (regardless of whether the underwriters over-allotment option to purchase additional units is exercised in full), which was paid upon the closing of the Initial Public Offering. In addition, the underwriters will be entitled to a deferred fee of $0.35 per Unit, or $7,000,000 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. On December 8, 2021, the Company consummated the closing of the sale of an additional 3,000,000 Option Units at $10.00 per Option Unit, pursuant to the underwriters exercise in full of their over-allotment option, generating gross proceeds of $30,000,000. The Company recorded an additional deferred fee of $1,650,000 to be paid upon completion of a Business Combination. Concurrent with the closing of the Initial Public Offering, the Sponsor transferred 15,000 Class B ordinary shares to Centaury Management Ltd., an investor in the Sponsor, at an aggregate purchase price of $75, or approximately $0.005 per share. The Sponsor also transferred 300,300 Class B ordinary shares to Mizuho Securities USA LLC, the representative of the underwriters, at an aggregate purchase price of $1,000,000, or approximately $3.33 per share (the Representatives Shares). The Company thus recorded additional transaction costs of $999,517, the grant date fair value of the shares net of consideration received. The Representatives Shares have been deemed compensation by Financial Industry Regulatory Authority (FINRA) and are therefore subject to a lock-up for a period of 180 days immediately following the date of the effectiveness of the registration statement of which this prospectus forms a part pursuant to Rule 5110(e)(1) of the FINRA Manual. In May 2024, the Company entered into a certain waiver with Mizuho (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 statements of changes in shareholders deficit. F-19 *Legal Fees* The Company has an agreement in place whereby if its prior legal counsel for the Companys 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 Companys IPO, pursuant to which its prior legal counsel agreed to a waiver for all IPO related 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 Companys IPO a sum of $130,000, as full and final payment. NOTE7 SHAREHOLDERS DEFICIT ** *Preference Shares*The Company is authorized to issue 5,000,000 shares of preference shares with a par value of $0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Companys board of directors. As of December 31, 2025 and 2024, there were no preference shares issued or outstanding. ** *Class A Ordinary Shares*The Company is authorized to issue 500,000,000 shares of Class A ordinary shares with a par value of $0.0001 per share. Holders of Class A ordinary shares are entitled to one vote for each share. On April 18, 2025, certain Founder Shareholders elected to convert 5,344,700 Class B ordinary shares held by them to 5,344,700 Class A ordinary shares. Notwithstanding the conversions, holders of such 5,344,700 Class A ordinary shares will not be entitled to receive any monies held in the Trust Account as a result of their ownership of such Class A ordinary shares issued upon conversion of the Founder Shares. As of December 31, 2025 and 2024, there were 5,834,587 and 3,717,207 Class A ordinary shares issued and outstanding, respectively, including 489,887 and 3,717,207 shares of Class A ordinary shares, respectively, subject to possible redemption. ** *Class B Ordinary Shares***The Company is authorized to issue 50,000,000 shares of Class B ordinary shares with a par value of $0.0001 per share. Holders of Class B ordinary shares are entitled to one vote for each share. On November 30, 2021, the Company effected a further issuance of Founder Shares, resulting in the Sponsor holding an aggregate of 5,750,000 Founder Shares. In May 2024, the Company entered into the Mizuho Waiver, pursuant to which Mizuho agreed to forfeit all of the 300,300 Class B ordinary shares received by it as compensation in connection with the IPO. The forfeiture of the 300,300 Class B ordinary shares was completed on June 30, 2025. As of December 31, 2025 and 2024, there were 105,000 and 5,750,000 shares of Class B ordinary shares issued and outstanding. Only holders of the Class B ordinary shares will have the right to vote on the election of directors prior to the Business Combination. Holders of ordinary shares, 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 shareholders except as otherwise required by law. In connection with a Business Combination, the Company may enter into a shareholders 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. F-20 The shares of 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 one-for-one basis, subject to adjustment. In the case that additional shares of Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts issued in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which shares of Class B ordinary shares shall convert into shares of Class A ordinary shares will be adjusted (unless the holders of a majority of the then-outstanding shares of Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A ordinary shares issuable upon conversion of all shares of Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of ordinary shares outstanding upon the completion of Initial Public Offering plus all shares of Class A ordinary shares and equity-linked securities issued or deemed issued in connection with a Business Combination (net of the number of shares of Class A ordinary shares redeemed in connection with a Business Combination), excluding any shares or equity-linked securities issued or issuable to any seller of an interest in the target to the Company in a Business Combination. 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 right of a holder of Class B ordinary shares to convert their Class B ordinary shares into Class A ordinary shares on a prior to the closing of the business combination. On April 18, 2025, pursuant to the terms of the amended and restated memorandum and articles of association, the Sponsors elected to convert all of the Class B ordinary shares held by them on a one-for-one basis into Class A ordinary shares, resulting in the Sponsors owning an aggregate of 3,305,228 Founder Shares, consisting of 3,305,228 Class A ordinary shares and 0 TLGY Class B ordinary shares. Following such conversion and giving effect to the redemption of shares by public shareholders following the extension as approved in the extraordinary general meeting held on April 15, 2025, as of April 18, 2025, the Company had an aggregate of 5,834,587 Class A ordinary shares issued and outstanding and 105,000 Class B ordinary shares issued and outstanding. 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) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any shares of Class A ordinary share 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 shares of Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of 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 20 business days after the closing of a Business Combination, the Company will use its commercially reasonable efforts to file, and within 60 business days following a Business Combination to have declared effective, a registration statement covering the issuance of the shares of Class A ordinary shares issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A ordinary shares until the warrants expire or are redeemed. Notwithstanding the above, if the Class A ordinary share is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a covered security under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. ** *Redemption of Warrants When the Price per Share of Class A Ordinary Share Equals or Exceeds $18.00* Once the warrants become exercisable, the Company may redeem the outstanding Public Warrants: | | in whole and not in part; | | | | at a price of $0.01 per Public Warrant; | | F-21 | | upon a minimum of 30 days prior written notice of redemption, or the 30-day redemption period to each warrant holder; and | | | | if, and only if, the last reported sale price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganization, recapitalizations and the like) for any 10 trading days within a 20-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to warrant holders. | | 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. ** *Redemption of Warrants When the Price per Share of Class A Ordinary Share Equals or Exceeds $10.00* Once the warrants become exercisable, the Company may redeem the outstanding Public Warrants: | | in whole and not in part; | | | | at a price of $0.10 per warrant provided that the holder will be able to exercise their warrants on cashless basis prior to redemption and receive that number of shares based on the redemption date and the fair market value of the Class A ordinary shares; | | | | upon a minimum of 30 days prior written notice of redemption; | | | | if, and only if, the last reported sale price of the Class A ordinary share equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganization, recapitalizations and the like) for any 10 trading days within a 20- trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders; and | | 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 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable, except as described above, so long as they are held by the initial purchasers of the Private Placement Warrants or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers of the Private Placement Warrants or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. The Company accounts for the 22,759,500 warrants issued in connection with the Initial Public Offering (including 11,500,000 Public Warrants and 11,259,500 Private Placement Warrants) in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. 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 Companys 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 December 31, 2025 and 2024, the derivative warrant liabilities were $14,793,675 and $457,466 respectively. 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 Companys 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. F-22 NOTE9 FAIR VALUE MEASUREMENTS The following table presents information about the Companys assets and liabilities that are measured at fair value at December 31, 2025 and 2024, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: | | | | | | December31, | | | | | | December31, | | | | Description | | Level | | | 2025 | | | Level | | | 2024 | | | | Assets: | | | | | | | | | | | | | | | | | Cash and investments held in Trust Account | | 1 | | | $ | 6,344,805 | | | 1 | | | $ | 44,332,605 | | | | Liabilities: | | | | | | | | | | | | | | | | | Warrant liability Private Placement Warrants | | 3 | | | $ | 7,318,675 | | | 3 | | | $ | 226,316 | | | | Warrant liability Public Warrants | | 1 | | | $ | 7,475,000 | | | 1 | | | $ | 231,150 | | | 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 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 statements of operations. Upon issuance, the Company used a Monte Carlo simulation model to value the Public Warrants. The Company utilized 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 one Class A ordinary share and one-half of one Public Warrant), (ii) the sale of Private Warrants, and (iii) the issuance of Class B ordinary shares, first to the warrants based on their fair values as determined at initial measurement, with the remaining proceeds allocated to Class A ordinary shares subject to possible redemption (temporary equity) and Class B ordinary shares (permanent equity) based on their relative fair values at the initial measurement date. Upon issuance, the Public Warrants and the Private Placement Warrants were classified within Level 3 of the fair value hierarchy at the measurement dates due to the use of unobservable inputs. Inherent in pricing models are assumptions related to expected share-price volatility, expected life and risk-free interest rate. The Company estimates the volatility of its ordinary shares based on historical volatility that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The subsequent measurements as of December 31, 2025 of the Public Warrants after the detachment of the Public Warrants from the Units are classified as Level 1 due to the use of an observable market quote in an active market. For periods subsequent to the detachment of the Public Warrants from the Units, the publicly traded closing price of the Public Warrants of $0.65 per warrant, was used as the fair value as of the relevant date. The terms of the Private Placement Warrants are analogous to the Public Warrants with the exception that they are not redeemable. As such, these warrants were valued using a modified Black-Scholes model. 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 years ended December 31, 2025 and 2024. | | FairValue | | | | Measurement Using | | | | Level3 | | | | InputsTotal | | | | | Balance, December 31, 2024 | $ | 226,316 | | | | Additions | | | | | | Change in fair value of derivative warrant liabilities | | 7,092,359 | | | | Balance, December 31, 2025 | $ | 7,318,675 | | | The key inputs into the Monte Carlo simulation model and the modified Black-Scholes model to value the derivative warrant liabilities were as follows: | | | December 31, 2025 | | | December31, 2024 | | | | Share price | | $ | 11.80 | | | $ | 11.64 | | | | Exercise price | | $ | 11.50 | | | $ | 11.50 | | | | Risk-free interest rate | | | 3.48 | % | | | 4.19 | % | | | Expected life of warrants | | | 1.16 years | | | | 1.32 years | | | | Expected volatility of underlying shares | | | de minimis | % | | | de minimis | % | | | Dividend yield | | | 0.00 | % | | | 0.00 | % | | | Probability of business combination | | | 80.00 | % | | | 10.00 | % | | F-23 As of December 31, 2025 and 2024, the derivative warrant liabilities were $14,793,675 and $457,466, respectively. In addition, for the years ended December 31, 2025 and 2024, respectively, the Company recorded a loss of $14,336,209 and $104,694 on the change in fair value of the derivative warrant liabilities on the statements of operations. NOTE 10 SEGMENT INFORMATION ASC Topic 290, Segment Reporting, establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic areas, and major customer. Operating segments are defined as components of an enterprise that engage in business activities from which it may recognize revenues and incur expenses, and for which separate financial information is available that is regularly evaluated by the Companys chief operating decision maker (CODM), or group, in deciding how to allocate resources and assess performance. The Companys CODM has been identified as the Chief Executive Officer, who reviews the assets, operating results, and financial metrics 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 one operating segment. When evaluating the Companys performance and making key decision regarding resource allocation, the CODM assesses performance for the single segment and decides how to allocate resources based on net income or loss that also is reported on the statements of operations as net income or loss. The measure of segment assets is reported on the balance sheets as total assets: | | | December31, 2025 | | | December31, 2024 | | | | Total Assets | | $ | 6,447,220 | | | $ | 44,359,714 | | | | | | For the | | | For the | | | | | | Year Ended | | | Year Ended | | | | | | December31, | | | December31, | | | | | | 2025 | | | 2024 | | | | EXPENSES | | | | | | | | | | | Administration fee - related party | | $ | | | | $ | 60,000 | | | | General and administrative | | | 1,298,834 | | | | 1,071,437 | | | | TOTAL EXPENSES | | | 1,298,834 | | | | 1,131,437 | | | | | | | | | | | | | | | OTHER (EXPENSE) INCOME | | | | | | | | | | | Income earned on cash and investments held in Trust Account | | | 725,255 | | | | 2,598,427 | | | | Forgiveness of debt | | | 127,768 | | | | 623,776 | | | | Change in fair value of derivative liabilities | | | (14,336,209 | ) | | | (104,694 | ) | | | TOTAL OTHER (EXPENSE) INCOME | | $ | (13,483,186 | ) | | $ | 3,117,509 | | | 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 business 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 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 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. F-24 NOTE 11 SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to March 31, 2026, the date that the financial statements were available to be issued. Based upon this review, except as stated below, the Company did not identify any other subsequent events that would have required adjustment to or disclosure in the financial statements. *Promissory Notes* On January 1, 2026, the Company issued unsecured working capital promissory notes to each of the current sponsors, pursuant to which the Company may borrow up to an aggregate principal amount of $545,000 and $455,000, respectively (the 2026 January Working Capital Promissory Notes, and each a 2026 January Working Capital Promissory Note). Both 2026 January Working Capital Promissory Notes are non-interest bearing and payable on the earlier of (i) fifteen (15) months from the closing of the Companys IPO (or such later date as may be extended in accordance with the terms of the Companys amended and restated memorandum and articles of association), or (ii) the date on which the Company consummates an initial Business Combination. The principal balance of the 2026 January Working Capital Promissory Notes may be prepaid at any time by the Company at its election and without penalty. On January 16, 2026, in order to deposit the monthly extension payment to extend the period of time that the Company has to complete its initial business combination by an additional month for the period from January 16, 2026 to February 16, 2026 the Company issued unsecured promissory notes to each of CPC Sponsor Opportunities I, LP and CPC Sponsor Opportunities I (Parallel), LP (the 2026 January Extension Promissory Notes), pursuant to which the Company was provided $13,349 and $11,145, respectively. These 2026 January Extension Promissory Notes were non-interest bearing and payable on the earlier of (i) fifteen (15) months from the closing of the Companys initial public offering (or such later date as may be extended in accordance with the terms of the Companys amended and restated memorandum and article of association), or (ii) the date on which the Company consummates an initial business combination. On February 16, 2026, in order to deposit the monthly extension payment to extend the period of time that the Company has to complete its initial business combination by an additional month for the period from February 16, 2026 to March 16, 2026 the Company issued unsecured promissory notes to each of CPC Sponsor Opportunities I, LP and CPC Sponsor Opportunities I (Parallel), LP (the 2026 February Extension Promissory Notes), pursuant to which the Company was provided $13,349 and $11,145, respectively. These 2026 February Extension Promissory Notes were non-interest bearing and payable on the earlier of (i) fifteen (15) months from the closing of the Companys initial public offering (or such later date as may be extended in accordance with the terms of the Companys amended and restated memorandum and article of association), or (ii) the date on which the Company consummates an initial business combination. On March 16, 2026, in order to deposit the monthly extension payment to extend the period of time that the Company has to complete its initial business combination by an additional month for the period from March 16, 2026 to April 16, 2026 the Company issued unsecured promissory notes to each of CPC Sponsor Opportunities I, LP and CPC Sponsor Opportunities I (Parallel), LP (the 2026 March Extension Promissory Notes), pursuant to which the Company was provided $13,349 and $11,145, respectively. These 2026 March Extension Promissory Notes were non-interest bearing and payable on the earlier of (i) fifteen (15) months from the closing of the Companys initial public offering (or such later date as may be extended in accordance with the terms of the Companys amended and restated memorandum and article of association), or (ii) the date on which the Company consummates an initial business combination. *Extensions to Complete the Initial Business Combination* On February 10, 2026, the Company notified Continental Stock Transfer & Trust Company of its intention to extend the period of time that the Company has to complete its initial business combination (the Termination Date) by an additional month for the period from February 17, 2026 to March 16, 2026, subject to the Companys sponsor or its affiliates or designees depositing $24,494.35 (the February Extension Deposit) into the trust account. On February 13, 2026, the Companys sponsor or its affiliates or designees deposited the February Extension Deposit into the trust account and as a result the Termination Date was extended by one month until March 16, 2026. On March 10, 2026, the Company notified Continental Stock Transfer & Trust Company of its intention to extend the period of time that the Company has to complete its initial business combination (the Extended Termination Date) by an additional month for the period from March 17, 2026 to April 16, 2026, subject to the Companys sponsor or its affiliates or designees depositing $24,494.35 (the March Extension Deposit) into the trust account. On March 13, 2026, the Companys sponsor or its affiliates or designees deposited the March Extension Deposit into the trust account and as a result the Extended Termination Date was extended by one month until April 16, 2026. F-25