StableCoinX Inc. Restructures Former SPAC Sponsor Notes, Issues Warrants

What Happened

• StableCoinX Inc. (USDE) filed an 8‑K disclosing that it restructured approximately $6.9 million of convertible promissory notes the company assumed at the June 25, 2026 business combination with TLGY Acquisition Corp. The company entered a Term Sheet on August 5, 2026 and executed final Note Consolidation and Restructuring Agreements with the former SPAC sponsors on August 21, 2026.
• Under the agreements the former SPAC sponsors (TLGY Sponsors, CPCSO and CPCSO Parallel) agreed to: (i) receive 5% of each prior note’s original principal in cash, (ii) receive 47.5% in Tranche A warrants sold at $1.00 per warrant (each exercisable for one Class A share at $11.50, expiring June 25, 2031), and (iii) receive 47.5% in Tranche B warrants sold at $0.75 per warrant (each exercisable for one Class A share at $15.00, expiring eight years after issuance). Warrants become exercisable 30 days after issuance and are treated as Private Placement Warrants under the existing warrant agreement.

Key Details

• Total original principal restructured: ~ $6.9 million (≈ $2.9M TLGY Sponsors; $2.2M CPCSO; $1.8M CPCSO Parallel).
• Payout mix: 5% cash, 47.5% Tranche A warrants (price $1.00, exercise $11.50, expiration 6/25/2031), 47.5% Tranche B warrants (price $0.75, exercise $15.00, expiration 8 years after issuance).
• Warrants: exercisable 30 days after issuance; while held by former sponsors or permitted transferees they can be exercised cashless and are non-redeemable; 30‑day transfer restriction applies; holders have customary registration rights.
• Former sponsors waived all claims under the prior notes; upon satisfaction of the restructuring terms the prior notes will be cancelled.

Why It Matters

• This deal converts most of the assumed SPAC-era debt into warrants rather than requiring full cash repayment, reducing near-term cash outflows for StableCoinX (only 5% of principal paid in cash).
• However, the issuance of warrants creates potential future equity dilution if and when the warrants are exercised; the warrants also include registration rights, which can increase the company’s float once exercised.
• The cashless-exercise feature available while warrants remain with the former sponsors means the company may not receive cash proceeds if sponsors exercise on a cashless basis, limiting immediate capital benefit from any exercises.
• Investors should note the timeline: warrants become exercisable 30 days after issuance and have multi‑year expirations, so any dilution or cash impact would be spread over time.