TLGY Acquisition (US:TLGY)2026-03-31 12:57Financial Performance - The company reported a net loss of $14,782,020 for the year ended December 31, 2025, primarily due to a change in fair value of derivative warrant liabilities of $14,336,209[147]. - For the year ended December 31, 2024, the company had a net income of $1,986,072, driven by interest income on funds held in trust of $2,598,427[148]. - The company reported a working capital deficit of $5,991,280 as of December 31, 2025, indicating liquidity challenges[156]. - If the company cannot raise additional funds or complete a business combination by April 16, 2026, it will cease operations except for liquidation purposes, raising substantial doubt about its ability to continue as a going concern[157]. IPO and Fundraising - The company generated gross proceeds of $200,000,000 from its IPO of 20,000,000 units at a price of $10.00 per unit on December 3, 2021[149]. - An additional $30,000,000 was generated from the sale of 3,000,000 Option Units at $10.00 per unit, following the full exercise of the over-allotment option by underwriters[150]. - The company incurred $14,183,689 in transaction costs related to the IPO, including $4,000,000 in underwriting fees and $8,650,000 in deferred underwriting fees[150]. - The underwriters of the IPO received a cash underwriting discount of 2.0% of the gross proceeds, totaling $4,000,000, with additional deferred underwriting fees of $8,650,000 to be paid upon completion of the initial business combination[160]. Business Combination and Operations - The company entered into a business combination agreement with StablecoinX Assets Inc. on July 21, 2025, which will result in the company becoming a wholly owned subsidiary of StablecoinX[135]. - The company has continued to evaluate other possible business combination targets following the termination of the merger agreement with Verde Bioresins[145]. - The company has not engaged in any operations or generated revenues to date, with activities focused on preparing for the IPO and searching for a target for the initial business combination[146]. - The company received a notice from Nasdaq on December 2, 2024, regarding non-compliance with listing rules due to not completing an initial business combination within 36 months, leading to trading suspension[144]. - The company redeemed 15,681,818 Class A ordinary shares at approximately $10.40 per share in February 2023 as part of an extension to complete an initial business combination[151]. Legal and Accounting Matters - The company has a legal agreement to pay $130,000 to its prior legal counsel contingent upon the successful consummation of the initial business combination[161]. - A mutual release agreement with Verde Bioresins stipulates that the company will pay $83,125 only if the initial business combination is consummated[162]. - The company accounts for warrant liabilities as liabilities at fair value, subject to re-measurement at each reporting period[164]. - Class A ordinary shares subject to possible redemption are classified as temporary equity, reflecting certain redemption rights outside the company's control[167]. - The company did not consider the effect of warrants in calculating diluted loss per share, resulting in diluted net loss per ordinary share being the same as basic net loss per ordinary share[169]. - The company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new or revised accounting standards[172].