StableCoinX Inc.

As filed with the Securities and Exchange Commission on August 31, 2026

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORMS-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

StablecoinX Inc.

(Exact name of registrant as specified in its charter)

6160 Warren Parkway, Suite 100

Frisco, TX 75034

Telephone: (302) 803-6849

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Young Cho

Chief Financial Officer

6160 Warren Parkway, Suite 100

Frisco, TX 75034

Telephone: (302) 803-6849

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Elliott Smith

Sarah Ross

Jordan Leon

Ashurst Perkins Coie US LLP

1155 Avenue of the Americas

New York, NY 10036

(212) 262-6900

Approximate date of commencement of proposed sale to the public: From time to time after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

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 the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 7(a)(2)(B) of the Securities Act.☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. Neither we nor the Selling Stockholders may sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

PRELIMINARY PROSPECTUS, SUBJECT TO COMPLETION, DATED AUGUST 31, 2026

StablecoinX, Inc.

Primary Offering of

19,124,586 Shares of Class A Common Stock

Secondary Offering of

12,668,943 Shares of Class A Common Stock

This prospectus relates to the offer and sale by StablecoinX Inc., a Delaware corporation (“us,” “we,” “StablecoinX,” or the “Company”), of (i) up to 11,500,000 shares of Class A common stock, par value $0.0001 per share, of the Company (the “Class A Common Stock”) that are issuable by us upon the exercise of 11,500,000 warrants of the Company, each exercisable at $11.50 per share, issued as a part of units sold by TLGY (as defined below) in its initial public offering (“Public Warrants”), (ii) up to 3,267,679 shares of Class A Common Stock that are issuable by us upon the exercise of 3,267,679 warrants, each exercisable at $11.50 per share, issued at a price of $1.00 per warrant in a private placement to the Former SPAC Sponsors (as defined herein) (the “Tranche A Sponsor Warrants”), and (iii) up to 4,356,907 shares of Class A Common Stock that are issuable by us upon the exercise of 4,356,907 warrants, each exercisable at $15.00 per share, issued at a price of $0.75 per warrant in a private placement to the Former SPAC Sponsors (the “Tranche B Sponsor Warrants” and, together with the Tranche A Sponsor Warrants, the “Sponsor Warrants” and collectively with the Public Warrants, the “Warrants”).

This prospectus also relates to the offer and resale from time to time by the Selling Stockholders named in this prospectus (including their transferees, donees, pledgees and other successors-in-interest, each a “Selling Stockholder” and, collectively, the “Selling Stockholders”) of up to 12,668,943 shares of Class A Common Stock, which consists of (i) 4,965,722 shares of Class A Common Stock issued in connection with the Business Combination (as defined below), (ii) 78,635 shares of Class A Common Stock issuable upon vesting and settlement of restricted stock unit awards (the “RSUs”) held by certain Selling Stockholders, and (iii) up to 7,624,586 shares of Class A Common Stock that are issuable upon the exercise of the Sponsor Warrants.

On June 25, 2026 (the “Closing Date”), we consummated the transactions contemplated by that certain business combination agreement, dated as of July 21, 2025 (as amended on January 21, 2026 and April 21, 2026, the “Business Combination Agreement”), with TLGY Acquisition Corp., a Cayman Islands exempted company (“TLGY”), StablecoinX Assets Inc., a Delaware corporation (“SC Assets”), StablecoinX SPAC Merger Sub LLC, a Delaware limited liability company and our wholly-owned subsidiary (“SPAC Merger Sub”), and StablecoinX Company Merger Sub, Inc., a Delaware corporation and our wholly-owned subsidiary (“Company Merger Sub”). Pursuant to the terms of the Business Combination Agreement, on the Closing Date, (1) SPAC Merger Sub merged with and into TLGY, with TLGY continuing as the surviving company (the “SPAC Merger”), and (2) immediately following the SPAC Merger, Company Merger Sub merged 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 the Mergers and the other transactions contemplated by the Business Combination Agreement (the “Business Combination”), TLGY and SC Assets became our wholly-owned subsidiaries and we became a publicly traded company.

The Selling Stockholders can sell, under this prospectus, up to 12,668,943 shares of Class A Common Stock constituting approximately 29.3% of our issued and outstanding shares of Class A Common Stock and approximately 41.1% of our issued and outstanding shares of Common Stock held by non-affiliates, in each case, on a fully diluted basis (assuming and after giving effect to the issuance of 19,124,586 shares of Class A Common Stock upon exercise of all outstanding Warrants and 78,635 shares of Class A Common Stock upon vesting and settlement of outstanding RSUs). Sales of a substantial number of shares of our Class A Common Stock in the public market by the Selling Stockholders and/or by our other existing securityholders, or the perception that those sales might occur, could depress the market price of shares of our Class A Common Stock and could impair our ability to raise capital through the sale of additional equity securities. We are unable to predict the effect that such sales may have on the prevailing market price of shares of our Class A Common Stock. The sale of all the securities being offered in this prospectus could result in a significant decline in the public trading price of our securities. Despite such a decline in the public trading price, some of the Selling Stockholders may still experience a positive rate of return on the securities they purchased due to the differences in the purchase prices. For additional information, see “Risk Factors–Risks Related to this Offering by the Selling Stockholders–Sales of a substantial number of our securities in the public market by the Selling Stockholders and/or by our existing securityholders could cause the price of shares of our Class A Common Stock and Public Warrants to fall.”

We will not receive any proceeds from the sale of shares of Class A Common Stock by the Selling Stockholders pursuant to this prospectus. We will receive proceeds from the exercise of the Warrants for cash, but not from the sale of the shares of Class A Common Stock issuable upon such exercise.

We are registering the securities for resale pursuant to the Selling Stockholders’ registration rights under certain agreements between us and the Selling Stockholders. Our registration of the securities covered by this prospectus does not mean that the Selling Stockholders will offer or sell any of the shares of Class A Common Stock. The Selling Stockholders may offer, sell or distribute all or a portion of their shares of Class A Common Stock publicly or through private transactions at prevailing market prices or at negotiated prices. We will bear all costs, expenses, and fees in connection with the registration of the shares of Class A Common Stock. The Selling Stockholders will bear all commissions and discounts, if any, attributable to their respective sales of the shares of Class A Common Stock. We provide more information about how the Selling Stockholders may sell the shares of Class A Common Stock or Warrants in the section entitled “Plan of Distribution.”

Our Class A Common Stock is listed on the Nasdaq Stock Market LLC (“Nasdaq”) under the symbol “USDE” and our Public Warrants are listed on Nasdaq under the symbol “USDEW.” On August 28, 2026, the closing price of our Class A Common Stock was $6.76 and the closing price for our Public Warrants was $1.48.

We are an “emerging growth company” and a “smaller reporting company” under the federal securities laws and will be subject to reduced disclosure and public reporting requirements. See “Prospectus Summary — Implications of Being an Emerging Growth Company and a Smaller Reporting Company.”

Our business and investment in our securities involves significant risks. These risks are described in the section titled “Risk Factors” beginning on page 8 of this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is , 2026.

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