StableX Technologies Inc美股招股说明书(2026-01-09版)

16,403,512 Shares of Common Stock This prospectus relates to the resale by the selling stockholders named in this prospectus from time to time of up to an aggregate of16,403,512 shares of our common stock, par value $0.0001 per share (the “Common Stock”), issuable upon (i) the conversion ofshares of our newly designated Series I convertible preferred stock (the “Preferred Shares”), and (ii) exercise of certain warrants topurchase shares of Common Stock (the “Warrants”). The Preferred Shares were acquired by the applicable selling stockholders under the Securities Purchase Agreement (the “PurchaseAgreement”), dated August 4, 2025, by and among the Company and the investors party thereto (the “Investors”). The Warrants wereacquired by the selling stockholders under the (i) Purchase Agreement (such Warrants issued pursuant to the Purchase Agreement, the“Investor Warrants”), (ii) an engagement agreement (the “GPN Engagement Agreement”), dated August 1, 2025, between theCompany and GP Nurmenkari Inc. (“GPN”), (iii) an engagement agreement (the “Palladium Engagement Agreement” and,collectively with the GPN Engagement Agreement, the “Engagement Agreements”), dated July 30, 2025, between the Company andPalladium Capital Group, LLC (“Palladium” and, together with GPN, the “Placement Agents”), as applicable (such Warrants issuedpursuant to the Engagement Agreements, the “Placement Agent Warrants” and together with the Investor Warrants, the “PrivatePlacement Warrants,” and the shares of Common Stock issuable upon the exercise of the Warrants, the “Private Placement WarrantShares”), and (iv) that certain consulting agreement (the “Altucher Consulting Agreement”) dated as of August 4, 2025, by and amongthe Company, James Altucher and Z-List Media, Inc. (collectively, the “Consultants”) (such Warrants issued pursuant to the AltucherConsulting Agreement, the “Consultant Warrants”). The shares of Common Stock issuable upon the conversion of the Preferred Sharesare herein referred to as “Conversion Shares,” and the shares of Common Stock issuable upon the exercise of the Warrants are hereinreferred to as “Warrant Shares.” The Conversion Shares and the Warrant Shares were issued in reliance upon the exemption from the registration requirements inSection 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) and Regulation D promulgated thereunder. We are registering the resale of the Conversion Shares and Warrant Shares issuable upon exercise of the Investor Warrants covered bythis prospectus as required by the Registration Rights Agreement, dated August 4, 2025, by and among the Company and the Investors(the “Registration Rights Agreement”). We are also registering for resale the Warrant Shares issuable upon exercise of the PlacementAgent Warrants covered by this prospectus. We are also registering for resale the Warrant Shares issuable upon exercise of theConsultant Warrants covered by this prospectus. The selling stockholders will receive all of the proceeds from any sales of the shares offered hereby. We will not receive any of theproceeds, but we will incur expenses in connection with the offering. To the extent the Warrants are exercised for cash, if at all, we willreceive the exercise price of the Warrants. We intend to use those proceeds, if any, for general corporate purposes. The issuance of the shares of Common Stock covered by this prospectus could cause substantial dilution to our existing stockholders.The actual number of shares of Common Stock that we issue to the selling stockholders may be less than the aggregate number ofshares covered by this prospectus. Please refer to risk factor entitled “The issuance of the shares of Common Stock covered by thisprospectus could significantly increase the total number of shares of Common Stock issued and outstanding and thereby cause ourexisting stockholders to experience substantial dilution” on page 9 of this prospectus. For additional information on the terms of thePreferred Shares and the Warrants, including those terms which may affect the number of Conversion Shares or Warrant Shares thatwill be issued to the holders of the Preferred Shares and the Warrants, you should refer to the sections of this prospectus entitled“Prospectus Summary—Private Placement of Preferred Shares and Private Placement Warrants” and “Prospectus Summary—Consultant Warrants.” Our registration of the shares of Common Stock covered by this prospectus does not mean that the selling stockholders will offer orsell any of such shares of Common Stock. The selling stockholders named in this prospectus, or their donees, pledgees, transferees orother successors-in-interest, may resell the shares of Common Stock covered by this prospectus through public or private transactionsat prevailing market prices, at prices related to prevailing market prices or at privately negotiated prices. For additional information onthe possible methods of sale that may be used by the selling st