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StableCoinX ENA token lockup ends Oct. 5, 2026

StablecoinX Inc. (USDE) entered into a Waiver Letter on September 14, 2026 with its subsidiary StablecoinX Assets Inc., Ethena OpCo Ltd. and the Ethena Foundation to modify restrictions on ENA tokens held by or deliverable to the company and its subsidiaries.

(High)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

StablecoinX Inc. (USDE) entered into a Waiver Letter on September 14, 2026 with its subsidiary StablecoinX Assets Inc., Ethena OpCo Ltd. and the Ethena Foundation to modify restrictions on ENA tokens held by or deliverable to the company and its subsidiaries.

Effective October 5, 2026, the Ethena parties will permanently waive, release and terminate all lock-up, vesting and unlocking restrictions on these ENA tokens, including a 48‑month contractual lock-up tied to PIPE token purchase agreements from StablecoinX’s business combination with TLGY Acquisition Corporation. The waiver aligns the company’s lock-up release date with that already announced for other ENA holders.

The Waiver Letter also sets a framework for “Funding Sales” of ENA tokens to fund working capital and strategic requirements related to activities described as value-accretive to the Ethena ecosystem. For each Funding Sale, StablecoinX must give the Ethena Foundation at least five business days’ prior written notice, during which the Foundation may elect to acquire all or part of the tokens at the proposed price. Any ENA sale or other disposition by StablecoinX remains subject to the Foundation’s prior written consent under the existing Collaboration Agreement and to applicable laws and regulations.

Positive

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Negative

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Filing Explained

For a Funding Sale, StablecoinX must give the Foundation at least five business days’ notice; if the Foundation neither responds nor exercises its right to buy at the proposed price, the company may proceed, while other Collaboration Agreement obligations remain.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Waiver Effective Date October 5, 2026 Date when all lock-up, vesting and unlocking restrictions on Subject ENA Tokens are permanently waived
Original ENA lock-up period 48 months Contractual lock-up under token purchase agreements for ENA acquired in the PIPE with TLGY Acquisition Corporation
Notice period for Funding Sale 5 business days Minimum prior written notice StablecoinX must give the Ethena Foundation before a Funding Sale of ENA
Collaboration Agreement date September 5, 2025 Date of the Amended and Restated Collaboration Agreement governing consent for ENA dispositions
lock-up financial
"waive, release and terminate all lock-up, vesting and unlocking restrictions"
A lock-up is an agreement that prevents company insiders, early investors or employees from selling their shares for a set period after a public share offering. It matters to investors because it temporarily limits the number of shares available to trade—like a scheduled hold on extra inventory—and when that hold ends a large number of shares can enter the market, potentially putting downward pressure on the stock price and revealing insiders’ confidence in the company.
PIPE financial
"Subject ENA Tokens purchased by the Company as part of the PIPE in connection"
A PIPE (private investment in public equity) is a deal in which institutional or accredited investors buy shares or convertible securities directly from a publicly traded company, usually at a discount to the market price. Companies use PIPEs to raise money faster than through a traditional public offering; for existing shareholders they matter because the newly issued shares add to the share count and can dilute ownership.
working capital financial
"sell ENA tokens to fund working capital and strategic requirements"
Working capital is the money a business has available to cover its daily expenses, like paying bills and buying supplies. It’s like the cash in your wallet that helps you handle everyday costs; having enough ensures the business can operate smoothly without running into money shortages.
Collaboration Agreement regulatory
"Section 4.2(b) of the Amended and Restated Collaboration Agreement, dated September 5, 2025"
A collaboration agreement is a formal contract where two or more companies agree to work together on a specific project, sharing tasks, expenses, and potential rewards while defining who controls the results and how risks are handled. For investors it matters because such deals can speed development, lower costs, or open new markets, but they can also create dependency, shared liabilities, or milestone-based payments that affect future cash flow and valuation.
value-accretive financial
"activities that are value-accretive to the Ethena ecosystem"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did StablecoinX Inc. (USDE) announce regarding ENA token lock-ups?

StablecoinX announced that, effective October 5, 2026, the Ethena parties will permanently waive all lock-up, vesting and unlocking restrictions on ENA tokens held by or deliverable to the company and its subsidiaries, including a 48‑month contractual lock-up from prior PIPE token purchase agreements.

How can StablecoinX (USDE) now use its ENA tokens after the waiver?

The waiver establishes a framework for StablecoinX to conduct Funding Sales of ENA tokens to fund working capital and strategic requirements in connection with activities described as value-accretive to the Ethena ecosystem, subject to notice and consent requirements described in the Waiver Letter.

What rights does the Ethena Foundation have over StablecoinX’s ENA Funding Sales?

For each proposed Funding Sale, StablecoinX must provide at least five business days’ prior written notice. During this period, the Ethena Foundation may elect to acquire all or any portion of the ENA tokens at the proposed price before any sale to other parties.

Does the waiver remove all restrictions on StablecoinX’s ENA token sales?

No. Any ENA sale, transfer or disposition by StablecoinX still requires the prior written consent of the Ethena Foundation under Section 4.2(b) of the Amended and Restated Collaboration Agreement and remains subject to applicable law and regulation and the company’s other obligations under that agreement.

How does the ENA lock-up waiver for StablecoinX (USDE) compare to other ENA holders?

The waiver’s effective date of October 5, 2026 is stated to align with the lock-up release date that the Ethena Foundation had already announced for other ENA token holders, bringing the company’s ENA tokens onto the same release timeline.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): September 14, 2026

 

StablecoinX Inc.

(Exact name of registrant as specified in its charter)

 

Delaware   001-43372   39-3052555
(State or other jurisdiction of
incorporation or organization)
  (Commission File Number)   (I.R.S. Employer
Identification No.)

 

6160 Warren Parkway, Suite 100    
Frisco, TX   75034
(Address of principal executive offices)   (Zip Code)

 

(302) 803-6849

(Registrant’s telephone number, including area code)

 

 

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Class A Common Stock, par value $0.0001 per share   USDE   The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share   USDEW   The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

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.

 

 

 

 

 

 

Item 1.01 Entry into a Material Definitive Agreement.

 

On September 14, 2026, StablecoinX Inc. (the “Company”) and its subsidiary, StablecoinX Assets Inc. (“SC Assets”) entered into a Waiver Letter (the “Waiver Letter”) with Ethena OpCo Ltd. (“Ethena OpCo”) and the Ethena Foundation (the “Foundation,” and together with Ethena OpCo, the “Ethena Parties”).

 

Pursuant to the Waiver Letter, the Ethena Parties agreed, effective as of October 5, 2026 (the “Waiver Effective Date”), to permanently waive, release and terminate all lock-up, vesting and unlocking restrictions (collectively, the “Lock-Ups”) applicable to the ENA tokens held by, or deliverable to, the Company and its subsidiaries (the “Subject ENA Tokens”), including the 48-month contractual lock-up pursuant to the terms of those certain token purchase agreements applicable to the Subject ENA Tokens purchased by the Company as part of the PIPE in connection with its business combination with TLGY Acquisition Corporation. The Waiver Effective Date aligns with the lock-up release date that the Foundation already announced for other ENA token holders.

 

The Waiver Letter also establishes a framework for the Company to sell ENA tokens to fund working capital and strategic requirements in connection with activities that are value-accretive to the Ethena ecosystem (each, a “Funding Sale”). To effect a Funding Sale, the Company must provide the Foundation with not less than five (5) business days’ prior written notice, during which the Foundation may elect to acquire all or any portion of the ENA at the proposed price, with the Company permitted to proceed if the Foundation does not respond or exercise such right within the notice period.

 

Notwithstanding the foregoing, any sale, transfer or other disposition of ENA by the Company will continue to require the prior written consent (which shall not be unreasonably withheld) of the Foundation under Section 4.2(b) of the Amended and Restated Collaboration Agreement, dated September 5, 2025, by and among the Company, SC Assets and the Ethena Parties (the “Collaboration Agreement”). Furthermore, the waiver does not affect any restriction arising under applicable law or regulation, or the Company’s other obligations under the Collaboration Agreement.

 

The foregoing description of the Waiver Letter does not purport to be complete and is qualified in its entirety by reference to Waiver Letter, a copy of which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description
10.1   Waiver Letter, dated as of September 14, 2026, by and among StablecoinX Inc., StablecoinX Assets Inc., Ethena OpCo Ltd. and the Ethena Foundation.
104   Cover Page Interactive Data File (embedded with the Inline XBRL document).

 

- 1 -

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: September 17, 2026

 

  StablecoinX Inc.
     
  By: /s/ Young Cho
  Name: Young Cho
  Title: Chief Financial Officer

 

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Filing Exhibits & Attachments

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