StablecoinX (USDE) closes TLGY SPAC deal, gains big ENA treasury and Nasdaq listing
Rhea-AI Filing Summary
StablecoinX Inc. completed its business combination with TLGY Acquisition Corp. and SC Assets on June 25, 2026, becoming a publicly traded company on Nasdaq under the symbols USDE (Class A) and USDEW (warrants). The SPAC structure was collapsed via two mergers, leaving TLGY and SC Assets as wholly owned subsidiaries.
The deal was supported by an aggregate PIPE investment of approximately $893 million, with about $349 million contributed in ENA governance tokens (including a $60 million ENA contribution) and about $544 million in cash. In connection with the closing, 379,721 public SPAC shares were redeemed for roughly $5.1 million.
After the transaction, StablecoinX had 27,187,129 common shares outstanding, split between 24,029,375 non-voting Class A shares and 3,157,754 voting Class B shares. Ethena, via SC Assets Class B exchanges, now beneficially controls a majority of voting power, while TLGY insiders and PIPE investors hold significant economic stakes.
The company operates as an infrastructure software and services platform aligned with the Ethena ecosystem, with three lines of business: validator and DVN infrastructure services, the under-development Stablecoin Harness middleware, and institutional distribution services for Ethena’s digital dollar products USDe and USDtb. A core strategic pillar is its large ENA treasury, intended to support validator operations, DVN security and broader ecosystem participation, subject to significant contractual restrictions and market and regulatory risks.
Positive
- None.
Negative
- None.
Insights
De-SPAC creates a complex, Ethena-centric crypto infrastructure vehicle with concentrated voting control.
StablecoinX transitions from a SPAC combination into a listed operating company tightly tied to the Ethena ecosystem. The structure combines infrastructure services, middleware software under development, and institutional distribution, funded by a large PIPE and ENA token contribution instead of traditional hard-cash M&A consideration.
Post-closing, the company has 27.2 million common shares outstanding with an unusual capital structure: non-voting Class A and voting Class B. Ethena beneficially holds a majority of voting power, and StablecoinX controls about 3.03 billion ENA, roughly 39.4% of circulating supply and 20% of total ENA tokens, concentrating ecosystem and treasury exposure.
Economically, fees are volume-linked and token-linked: DVN services earn 0.01% of cross-chain volume in ENA, and distribution can earn initially 0.05% of Ethena product flows. Execution now depends on commercializing the Stablecoin Harness, scaling infrastructure, and navigating evolving crypto regulation such as the new U.S. payment stablecoin framework under the GENIUS Act. Subsequent filings may clarify early traction in DVN volumes, ENA treasury accounting and the pace of institutional distribution.
8-K Event Classification
Key Figures
Key Terms
Business Combination financial
Decentralized Verifier Node technical
Node-as-a-Service technical
delta-hedged collateral structure financial
payment stablecoins regulatory
GENIUS Act regulatory
FAQ
What did StablecoinX Inc. (USDE) announce with this 8-K filing?
How much PIPE capital did StablecoinX raise and in what form?
What ENA token exposure does StablecoinX have after the transaction?
How does StablecoinX plan to generate revenue in connection with Ethena products?
Who controls voting power at StablecoinX after the merger?
What are the key risks highlighted for StablecoinX’s new business model?
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT
TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Introductory Note
As previously announced, on July 21, 2025, TLGY Acquisition Corp., a Cayman Islands exempted company (“TLGY”), StablecoinX Assets Inc., a Delaware corporation (“SC Assets”), StablecoinX Inc., a Delaware corporation, (“StablecoinX” or the “Company”), StablecoinX SPAC Merger Sub LLC, a Delaware limited liability company and a wholly-owned subsidiary of StablecoinX (“SPAC Merger Sub”), and StablecoinX Company Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of StablecoinX (“Company Merger Sub”), entered into a business combination agreement (as amended on January 21, 2026 and April 21, 2026, the “Business Combination Agreement”). Pursuant to the terms of the Business Combination Agreement, on June 25, 2026 (the “Closing” and such date, 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 wholly-owned subsidiaries of StablecoinX and StablecoinX became a publicly traded company. SC Assets was founded by Young Cho, the Chief Executive Officer and Executive Director of TLGY, and Edward Chen, the managing member of the current sponsors of TLGY.
Terms used in this Current Report on Form 8-K (this “Current Report”) but not defined herein, or for which definitions are not otherwise incorporated by reference herein, shall have the meaning given to such terms in the Proxy Statement/Prospectus (as defined below) in the section titled “Frequently Used Terms” beginning on page iii thereof, and such definitions are incorporated herein by reference.
Item 1.01. Entry into a Material Definitive Agreement.
Lock-Up Agreements
Concurrently with the Closing, certain former shareholders of TLGY (the “Legacy SPAC Shareholders”) and certain former shareholders of SC Assets (the “Legacy SC Assets Shareholders”) entered into a Lock-Up Agreement with StablecoinX (the “Lock-up Agreement”), pursuant to which each shareholder party thereto agreed that the shares of StablecoinX Class A Common Stock (as defined herein) received by each such holder will be locked-up and subject to transfer restrictions, as described below, subject to certain exceptions.
The shares of StablecoinX Class A Common Stock held by each of the TLGY Insiders will be locked up until the earlier of (i) six months after the date of the Closing and (ii) the date on which StablecoinX consummates a liquidation, merger, capital stock exchange, reorganization or other similar transaction after the Closing which results in all of its shareholders having the right to exchange their shares of StablecoinX stock for cash, securities or other property.
The foregoing description of the Lock-Up Agreement does not purport to be complete and is qualified in its entirety by the full text of the form of Lock-Up Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Amended and Restated Registration Rights Agreement
Concurrently with the Closing, TLGY, the Legacy SPAC Shareholders, Ethena OpCo, StablecoinX and the Legacy Opco Shareholders (together with the Legacy SPAC Shareholders and Ethena OpCo, the “Significant Holders”) entered into an Amended and Restated Registration Rights Agreement (the “Amended and Restated Registration Rights Agreement”) that amended and restated the registration rights agreement entered into between TLGY and certain of the Legacy SPAC Shareholders at the time of TLGY’s initial public offering and which provides registration rights with respect to the resale of shares of StablecoinX Class A Common Stock held by the Significant Holders. Pursuant to the Amended and Restated Registration Rights Agreement, the Significant Holders may request to sell all or any portion of their Registrable Securities (as defined in the Amended and Restated Registration Rights Agreement) in an aggregate of three underwritten offerings in any 12-month period, so long as the total offering price is reasonably expected to exceed $25 million. StablecoinX has also agreed to provide customary “piggyback” registration rights, subject to certain requirements and customary conditions. The Amended and Restated Registration Rights Agreement provides that StablecoinX will pay certain expenses relating to such registrations and indemnify the stockholders against certain liabilities. 5,044,357 shares of StablecoinX Class A Common Stock are subject to registration rights pursuant to the Amended and Restated Registration Rights Agreement.
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The foregoing description of the Amended and Restated Registration Rights Agreement does not purport to be complete and is qualified in its entirety by the full text of the form of Amended and Restated Registration Rights Agreement, a copy of which is attached hereto as Exhibit 10.2 and is incorporated herein by reference.
Indemnification Agreements
Concurrently with the Closing, the Company entered into separate indemnification agreements with each of its directors and executive officers. These indemnification agreements provide the directors and executive officers with contractual rights to indemnification and the advancement of certain expenses incurred by each such director or executive officer in any action or proceeding arising out of their services as one of the Company’s directors or executive officers.
The foregoing description of the indemnification agreements does not purport to be complete and is qualified by the full text of the indemnification agreement, a form of which is attached hereto as Exhibit 10.3 and is incorporated herein by reference.
Item 2.01. Completion of Acquisition or Disposition of Assets.
The disclosure set forth in the “Introductory Note” above is incorporated into this Item 2.01 by reference.
On March 10, 2026, TLGY held an extraordinary general meeting of its shareholders to approve the Business Combination (the “Business Combination Meeting”), at which the TLGY shareholders considered and adopted, among other matters, a proposal to approve the Business Combination Agreement and the Business Combination. In connection with the Closing, a total of 379,721 Public Shares were redeemed at a redemption price of approximately $13.35 per share, for an aggregate redemption amount of approximately $5,068,095.
Pursuant to the Business Combination Agreement, on June 25, 2026, the parties consummated the Business Combination, pursuant to which (i) SPAC Merger Sub merged with and into TLGY, pursuant to the Plan of Merger entered into by TLGY and SPAC Merger Sub (the “Plan of Merger”), with TLGY continuing as the surviving entity (such transaction, the “SPAC Merger”), and (ii) immediately following the SPAC Merger, Company Merger Sub merged with and into SC Assets, with SC Assets continuing as the surviving company (such transaction, the “Company Merger” and, together with the SPAC Merger, the “Mergers”). Immediately following completion of the Mergers and the other transactions contemplated by the Business Combination Agreement, TLGY and SC Assets became wholly owned subsidiaries of StablecoinX.
Prior to the SPAC Merger, TLGY redeemed the TLGY Class A Ordinary Shares (as defined below) issued as part of the TLGY Units (as defined below) (the “Public Shares”) properly tendered for redemption in connection with the Business Combination pursuant to the TLGY Organizational Documents (as defined below) (the “Redemption”). In addition, prior to the SPAC Merger, (1) each issued and outstanding unit of TLGY (the “TLGY Units”) were separated into its component parts, and (2) pursuant to the TLGY Organizational Documents and the Sponsor Support Agreement (as defined herein), each issued and outstanding Class B ordinary share, par value $0.0001 per share, of TLGY (each a “TLGY Class B Ordinary Share”), converted automatically, on a one-for-one basis, into one Class A ordinary share, par value $0.0001 per share, of TLGY (each, a “TLGY Class A Ordinary Share” and, together with the TLGY Class B Ordinary Shares, the “TLGY Ordinary Shares”). In connection with the SPAC Merger, (1) each issued and outstanding TLGY Class A Ordinary Share (that was not redeemed pursuant to the Redemption) was exchanged, on a one-for-one basis, for one share of Class A common stock, par value $0.0001 per share, of StablecoinX (the “StablecoinX Class A Common Stock”), and (2) each issued and outstanding whole warrant representing the right to purchase one TLGY Class A Ordinary Share (each, a “TLGY Warrant”) became a warrant to acquire one share of StablecoinX Class A Common Stock (each, a “StablecoinX Warrant”) in accordance with its terms.
Following the SPAC Merger and in connection with the Company Merger, (1) each issued and outstanding share of Class A common stock, par value $0.0001 per share, of SC Assets (the “SC Assets Class A Common Stock”) was exchanged, on a one-for-one basis, for one share of StablecoinX Class A Common Stock, and (2) each issued and outstanding share of Class B common stock, par value $0.0001 per share, of SC Assets (the “SC Assets Class B Common Stock”) was exchanged, on a one-for-one basis for (a) one share of StablecoinX Class A Common Stock and (b) one share of Class B common stock, par value $0.0001 per share, of StablecoinX (the “StablecoinX Class B Common Stock” and, together with the shares of StablecoinX Class A Common Stock, the “StablecoinX Common Stock”).
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As of the Closing, StablecoinX has two classes of shares outstanding, (1) shares of StablecoinX Class A Common Stock, which have no voting rights other than as required by applicable law and the amended and restated certificate of incorporation of StablecoinX (the “Certificate of Incorporation”), and (2) shares of StablecoinX Class B Common Stock, which have one vote per share. With respect to the voting rights of the shares of StablecoinX Class A Common Stock, the Certificate of Incorporation provides that, except as expressly required by a nonwaivable provision of the Delaware General Corporation Law (the “DGCL”), holders of shares of StablecoinX Class A Common Stock will not be entitled to vote on any matter, including the election of directors, until such time as no share of StablecoinX Class B Common Stock remains outstanding, at which time, each share of StablecoinX Class A Common Stock will automatically be entitled to one vote on all matters submitted to a vote of stockholders. Holders of StablecoinX Class A Common Stock are entitled to receive distributions in proportion to the number of shares of StablecoinX Class A Common Stock held by them, to the extent there are any, whereas holders of StablecoinX Class B Common Stock have no economic rights. In addition, the shares of StablecoinX Class A Common Stock are listed for trading on Nasdaq (as defined herein) and are freely transferable, subject to the terms of the Lock-Up Agreement (as defined herein) and any restrictions pursuant to applicable laws, while the shares of StablecoinX Class B Common Stock are not listed or freely transferable.
As previously disclosed, on July 21, 2025, in connection with the Business Combination, TLGY, SC Assets, StablecoinX and Ethena OpCo entered into a contribution agreement (the “Contribution Agreement”), pursuant to which Ethena OpCo agreed to contribute $60 million of Ethena’s native protocol governance token of Ethena (“ENA Token”), valued at a 30% discount to the fair market value of such ENA Token on the date of the Contribution Agreement, to SC Assets prior to the Company Merger (the “ENA Contribution”), in exchange for shares of SC Assets Class B Common Stock. On June 25, 2026, in connection with the Business Combination, SC Assets consummated the issuance and sale of 1,813,164 shares of SC Assets Class B Common Stock to Ethena, which were exchanged for an equal number of shares of StablecoinX Class A Common Stock and StablecoinX Class B Common Stock in the Company Merger. Following the ENA Contribution and the Company Merger, Ethena beneficially owns a majority of the voting power of the outstanding shares of StablecoinX.
The foregoing description of the Contribution Agreement does not purport to be complete and is qualified in its entirety by the full text of the Contribution Agreement, a copy of which is attached hereto as Exhibit 10.4 and is incorporated herein by reference.
Further, as previously disclosed, on July 21, 2025 and September 5, 2025, in connection with the Business Combination, the Company, TLGY and SC Assets entered into entered into subscription agreements (the “PIPE Subscription Agreements”) with certain investors (the “PIPE Investors”), pursuant to which the PIPE Investors agreed to make a private investment in SC Assets by purchasing newly issued shares of SC Assets Class A Common Stock (the “Subscribed Shares”) prior to the Company Merger, in the aggregate amount of approximately $893 million, of which approximately $349 million was paid in ENA Tokens (including the $60 million ENA Contribution) prior to the Company Merger, and approximately $544 million was paid in Cash on or prior to the date of the applicable PIPE Subscription Agreements, in each case, pursuant to the terms of the applicable PIPE Subscription Agreements. On June 25, 2026, prior to the closing of the Company Merger, SC Assets consummated the issuance and sale of the Subscribed Shares to the PIPE Investors, which were exchanged for shares of StablecoinX Class A Common Stock in the Company Merger.
The forms of PIPE Subscription Agreement are filed as Exhibits 10.5-10.8 to this Form 8-K, and the foregoing description thereof is qualified in its entirety by reference to the full text of the forms of the PIPE Subscription Agreement and the terms of which are incorporated by reference herein.
As previously disclosed, on September 5, 2025, TLGY, StablecoinX, SC Assets and the directors officers and sponsors of TLGY party thereto (collectively, the “TLGY Insiders”) entered into that certain amended and restated sponsor support agreement (the “Sponsor Support Agreement”), pursuant to which, among other things, on the Closing Date, immediately following the SPAC Merger, the TLGY Insiders exchanged all of their TLGY founder shares (the “Founder Shares”) and private placement warrants (the “Private Placement Warrants”) for (1) 3% of the total issued and outstanding shares of StablecoinX Class A Common Stock following the Company Merger, and (2) an equal number of shares of StablecoinX Class B Common Stock (collectively, the “Retained Shares” and such exchange, the “Sponsors Securities Exchange”). As a result of the Sponsors Securities Exchange, there are no Private Placement Warrants outstanding.
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The Sponsor Support Agreement is filed as Exhibit 10.9 to this Form 8-K, and the foregoing description thereof is qualified in its entirety by reference to the full text of the Sponsor Support Agreement and the terms of which are incorporated by reference herein.
After giving effect to the Business Combination, the redemption of Public Shares in connection with the Business Combination Meeting, the Sponsors Securities Exchange, the ENA Contribution and the issuance and sale of the Subscribed Shares, there were 27,187,129 shares of StablecoinX Common Stock issued and outstanding, consisting of 24,029,375 shares of StablecoinX Class A Common Stock and 3,157,754 shares of StablecoinX Class B Common Stock. Of those shares of StablecoinX Class B Common Stock, 644,590 were issued to holders of TLGY equity securities in respect of such TLGY equity securities, representing approximately 20.41% of StablecoinX’s voting power at the Closing.
StablecoinX’s Class A Common Stock and Public Warrants commenced trading on the Nasdaq Capital Market (“Nasdaq”) under the symbols “USDE” and “USDEW,” respectively, on June 26, 2026.
FORM 10 INFORMATION
Item 2.01(f) of Form 8-K states that if the predecessor registrant was a “shell company” (as such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), as TLGY was immediately before the Business Combination, then the registrant must disclose the information that would be required if the registrant were filing a general form for registration of securities on Form 10. As a result of the consummation of the Business Combination, and as discussed below in Item 5.06 of this Current Report, TLGY has ceased to be a shell company. Accordingly, StablecoinX is providing the information below that would be included in a Form 10 if StablecoinX were to file a Form 10. Please note that the information provided below relates to StablecoinX as the combined company after the consummation of the Business Combination, unless otherwise specifically indicated or the context otherwise requires.
Forward-Looking Statements
This Current Report on Form 8-K contains certain forward-looking statements within the meaning of the U.S. federal securities laws, including expectations, intentions, plans, prospects regarding TLGY, StablecoinX and the Business Combination and statements regarding the commencement of trading on Nasdaq and StablecoinX’s vision and business strategy. These forward-looking statements are generally identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “potential,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are predictions, projections and other statements about future events or conditions that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this Current Report, including, but not limited to, the failure of StablecoinX to maintain the listing of its shares of Class A Common Stock; costs related to the Business Combination and as a result of becoming a public company; changes in business, market, financial, political and regulatory conditions; risks relating to StablecoinX’s anticipated operations and business; the risk that the anticipated benefits of the Business Combination may not be realized, the highly volatile nature of the price of ENA and other products issued by the Ethena Foundation; risks related to increased competition in the industries in which StablecoinX will operate; risks relating to significant legal, commercial, regulatory and technical uncertainty regarding crypto assets, including stablecoins; risks relating to the treatment of crypto assets for U.S. and foreign tax purposes; risks that StablecoinX experiences difficulties managing its growth and expanding operations; challenges in implementing StablecoinX’s business plan including developing and launching its infrastructure services, Stablecoin Harness middleware and distribution services, due to operational challenges, significant competition and regulation or other reasons; the outcome of any potential legal proceedings that may be instituted against StablecoinX or others following the closing of the Business Combination, and other risks and uncertainties described in the filings of TLGY and StablecoinX with the Securities and Exchange Commission (the “SEC”). The inclusion of any statement in this Current Report does not constitute an admission by StablecoinX or any other person that the events or circumstances described in such statement are material.
The foregoing list of risk factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of the definitive proxy statement of TLGY and final prospectus of StablecoinX, each dated as of February 17, 2026 and as further supplemented, and other documents that have been filed by TLGY and StablecoinX with the SEC and other documents to be filed by StablecoinX from time to time with the SEC. These filings do or will identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. There may be additional risks that StablecoinX does not presently know or that StablecoinX currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements.
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We caution you that the foregoing list may not contain all of the forward-looking statements made in this Current Report. These forward-looking statements are based on information available as of the date of this Current Report, and current expectations, forecasts and assumptions and involve a number of judgments, risks and uncertainties, including those described elsewhere in this Current Report. Accordingly, forward-looking statements should not be relied upon as representing the views of StablecoinX as of any subsequent date, and StablecoinX does not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. It is not possible for the StablecoinX management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this Current Report may not occur, and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements in this Current Report.
The forward-looking statements included in this Current Report are made only as of the date hereof. You should not rely upon forward-looking statements as predictions of future events. Although we believe that the expectations reflected in our forward-looking statements are reasonable, we cannot guarantee that the future results, levels of activity, performance or events and circumstances reflected in the forward-looking statements will be achieved or occur. We do not undertake any obligation to update publicly any forward-looking statements for any reason after the date of this Current Report to conform these statements to actual results or to changes in expectations, except as required by law. You should read this Current Report and the documents that have been filed as exhibits hereto with the understanding that the actual future results, levels of activity, performance, events and circumstances of the Company may be materially different from what is expected.
Business
Overview
The Company is an infrastructure software and services company focused on supporting the growth and operation of the Ethena ecosystem through the development and operation of blockchain infrastructure, middleware software and related distribution activities. The Company’s business is organized across three complementary operating business lines: (i) Infrastructure Services, (ii) Infrastructure Software and (iii) Distribution Services.
The Company’s Infrastructure Services business currently includes live validator operations and decentralized verifier node (“DVN”) infrastructure supporting blockchain networks and cross-chain messaging within the Ethena ecosystem. The Company commenced validator operations on Ethereum mainnet in October 2025 and launched its DVN platform on production mainnet in November 2025. Through these operations, the Company provides infrastructure supporting blockchain validation, network security and cross-chain transaction verification for certain Ethena ecosystem assets. The Company expects to continue expanding these infrastructure services across additional blockchain networks and use cases as commercial opportunities arise.
The Company’s Infrastructure Software business consists primarily of the development of the Stablecoin Harness, a middleware software platform designed to enable enterprises and other organizations to integrate Ethena’s digital dollar products into payments, treasury management and related financial workflows through a unified application programming interface (“API”). The Stablecoin Harness is currently under development and is expected to be released on a phased basis, with initial functionality focused on payment routing, gas abstraction and related infrastructure services, followed by additional capabilities intended to support treasury management, liquidity management, reporting, workflow automation and other enterprise software functionality.
The Company is also developing a Distribution Services business intended to facilitate broader institutional adoption of Ethena’s digital dollar products, including USDe and USDtb. Through this business, the Company expects to support capital formation and product distribution activities utilizing a variety of financing structures, including on-balance sheet acquisitions and off-balance sheet investment vehicles, subject to market conditions, regulatory considerations and applicable approvals. In May 2026, the Company entered into a Distribution Partnership Agreement with Ethena OpCo pursuant to which the Company was appointed as a non-exclusive distribution partner for Ethena’s digital dollar products.
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Supporting these operating businesses is the Company’s treasury strategy, which is focused on acquiring, holding and utilizing ENA, the governance token of the Ethena Protocol. The Company believes its ENA treasury aligns its long-term interests with the continued growth of the Ethena ecosystem while providing strategic flexibility to support its infrastructure operations. The Company currently expects that its ENA holdings may be utilized across multiple business activities, including supporting validator operations, securing its DVN infrastructure, participating in other protocol-aligned activities and supporting future infrastructure services developed within the Ethena ecosystem. The Company also may seek to expand its ENA holdings through future acquisitions, including discounted purchases from the Ethena Foundation pursuant to the Collaboration Agreement, although the timing, size and availability of any such acquisitions remain uncertain. This strategy is intended to ensure long-term financial stability and align the Company’s interests with the growth of the Ethena ecosystem. The timing, size and availability of any future discounted ENA Token offerings by the Ethena Foundation are uncertain and therefore there can be no assurance that this strategy will generate returns or that additional ENA Token acquisitions will occur. See the section of the Proxy Statement/Prospectus entitled “Risk Factors — Risks Related to Our Relationship with the Ethena Foundation, its Products and the Ethena Protocol — Our business will be centered on supporting the Ethena ecosystem through infrastructure software and related services and holding and acquiring its products, including ENA Token. Our dependence on the Ethena Foundation will create concentration risk, and, as a result, a deterioration in our relationship or the Ethena Foundation’s support for a competing business or digital asset treasury strategy company could materially harm our business” for additional information.
The Company’s business model is intended to create multiple complementary sources of potential revenue. Infrastructure Services generate or are expected to generate service fees associated with validator operations and cross-chain verification activities. The Stablecoin Harness is expected to generate revenue through transaction-based fees, software subscription arrangements and other enterprise software revenue streams following commercialization. Distribution Services are expected to generate fees associated with the distribution of Ethena digital dollar products and related investment structures. The Company believes that these operating businesses, together with its ENA treasury strategy, position it to participate in the continued growth of the Ethena ecosystem while diversifying its activities across multiple infrastructure products, software solutions and commercial relationships.
Although the Company has commenced commercial operations across certain aspects of its Infrastructure Services business, portions of its Infrastructure Software and Distribution Services businesses remain under development. Accordingly, the timing and extent of future commercialization, customer adoption and revenue generation will depend on continued product development, market acceptance, regulatory developments, capital availability and the continued growth of the Ethena ecosystem. There can be no assurance that the Company will successfully commercialize all of its planned products and services or achieve its anticipated business objectives.
The Company was incorporated in Delaware on July 7, 2025.
Our Business Strategy
The Company’s business strategy is to develop an integrated infrastructure platform supporting the continued growth and adoption of the Ethena ecosystem. The Company seeks to generate diversified revenue streams through the operation of blockchain infrastructure, the development of enterprise software products and the expansion of institutional distribution channels for Ethena’s digital dollar products. Management believes these operating businesses are complementary and are intended to reinforce one another as utilization of the Ethena ecosystem expands.
The Company’s strategy is organized around four principal objectives:
Expand Infrastructure Services
The Company intends to continue expanding its Infrastructure Services business through the operation of validator infrastructure, DVN services and other blockchain infrastructure supporting blockchain networks, digital asset protocols and related applications. The Company currently operates validator infrastructure on Ethereum mainnet and maintains a live DVN platform supporting cross-chain transaction verification for certain Ethena ecosystem assets utilizing LayerZero messaging infrastructure.
The Company believes that demand for blockchain infrastructure services may increase as digital asset applications expand across decentralized finance and institutional markets. Accordingly, the Company expects to continue investing in infrastructure deployment, monitoring, security and operational capabilities designed to support additional blockchain networks, customers and use cases over time.
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The Company also believes that expanding its infrastructure activities across multiple blockchain networks and services may reduce its operational dependence on any single protocol, blockchain deployment or anticipated source of revenue.
If the proposed Converge network is launched, the Company believes its existing validator infrastructure may position it to participate in validation activities supporting that network. However, the proposed Converge network remains under development by Ethena Labs and Securitize, and the Company has not been provided with any definitive deployment timetable or launch schedule. Accordingly, there can be no assurance that the Converge network will be launched or that the Company’s infrastructure services will be utilized in connection therewith.
Commercialize the Stablecoin Harness Platform
The Company is developing the Stablecoin Harness as an enterprise middleware software platform designed to simplify integration of Ethena’s digital dollar products into business applications through a unified API architecture. Management believes that stablecoin adoption is currently constrained by fragmented infrastructure, multiple blockchain integrations and complex engineering requirements. The Stablecoin Harness is intended to address these challenges by providing a single integration layer supporting payments, treasury management, liquidity management, cross-chain functionality and related enterprise workflows.
The Company expects to commercialize the Stablecoin Harness through phased product releases as development milestones are achieved. The initial release is expected to focus on payment routing, gas abstraction and related infrastructure functionality, with additional modules intended to expand platform capabilities over time. The Company expects the Stablecoin Harness to generate revenue through transaction-based fees, software subscription arrangements and other enterprise software services following commercialization, although there can be no assurance regarding the timing or success of such commercialization.
The Company also expects certain components of the Stablecoin Harness to operate in conjunction with its DVN infrastructure. If successfully implemented, management believes this integration may increase utilization of the Company’s infrastructure services as adoption of the Stablecoin Harness expands.
Develop Institutional Distribution Services
The Company is developing a Distribution Services business intended to facilitate broader institutional adoption of Ethena’s digital dollar products, including USDe and USDtb. Management believes that increased institutional participation within the Ethena ecosystem may create opportunities to provide capital formation, product distribution and related financial services utilizing a variety of financing structures and investment vehicles.
In furtherance of this strategy, the Company entered into a Distribution Partnership Agreement with Ethena OpCo pursuant to which the Company has been appointed as a non-exclusive distribution partner for certain Ethena digital dollar products. The Company expects to pursue these activities through a combination of direct acquisitions, financing transactions and, where appropriate, sponsored investment vehicles, subject to market conditions, regulatory considerations and applicable approvals.
The Company expects this business line to develop over time, and there can be no assurance regarding the timing or extent of commercialization, customer adoption or future revenue generation.
Utilize the ENA Treasury to Support Long-Term Growth
The Company’s treasury strategy is intended to align its long-term economic interests with the continued growth of the Ethena ecosystem while supporting its operating businesses. The Company currently expects that its ENA holdings may be utilized across multiple infrastructure activities, including supporting validator operations, securing its DVN platform and participating in other protocol-aligned activities as they become available.
The Company also expects that its ENA treasury will provide strategic flexibility as additional commercial opportunities develop within the Ethena ecosystem. Subject to market conditions, capital availability and applicable contractual restrictions and arrangements, the Company may seek to increase its ENA holdings over time, including through discounted purchases from the Ethena Foundation pursuant to the Collaboration Agreement. However, the Company does not currently have visibility into the timing or availability of any future discounted offerings, and there can be no assurance that additional acquisitions will occur.
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The Company does not currently maintain formal policies or procedures governing the conversion of ENA Tokens to cash and currently has no plans to sell ENA Tokens for cash following the Closing. However, the Company may determine in the future to convert a portion of its ENA Token holdings, and fees received in ENA tokens, to cash if required to fund operating expenses, support new infrastructure software or services businesses, satisfy tax obligations or address other liquidity needs, subject to applicable contractual restrictions, market conditions and governance approvals. Given the Company’s early stage and evolving business model, it is not yet able to estimate the timing, amount or cost of any such conversions, if any.
More broadly, management believes that combining live infrastructure operations, enterprise software development, institutional distribution capabilities and a strategically aligned ENA treasury creates a business model designed to participate in multiple aspects of the continued growth of the Ethena ecosystem. As these operating businesses develop, the Company expects to evaluate additional infrastructure services, software products and strategic relationships that complement its existing operations and leverage its technical capabilities within the broader digital asset ecosystem.
Products and Services
Overview
The Company’s operating model is designed as an integrated ecosystem consisting of three complementary business lines: (i) Infrastructure Services, (ii) Infrastructure Software, and (iii) Distribution Services, supported by its ENA treasury strategy.
The Company believes that growth in the Ethena ecosystem may increase demand for its infrastructure and software offerings, while also increasing the value and utility of its ENA treasury holdings. In turn, appreciation in ENA and expansion of ecosystem activity may enhance the Company’s ability to fund further infrastructure development, expand software capabilities, and pursue additional strategic initiatives across its business lines.
The Company’s operating model is dependent on continued development and adoption of the Ethena ecosystem, successful commercialization of its products and services, regulatory developments, and broader market conditions in digital asset markets. There can be no assurance that these objectives will be achieved or that the Company’s operating model will generate meaningful or sustainable revenues.
While Infrastructure Services are currently live, the Company’s Infrastructure Software and Distribution Services businesses remain under development and are expected to be commercialized on a phased basis.
Across all three business lines, the Company relies on a licensed Node-as-a-Service (“NaaS”) platform, which serves as the underlying infrastructure layer supporting its validator operations, DVN infrastructure, and Stablecoin Harness development. The NaaS platform enables rapid deployment and continuous operation of production infrastructure, allowing the Company to focus engineering resources on application-layer development and product innovation rather than foundational infrastructure engineering.
Infrastructure Services
The Company’s Infrastructure Services business consists of the operation of blockchain infrastructure supporting validation, network security, and cross-chain interoperability. The Company currently operates two principal offerings: Validator Services and Decentralized Verifier Node Services, both of which are built on and operated through the Company’s licensed NaaS platform.
The NaaS platform provides an integrated operational stack for infrastructure provisioning, orchestration, monitoring, security administration, and ongoing system management. The Company utilizes this platform continuously across its live production environment and development workflows.
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Validator Services
In October 2025, the Company deployed and commenced continuous operation of a full-stack Ethereum validator node on mainnet, utilizing staked ETH as validator collateral, which has remained operational since launch.
Validator nodes support blockchain networks by validating transactions, participating in block production, and contributing to consensus and network security. The Company stakes ETH in connection with these operations and relies on the NaaS platform for deployment, orchestration, monitoring, and ongoing operational management.
The Validator Services workstream represented the Company’s first live deployment on the NaaS platform and established the foundational infrastructure architecture subsequently extended to other business lines.
The Company’s validator infrastructure is designed to be portable across blockchain networks and may be deployed on additional networks as commercial opportunities arise, including potential participation in Ethena’s proposed Converge network, if launched. The Converge network is being developed by Ethena Labs and Securitize, and the Company is not involved in its development or governance. The Company has not been provided with definitive launch timelines and does not have visibility into the status or outcome of the project. Accordingly, there can be no assurance that the Converge network will be launched or that the Company’s validator services will be utilized in connection with such network. The Company may also decide to scale down its Ethereum validator operations if it does not fit strategically with its mandate.
Decentralized Verifier Node (DVN) Services
The Company operates a DVN platform, which became operational on production mainnet in November 2025 and has remained operational since launch.
The DVN platform provides cross-chain transaction verification services using LayerZero messaging infrastructure. DVN systems perform cryptographic verification functions to ensure that transactions initiated on one blockchain are accurately validated and finalized on another. The Company’s DVN performs this function for Ethena ecosystem assets, including USDe and USDtb, across supported blockchain networks.
The DVN infrastructure is currently authorized and is architected to support all blockchain networks on which the Ethena ecosystem operates.
The DVN workstream was deployed as an extension of the Company’s existing validator infrastructure, leveraging the same underlying NaaS architecture rather than requiring a separate system stack. This enabled rapid deployment and commencement of operations in November 2025.
On April 14, 2026, the Company entered into a DVN Services Agreement with Ethena OpCo pursuant to which the Company is entitled to receive fees equal to 0.01% (one basis point) of aggregate cross-chain transaction volume processed through its DVN infrastructure. Fees are calculated based on total transaction volume rather than per-transaction activity and is paid in ENA tokens.
The DVN Services Agreement contemplates expansion to additional networks, subject to commercially reasonable efforts by Ethena OpCo; however, there can be no assurance regarding timing or scope of such expansion.
The Company expects the DVN platform to serve as a foundational infrastructure layer for broader ecosystem functionality, including the Stablecoin Harness middleware platform described below.
Infrastructure Software
The Company is developing the Stablecoin Harness, an enterprise middleware software platform designed to enable businesses and organizations to integrate Ethena’s digital dollar products into payments, treasury management, and related financial workflows through a unified API layer.
Initial design and technical analysis commenced in December 2025, followed by active engineering and development beginning in March 2026.
The Stablecoin Harness is being designed as a multi-component platform, with the initial release expected to include:
| ● | Payment Intent API functionality |
| ● | Gas abstraction and transaction execution simplification |
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Subsequent releases are expected to expand functionality to include treasury management, liquidity management, settlement infrastructure, reporting tools, workflow automation, interoperability features, and compliance-related capabilities.
The Stablecoin Harness is designed to operate in conjunction with the Company’s DVN infrastructure. If implemented as intended, cross-chain transactions initiated through the Stablecoin Harness may be verified through the DVN platform. The Company believes this integration may increase utilization of its DVN services; however, no assurance can be given that such integration will be achieved or result in increased usage.
The Company expects to generate revenue from the Stablecoin Harness through transaction-based fees, SaaS subscription arrangements, and other enterprise software monetization models. The platform is not yet commercially available, and there can be no assurance regarding development timelines, commercialization, or customer adoption.
Distribution Services
The Company is developing a Distribution Services business intended to facilitate broader institutional adoption of Ethena’s digital dollar products, including USDe and USDtb.
The Company may facilitate capital formation activities through debt, equity, or hybrid securities offerings, with proceeds potentially used to acquire Ethena digital dollar products. The Company may also pursue off-balance sheet structures, including sponsored investment vehicles such as funds or exchange-traded products providing exposure to Ethena products.
In May 2026, the Company entered into a Distribution Partnership Agreement with Ethena OpCo pursuant to which it was appointed as a non-exclusive distribution partner for Ethena’s digital dollar products. The Company may earn fees based on the gross dollar equivalent of products acquired through distribution activities, subject to agreed terms and adjustments.
This business line remains under development and is subject to regulatory approvals, market conditions, financing availability, and execution of definitive arrangements. There can be no assurance that these activities will be successfully implemented or generate material revenue.
ENA Treasury
The Company’s ENA treasury is intended to support and align its operating businesses with the long-term growth of the Ethena ecosystem. The Company currently expects that its ENA holdings may be utilized across multiple infrastructure functions, including supporting validator operations, securing DVN infrastructure, and participating in other protocol-aligned activities.
The Company may seek to increase its ENA holdings over time, including through potential discounted purchases from the Ethena Foundation pursuant to the Collaboration Agreement. However, timing, availability, and size of such opportunities are uncertain and there can be no assurance that additional acquisitions will occur.
The Company does not currently maintain formal policies governing the sale or conversion of ENA Tokens and does not intend to sell ENA following the Business Combination, although it may do so in the future to fund operations or liquidity needs, subject to market and contractual constraints, including those forth int the Collaboration Agreement. During the term of the Collaboration Agreement, the Company and its affiliates may not (i) sell, transfer, pledge or otherwise encumber any ENA Tokens held by it or its affiliates or (ii) provide any substantially similar services to any other third party or any other crypto-based decentralized network or protocol without the consent of Ethena, or in any event, attempt to launch a token, either directly or indirectly. In addition, the Investment Committee will have authority over capital allocation decisions of StablecoinX, including the timing, size, price and frequency of purchases of ENA Token, material borrowings and any other transaction outside the normal course of StablecoinX’s business, among other things.
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Financial Outlook
The Company has commenced commercial operations within its Infrastructure Services business through its live validator operations and DVN platform and expects its financial performance to increasingly reflect the expansion and commercialization of its three operating business lines.
The Company expects Infrastructure Services to generate revenue from validator operations, cross-chain verification services, and other infrastructure-related offerings. The DVN Services Agreement provides for fees based on aggregate transaction volume processed through the Company’s DVN infrastructure.
The Company expects to generate revenue from the Stablecoin Harness following phased commercialization, primarily through transaction-based fees and SaaS subscription arrangements, although timing and adoption remain uncertain.
The Company’s Distribution Services business is also expected to generate fees associated with institutional distribution activities and related financing structures, subject to market conditions and execution of definitive arrangements.
The Company believes that continued growth of blockchain infrastructure, stablecoin adoption, and institutional participation within digital asset markets may create opportunities for expansion across each of its operating businesses. However, future performance will depend on numerous factors, including ecosystem adoption, commercialization success, regulatory developments, and broader market conditions.
Competitive Strengths
We believe that several characteristics differentiate our business within the digital asset infrastructure industry, including:
Integrated Infrastructure Platform
The Company operates and is developing an integrated infrastructure platform across blockchain infrastructure services, middleware software and institutional distribution activities within the Ethena ecosystem. Unlike businesses focused solely on digital asset treasury strategies or a single infrastructure product, the Company’s model is intended to support multiple complementary revenue streams across infrastructure operations, software services and institutional adoption initiatives, while leveraging common technical infrastructure, engineering resources and ecosystem relationships.
Live Infrastructure Operations
The Company currently operates validator infrastructure on Ethereum mainnet and a live DVN platform supporting cross-chain verification within the Ethena ecosystem. These live operations provide the Company with technical expertise, operational experience and production infrastructure capabilities that management believes may support future expansion across additional blockchain networks, protocols and service offerings.
Strategic Alignment with the Ethena Ecosystem
The Company maintains deep commercial and strategic relationships with the Ethena ecosystem, including the Ethena Foundation and Ethena OpCo, through the Collaboration Agreement, the DVN Services Agreement and the Distribution Partnership Agreement. Management believes these arrangements position the Company to participate in multiple aspects of the Ethena ecosystem, including infrastructure operations, cross-chain verification services and institutional distribution of Ethena’s digital dollar products.
The Collaboration Agreement further provides for ongoing cooperation between the Company and the Ethena Foundation in connection with the Company’s infrastructure operations, staking activities and treasury strategy, subject to the terms and limitations described below.
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Significant ENA Treasury
As a result of the Closing, the Company holds approximately 3.03 billion ENA, representing approximately 39.4% of the approximately 7.69 billion ENA currently in circulating supply and approximately 20% of the approximately 15 billion ENA currently in existence. The Company’s initial ENA treasury will be established through the ENA Contribution and the purchase of Locked ENA with the proceeds of the PIPE.
Management believes the Company’s substantial ENA holdings represent a key strategic asset that aligns its long-term interests with the growth of the Ethena ecosystem and may support the Company’s operating activities. The Company expects that its ENA treasury may be utilized across multiple functions, including supporting validator operations, securing its DVN infrastructure and participating in other protocol-aligned activities as they become available. The Company may also seek to expand its ENA holdings over time, including through discounted purchases from the Ethena Foundation pursuant to the Collaboration Agreement, although the timing, availability and size of any such opportunities remain uncertain.
Scalable Technology Infrastructure
The Company’s infrastructure operations are supported by a licensed Node-as-a-Service (“NaaS”) platform that provides integrated capabilities for infrastructure deployment, orchestration, monitoring, security and operational maintenance. This platform enables the Company to deploy and manage validator and DVN infrastructure efficiently while allocating engineering resources toward application-layer development and product-focused initiatives, including the Stablecoin Harness.
Experienced Management and Operating Team
The Company’s executive management team combines experience in blockchain infrastructure, software engineering, digital asset investing and capital markets. In addition, the Company’s operations are supported by engineering, infrastructure and product personnel engaged through the Managed Services Agreement with Flow Labs, which management believes enhances the Company’s ability to scale its infrastructure and software development activities.
Key Risks and Limitations of Competitive Position
Despite these competitive strengths, the Company does not control the governance of the Ethena Protocol, and governance decisions or strategic actions by the Ethena Foundation and other ecosystem participants may not align with the Company’s interests or enhance the economics of its infrastructure services or ENA treasury holdings.
In addition, the Company is subject to certain contractual restrictions under the Collaboration Agreement that limit its ability to sell, transfer or encumber its ENA holdings and restrict its ability to provide similar services to other blockchain ecosystems or protocols. These restrictions may limit the Company’s operational flexibility, liquidity management and ability to pursue alternative business opportunities.
As a newly public company with a limited operating history, the Company may also face challenges in executing its business strategy, scaling its operations and competing with more established infrastructure providers.
Industry and Market Overview
Blockchain and Cryptocurrencies
Blockchain technology is a decentralized, encrypted ledger system designed to securely store and verify data without the need for intermediaries. It has been widely adopted across industries due to its ability to enhance transparency, security, and efficiency in systems that historically relied on centralized infrastructure.
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Blockchain networks underpin crypto assets, a class of digital assets that includes cryptocurrencies used as a medium of exchange, store of value, or unit of account. In addition to monetary applications, blockchain technology enables programmable financial infrastructure, including smart contracts, tokenized assets, and decentralized applications (“dApps”).
Global adoption of blockchain technology has accelerated in recent years, driven by improvements in infrastructure, increasing institutional participation, and the emergence of scalable financial use cases. Among the most significant of these use cases is the development of stablecoins, which are digital assets designed to maintain stable value relative to fiat currencies.
Cryptocurrencies and Proof-of-Stake Ecosystems
Cryptocurrency networks rely on distributed nodes to validate transactions and maintain consensus across the blockchain. These nodes ensure the integrity of transaction data without reliance on centralized intermediaries.
Early blockchain networks primarily used proof-of-work (“PoW”) consensus mechanisms, in which participants compete to solve computational puzzles to validate transactions and earn rewards. While secure, PoW systems require significant energy consumption.
Modern blockchain networks increasingly use proof-of-stake (“PoS”) mechanisms, which replace computational work with economic staking. In PoS systems, validators commit crypto assets as collateral to participate in block validation and receive rewards based on protocol rules and selection processes.
PoS networks such as Ethereum allocate validation responsibilities based on stake-weighted selection mechanisms and other protocol-specific criteria. Validators collect and verify transactions, assemble them into blocks, and participate in consensus to finalize blockchain state.
StablecoinX’s validator infrastructure is designed to operate within PoS ecosystems, including Ethereum, and is expected to support additional networks over time. These validator operations are intended to participate in network security and transaction verification processes, subject to network-specific rules and participation requirements.
Stablecoins and Market Outlook
Stablecoins have emerged as one of the most significant applications of blockchain technology, enabling digital representations of fiat currencies that can be transferred and settled on-chain.
According to RWA.xyz, stablecoin supply increased approximately 45% year-over-year from June 2024 to June 2025, reflecting continued adoption across trading, payments, and on-chain financial applications. Despite this growth, stablecoins still represent a small portion of global monetary aggregates, suggesting further potential for expansion.
Market participants expect stablecoin adoption to accelerate as regulatory clarity improves and as financial institutions, fintech companies, and payment networks integrate blockchain-based settlement systems. Stablecoins are increasingly used in both developed and emerging markets for payments, treasury management, and cross-border transfers.
StablecoinX believes that continued growth in stablecoin adoption will drive demand for underlying infrastructure, including validation services, cross-chain messaging, middleware integration, and institutional distribution channels.
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Ethena Protocol
The Ethena Protocol has emerged as a significant participant in the stablecoin ecosystem, with USDe becoming one of the largest stablecoins by market capitalization. USDe is issued through Ethena-affiliated entities and is designed to maintain a stable value through a delta-hedged collateral structure.
Beyond USDe, the Ethena ecosystem is expanding into broader digital asset infrastructure, including tokenized asset settlement initiatives and cross-chain financial infrastructure.
Ethena has also demonstrated rapid protocol-level adoption and revenue generation growth relative to comparable DeFi protocols. However, such performance metrics are historical in nature and may not be indicative of future results.
Overview of the Ethena Ecosystem and Tokenomics
The Ethena ecosystem consists of interconnected digital assets and protocol mechanisms designed to support issuance, settlement, and collateral management for synthetic dollar products.
The core assets include:
| ● | ENA (governance token) |
| ● | sENA (staked ENA representation) |
| ● | USDe (synthetic dollar) |
| ● | sUSDe (staked USDe) |
| ● | USDtb (payment stablecoin) |
These assets are available on Ethereum and certain other blockchain networks. Some assets may be available on multiple networks through interoperability technology, while USDtb is issued natively on each supported blockchain. Depending on the blockchain, the assets use the applicable token standard for that network.
The Ethena protocol does not operate its own blockchain and therefore does not currently rely on validators. However, future infrastructure initiatives, such as the proposed Converge network, may use validators and staking to support network operations.
ENA Token
ENA is the governance token of the Ethena Protocol, with a fixed maximum supply of 15 billion tokens. Tokenholders participate in protocol governance decisions, including risk parameters, collateral policies, and ecosystem incentives.
ENA may be staked to receive sENA, which represents a staked claim on ENA and may provide additional protocol-related benefits.
ENA is actively traded on major centralized and decentralized exchanges and has experienced significant historical price volatility. As of June 30, 2026, approximately 9.3 billion ENA tokens are in circulation.
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sENA
sENA represents ENA tokens that have been staked within the Ethena ecosystem. It functions as a liquid staking receipt token and may entitle holders to staking-related incentives and governance participation.
sENA is transferable and may be traded on decentralized exchanges, although it is not currently listed on centralized exchanges., Its value is derived from the underlying ENA tokens together with any associated staking rewards or incentives. Redemption of sENA for ENA is subject to protocol-defined unstaking conditions, including a typical cooldown period of approximately seven days.
USDe
USDe is a synthetic dollar designed to maintain a value of approximately $1.00 in most market conditions through a delta-hedged collateral structure, in addition to other strategies.
Users mint USDe by exchanging supported collateral assets, including USDC, USDT, USDtb, and certain other stablecoins as approved by the Ethena Risk Committee.
USDe is transferable, widely traded, and may be used across DeFi applications as a settlement asset and trading pair.
sUSDe
sUSDe represents staked USDe and functions as a reward-bearing receipt token. Rewards are paid as incentive rewards and are derived from protocol-generated revenue from the reserve assets.
The value of sUSDe may increase relative to USDe over time based on accrued rewards. However, the rewards are variable, not guaranteed, and subject to market conditions and protocol governance.
USDtb
USDtb is a fiat-referenced stablecoin issued by Anchorage Digital Bank backed by institutional-grade assets, including tokenized money market instruments such as BlackRock’s USD Institutional Digital Liquidity Fund.
Unlike USDe, which relies on delta-hedged crypto collateral and other backing strategies, USDtb maintains value through backing via cash and cash equivalents.
USDtb is used within the Ethena ecosystem for reserve management, stability support during adverse funding conditions, and settlement functionality. It may also serve as a collateral asset within broader ecosystem applications and can be used outside of the Ethena ecosystem in various applications.
USDtb is designed to maintain a value near $1.00, subject to normal market and operational risks.
Convergence of Ecosystem Components
The Ethena ecosystem is structured such that USDe, sUSDe, ENA, and USDtb interact through governance, reward distribution, and collateral mechanisms. These interdependencies create a system in which protocol activity may reinforce demand for underlying assets and infrastructure.
StablecoinX expects that its infrastructure services and treasury strategy will operate within this ecosystem framework, subject to protocol governance, market conditions, and network development outcomes.
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Government Regulation
The regulatory framework applicable to ENA Token and other digital assets is evolving, complex, and subject to significant uncertainty. Laws and regulations vary across jurisdictions and continue to develop in response to the growth of blockchain-based financial systems.
Governments worldwide have adopted differing approaches to digital assets. Certain jurisdictions have prohibited their use, while others permit trading and issuance subject to varying regulatory requirements. In the United States, digital assets are subject to overlapping federal and state regulatory regimes that continue to evolve through legislation, rulemaking, and enforcement actions.
As digital assets have grown in both popularity and market size, the U.S. Executive Branch, Congress, and a number of U.S. federal and state agencies, including the Financial Crimes Enforcement Network, the CFTC, the SEC, the Financial Industry Regulatory Authority, the Consumer Financial Protection Bureau, the Department of Justice, the Department of Homeland Security, the Federal Bureau of Investigation, the IRS, and state financial regulators, have been examining the operations of digital asset networks, digital asset users and digital asset exchanges, with particular focus on the extent to which digital assets can be used to violate state or federal laws, including to facilitate the laundering of proceeds of illegal activities or the funding of criminal or terrorist enterprises, and the safety and soundness and consumer-protective safeguards of exchanges or other service-providers that hold, transfer, trade or exchange digital assets for users. Many of these state and federal agencies have issued consumer advisories regarding the risks posed by digital assets to investors. In addition, federal and state agencies, and other countries have issued rules or guidance regarding the treatment of digital asset transactions and requirements for businesses engaged in activities related to digital assets.
Depending on the regulatory characterization of ENA Token and the other crypto assets issued by affiliates of Ethena (collectively, the “Ethena Coins”), the markets for Ethena Coins in general, and our activities in particular, our business and our ENA Token strategy may be subject to regulation by one or more regulators in the United States and globally. Ongoing and future regulatory actions may alter, to a materially adverse extent, the nature of digital assets markets, the participation of industry participants, including service providers and financial institutions in these markets, and our ability to pursue our ENA Token strategy. Additionally, U.S. state and federal and foreign regulators and legislatures have taken action against industry participants, including digital assets businesses, and enacted restrictive regimes in response to adverse publicity arising from hacks, consumer harm, or criminal activity stemming from digital assets activity. U.S. federal and state energy regulatory authorities are also monitoring the total electricity consumption of cryptocurrency mining, and the potential impacts of cryptocurrency mining to the supply and dispatch functionality of the wholesale grid and retail distribution systems. Many state legislative bodies have passed, or are actively considering, legislation to address the impact of cryptocurrency mining in their respective states.
The CFTC takes the position that some digital assets, like Bitcoin, fall within the definition of a “commodity” under the Commodities Exchange Act of 1936, as amended (the “CEA”). Under the CEA, the CFTC has broad enforcement authority to police market manipulation and fraud in spot digital assets markets in which we may transact. Beyond instances of fraud or manipulation, the CFTC generally does not oversee cash or spot market exchanges or transactions involving digital asset commodities that do not utilize margin, leverage, or financing. In addition, CFTC regulations and CFTC oversight and enforcement authority apply with respect to futures, swaps, other derivative products and certain retail leveraged commodity transactions involving digital asset commodities, including the markets on which these products trade. The CFTC has not taken any position on whether Ethena Coins are “commodities” under the CEA.
The SEC and its staff have taken the position that certain other digital assets fall within the definition of a “security” under the U.S. federal securities laws. Public statements made by senior officials and senior members of the staff at the SEC indicate that the SEC does not consider specific digital assets, like Bitcoin, to be a security under the federal securities laws. However, the SEC has not commented on Ethena Coins and in any event, such statements are not official policy statements by the SEC and reflect only the speakers’ views, which are not binding on the SEC or any other agency or court and cannot be generalized to any other digital assets.
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In addition, since transactions in digital assets, including Ethena Coins, generally provide a degree of anonymity, they are susceptible to misuse for criminal activities, such as money laundering. This misuse, or the perception of such misuse, could lead to greater regulatory oversight of digital assets and digital asset platforms, and there is the possibility that law enforcement agencies could close or blacklist such platforms or other related infrastructure with little or no notice and prevent users from accessing or retrieving such digital assets held via such platforms or infrastructure. For example, the U.S. Treasury Department’s Office of Foreign Assets Control has issued updated advisories regarding the use of virtual currencies, added a number of digital asset exchanges and service providers to the Specially Designated Nationals and Blocked Persons list and engaged in several enforcement actions, including a series of enforcement actions that have either shut down or significantly curtailed the operations of several smaller digital asset exchanges associated with Russian and/or North Korean nationals. Additionally, in January 2025, the Consumer Financial Protection Bureau announced that it is seeking public input on privacy protections and surveillance in digital payments, particularly those offered through large technology platforms.
As noted above, activities involving Ethena Coins and other digital assets may fall within the jurisdiction of more than one financial regulator and various courts and such laws and regulations are rapidly evolving and increasing in scope. In the U.S., regulation on stablecoins was recently signed into U.S. federal law through the GENIUS Act which established the first comprehensive regulatory framework specifically for “payment stablecoins” — digital assets designed to maintain a stable value pegged to a fiat currency (typically the U.S. dollar) and intended for use in payments or transfers. The GENIUS Act aims to foster innovation in the stablecoin sector while ensuring financial stability, consumer protection, and compliance with anti-money laundering (AML) standards.
The regulatory landscape for digital assets continues to evolve rapidly and may change in ways that are unpredictable or adverse to market participants. New laws, regulations, or interpretations may impose additional compliance obligations, restrict certain activities, or limit the availability of digital asset markets and services.
Any such developments could materially and adversely affect StablecoinX’s business, including its infrastructure operations, treasury strategy, and ability to execute its intended business model.
For additional discussion of risks related to regulation, see the section entitled “Risk Factors” in the proxy statement/prospectus.
Risks and Challenges
We operate in a dynamic and rapidly evolving industry characterized by technological innovation, regulatory uncertainty, and significant market volatility. Our business is subject to a number of risks and challenges, including the following:
Market Volatility
The market value of ENA Tokens and other digital assets is highly volatile and may fluctuate significantly over short periods of time. Because a substantial portion of our strategy involves holding ENA Tokens as a treasury asset, such volatility could materially impact our financial position, liquidity, and results of operations.
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Regulatory Uncertainty
The regulatory framework applicable to digital assets, blockchain infrastructure, and stablecoin-related activities is evolving and uncertain. Changes in laws, regulations, or regulatory interpretations may impose additional compliance obligations, restrict certain activities, or adversely affect the viability of validator operations, infrastructure software, or digital asset treasury strategies.
Regulatory actions by U.S. or non-U.S. authorities could also affect counterparties, infrastructure providers, or trading venues on which we rely.
Technological and Operational Risks
Our business depends on the successful operation of validator infrastructure and decentralized verification systems, which are inherently complex and may be subject to operational disruption.
Risks include, but are not limited to, software bugs, hardware failures, cybersecurity incidents, network congestion, protocol-level changes, and other technical failures. Any such events could result in financial loss, reputational harm, or interruption of services.
Dependence on the Ethena Ecosystem
A substantial portion of our business strategy is dependent on the continued development, adoption, and performance of the Ethena ecosystem, including the Ethena Protocol and related digital assets such as USDe, sUSDe, ENA, and USDtb.
We also depend on Ethena Labs, the Ethena Foundation and their respective affiliates, including entities responsible for issuing or supporting USDe and related ecosystem functions. Adverse developments affecting the Ethena Protocol, its governance, its token economics, or its broader adoption could materially and adversely impact our business, financial condition, and prospects.
Competition
We operate in a competitive market for blockchain infrastructure services, including validator operations, cross-chain verification, and middleware software development. We face competition from established infrastructure providers, staking operators, and emerging blockchain service companies, many of which have greater financial, technical, and operational resources than we do.
Increased competition may result in reduced margins, loss of market share, or slower-than-expected adoption of our services.
Execution and Revenue Uncertainty
Our ability to generate revenue depends on the successful commercialization of our validator operations, DVN services, and Stablecoin Harness middleware platform. These business lines are at different stages of development, and some are not yet operational.
Certain anticipated revenue sources, including validator participation on proposed networks such as Converge, are dependent on network launch, adoption, and technical implementation. There can be no assurance that such networks will launch on expected timelines, or at all, or that we will be able to generate meaningful revenue from validator or staking activities.
To the extent these opportunities do not materialize, we may rely on alternative infrastructure services, including validator operations on existing blockchain networks or enterprise-facing infrastructure deployments. However, there can be no assurance that such alternatives will be commercially viable or sufficient to support our business strategy.
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Industry-Specific Risks
The digital asset and blockchain industry is relatively nascent and subject to rapid change. Market prices of digital assets may be influenced by factors that are difficult to predict or evaluate, including investor sentiment, technological developments, regulatory announcements, macroeconomic conditions, and liquidity conditions.
The industry has also experienced instances of fraud, cybersecurity breaches, and operational failures, which may increase regulatory scrutiny and negatively affect market confidence.
In addition, scalability limitations and evolving protocol standards may impact the performance, adoption, or economic viability of blockchain-based infrastructure services.
Our business is subject to significant risks and uncertainties, many of which are outside of our control. These risks may individually or collectively have a material adverse effect on our business, financial condition, and results of operations. For a more complete discussion of risks relating to our business and industry, see the section entitled “Risk Factors” in the proxy statement/prospectus.
Intellectual Property
Our validator business is built on licensed technology and intellectual property, which are critical to our blockchain infrastructure operations and strategic initiatives. We have a perpetual non-exclusive royalty-free software license (“License Agreement”) with Schulz von Jacob Ltd. (“SVJ”), a company that is owned by our Chief Technology Officer, to use its proprietary Node-as-a-Service (“NaaS”) platform software, which software is the basis of our validator business. Such software will be hosted and operated on StablecoinX’s own infrastructure to ensure StablecoinX maintains control over the development and scalability of the validator. Other than the foregoing, we do not own or have the right to use any intellectual property as of the date hereof.
Legal Proceedings
From time to time, the Company or any of its subsidiaries may become involved in legal proceedings or be subject to claims arising in the ordinary course of their business. None of the Company or any of its subsidiaries is currently a party to any legal proceedings, the outcome of which, if determined adversely, is reasonably expected to individually or in the aggregate have a material adverse effect on their business or financial condition.
Risk Factors
Reference is made to the disclosure contained in the definitive proxy statement/prospectus included in the Registration Statement on Form S-4 (File No. 333-290567) filed with the SEC on February 17, 2026 (as supplemented on May 29, 2026, the “Proxy Statement/Prospectus”) in the sections entitled “Summary of the Proxy Statement/Prospectus - Summary Risk Factors” and “Risk Factors,” beginning on pages 20 and 23 of the Proxy Statement/Prospectus, respectively, which is incorporated herein by reference.
Financial Information
The audited financial statements of StablecoinX as of and for the year ended December 31, 2025 are set forth in Exhibit 99.1 hereto and are incorporated herein by reference.
The audited financial statements of SC Assets as of and for the year ended December 31, 2025 are set forth in Exhibit 99.2 hereto and are incorporated herein by reference.
The unaudited financial statements of StablecoinX as of and for the three months ended March 31, 2026 are set forth in Exhibit 99.3 hereto and are incorporated herein by reference.
The unaudited financial statements of SC Assets as of and for the three months ended March 31, 2026 are set forth in Exhibit 99.4 hereto and are incorporated herein by reference.
The unaudited pro forma condensed combined financial information of the Company as of and for the three months ended March 31, 2026 are set forth in Exhibit 99.5 hereto and are incorporated herein by reference.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations
StablecoinX’s Management’s Discussion and Analysis of Financial Condition and Results of Operations for the three months ended March 31, 2026 is set forth in Exhibit 99.6 hereto and is incorporated herein by reference.
Security Ownership of Certain Beneficial Owners and Management
The following table and accompanying footnotes set forth information regarding the beneficial ownership of StablecoinX Common Stock as of the Closing, after giving effect to the Business Combination, by:
| ● | each person known to be the beneficial owner of more than 5% of the issued and outstanding shares of StablecoinX Common Stock; |
| ● | each of StablecoinX’s current executive officers and directors; and |
| ● | all of StablecoinX’s executive officers and directors as a group. |
Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within 60 days.
Unless otherwise noted in the footnotes to the following table, and subject to applicable community property laws, the persons and entities named in the table have sole voting and investment power with respect to their beneficially owned stock. Except as indicated in the footnotes to the table, each of the security holders listed below has sole voting and investment power with respect to StablecoinX Common Stock owned by such stockholder.
| StablecoinX Class A Common Stock (non-voting) | StablecoinX Class B Common Stock (voting) | |||||||||||||||||||
| Name and Address of Beneficial Owner(1) | Number of Shares Beneficially Owned | Approximate Percentage of Class | Number of Shares Beneficially Owned | Approximate Percentage of Class | % of Total Voting Power | |||||||||||||||
| Young Cho | 323,750 | 1.35 | % | 323,750 | 10.25 | % | 10.25 | % | ||||||||||||
| Edward Chen(2)(3)(4) | 719,880 | 3.00 | % | 719,880 | 22.80 | % | 22.80 | % | ||||||||||||
| Ahmed J. Aly | 52,500 | * | 52,500 | 1.66 | % | 1.66 | % | |||||||||||||
| Marc Piano | - | - | - | - | - | |||||||||||||||
| John Griffiths | - | - | - | - | - | |||||||||||||||
| Alkesh Shah | - | - | - | - | - | |||||||||||||||
| Thomas Tarala | - | - | - | - | - | |||||||||||||||
| All officers and directors as a group (7 individuals) | 1,096,130 | 4.56 | % | 1,096,130 | 34.71 | % | 34.71 | % | ||||||||||||
| Other 5% Shareholders | ||||||||||||||||||||
| CPC Sponsor Opportunities 1, LP (3) | 215,891 | * | 215,891 | 6.84 | % | 6.84 | % | |||||||||||||
| CPC Sponsor Opportunities 1 (Parallel), LP(4) | 180,239 | * | 180,239 | 5.71 | % | 5.71 | % | |||||||||||||
| Ethena OpCo(5) | 3,621,132 | 15.08 | % | 1,813,164 | 57.42 | % | 57.42 | % | ||||||||||||
| * | Indicates less than 1%. |
| (1) | Unless otherwise noted the business address of each of the following individuals is c/o StablecoinX Inc., 16160 Warren parkway, Suite 100, Frisco, TX 75034. |
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| (2) | Represents shares owned by CPC Sponsor Opportunities 1, LP (“CPCSO”), CPC Sponsor Opportunities 1 (Parallel), LP (“CPC Parallel”) and the Edward Tsun-Wei Chen Trust dated July 12, 2020. Mr. Chen may be deemed to have voting and investment control with respect to the shares owned by such entities. |
| (3) | CPC Sponsor Opportunities 1, LP (“CPCSO”) directly owns 215,891 shares of StablecoinX Class A Common Stock and 215,891 shares of StablecoinX Class B Common Stock. Carnegie Park Capital LLC (“CPC”) is the manager of CPCSO and has investment and dispositive power over the shares held by the registered holder. Edward Chen is the Managing Partner of CPC and may be deemed to have voting and investment control with respect to the shares owned by CPCSO. The address of the Managing Partner of CPC is 200 East 94th Street, #2109, New York, New York 10128. |
| (4) | CPC Sponsor Opportunities 1 (Parallel), LP (“CPC Parallel”) directly owns 180,239 shares of StablecoinX Class A Common Stock and 180,239 shares of StablecoinX Class B Common Stock. CPC is the manager of CPC Parallel and has investment and dispositive power over the shares held by the registered holder. Edward Chen is the Managing Partner of CPC and may be deemed to have voting and investment control with respect to the shares owned by CPC Parallel. The address of the Managing Partner of CPC is 200 East 94th Street, #2109, New York, New York 10128. |
| (5) | The address of Ethena OpCo is Craigmuir Chambers, Road Town, Tortola, VG1110, British Virgin Islands. |
Directors and Executive Officers
Reference is made to the disclosure in the subsections entitled “Board of Directors” and “Executive Officers” in Item 5.02 of this Current Report, which are incorporated herein by reference. Further reference is made to the section of the Proxy Statement/Prospectus entitled “Management of StablecoinX Following the Business Combination,” beginning on page 247 of the Proxy Statement/Prospectus, which is incorporated herein by reference.
Information with respect to the independence of the Company’s directors is set forth in the Proxy Statement/Prospectus in the section entitled “Management of StablecoinX Following the Business Combination – Director Independence,” beginning on page 250 of the Proxy Statement/Prospectus, which is incorporated herein by reference.
Committees of the Board of Directors
Reference is made to the disclosure in the subsections entitled “Board of Directors” in Item 5.02 of this Current Report, which is incorporated herein by reference. Further reference is made to the section of the Proxy Statement/Prospectus entitled “Management of the Combined Company Following the Business Combination - Board Committees,” on page 247 of the Proxy Statement/Prospectus, which is incorporated herein by reference.
Management Compensation
A description of the compensation of the named executive officers and directors of StablecoinX prior to the consummation of the Business Combination is set forth in the section of the Proxy Statement/Prospectus entitled “Executive and Director Compensation,” beginning on page 242 of the Proxy Statement/Prospectus, which is incorporated herein by reference. Reference is made to the disclosure in Item 5.02 of this Current Report is incorporated herein by reference.
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As StablecoinX was incorporated on July 7, 2025, StablecoinX had no management or directors as of December 31, 2025. No compensation was paid by StablecoinX to its named executive officers during the fiscal year ended December 31, 2025, and no compensation was paid by StablecoinX to its directors during the fiscal year December 31, 2025. There are no outstanding equity awards held by StablecoinX named executive officers or directors as of December 31, 2025.
Certain Relationships and Related Transactions, and Director Independence
Reference is made to the sections of the Proxy Statement/Prospectus entitled “Management of StablecoinX Following the Business Combination – Director Independence” and “Certain Relationships and Related Party Transactions,” beginning on pages 250 and 237 of the Proxy Statement/Prospectus, respectively, which are incorporated herein by reference.
On April 14, 2026, the Company entered into a DVN Services Agreement with Ethena (the “DVN Services Agreement”), pursuant to which Ethena agreed to pay the Company a fee equal to one basis point (0.01%) of aggregate cross-chain transaction volume processed through the Company’s DVN infrastructure, with fees calculated based on total transaction volume processed, rather than on a per-transaction basis.
The foregoing description of the DVN Services Agreement does not purport to be complete and is qualified in its entirety by the full text of the DVN Services Agreement, a copy of which is attached hereto as Exhibit 10.12 and is incorporated herein by reference.
In connection with the development of the Stablecoin Harness, on April 14, 2026, the Company and Ethena entered into a binding memorandum of understanding (the “Stablecoin Harness MOU”), pursuant to which the parties agreed to use commercially reasonable efforts to negotiate one or more definitive agreements relating to (i) the potential integration of components of the Company’s Stablecoin Harness product into certain products and services being developed within the Ethena ecosystem and (ii) the potential joint development of payments and financial infrastructure, including fiat-to-crypto on-ramping functionality and cross-chain infrastructure. The Stablecoin Harness MOU contemplates that the parties may collaborate through a joint venture, technical services arrangement or other mutually agreed structure and that any products or services developed pursuant to the parties’ collaboration may, subject to commercial, technical and operational considerations, utilize jointly developed architecture and services. The parties also agreed to discuss potential co-marketing initiatives and to negotiate the allocation of intellectual property rights and potential revenue streams in connection with any definitive agreements. The Stablecoin Harness MOU has an initial term of one year and will terminate automatically upon execution of definitive agreements, if any. No definitive agreements have been entered into, and there can be no assurance regarding the scope, timing or commercial success of any contemplated integration, collaboration or commercial arrangement, or that any definitive agreements will ultimately be executed.
In connection with its Distribution Services business, on May 22, 2026, the Company and Ethena OpCo entered into a definitive Distribution Partnership Agreement (the “Distribution Agreement”), pursuant to which Ethena OpCo has appointed the Company as a non-exclusive distribution partner to facilitate broader adoption of Ethena’s digital dollar products, USDe and USDtb (collectively, the “Ethena Products”), among institutional investors. Under the Distribution Agreement, the Company may pursue such activities through (i) on-balance sheet acquisitions of Ethena Products, funded through the issuance of debt, equity, or hybrid securities and the use of proceeds to acquire such products, or (ii) off-balance sheet arrangements, including the sponsorship and management of investment products such as exchange-traded products, exchange-traded funds, mutual funds, private funds, or other similar vehicles designed to obtain exposure to Ethena Products. Pursuant to the Distribution Agreement, Ethena OpCo will pay the Company a fee initially equal to five basis points (0.05%) of the gross dollar equivalent of Ethena Products acquired through such distribution activities during the applicable calendar month, including any leverage, debt, or margin utilized in connection therewith. The fee rate may be adjusted by mutual written agreement of the parties to any rate within a range of one to ten basis points. Fees, if any, are payable monthly in arrears no later than 20 calendar days following the end of each applicable month and may be paid in USDe, USDtb, USDC, or fiat currency.
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The foregoing description of the Distribution Agreement does not purport to be complete and is qualified in its entirety by the full text of the Distribution Agreement, a copy of which is attached hereto as Exhibit 10.13 and is incorporated herein by reference.
Legal Proceedings
Reference is made to the section of the Proxy Statement/Prospectus entitled “Information About SC Assets - Legal Proceedings,” on page 217 of the Proxy Statement/Prospectus, which is incorporated herein by reference.
Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters
Prior to the Closing, TLGY Units, TLGY Class A Ordinary Shares and Public Warrants were quoted on the OTC Markets Group Pink Limited under the symbols “TLGUF”, “TLGYF” and “TLGWF”, respectively. Upon the consummation of the Business Combination, StablecoinX’s Class A Common Stock and Public Warrants began trading on Nasdaq under the symbols “USDE” and “USDEW”, respectively.
StablecoinX has not paid any cash dividends on shares of its Class A Common Stock to date. The payment of any cash dividends in the future will be within the discretion of the Board. The payment of cash dividends in the future will be contingent upon StablecoinX’s revenues and earnings, if any, capital requirements, and general financial condition. It is the present intention of Board to retain all earnings, if any, for use in business operations, and accordingly, the Board does not anticipate declaring any dividends in the foreseeable future.
As of the Closing and following the completion of the Business Combination, StablecoinX had 24,029,375 shares of StablecoinX Class A Common Stock issued and outstanding held of record by 138 holders and 3,157,754 shares of StablecoinX Class B Common Stock issued and outstanding held of record by 23 holders. StablecoinX also had 11,499,988 Public Warrants outstanding held of record by one holder. Such numbers do not include Depository Trust Company participants or beneficial owners holding shares through nominee names.
Recent Sales of Unregistered Securities
Reference is made to the disclosure set forth below under Item 3.02 of this Current Report concerning the issuance and sale by StablecoinX of certain unregistered securities in connection with the Business Combination, which is incorporated herein by reference.
Information regarding Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”), and its use by former shell companies is set forth in the Proxy Statement/Prospectus in the section titled “Securities Act Restrictions on Resale of Securities” on page 254 and is incorporated herein by reference.
Description of Registrant’s Securities to be Registered
Reference is made to the section of the Proxy Statement/Prospectus entitled “Description of StablecoinX’s Securities,” beginning on page 225 of the Proxy Statement/Prospectus, which is incorporated herein by reference.
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Indemnification of Directors and Officers
Reference is made to the section of the Proxy Statement/Prospectus entitled “Certain Relationships and Related Person Transactions –Indemnification of Directors and Officers,” beginning on page 241 of the Proxy Statement/Prospectus, which is incorporated herein by reference.
Item 3.03. Material Modifications to Rights of Security Holders.
In connection with the consummation of the Business Combination, StablecoinX filed the Certificate of Incorporation with the Delaware Secretary of State on June 25, 2026 and adopted the Amended and Restated Bylaws (the “Bylaws”) on June 25, 2026. Reference is made to the sections of the Proxy Statement/Prospectus entitled “The Advisory Organizational Documents Proposals,” “Description of StablecoinX’s Securities,” “Comparison of Shareholders’ Rights” beginning on pages 141, 225, and 255 of the Proxy Statement/Prospectus, respectively, which are incorporated herein by reference.
This summary is qualified in its entirety by reference to the text of StablecoinX’s Certificate of Incorporation and the Bylaws, which are attached as Exhibits 3.1 and 3.2 hereto, respectively, and are incorporated herein by reference.
Item 5.01. Changes in Control of Registrant.
Reference is made to the sections of the Proxy Statement/Prospectus entitled “The Business Combination Proposal,” beginning on page 89 of the Proxy Statement/Prospectus, which is incorporated herein by reference. Further reference is made to disclosure in Item 1.01 and Item 2.01 of this Current Report, each of which is incorporated herein by reference.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Board of Directors
Upon the Closing, the StablecoinX Board consisted of five directors, including one director designated by Ethena and one director designated by SC Assets. The StablecoinX directors are Edward Chen, Marc Piano, John Griffiths, Alkesh Shah and Thomas Tarala. Marc Piano is the designee of Ethena and Edward Chen is the designee of SC Assets and also serves as Chief Executive Officer and Chairman.
Upon the Closing, StablecoinX’s audit committee consisted of John Griffiths, Alkesh Shah and Thomas Tarala with Mr. Shah serving as chair of the committee. The Board determined that each member of the Audit Committee qualifies as an independent director under the independence requirements of the Sarbanes-Oxley Act of 2002, as amended, Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the applicable NYSE listing requirements and that Mr. Tarala qualifies as an “audit committee financial expert,” as defined in Item 407(d)(5) of Regulation S-K, and which member or members possess financial sophistication, as defined under the rules of Nasdaq.
Upon the Closing, StablecoinX’s compensation committee consisted of John Griffiths, Alkesh Shah and Thomas Tarala with Mr. Griffiths serving as chair of the committee. The Board determined that each member of the compensation committee is “independent” as defined under the applicable Nasdaq requirements and U.S. Securities and Exchange SEC rules and regulations.
Upon the Closing, StablecoinX’s nominating and corporate governance committee consisted of John Griffiths, Alkesh Shah and Thomas Tarala with Mr. Tarala serving as chair of the committee. The Board determined that each member of the nominating and corporate governance committee is “independent” as defined under the applicable Nasdaq requirements and SEC rules and regulations.
Upon the Closing, StablecoinX’s investment committee consisted of Edward Chen, Marc Piano and Alkesh Shah with Mr. Chen serving as chair of the committee. The Board determined that each member of the nominating and corporate governance committee is “independent” as defined under the applicable Nasdaq requirements and SEC rules and regulations.
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Executive Officers
Upon Closing, the following individuals were appointed to serve as executive officers of the Company:
| Name | Position | |
| Edward Chen | Chief Executive Officer | |
| Young Cho | Chief Financial Officer | |
| Ahmed J. Aly | Chief Technology Officer |
Biographical Information
Reference is made to the section of the Proxy Statement/Prospectus entitled “About SC Assets—Human Capital—Directors and Executive Officers,” beginning on page 206 of the Proxy Statement/Prospectus, which is incorporated herein by reference.
StablecoinX Inc. 2026 Stock Incentive Plan
As previously disclosed, StablecoinX’s Board and shareholders adopted the StablecoinX Inc. 2026 Stock Incentive Plan (the “Equity Incentive Plan”) prior to the Closing, which became effective on June 25, 2026. A description of the Equity Incentive Plan is included in the Proxy Statement/Prospectus in the sections entitled “Summary of the Material Terms of the Incentive Plan” on page 242 thereof, which is incorporated by reference herein.
StablecoinX has reserved a total of 1,802,203 shares of StablecoinX Class A Common Stock for issuance pursuant to the Equity Incentive Plan (all of which may be issued pursuant to the exercise of incentive stock options), subject to certain adjustments set forth in the Equity Incentive Plan.
The foregoing description of the Equity Incentive Plan and the information incorporated by reference does not purport to be complete and is qualified in its entirety by the terms and conditions of the Equity Incentive Plan, which is attached as Exhibit 10.10 hereto, and is incorporated herein by reference.
CFO Restricted Stock Unit Award Agreement
On June 25, 2026, the Company granted Young Cho a restricted stock unit award which provides for an initial equity award of 60,799 restricted stock units (“RSUs”) which vests six months following the Closing Date, or December 25, 2026, subject to Mr. Cho’s continued employment (the “Initial Equity Award”). In the event that Mr. Cho ceases to be an employee, officer, or director of, or consultant or advisor to, StablecoinX for any reason, any portion of the Initial Equity Award that has not vested will immediately terminate and all unvested RSUs shall immediately be forfeited without payment of any further consideration.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Reference is made to the disclosure set forth in Item 3.03 of this Current Report, which is incorporated into this Item 5.03 by reference.
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Item 5.05 Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics
On June 25, 2026, the Board adopted a new Code of Ethics that applies to all of its employees, including its Chief Executive Officer, Chief Financial Officer and other executive and senior financial officers.
The above description of the Code of Ethics does not purport to be complete and is qualified in its entirety by reference to the full text of the Code of Ethics, a copy of which is filed as Exhibit 14.1 hereto and incorporated herein by reference.
A copy of StablecoinX’s Code of Ethics is also available on our website at www.stablecoinx.com. The information on StablecoinX’s website does not constitute part of this Current Report and is not incorporated herein by reference.
Item 5.06. Change in Shell Company Status.
As a result of the Business Combination, TLGY ceased to be a shell company upon the Closing. The material terms of the Business Combination are described in the section of the Proxy Statement/Prospectus entitled “The Business Combination Proposal,” beginning on page 96 of the Proxy Statement/Prospectus, and are incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(a) Financial statements of businesses acquired.
The audited financial statements of StablecoinX as of and for the year ended December 31, 2025 are set forth in Exhibit 99.1 hereto and are incorporated herein by reference.
The audited financial statements of SC Assets as of and for the year ended December 31, 2025 are set forth in Exhibit 99.2 hereto and are incorporated herein by reference.
The unaudited financial statements of StablecoinX as of and for the three months ended March 31, 2026 are set forth in Exhibit 99.3 hereto and are incorporated herein by reference.
The unaudited financial statements of SC Assets as of and for the three months ended March 31, 2026 are set forth in Exhibit 99.4 hereto and are incorporated herein by reference.
(b) Pro forma financial information.
The unaudited pro forma condensed combined financial information of the Company as of and for the three months ended March 31, 2026 are set forth in Exhibit 99.5 hereto and are incorporated herein by reference.
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(d) Exhibits.
Exhibit Index
| Exhibit No. | Description | |
| 2.1† | Business Combination Agreement, dated as of July 21, 2025, by and among TLGY, SC Assets, StablecoinX, SPAC Merger Sub and Company Merger Sub (incorporated by reference to Exhibit 2.1 to the Company’s Registration Statement on Form S-4 filed with the SEC on September 29, 2025). | |
| 2.2 | Amendment No. 1 to the Business Combination Agreement, dated as of January 21, 2026, by and among TLGY, SC Assets, SPAC Merger Sub and Company Merger Sub (incorporated by reference to Exhibit 2.1 to the Company’s Registration Statement on Form S-4 filed with the SEC on January 30, 2026). | |
| 2.3 | Second Amendment to Business Combination Agreement, dated April 21, 2026, by and among TLGY, SC Assets and StablecoinX (incorporated by reference to Exhibit 2.1 to TLGY’s Current Report on Form 8-K filed with the SEC on April 22, 2026). | |
| 2.4 | Plan of Merger. | |
| 3.1 | Amended and Restated Certificate of Incorporation of StablecoinX. | |
| 3.2 | Amended and Restated Bylaws of StablecoinX. | |
| 10.1 | Form of Lock-Up Agreement (incorporated by reference to Exhibit 10.12 to the Company’s Registration Statement on Form S-4 filed with the SEC on January 30, 2026). | |
| 10.2 | Amended and Restated Registration Rights Agreement, dated June 25, 2026, by and among TLGY, Ethena OpCo, StablecoinX, the Legacy SPAC Shareholders and the Legacy Opco Shareholders. | |
| 10.3 | Form of Indemnification Agreement. | |
| 10.4 | Contribution Agreement, dated as of July 21, 2025, by and among TLGY, SC Assets, StablecoinX, SPAC Merger Sub and Company Merger Sub (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on July 21, 2025). | |
| 10.5 | Form of Signing PIPE Subscription Agreement (incorporated by reference to Exhibit 10.3 to the Company’s Registration Statement on Form S-4 filed with the SEC on December 29, 2025). | |
| 10.6 | Form of Additional PIPE Subscription Agreement (Cash Only) (incorporated by reference to Exhibit 10.4 to the Company’s Registration Statement on Form S-4 filed with the SEC on December 29, 2025). | |
| 10.7 | Form of Additional PIPE Subscription Agreement (Cash and ENA Token) (incorporated by reference to Exhibit 10.5 to the Company’s Registration Statement on Form S-4 filed with the SEC on December 29, 2025). | |
| 10.8 | Form of Additional PIPE Subscription Agreement (Cash and ENA Token and Warrants) (incorporated by reference to Exhibit 10.6 to the Company’s Registration Statement on Form S-4 filed with the SEC on December 29, 2025). | |
| 10.9 | Amended and Restated Sponsor Support Agreement, dated as of September 5, 2025, by and among TLGY, SC Assets, StablecoinX and the other parties thereto (incorporated by reference to Exhibit 10.6 to TLGY's Current Report on Form 8-K filed with the SEC on September 8, 2025). | |
| 10.10 | StablecoinX Inc. 2026 Stock Incentive Plan. | |
| 10.11 | Form of Restricted Stock Unit Award Notice and Agreement. | |
| 10.12‡ | DVN Service Agreement, dated April 14, 2026, by and between SC Assets and Ethena OpCo Ltd. . | |
| 10.13† | Distribution Partnership Agreement, dated May 22, 2026, by and between SC Assets and Ethena Opco. | |
| 10.14 | Amended and Restated Collaboration Agreement, dated as of September 5, 2025, by and among Ethena Foundation, Ethena OpCo, StablecoinX and SC Assets (incorporated by reference to Exhibit 10.1 to the Company’s Registration Statement on Form S-4 filed with the SEC on December 29, 2025). |
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| 10.15 | Token Purchase Agreement, dated as of July 21, 2025, by and between Ethena OpCo and SC Assets (incorporated by reference to Exhibit 10.7 to the Company’s Registration Statement on Form S-4 filed with the SEC on December 29, 2025). | |
| 10.16 | Token Purchase Agreement, dated as of September 5, 2025, by and between Ethena OpCo and SC Assets (incorporated by reference to Exhibit 10.8 to the Company’s Registration Statement on Form S-4 filed with the SEC on December 29, 2025). | |
| 10.17 | Seller Support Agreement, dated as of July 21, 2025, by and among TLGY, SC Assets, StablecoinX and the Seller party thereto (incorporated by reference to Exhibit 10.10 to the Company’s Registration Statement on Form S-4 filed with the SEC on December 29, 2025). | |
| 10.18 | Managed Services Agreement, dated August 8, 2025, by and between SC Assets and Flow Labs Limited (incorporated by reference to Exhibit 10.14 to the Company’s Registration Statement on Form S-4 filed with the SEC on December 29, 2025). | |
| 10.19† | Master Custody Services Agreement, dated as of July 17, 2025, by and between SC Assets and Anchorage Digital Bank N.A. (incorporated by reference to Exhibit 10.15 to the Company’s Registration Statement on Form S-4 filed with the SEC on December 29, 2025). | |
| 14.1 | Code of Ethics. | |
| 99.1 | Audited condensed consolidated financial statements of StablecoinX as of and for the year ended December 31, 2025. | |
| 99.2 | Audited condensed consolidated financial statements of SC Assets as of and for the year ended December 31, 2025. | |
| 99.3 | Unaudited condensed consolidated financial statements of StablecoinX as of and for the three months ended March 31, 2026. | |
| 99.4 | Unaudited condensed consolidated financial statements of SC Assets as of and for the three months ended March 31, 2026. | |
| 99.5 | Unaudited pro forma condensed combined financial information of StablecoinX as of and for the three months ended March 31, 2026. | |
| 99.6 | Management’s Discussion and Analysis of Financial Condition and Results of Operations of StablecoinX for the three months ended March 31, 2026. | |
| 104 | Cover Page Interactive Data File (embedded with the Inline XBRL document). |
| † | Certain schedules, exhibits and similar attachments have been omitted in accordance with Regulation S-K Item 601(a)(5). The registrant agrees to furnish supplementally a copy of all omitted information to the SEC upon its request. |
| ‡ | Portions of this exhibit have been redacted in compliance with Item 601(b)(10)(iv) of Regulation S-K. The omitted information is not material and is the type of information that the registrant customarily and actually treats as private and confidential. |
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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: July 1, 2026
| StablecoinX, Inc. | ||
| By: | /s/ Edward Chen | |
| Name: | Edward Chen | |
| Title: | Chief Executive Officer | |
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Exhibit 99.1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and the Board of Directors of
StablecoinX Inc. and Subsidiaries:
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheet of StablecoinX Inc. and Subsidiaries (the “Company”) as of December 31, 2025, and the related consolidated statements of operations, Changes in stockholder’s equity, and cash flows for the period from July 7, 2025 (Inception) through December 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and the results of its operations and its cash flows for the period from July 7, 2025 (Inception) through December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.
Going Concern
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, if the Company is unable to raise additional funds to address liquidity needs and complete a business combination within one year from the date of these consolidated financial statements, the Company’s business will be materially and adversely affected. The liquidity condition raises substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion.
We have served as the Company’s auditor since 2025.
/s/ WithumSmith+Brown, PC
New York, New York
May 29, 2026
2
StablecoinX Inc. and Subsidiaries
Consolidated Balance Sheet
December 31, 2025
| Deember 31, | ||||
| 2025 | ||||
| Assets: | ||||
| Current assets: | ||||
| Total current assets | $ | - | ||
| Total assets | $ | - | ||
| Liabilities and stockholder’s deficit: | ||||
| Current liabilities: | ||||
| Accrued expenses | $ | 18,900 | ||
| Accrued expenses - related party (Note 7) | 29,663 | |||
| Total current liabilities | 48,563 | |||
| Total liabilities | 48,563 | |||
| Commitments and contingencies (Note 4) | ||||
| Stockholder’s deficit: | ||||
| Class A common stock - $0.0001 par value; 10,000,000 shares authorized; zero shares issued or outstanding | - | |||
| Class B common stock - $0.0001 par value; 1,000,000 shares authorized; 1 share issued and outstanding | - | |||
| Additional paid-in capital | - | |||
| Accumulated deficit | (48,563 | ) | ||
| Total stockholder’s deficit | (48,563 | ) | ||
| Total liabilities and stockholder’s deficit | $ | - | ||
See accompanying notes to the consolidated financial statements.
3
StablecoinX Inc. and Subsidiaries
Consolidated Statement of Operations
For the period from July 7, 2025 (inception) through December 31, 2025
| Period from July 7, 2025 (inception) through | ||||
| December 31, | ||||
| 2025 | ||||
| Operating expenses: | ||||
| General and administrative | $ | 48,563 | ||
| Total operating expenses | 48,563 | |||
| Loss from operations | (48,563 | ) | ||
| Net loss | $ | (48,563 | ) | |
| Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted | 1 | |||
| Net loss per share attributable to the common stockholder, basic and diluted | $ | (48,563 | ) | |
See accompanying notes to the consolidated financial statements.
4
StablecoinX Inc. and Subsidiaries
Consolidated Statement of Stockholder’s Deficit
For the period from July 7, 2025 (inception) through December 31, 2025
| Class A Common Stock | Class B Common Stock | Additional Paid-In | Accumulated | Total Stockholder’s | ||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | Deficit | ||||||||||||||||||||||
| Balance at inception | - | $ | - | 1 | $ | - | $ | - | $ | - | $ | - | ||||||||||||||||
| Net loss | - | - | - | - | - | (48,563 | ) | (48,563 | ) | |||||||||||||||||||
| Balance at December 31, 2025 | - | $ | - | 1 | $ | - | $ | - | $ | (48,563 | ) | $ | (48,563 | ) | ||||||||||||||
See accompanying notes to the consolidated financial statements.
5
StablecoinX Inc. and Subsidiaries
Consolidated Statement of Cash Flows
For the period July 7, 2025 (inception) through December 31, 2025
| Period from July 7, 2025 (inception) through | ||||
| December 31, | ||||
| 2025 | ||||
| Cash flows from operating activities: | ||||
| Net loss | $ | (48,563 | ) | |
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||
| Changes in operating assets and liabilities: | ||||
| Accrued expenses | 18,900 | |||
| Accrued expenses - related party (Note 7) | 29,663 | |||
| Net cash used in operating activities | - | |||
| Cash flows from investing activities: | ||||
| - | ||||
| Net cash used in investing activities | - | |||
| Cash flows from financing activities: | ||||
| - | ||||
| Net cash provided by financing activities | - | |||
| Net change in cash | - | |||
| Cash - beginning of period | - | |||
| Cash - end of period | $ | - | ||
See accompanying notes to the consolidated financial statements.
6
StablecoinX Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2025
Note 1. Description of Business
StablecoinX Inc., the “Company” or “Pubco” (together with its two wholly-owned subsidiaries StableCoinX SPAC Merger Sub LLC (“SPAC Merger Sub”), and StableCoinX Company Merger Sub, Inc. (“Company Merger Sub”)) was incorporated on July 7, 2025 as a Delaware corporation. The Company has selected December 31 as its fiscal year end.
On July 21, 2025, as amended, the Company entered into a business combination agreement (the “Business Combination Agreement”) with TLGY Acquisition Corporation, a Cayman Island exempted company (“TLGY”), and StablecoinX Assets Inc. (“SC Assets”). Following the closing (the “Closing”) of the proposed business combination (the “Business Combination”), SPAC Merger Sub, Company Merger Sub, ) , TLGY and SC Assets will become wholly owned subsidiaries of Pubco and the ongoing business operations of the Company will be that of SC Assets. SC Assets is an infrastructure software and services company focused on supporting the Ethena ecosystem, including its digital dollar products, particularly USDe. Following the Closing, the Company intends to operate through three core business lines: Infrastructure Services, Infrastructure Software, and Distribution Services.
Infrastructure Services
SC Assets currently operates and, following the Closing, the Company intends to operate, two infrastructure services:
Validator Services – A full-stack validator node live since October 2025, with all underlying intellectual property owned by SC Assets through its perpetual non-exclusive royalty-free software license (“License Agreement”) with Schulz von Jacob Ltd. (“SVJ”), a company that is owned by the Chief Technology Officer of SC Assets.
Decentralized Verifier Node (DVN) Services – Live since November 2025, serving as a cross-chain verifier for the Ethena ecosystem across multiple chains. Subsequent to the quarter ended March 31, 2026, on April 14, 2026, SC Assets entered in a DVN Services Agreement with Ethena Opco Ltd., a subsidiary of the Ethena Foundation, that sets forth a commercial agreement whereby Ethena Opco Ltd. will pay SC Assets a service fee equal to 1 basis point on briefed volume processed through SC Assets’ DVN.
Infrastructure Software and Distribution Services
Infrastructure Software – SC Assets intends to develop a comprehensive middleware API platform designed to enable businesses to integrate with Ethena’s USDe and related products. This platform is expected to provide the tools and technology to allow corporate enterprises, payment providers, small business, and financial institutions to integrate an issuer’s stablecoin across various use cases, whether for treasury operations, payments, or foreign exchange transfers.
Distribution Services – SC Assets’ Distribution Services business is intended to facilitate and capitalize on the broader adoption of Ethena’s digital dollar products, including USDe and USDtb (“Ethena Products”), by traditional financial institutions, asset managers, and investors.
7
StablecoinX Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2025
Business Combination
On January 21, 2026, the Business Combination Agreement was amended to extend the Outside Date (as defined in the Business Combination Agreement) to April 21, 2026. On April 21, 2026, the Business Combination Agreement was further amended to extend the Outside Date to July 21, 2026.
Pursuant to the Business Combination Agreement, upon the consummation of the transactions contemplated thereby, SPAC Merger Sub will merge with and into TLGY, with TLGY continuing as the surviving company (the “SPAC Merger”), and immediately following the SPAC Merger, the Company’s second subsidiary, Company Merger Sub, will merge 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 which the holders of shares of SC Assets’ Class A common stock, par value $0.0001 per share, will receive one share of the Company’s Class A Common Stock for each share of the SC Assets’ Class A Common Stock and holders of the SC Assets’ Class B common stock, par value $0.0001 per share will receive one share of the Company’s Class A Common Stock and one share of the Company’s Class B common stock, par value $0.0001 per share, for each share of the SC Assets’ Class B Common stock.
As a result of the Mergers and the other transactions contemplated by the Business Combination Agreement (the “Transactions”), TLGY and SC Assets will become wholly-owned subsidiaries of Pubco and Pubco will become a publicly traded company.
The Company was founded by Young Cho, who is also the Chief Executive Officer and Director of TLGY and SC Assets.
Liquidity and Going Concern
The Company’s consolidated financial statements have been prepared on a going concern basis, which assumes that the Company will be able to meet its obligations and continue its operations to support the closing of the pending Business Combination Agreement during the twelve months following the issuance of these consolidated financial statements. These consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern.
The Company’s ability to continue to meet its obligations, to achieve its business objectives and continue as a going concern is dependent upon several factors, primarily being the consummation of the planned SPAC transaction. If additional financing is required from outside sources, the Company may not be able to raise it on terms acceptable to the Company or at all. If the Company is unable to raise additional capital when desired, the Company’s business would be materially and adversely affected.
As a result of the above, in connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Codification (“ASC”) Subtopic 205-40, Presentation of Financial Statements - Going Concern,” management has determined that the Company’s liquidity condition raises substantial doubt about the Company’s ability to continue as a going concern through a year from the date these consolidated financial statements are available to be issued.
8
StablecoinX Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2025
Note 2. Summary of Significant Accounting Policies
Basis of Presentation
The accompanying consolidated financial statements, which include the financial statements of the Company and its wholly-owned subsidiaries, have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) and reflect all adjustments, including normal recurring adjustments and the elimination of all intercompany balances and transactions, which, in the opinion of management, are necessary to present fairly the financial position, results of operations, and cash flows for the periods presented in accordance with U.S. GAAP.
Use of Estimates
The preparation of the consolidated financial statements in accordance with U.S. GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods presented. Actual results could differ from these estimates.
Income Taxes
The Company is subject to income taxes in the U.S. The Company uses the asset-and-liability method for income taxes. Under this method, deferred tax assets and liabilities are determined based on differences between the consolidated financial statement carrying amounts and tax bases of assets and liabilities and operating loss and tax credit carryforwards and are measured using the enacted tax rates that are expected to be in effect when the differences reverse. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established on a jurisdiction-by-jurisdiction basis when necessary to reduce deferred tax assets to an amount that, in the opinion of management, is more likely than not to be realized.
Net Loss Per Share
Basic and diluted net loss per share attributable to the common stockholder is presented in conformity with the two-class method required for participating securities. The two-class method determines net income (loss) per share for each class of common and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. The two-class method requires income (loss) available to the common stockholder for the period to be allocated between common and participating securities based upon their respective rights to shares in undistributed earnings as if all income (loss) for the period had been distributed.
As of December 31, 2025, the Company has no other participating securities other than the two classes of common stock.
Basic net loss per share is calculated by dividing the net loss attributable to the common stockholder by the weighted-average number of common stock outstanding during the period, without consideration of potentially dilutive securities. Diluted net loss per share is computed by dividing the net loss attributable to common the stockholder by the weighted-average number of common stock and potentially dilutive securities outstanding for the period.
As of December 31, 2025, the Company has no securities that provided a potentially dilutive impact to the computation for the period presented.
9
StablecoinX Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2025
Recently Issued Accounting Pronouncements
In September 2025, the FASB issued ASU 2025-06, Targeted Improvements to the Accounting for Internal-Use Software. This ASU amends the existing standard to remove all references to prescriptive and sequential software development project stages. Under this guidance, eligible software development costs will begin capitalization when management has authorized and committed to funding the software project, and it is probable that the project will be completed and the software will be used to perform the function intended. This guidance is effective for the Company beginning on January 1, 2028, and early adoption is permitted, although the Company does not plan to early adopt. This guidance may be applied on a prospective basis, a modified basis for in-process projects, or a retrospective basis. The Company is currently evaluating the impact of the adoption of this standard.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This ASU enhances the transparency and decision usefulness of income tax disclosures. This guidance is effective for the Company beginning on January 1, 2026, and early adoption is permitted, although the Company does not plan to early adopt. Adoption will require enhancements to the Company’s income tax disclosures but is not expected to have a material impact on its consolidated financial statements.
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The amendments in this ASU require disclosures, on an annual and interim basis, of significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”), as well as the aggregate amount of other segment items included in the reported measure of segment profit or loss. The ASU requires that a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. Public entities will be required to provide all annual disclosures currently required by Topic 280 in interim periods, and entities with a single reportable segment are required to provide all the disclosures required by the amendments in this ASU and existing segment disclosures in Topic 280. The Company adopted this standard as of its July 7, 2025 inception date.
Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s consolidated financial statements.
Note 3. Common Stock
At December 31, 2025, there were 11,000,000 shares of common stock authorized, of which 10,000,000 were Class A common stock and 1,000,000 were Class B common stock. As of December 31, 2025, there were zero and 1 share of Class A common stock and Class B common stock issued and outstanding, respectively. Holders of Class A common stock are not entitled to vote. Holders of Class B common stock are entitled to one vote per share held.
10
StablecoinX Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2025
Note 4. Commitments and Contingencies
Legal Proceedings
From time to time, the Company may become involved in claims or other legal matters arising in the ordinary course of business. The Company records accruals for outstanding legal proceedings when it is probable a liability will be incurred, and the amount of loss can be reasonably estimated. The Company does not believe that there are any pending legal proceedings or other loss contingencies that will, either individually or in the aggregate, have a material adverse effect on the Company’s consolidated financial statements.
Business Combination Agreement
The Business Combination Agreement contains certain termination rights, including, among others, that the Business Combination Agreement may be terminated as follows: (i) upon the mutual written consent of TLGY and SC Assets, (ii) by either TLGY or SC Assets if the closing has not occurred on or before six months from the date of the Business Combination Agreement, (iii) by written notice of either TLGY or SC Assets if a governmental authority shall have issued an order prohibiting the Transactions, (iv) by SC Assets in connection with an uncured breach of a representation, warranty, covenant or other agreement by TLGY, if the breach would result in the failure of the related condition to closing, (v) by SC Assets the Company if the TLGY board of directors publicly changes its recommendation with respect to the Business Combination Agreement and transactions and related shareholder approvals under certain circumstances detailed in the Business Combination Agreement, (vi) by TLGY in connection with an uncured breach of a representation, warranty, covenant or other agreement by the SC Assets or the Company, if the breach would result in the failure of the related condition to closing, or (vii) by either TLGY or SC Assets if the extraordinary general meeting is held and TLGY shareholder approval is not received. None of the parties to the Business Combination Agreement is required to pay a termination fee or reimburse any other party for its expenses as a result of a termination.
The Business Combination Agreement also contains obligations of the parties to use their reasonable best efforts to consummate the various transactions contemplated by the Business Combination Agreement and carrying out the private investment in public equity (“PIPE”) funding efforts in connection with the closing and PIPE subscription agreements (“PIPE Subscription Agreements”).
Other Arrangements entered into at the time of the Business Combination Agreement:
Contemporaneously with the execution of the Business Combination Agreement, the Company and other parties entered into the following agreements:
Collaboration Agreement
The Company, SC Assets, Ethena Foundation (“Ethena”) and Ethena OpCo Ltd (“Ethena OpCo”) entered into a collaboration agreement (the “Collaboration Agreement”), pursuant to which Ethena agreed to provide the Company a right to participate in certain future offerings of Ethena’s native protocol governance token of Ethena (“ENA Token”) on terms no less favorable than other investors and to collaborate with the Company on an ongoing basis to support the operation of the Company’s infrastructure, staking and treasury activities of ENA Token and the Company’s public advocacy for the blockchain-based protocol and off-chain architecture and related systems for ENA Token (the “Ethena Protocol”) within the traditional finance ecosystem. Pursuant to the Collaboration Agreement, the Company agreed that its business would be to provide infrastructure, staking and other products and services to the Ethena Protocol and that it would not change such business, acquire digital assets other than ENA Token, or enter into a merger, acquisition, disposition or similar transaction that would have the effect of changing such business without the prior approval of the Investment Committee and a majority of the holders to the Company’s Class B Common Stock.
11
StablecoinX Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2025
The Collaboration Agreement will terminate upon the earlier to occur of (i) the termination of the Business Combination Agreement pursuant to its terms or (ii) Ethena delivering written notice of non-renewal within 90 days of the end of the term.
In addition, all parties to the Collaboration Agreement agreed to various actions in connection with the transactions contemplated by the PIPE Subscription Agreements (as defined below), including, but not limited to (i) using the Net Cash PIPE Proceeds as defined below) to purchase locked ENA Tokens (the “Locked ENA Tokens”) from Ethena OpCo in accordance with the Token Purchase Agreement (discussed below), and Ethena OpCo agreed to deposit such Locked ENA Token into the Custodial Account (as defined below), (ii) Ethena agreed, in the event that the consummation of the Transactions does not occur, to unlock a portion of the Locked ENA Tokens held in the Custodial Account in an amount equal to (x) the Net Cash PIPE Proceeds divided by (y) the seven day time weighted average price of ENA Token on Binance and Bybit on the date of the PIPE Subscription Agreements (the “ENA Return Amount”), (iii) the parties agreed to release the Locked ENA Tokens to the Company in the event that the Business Combination closes and (iv) the parties agreed to provide joint instructions to the Custodian (as defined below) to effectuate each of the foregoing transactions.
On September 5, 2025, the Company, SC Assets, Ethena and Ethena OpCo entered into an amended and restated collaboration agreement (the “A&R Collaboration Agreement”), which amended and restated the collaboration agreement entered into in connection with the signing of the Business Combination Agreement, to, among other things, take into account the Additional PIPE Subscription Agreements, the Additional Token Purchase Agreement and the transactions contemplated thereby, as well as any future additional PIPEs that may occur prior to the Business Combination.
Contribution Agreement
TLGY, SC Assets, the Company, and Ethena also entered into a contribution agreement (the “Contribution Agreement”), pursuant to which Ethena agreed to contribute $60 million of ENA Tokens, valued at a 30% discount to the fair market value of such ENA Token on the date of the Contribution Agreement, to SC Assets prior to the pending Transactions (the “ENA Contribution”), in exchange for a number of shares of the SC Assets’ Class B Common Stock, equal to (A) the ENA Contribution amount, divided by (B)(x) $10.00, multiplied by (y) a fraction, the numerator of which is (1) the ENA Fair Market Value at Signing (as defined below) and the denominator of which is (2) the ENA Fair Market Value at closing (as defined below). Immediately following the closing of the Business Combination, Ethena will beneficially own a majority of the voting power of the outstanding shares of the Company.
The Contribution Agreement will terminate upon the earlier to occur of (i) the termination of the Business Combination Agreement pursuant to its terms, (ii) the mutual written consent of the parties thereto, (iii) July 21, 2026 or (iv) if any of the conditions to closing as forth therein are not satisfied or waived as of the closing date (as defined therein).
12
StablecoinX Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2025
This agreement was amended and restated on September 5, 2025. See below.
PIPE Subscription Agreements
Certain investors (the “PIPE Investors”) have agreed to make a private investment in SC Assets by purchasing shares of the SC Assets’ Class A Common Stock prior to the Business Combination (the “PIPE Shares”) in the aggregate amount of approximately $363.0 million, of which approximately $101 million will be paid in ENA Tokens (including the $60.0 million ENA Contribution) and approximately $262.0 million will be paid in cash, USDC or USDT (collectively, “Cash”) pursuant to the terms of the PIPE and related PIPE Subscription Agreements.
On September 5, 2025, TLGY, the Company, SC Assets entered into an additional PIPE subscription agreements with certain investors, including Ethena OpCo and a related party who served as the founder of Ethena Labs, SA (the “Additional PIPE Investors”), pursuant to which such Additional PIPE Investors have agreed to purchase shares of the Company’s class A Common Stock prior to the Business Combination in the aggregate amount of approximately $530 million of which approximately $248 million will be paid in ENA Tokens and approximately $282 million will be paid in Cash (the “Additional PIPE Subscription Agreements”). To the extent the issuance of the PIPE Shares to an Additional PIPE Investor would cause such Additional PIPE Investor to own more than 9.90% of the total issued and outstanding shares of Pubco Class A Common Stock at the Closing (the “Beneficial Ownership Limitation”), then, the Additional PIPE Investor will receive a portion of their PIPE Shares in the form of the Company’s Class A Common Stock in an amount that would cause such Additional PIPE Investor to meet but not exceed the Beneficial Ownership Limitation, and a pre-funded warrant to purchase the remaining amount PIPE Shares (the “Pre-Funded Warrant”). The Pre-Funded Warrant is exercisable at any time after the original issuance date. The Additional PIPE Subscription Agreements are in substantially the same form as the Signing PIPE Subscription Agreements.
In accordance with the terms of the token purchase agreements dated July 31, 2025 and September 5, 2025 (defined below), promptly after the date of the PIPE Subscription Agreements and Additional Pipe Subscription Agreements, the net Cash proceeds from the PIPE, less up to $18.5 million of transaction expenses (the “Permitted Expense Amount” and such net amount, the “Net Cash PIPE Proceeds”), will be used to purchase the Locked ENA Tokens from Ethena OpCo, which will be deposited into a custodial account (the “Custodial Account”) established by StablecoinX for the benefit of the PIPE Investors who paid for their PIPE Shares in Cash (the “Cash PIPE Investors”). The Locked ENA Tokens and the Permitted Expense Amount will be held in the Custodial Account until the earlier of (i) the closing of the Business Combination and (ii) the termination of the Business Combination Agreement and/or the PIPE Subscription Agreements.
Following the Transactions, the Locked ENA Tokens and the Permitted Expense will be released from the Custodial Account and transferred to SC Assets and the Company. In the event that the Business Combination does not occur or the PIPE Subscription Agreement is terminated in accordance with their terms, Ethena will promptly unlock a portion of the Locked ENA Tokens held in the Custodial Account in an amount equal to the ENA Return Amount and the ENA Return Amount together with the Permitted Expense Amount (net of any fees and expenses related to the Custodial Account) will promptly be released on a pro rata basis, to the Cash PIPE Investors. To the extent any PIPE Investors who paid for their PIPE Shares with ENA Token had already delivered their ENA Token in accordance with the terms of the PIPE Subscription Agreement, such ENA Token would be promptly returned to such PIPE Investor.
13
StablecoinX Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2025
Pursuant to the PIPE Subscription Agreements and Additional PIPE Subscription Agreements, TLGY and the Company have agreed to use commercially reasonable efforts to cause the shares of the Company’s Class A Common Stock into which the PIPE Shares will be converted upon consummation of the Company Merger to be registered in a registration statement.
The PIPE Subscription Agreements and Additional PIPE Subscription Agreements and certain of its provisions will terminate upon the earlier to occur of (i) the termination of the Business Combination Agreement pursuant to its terms, (ii) the mutual written consent of the parties thereto, (iii) July 21, 2026 or (iv) if any of the conditions to closing as forth therein are not satisfied or waived as of the closing date (as defined therein).
Token Purchase Agreement
To facilitate the PIPE Subscription Agreements, SC Assets, solely in its capacity as administrative agent for the Cash PIPE Investors (as defined below) (the “Administrative Agent”) and Ethena OpCo entered into a token purchase agreement (the “Token Purchase Agreement”), in which Ethena OpCo agreed to sell the Locked ENA Token to StablecoinX, solely in its capacity as Administrative Agent, valued at a 30% discount to the fair market value of the ENA Tokens at the signing of the Token Purchase Agreement. These Locked ENA Tokens will be deposited by Ethena OpCo into the Custodial Account. The Locked ENA Tokens may not be transferred for a period of 48 months after the date of the Token Purchase Agreement, subject to earlier unlock and release from such transfer restrictions as follows: (i) 25% of the Locked ENA Token will be unlocked on the 12-month anniversary of the closing and (ii) the remaining 75% of the Locked ENA Token will be unlocked in 36 equal monthly installments thereafter.
Contemporaneous with the execution of the Additional PIPE Subscription Agreements and to facilitate the transactions contemplated by such agreements, SC Assets, as Administrative Agent for the Additional PIPE Investors who paid the purchase price for their PIPE Shares in Cash (the “Additional Cash PIPE Investors”) and Ethena OpCo entered into a second token purchase agreement (the “Additional Token Purchase Agreement”), pursuant to which, among other things, Ethena OpCo agreed to sell locked ENA Tokens (the “Additional Locked ENA Tokens”) to SC Assets, solely in its capacity as Administrative Agent, valued at $0.29 per ENA token. These Additional Locked ENA Tokens will be deposited by Ethena OpCo into a separate custodial account established by the Administrative Agent with Anchorage Digital Bank N.A. for the benefit of the Additional Cash PIPE Investors. The Additional Locked ENA Tokens may not be transferred for a period of 48 months after the date of the Additional Token Purchase Agreement, subject to earlier unlock and release from such transfer restrictions as follows: (i) 25% of the Additional Locked ENA Tokens will be unlocked on the twelve (12) month anniversary of Completion (as defined in the Additional Token Purchase Agreement) and (ii) the remaining 75% of the Additional Locked ENA Tokens will be unlocked in 36 equal monthly installments thereafter. The Additional Token Purchase Agreement is in substantially the same form as the token purchase agreement that was entered into in connection with the Signing PIPE Subscription Agreements.
TLGY Sponsor Support Agreement
The Company, TLGY, SC Assets, the TLGY Founder Shareholders and the other parties thereto, entered into a Sponsor Support Agreement (the “Sponsor Support Agreement”), in which each TLGY Founder Shareholder agreed to exchange certain shares of the Company’s Class A Common Stock issued to them in respect of their Founder Shares (the “Exchanged Founder Shares”) for shares of the Company’s Class B Common Stock and the right to receive up to an aggregate of 3,000,000 newly issued shares of the Company’s Class A Common Stock (the “Earnout Shares”), and to exchange any SPAC Private Placement Warrants held by such shareholder for the right to receive up to 600,000 Earnout Shares, in each case, upon the achievement of certain performance and Class A price thresholds after the closing.
14
StablecoinX Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2025
On September 5, 2025, the Company, SC Assets TLGY, and certain holders of TLGY’s securities, entered into an amended and restated sponsor support agreement (the “Amended and Restated Sponsor Support Agreement”), which amended and restated the sponsor support agreement entered into in connection with the signing of the Business Combination Agreement, to, in light of the increased size of the PIPE, remove the earnout share mechanism and make it so that the aggregate number of Retained Shares (as defined in the Amended and Restated Sponsor Support Agreement) to be received by the holders of Founder Shares (as defined therein) and Private Placement Warrants (as defined therein) would be equal to 3% of the issued and outstanding shares of Pubco Class A Common Stock at Closing and an equal number of shares of Pubco Class B stock, to be issued to the SPAC Founder Shareholders and Private Placement Warrants.
The Amended and Restated Sponsor Support Agreement and certain of its provisions will terminate and be of no further force or effect upon the earlier to occur of (i) the termination of the Business Combination Agreement pursuant to its terms and (ii) the mutual written consent of the parties thereto.
Note 5. Net Loss Per Share Attributable to the Common Stockholder
The following table sets forth the computation of basic and dilutive net loss per share attributable to the common stockholder for the period from inception through December 31, 2025:
| Period from July 7, 2025 (inception) through | ||||
| December 31, | ||||
| 2025 | ||||
| Numerator: | ||||
| Net loss | $ | (48,563 | ) | |
| Denominator: | ||||
| Weighted-average number of shares outstanding used to compute net loss per share attributable to the common stockholder, basic and diluted | 1 | |||
| Net loss per share attributable to the common stockholder, basic and diluted | $ | (48,563 | ) | |
During the period inception through December 31, 2025, there were no potentially dilutive securities excluded from the calculation of diluted net loss per share attributable to the common stockholder.
Note 6. Segment Information
ASC Topic 280, Segment Reporting, establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise that engage in business activities from which it may recognize revenues and incur expenses, and for which separate financial information is available that is regularly evaluated by the CODM, or group, in deciding how to allocate resources and assess performance.
15
StablecoinX Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2025
The CODM has been identified as the Chief Executive Officer, who reviews the assets, operating results, and financial metrics for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that there is only one reportable segment.
The CODM assesses performance for the single segment and decides how to allocate resources based on net income or loss that also is reported on the consolidated statement of operations as net income or loss. The measure of segment assets is reported on the consolidated balance sheet as total assets. When evaluating the Company’s performance and making key decisions regarding resource allocation, the CODM reviews operating expenses, which were approximately $48,600, included in net loss for the period from inception through December 31, 2025.
Operating expenses are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a business combination or similar transaction within the business combination period. The CODM also reviews operating expenses to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget. Operating expenses, as reported on the consolidated statement of operations, are the significant segment expenses provided to the CODM on a regular basis.
Note 7. Related Party Transactions and Balances
As of December 31, 2025, accrued expenses include approximately $20,800 and $8,900 due to TLGY and SC Assets, respectively, for services incurred by the Company paid for by the noted entity.
Note 8. Subsequent Events
The Company has evaluated subsequent events through May 29, 2026, the date on which these consolidated financial statements were available to be issued and has determined that no subsequent events are reportable other than those disclosed elsewhere in the consolidated financial statements.
16
Exhibit 99.2
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and the Board of Directors of StablecoinX Assets Inc.:
Opinion on the Financial Statements
We have audited the accompanying Balance sheet of StablecoinX Assets Inc. (the “Company”) as of December 31, 2025, and the related statements of operations, changes in stockholder’s equity, and cash flows for the period from June 30, 2025 (Inception) to December 31, 2025, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and the results of its operations and its cash flows for the period from June 30, 2025 (Inception) to December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.
Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, if the Company is unable to raise additional funds to address liquidity needs and complete a business combination within one year from the date of these financial statements, the Company’s business will be materially and adversely affected. The liquidity condition raises substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
We have served as the Company’s auditor since 2025.
/s/ WithumSmith+Brown, PC
New York, York
May 29, 2026
StablecoinX Assets Inc.
Balance Sheet
As of December 31, 2025
| December 31, | ||||
| 2025 | ||||
| Assets: | ||||
| Current assets: | ||||
| Cash | $ | 18,708 | ||
| Digital assets - restricted | 97,912 | |||
| Prepaid insurance | 105,065 | |||
| Prepaid expenses and other current assets | 10,000 | |||
| Related party receivables (Note 7) | 8,863 | |||
| Total current assets | 240,548 | |||
| Intangible assets, net | 452,250 | |||
| Total assets | $ | 692,798 | ||
| Liabilities and stockholders’ equity: | ||||
| Current liabilities: | ||||
| Demand notes - related party (Note 7) | $ | 97,912 | ||
| Accounts payable | 4,386 | |||
| Accrued expenses | 21,000 | |||
| Total current liabilities | 123,298 | |||
| Total liabilities | 123,298 | |||
| Commitments and contingencies (Note 6) | ||||
| Stockholders’ equity: | ||||
| Class A common stock - $0.0001 par value; 50,000,000 shares authorized; zero shares issued or outstanding; | - | |||
| Class B common stock - $0.0001 par value; 10,000,000 shares authorized; 700,000 shares issued and outstanding | 70 | |||
| Additional paid-in capital | 802,430 | |||
| Accumulated deficit | (233,000 | ) | ||
| Total stockholders’ equity | 569,500 | |||
| Total liabilities and stockholders’ equity | $ | 692,798 | ||
See accompanying notes to the financial statements.
2
StablecoinX Assets Inc.
Statement of Operations
For the period from June 30, 2025 (inception) through December 31, 2025
| Period from inception through | ||||
| December 31, | ||||
| 2025 | ||||
| Operating expenses: | ||||
| General and administrative | $ | 182,750 | ||
| Amortization expense | 50,250 | |||
| Change in fair value of digital assets - restricted | 48,684 | |||
| Change in fair value of related party demand notes (Note 7) | (48,684 | ) | ||
| Total operating expenses | 233,000 | |||
| Loss from operations | (233,000 | ) | ||
| Loss before income taxes | (233,000 | ) | ||
| Provision for income taxes | - | |||
| Net loss | $ | (233,000 | ) | |
| Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted | 700,000 | |||
| Net loss per share attributable to common stockholders, basic and diluted | $ | (0.33 | ) | |
See accompanying notes to the financial statements.
3
StablecoinX Assets Inc.
Statement of Stockholders’ Equity
For the period from June 30, 2025 (inception) through December 31, 2025
| Class A | Class B | Additional | Total | |||||||||||||||||||||||||
| Common Stock | Common Stock | Paid-In | Accumulated | Stockholders’ | ||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | Equity | ||||||||||||||||||||||
| Balance at inception | - | $ | - | - | $ | - | $ | - | $ | - | $ | - | ||||||||||||||||
| Issuance of Class B common stock | - | - | 700,000 | 70 | 802,430 | - | 802,500 | |||||||||||||||||||||
| Net loss | - | - | - | - | - | (233,000 | ) | (233,000 | ) | |||||||||||||||||||
| Balance at December 31, 2025 | - | $ | - | 700,000 | $ | 70 | $ | 802,430 | $ | (233,000 | ) | $ | 569,500 | |||||||||||||||
See accompanying notes to the financial statements.
4
StablecoinX Assets Inc.
Statement of Cash Flows
For the period from June 30, 2025 (inception) through December 31, 2025
| Period from inception through | ||||
| December 31, | ||||
| 2025 | ||||
| Cash flows from operating activities: | ||||
| Net loss | $ | (233,000 | ) | |
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||
| Amortization expense | 50,250 | |||
| Change in fair value of digital assets - restricted | 48,684 | |||
| Change in fair value of related party demand notes (Note 7) | (48,684 | ) | ||
| Changes in operating assets and liabilities: | ||||
| Prepaid insurance | (105,065 | ) | ||
| Prepaid expenses and other current assets | (10,000 | ) | ||
| Related party receivables (Note 7) | (8,863 | ) | ||
| Accounts payable | 4,386 | |||
| Accrued expenses | 21,000 | |||
| Net cash used in operating activities | (281,292 | ) | ||
| Cash flows from financing activities: | ||||
| Receivable from stockholders (Note 7) | 300,000 | |||
| Net cash provided by financing activities | 300,000 | |||
| Net change in cash | 18,708 | |||
| Cash - beginning of period | - | |||
| Cash - end of period | $ | 18,708 | ||
| Supplemental disclosures of noncash investing and financing activities: | ||||
| Contribution of intangible asset | $ | 502,500 | ||
| Loan of digital assets and issuance of related party demand notes | $ | 146,596 | ||
See accompanying notes to the financial statements.
5
StablecoinX Assets Inc.
Notes to Financial Statements
December 31, 2025
Note 1. Description of Business
StablecoinX Assets Inc., doing business as StablecoinX, (“StablecoinX” or the “Company”) was incorporated on June 30, 2025 as a Delaware corporation. The Company has selected December 31 as its fiscal year end.
StablecoinX is an infrastructure software and services company focused on supporting the Ethena ecosystem, including its digital dollar products, particularly USDe. The Company intends to operate through three core business lines: Infrastructure Services, Infrastructure Software, and Distribution Services.
Infrastructure Services
The Company currently operates two infrastructure services:
Validator Services — A full-stack validator node live since October 2025, with all underlying intellectual property owned by the Company through its perpetual non-exclusive royalty-free software license (“License Agreement”) with Schulz von Jacob Ltd. (“SVJ”). In October 2025, the Company received a loan of thirty-three (33) Ethereum – ETH Tokens (“ETH Tokens”), a decentralized digital currency operating on the Ethereum blockchain protocol (See Notes 2 and 7). To begin validator services activity, the Company staked the ETH Tokens on its validator platform. See Notes 2 and 7.
Decentralized Verifier Node (DVN) Services — Live since November 2025, serving as a cross-chain verifier for the Ethena ecosystem across multiple chains. Subsequent to the quarter ended March 31, 2026, on April 14, 2026, the Company entered in a DVN Services Agreement with Ethena OpCo Ltd., a subsidiary of the Ethena Foundation, that sets forth a commercial agreement whereby Ethena Opco Ltd. will pay StablecoinX a service fee equal to 1 basis point on volume processed through our DVN (See Note 10).
Infrastructure Software and Distribution Services
Infrastructure Software — The Company intends to develop a comprehensive middleware API platform designed to enable businesses to integrate with Ethena’s USDe and related products. This platform is expected to provide the tools and technology to allow corporate enterprises, payment providers, small business, and financial institutions to integrate an issuer’s stablecoin across various use cases, whether for treasury operations, payments, or foreign exchange transfers.
Distribution Services — The Distribution Services business is a planned service offering that is intended to facilitate and capitalize on the broader adoption of Ethena’s digital dollar products, including USDe and USDtb (“Ethena Products”), by traditional financial institutions, asset managers, and investors.
Business Combination
On July 21, 2025, the Company entered into a business combination agreement (the “Business Combination Agreement”) with TLGY Acquisition Corporation Corp, a Cayman Island exempted company (“TLGY”), StablecoinX Inc. (“Pubco”), StableCoinX SPAC Merger Sub LLC, a wholly-owned subsidiary of Pubco (“SPAC Merger Sub”), and StableCoinX Company Merger Sub, Inc., a wholly-owned subsidiary of Pubco (“Company Merger Sub”). On January 21, 2026 the Business Combination Agreement was amended to extend the Outside Date (as defined in the Business Combination Agreement) to April 21, 2026. On April 21, 2026, the Business Combination Agreement was further amended to extend the Outside Date to July 21, 2026.
6
StablecoinX Assets Inc.
Notes to Financial Statements
December 31, 2025
Pursuant to the Business Combination Agreement, upon the consummation of the transactions contemplated therein, SPAC Merger Sub will merge with and into TLGY, with TLGY continuing as the surviving company (the “SPAC Merger”), and immediately following the SPAC Merger, Company Merger Sub will merge with and into the Company, with the Company continuing as the surviving company (the “Company Merger”, and together with the SPAC Merger, the “Mergers”), as a result of which the holders of shares of the Company’s Class A common stock, par value $0.0001 per share, will receive one share of Pubco Class A Common Stock for each share of the Company’s Class A Common Stock and holders of the Company’s Class B common stock, par value $0.0001 per share will receive one share of Pubco Class A Common Stock and one share of Pubco Class B common stock, par value $0.0001 per share, for each share of the Company’s Class B Common stock.
As a result of the Mergers and the other transactions contemplated by the Business Combination Agreement (the “Transactions” or “Business Combination”), TLGY and the Company will become wholly owned subsidiaries of Pubco and Pubco will become a publicly traded company.
The Company was founded by Young Cho, who is also the Chief Executive Officer and Director of TLGY, and Edward Chen, the managing member of the current sponsors of TLGY (collectively, the “Founders”) (see Notes 6 and 7).
Liquidity and Going Concern
The Company’s financial statements have been prepared on a going concern basis, which assumes that it will be able to meet its obligations and continue its operations to support the closing of the pending Business Combination Agreement during the twelve months following the issuance of these financial statements. These financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern.
The Company’s ability to continue to meet its obligations, to achieve its business objectives and continue as a going concern is dependent upon several factors, primarily being the consummation of the planned SPAC transaction. If additional financing is required from outside sources, the Company may not be able to raise it on terms acceptable to the Company or at all. If the Company is unable to raise additional capital when desired, the Company’s business would be materially and adversely affected.
As a result of the above, in connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Codification (“ASC”) Subtopic 205-40 “Presentation of Financial Statements – Going Concern,” management has determined that the Company’s liquidity condition raises substantial doubt about the Company’s ability to continue as a going concern through a year from the date these financial statements are available to be issued.
Note 2. Summary of Significant Accounting Policies
Basis of Presentation
The accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) and reflect all adjustments, including normal recurring adjustments, which, in the opinion of management, are necessary to present fairly the financial position, results of operations, and cash flows for the periods presented in accordance with U.S. GAAP.
7
StablecoinX Assets Inc.
Notes to Financial Statements
December 31, 2025
Use of Estimates
The preparation of the financial statements in accordance with U.S. GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods presented. Actual results could differ from these estimates.
Digital Assets and Adoption of ASU 2023-08
The Company early adopted FASB ASU 2023-08, Intangibles - Goodwill and Other - Crypto Assets (Subtopic 350-60): Accounting for and Disclosure of Crypto Assets (“ASU 2023-08”), which requires entities to measure certain crypto assets at fair value with changes recognized in the statement of operations for each reporting period and others that do not fall under the scope of ASC 2023-08 as intangible assets. The Company’s ETH Tokens, which have not been determined to be stablecoins or derivatives, are within the scope of ASU 2023-08 and recognized at fair value and determined using Level 1 inputs under the Accounting Standards Codification (“ASC”) 820, Fair Value Measurement, hierarchy as these prices were based on observable quoted prices in the market for identical assets. Changes in the fair value of crypto assets under ASU 2023-08 are recognized in the statement of operations for each reporting period. See Notes 3 and 7.
Realized gain (loss) on the disposition of all of the Company’s crypto assets is calculated on a first-in-first out (“FIFO”) basis. Gains or losses from the sale of digital assets are calculated as the difference between the disposal price and the cost basis and are recognized in other expenses (income).
Fair Value Measurements
The Company determines fair value measurements used in its financial statements based upon the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value hierarchy distinguishes between (i) market participant assumptions developed based on market data obtained from independent sources (observable inputs), and (ii) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). ASC 820, Fair Value Measurements, requires fair value measurements be classified and disclosed in one of the following pricing categories:
| Level 1: | This level consists of unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity can access at the measurement date. |
| Level 2: | This level consists of observable inputs other than the quoted prices included within Level 1, such as quoted prices for similar assets or liabilities in markets that are not active or for which all significant inputs are observable or can be corroborated by observable market data, either directly or indirectly, for substantially the full term of the asset or liability. |
| Level 3: | This level consists of unobservable inputs for the asset or liability to the extent that observable inputs are not available, thereby allowing for situations in which there is little or no market data for the asset or liability at the measurement date. This requires the reporting entity to develop its own assumptions that market participants would use in pricing the asset or liability. |
8
StablecoinX Assets Inc.
Notes to Financial Statements
December 31, 2025
The carrying amounts of prepaid expenses and other current assets, accounts payable and accrued expenses approximate their fair values due to their short-term maturities.
Intangible Assets, Net
The Company’s finite-lived intangible asset, a perpetual royalty-free software license, was contributed to the Company during the period from inception through December 31, 2025, is carried at cost, and is amortized on a straight-line basis over the estimated remaining economic life of five years. The straight-line method of amortization represents the Company’s best estimate of the distribution of the economic value of the identifiable intangible assets. The factors that were considered in determining the useful lives of identifiable intangible asset included the extent to which expected future cash flows would be affected by the Company’s intent and ability to retain use of this asset. During the period from Inception through December 31, 2025, the Company recorded $50,250 of amortization expense related to the intangible asset. Intangible assets, net, consisted of the following as of December 31, 2025:
| Gross carrying amount | Accumulated amortization | Net book value | Weighted average remaining useful life (in years) | |||||||||||||
| Software license | $ | 502,500 | (50,250 | ) | $ | 452,250 | 4.5 | |||||||||
Impairment of Long-Lived Assets
Whenever events or changes in circumstances indicate that the carrying amount of long-lived assets may not be recoverable, the Company estimates the expected undiscounted future cash flows from the use of those assets and their eventual disposition (without any allocated debt financing charges). The Company conducts an intangible impairment analysis at least annually and more frequently if changes in facts and circumstances indicate that the fair value of the intangible asset may be less than its carrying amount. If the sum of the expected undiscounted future cash flows is less than the carrying amount of those assets, the Company recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. For the period from inception through December 31, 2025, the Company did not recognize any impairment expense related to its long-lived asset.
Demand Notes
The Company accounts for its related party demand notes at fair value at each period end pursuant to ASC 825, Financial Instruments wherein changes in the fair value are recorded as unrealized change in fair value of demand notes in the statement of operations. See Note 7.
Revenue
The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers, using the five-step model. During the period ended December 31, 2025, the Company commenced staking activities of ETH on its proprietary validation infrastructure. The Company concluded that where it controls the validation infrastructure, it is a principal in the provision of staking services to the blockchain and will recognize revenue on a gross basis. Staking revenue is earned at a point in time when confirmation is received from the network indicating that the validation is complete and the Company obtains control of the awards.
9
StablecoinX Assets Inc.
Notes to Financial Statements
December 31, 2025
The Company does not have contract assets or liabilities, as revenue is recognized when cryptocurrency rewards are received without extended payment terms. Cryptocurrency rewards are measured at fair value using market prices on the date they are received. Costs related to staking, hosting fees and electricity, as applicable, are recorded as incurred under cost of revenue in the statement of operations.
For period from June 30, 2025 (inception) through December 31, 2025, staking revenue or related awards and the related staking costs were immaterial to the financial statements.
Cost of Revenue
Costs of revenue represents costs directly related to the Company’s services and include costs associated with the Company’s validator nodes and excludes depreciation expense.
Income Taxes
The Company is subject to income taxes in the U.S. The Company uses the asset-and-liability method for income taxes. Under this method, deferred tax assets and liabilities are determined based on differences between the financial statement carrying amounts and tax bases of assets and liabilities and operating loss and tax credit carryforwards and are measured using the enacted tax rates that are expected to be in effect when the differences reverse. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established on a jurisdiction-by-jurisdiction basis when necessary to reduce deferred tax assets to an amount that, in the opinion of management, is more likely than not to be realized.
Net Loss Per Share
Basic and diluted net loss per share attributable to common stockholders is presented in conformity with the two-class method required for participating securities. The two-class method determines net income (loss) per share for each class of common and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. The two-class method requires income (loss) available to common stockholders for the period to be allocated between common and participating securities based upon their respective rights to shares in undistributed earnings as if all income (loss) for the period had been distributed.
As of December 31, 2025, the Company has no other participating securities other than the two classes of common stock.
Basic net loss per share is calculated by dividing the net loss attributable to common stockholders by the weighted-average number of common stock outstanding during the period, without consideration of potentially dilutive securities. Diluted net loss per share is computed by dividing the net loss attributable to common stockholders by the weighted-average number of common stock and potentially dilutive securities outstanding for the period.
As of December 31, 2025, the Company has no securities that provided a potentially dilutive impact to the computation for the period presented.
10
StablecoinX Assets Inc.
Notes to Financial Statements
December 31, 2025
Recently Adopted Accounting Pronouncements
The Company adopted ASU 2023-08 as of its June 30, 2025 inception date. See Notes 2, 3 and 4.
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The amendments in this ASU require disclosures, on an annual and interim basis, of significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”), as well as the aggregate amount of other segment items included in the reported measure of segment profit or loss. The ASU requires that a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. Public entities will be required to provide all annual disclosures currently required by Topic 280 in interim periods, and entities with a single reportable segment are required to provide all the disclosures required by the amendments in this ASU and existing segment disclosures in Topic 280. The Company adopted this standard as of its June 30, 2025 inception date.
Recently Issued Accounting Pronouncements Not Yet Adopted
In September 2025, the FASB issued ASU 2025-06, Targeted Improvements to the Accounting for Internal-Use Software. This ASU amends the existing standard to remove all references to prescriptive and sequential software development project stages. Under this guidance, eligible software development costs will begin capitalization when management has authorized and committed to funding the software project, and it is probable that the project will be completed and the software will be used to perform the function intended. This guidance is effective for the Company beginning on January 1, 2028, and early adoption is permitted. This guidance may be applied on a prospective basis, a modified basis for in-process projects, or a retrospective basis. The Company is currently evaluating the impact of the adoption of this standard.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This ASU enhances the transparency and decision usefulness of income tax disclosures. This guidance is effective for the Company beginning on January 1, 2026, and early adoption is permitted, although the Company does not plan to early adopt. Adoption will require enhancements to the Company’s income tax disclosures but is not expected to have a material impact on its financial statements.
Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.
Note 3. Digital Assets
Digital assets consisted of the following as of December 31, 2025:
| Quantity | Cost basis | Fair value | ||||||||||
| Ethereum - ETH Tokens | 33 | $ | 146,596 | $ | 97,912 | |||||||
| Total digital assets - restricted | 33 | $ | 146,596 | $ | 97,912 | |||||||
11
StablecoinX Assets Inc.
Notes to Financial Statements
December 31, 2025
The following table presents a roll-forward of total digital assets for the period from June 30, 2025 (inception) through December 31, 2025:
| Balance at June 30, 2025 (inception) | $ | - | ||
| Loan of ETH Tokens (Note 7) | 146,596 | |||
| Unrealized gain on digital assets | (48,684 | ) | ||
| Balance at December 31, 2025 | $ | 97,912 |
The staking revenue and related rewards recognized in the period from inception to December 31, 2025 were immaterial to the financial statements.
For the period from June 30, 2025 (inception) to December 31, 2025, the unrealized loss on the ETH Tokens was offset by the change in the fair value of the demand notes requiring repayment of the donated tokens. See Note 7.
The ETH Tokens are held with restriction but can be released within three days of notice of repayment by either the Company or the related parties.
Note 4. Fair Value Measurements
The table below presents the Company’s financial assets and liabilities measured at fair value on a recurring basis aggregated by the level in the fair hierarchy as of December 31, 2025:
| As of December 31, 2025 | ||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| Assets: | ||||||||||||||||
| Digital assets | $ | 97,912 | $ | - | $ | - | $ | 97,912 | ||||||||
| Total assets, measured at fair value | $ | 97,912 | $ | - | $ | - | $ | 97,912 | ||||||||
| Liabilities: | ||||||||||||||||
| Demand notes - related party | $ | 97,912 | $ | - | $ | - | $ | 97,912 | ||||||||
| Total liabilities, measured at fair value | $ | 97,912 | $ | - | $ | - | $ | 97,912 | ||||||||
Level 1 instruments consisted of digital assets and related party demand notes (See Notes 3 and 7) which are valued using quoted priced in active markets for the underlying tokens at the reporting date, with the changes recognized in other income (expense), net in the statement of operations. There were no transfers between Levels 1, 2 and 3 during the period from inception through December 31, 2025.
Note 5. Common Stock
At December 31, 2025, there were 60,000,000 shares of common stock authorized, of which 50,000,000 was Class A common stock and 10,000,000 was Class B common stock. As of December 31, 2025, there were zero and 700,000 shares of Class A common stock and Class B common stock issued and outstanding, respectively. Holders of Class A common stock are not entitled to vote. Holders of Class B common stock are entitled to one vote per share held.
Note 6. Commitments and Contingencies
Legal Fees
The Company has a legal arrangement requiring a $25,000 retainer fee (see Note 7) and additional fees of $75,000 and the issuance of 2,500 shares of the Company’s Class B common stock contingent upon the successful execution of the Transactions (see Note 1).
12
StablecoinX Assets Inc.
Notes to Financial Statements
December 31, 2025
Legal Proceedings
From time to time, the Company may become involved in claims or other legal matters arising in the ordinary course of business. The Company records accruals for outstanding legal proceedings when it is probable a liability will be incurred, and the amount of loss can be reasonably estimated. The Company does not believe that there are any pending legal proceedings or other loss contingencies that will, either individually or in the aggregate, have a material adverse effect on the Company’s financial statements.
Service Contract
In August 2025, the Company executed a contract with a related party for outsourced information technology management, support and development services. The contract term is the earlier of the (i) termination of the Business Combination or (ii) three (3) years from the Business Combination close date. Upon expiration, the agreement shall automatically renew for successive one (1) year periods unless cancelled by either party. The contract includes a provision for free services until the consummation of the Business Combination. Thereafter fees for services performed are fifteen (15) thousand per month. See Note 7.
In August 2025, the Company executed a contract with a third party for capital market advisory services and for such third party to act as a placement agent in connection with a related private placement of equity in connection with the proposed Business Combination. The contract term is the earlier of (i) the date of the Business Combination is terminated, (ii) the closing of the Business Combination, and (iii) with thirty (30) days written notice (collectively the “Term”).
The contract includes provisions for free services until the consummation of the Business Combination. If the Business Combination closes during the Term, the Company (or the surviving company upon the closing of the Business Combination) shall pay an advisor fee equal to $1.5 million in unlocked Ethena governance token (“ENA Token”), valued at a 5% discount to the ENA 7-Day Time Weighted Average Price (“TWAP”) as defined in the Collaboration Agreement, dated as of July 21, 2025, between Ethena Foundation (“Ethena”), Ethena OpCo Ltd (“Ethena OpCo”), Pubco, and the Company) as of the signing of the first subscription agreement in connection with the Business Combination (the “Business Combination Fee”), immediately following the closing of the Business Combination. Additionally, an advisor fee equal to 4.5% of the gross proceeds received by the Company in the Business Combination from those investors in the Business Combination who were introduced to Company, TLGY or their respective affiliates by the advisor except for those investors specifically excluded per the terms of the agreement (the “Excluded Investors”), payable by Company (the “Offering Fee” and, together with the Business Combination Fee, the “Transaction Fee”) is required. The Offering Fee shall be paid at the closing of the Transactions and the Business Combination Fee shall be paid promptly following the closing of the Business Combination. The advisor does not receive any fee from any proceeds received from the PIPE subscription agreements signed on July 21, 2025, with the Company, TLGY and the other parties provided the advisor is entitled to a fee in connection with any additional proceeds to the extent any such PIPE Subscription Agreements are amended to increase the aggregate purchase amount. No Transaction Fee shall be paid in the event that the Transactions do not close. Termination of the agreement does not impact the advisors right to payment of the Transaction Fee if the closing of the applicable Business Combination occurs within twelve (12) months following the termination of the agreement.
13
StablecoinX Assets Inc.
Notes to Financial Statements
December 31, 2025
Business Combination Agreement
The Business Combination Agreement contains certain termination rights, including, among others, that the Business Combination Agreement may be terminated as follows: (i) upon the mutual written consent of TLGY and the Company, (ii) by either TLGY or the Company if the Closing has not occurred on or before six months from the date of the Business Combination Agreement, (iii) by written notice of either TLGY or the Company if a governmental authority shall have issued an order prohibiting the Transactions, (iv) by the Company in connection with an uncured breach of a representation, warranty, covenant or other agreement by TLGY, if the breach would result in the failure of the related condition to closing, (v) by the Company if the TLGY board of directors publicly changes its recommendation with respect to the Business Combination Agreement and transactions and related shareholder approvals under certain circumstances detailed in the Business Combination Agreement, (vi) by TLGY in connection with an uncured breach of a representation, warranty, covenant or other agreement by the Company, Pubco, SPAC Merger Sub or Company Merger Sub, if the breach would result in the failure of the related condition to Closing, or (vii) by either TLGY or the Company if the extraordinary general meeting is held and TLGY shareholder approval is not received. None of the parties to the Business Combination Agreement is required to pay a termination fee or reimburse any other party for its expenses as a result of a termination.
The Business Combination Agreement also contains obligations of the parties to use their reasonable best efforts to consummate the various transactions contemplated by the Business Combination Agreement and carrying out the private investment in public equity (“PIPE”) funding efforts in connection with the closing and PIPE subscription agreements (“PIPE Subscription Agreements”).
Other Arrangements entered into at the time of the Business Combination Agreement:
Contemporaneously with the execution of the Business Combination Agreement, the Company and other parties entered into the following agreements:
Collaboration Agreement
Pubco, the Company, Ethena and Ethena OpCo entered into a collaboration agreement (the “Collaboration Agreement”), pursuant to which Ethena agreed to provide Pubco a right to participate in certain future offerings of Ethena’s native protocol governance token, ENA Token, on terms no less favorable than other investors and to collaborate with Pubco on an ongoing basis to support the operation of Pubco’s infrastructure, staking and treasury activities of ENA Token and Pubco’s public advocacy for the blockchain-based protocol and off-chain architecture and related systems for ENA Token (the “Ethena Protocol”) within the traditional finance ecosystem. Pursuant to the Collaboration Agreement, Pubco agreed that its business would be to provide infrastructure, staking and other products and services to the Ethena Protocol and that it would not change such business, acquire digital assets other than ENA Token, or enter into a merger, acquisition, disposition or similar transaction that would have the effect of changing such business without the prior approval of the Investment Committee and a majority of the holders to Pubco Class B Common Stock.
The Collaboration Agreement will terminate upon the earlier to occur of (i) the termination of the Business Combination Agreement pursuant to its terms or (ii) Ethena delivering written notice of non-renewal within 90 days of the end of the term.
14
StablecoinX Assets Inc.
Notes to Financial Statements
December 31, 2025
In addition, all parties to the Collaboration Agreement agreed to various actions in connection with the transactions contemplated by the PIPE Subscription Agreements (as defined below), including, but not limited to (i) using the Net Cash PIPE Proceeds as defined below) to purchase locked ENA Tokens (the “Locked ENA Tokens”) from Ethena OpCo in accordance with the Token Purchase Agreement (discussed below), and Ethena OpCo agreed to deposit such Locked ENA Token into the Custodial Account (as defined below), (ii) Ethena agreed, in the event that the consummation of the Transactions does not occur, to unlock a portion of the Locked ENA Tokens held in the Custodial Account in an amount equal to (x) the Net Cash PIPE Proceeds divided by (y) the seven day time weighted average price of ENA Token on Binance and Bybit on the date of the PIPE Subscription Agreements (the “ENA Return Amount”), (iii) the parties agreed to release the Locked ENA Tokens to Pubco in the event that the Business Combination closes and (iv) the parties agreed to provide joint instructions to the Custodian (as defined below) to effectuate each of the foregoing transactions.
On September 5, 2025, Pubco, the Company, Ethena and Ethena OpCo entered into an amended and restated collaboration agreement (the “A&R Collaboration Agreement”), which amended and restated the collaboration agreement entered into in connection with the signing of the Business Combination Agreement, to, among other things, take into account the Additional PIPE Subscription Agreements, the September 5, 2025 Token Purchase Agreement and the transactions contemplated thereby, as well as any future additional PIPEs that may occur prior to the Business Combination.
Contribution Agreement
TLGY, the Company, Pubco and Ethena also entered into a contribution agreement (the “Contribution Agreement”), pursuant to which Ethena agreed to contribute $60 million of ENA Tokens, valued at a 30% discount to the fair market value of such ENA Token on the date of the Contribution Agreement, to the Company prior to the pending Transactions (the “ENA Contribution”), in exchange for a number of shares of the Company’s Class B Common Stock, equal to (A) the ENA Contribution amount, divided by (B)(x) $10.00, multiplied by (y) a fraction, the numerator of which is (1) the ENA Fair Market Value at Signing (as defined below) and the denominator of which is (2) the ENA Fair Market Value at Closing (as defined below). Immediately following the closing of the Business Combination, Ethena will beneficially own a majority of the voting power of the outstanding shares of Pubco.
The Contribution Agreement will terminate upon the earlier to occur of (i) the termination of the Business Combination Agreement pursuant to its terms, (ii) the mutual written consent of the parties thereto, (iii) July 21, 2026 or (iv) if any of the conditions to closing as forth therein are not satisfied or waived as of the Closing Date (as defined therein).
PIPE Subscription Agreements
Certain investors (the “PIPE Investors”) have agreed to make a private investment in the Company by purchasing shares of the Company’s Class A Common Stock prior to the Business Combination (the “PIPE Shares”) in the aggregate amount of approximately $363.0 million, of which approximately $101 million will be paid in ENA Tokens (including the $60.0 million ENA Contribution) and approximately $262.0 million will be paid in cash, USDC or USDT (collectively, “Cash”) pursuant to the terms of the PIPE and related PIPE Subscription Agreements.
15
StablecoinX Assets Inc.
Notes to Financial Statements
December 31, 2025
On September 5, 2025, TLGY, the Company and Pubco entered into additional PIPE subscription agreements with certain investors, including Ethena OpCo and a related party who served as the founder of Ethena Labs, SA (the “Additional PIPE Investors”), pursuant to which such Additional PIPE Investors have agreed to purchase shares of the Company’s class A Common Stock prior to the Business Combination in the aggregate amount of approximately $530 million of which approximately $248 million will be paid in ENA Tokens and approximately $282 million will be paid in Cash (the “Additional PIPE Subscription Agreements”). To the extent the issuance of the PIPE Shares to an Additional PIPE Investor would cause such Additional PIPE Investor to own more than 9.90% of the total issued and outstanding shares of Pubco Class A Common Stock at the Closing (the “Beneficial Ownership Limitation”), then, the Additional PIPE Investor will receive a portion of their PIPE Shares in the form of the Company’s Class A Common Stock in an amount that would cause such Additional PIPE Investor to meet but not exceed the Beneficial Ownership Limitation, and a pre-funded warrant to purchase the remaining amount PIPE Shares (the “Pre-Funded Warrant”). The Pre-Funded Warrant is exercisable at any time after the original issuance date. The Additional PIPE Subscription Agreements are in substantially the same form as the Signing PIPE Subscription Agreements.
In accordance with the terms of the token purchase agreements dated July 21, 2025 and September 5, 2025 (defined below), promptly after the date of the PIPE Subscription Agreements and Additional PIPE Subscription Agreements, the net cash proceeds from the PIPE transactions, less up to $18.5 million of transaction expenses (the “Permitted Expense Amount” and such net amount, the “Net Cash PIPE Proceeds”), will be used to purchase the Locked ENA Tokens from Ethena OpCo, which will be deposited into a custodial account (the “Custodial Account”) established by the Company for the benefit of the PIPE Investors who paid for their PIPE Shares in Cash (the “Cash PIPE Investors”). The Locked ENA Tokens and the Permitted Expense Amount will be held in the Custodial Account until the earlier of (i) the closing of the Business Combination and (ii) the termination of the Business Combination Agreement and/or the PIPE Subscription Agreements.
Following the Transactions, the Locked ENA Tokens and the Permitted Expense will be released from the Custodial Account and transferred to the Company and Pubco. In the event that the Business Combination does not occur or the PIPE Subscription Agreement is terminated in accordance with their terms, Ethena will promptly unlock a portion of the Locked ENA Tokens held in the Custodial Account in an amount equal to the ENA Return Amount and the ENA Return Amount together with the Permitted Expense Amount (net of any fees and expenses related to the Custodial Account) will promptly be released on a pro rata basis, to the Cash PIPE Investors. To the extent any PIPE Investors who paid for their PIPE Shares with ENA Token had already delivered their ENA Token in accordance with the terms of the PIPE Subscription Agreement, such ENA Token would be promptly returned to such PIPE Investor.
Pursuant to the PIPE Subscription Agreements and Additional PIPE Subscription Agreements, TLGY and Pubco have agreed to use commercially reasonable efforts to cause the shares of Pubco Class A Common Stock into which the PIPE Shares will be converted upon consummation of the Company Merger to be registered in a registration statement.
The PIPE Subscription Agreements and Additional PIPE Subscription Agreements and certain of its provisions will terminate upon the earlier to occur of (i) the termination of the Business Combination Agreement pursuant to its terms, (ii) the mutual written consent of the parties thereto, (iii) July 21, 2026 for the PIPE Subscription Agreements and September 5, 2026 for the Additional PIPE Subscription Agreements or (iv) if any of the conditions to closing as forth therein are not satisfied or waived as of the Closing Date (as defined therein).
16
StablecoinX Assets Inc.
Notes to Financial Statements
December 31, 2025
Token Purchase Agreement
To facilitate the PIPE Subscription Agreements, the Company, solely in its capacity as administrative agent for the Cash PIPE Investors (as defined below) (the “Administrative Agent”) and Ethena OpCo entered into a token purchase agreement (the “Token Purchase Agreement”), in which Ethena OpCo agreed to sell the Locked ENA Token to the Company, solely in its capacity as Administrative Agent, valued at a 30% discount to the fair market value of the ENA Tokens at the signing of the Token Purchase Agreement, which Locked ENA Tokens will be deposited by Ethena OpCo into the Custodial Account. The Locked ENA Token may not be transferred for a period of 48 months after the date of the Token Purchase Agreement, subject to earlier unlock and release from such transfer restrictions as follows: (i) 25% of the Locked ENA Token will be unlocked on the 12 month anniversary of the Closing and (ii) the remaining 75% of the Locked ENA Token will be unlocked in 36 equal monthly installments thereafter.
Contemporaneously with the execution of the Additional PIPE Subscription Agreements and to facilitate the transactions contemplated by such agreements, the Company, in its capacity as Administrative Agent for the Additional PIPE Investors who paid the purchase price for their PIPE Shares in Cash (the “Additional Cash PIPE Investors”), and Ethena OpCo entered into a new token purchase agreement dated September 5, 2025 (the “Additional Token Purchase Agreement”), pursuant to which, among other things, Ethena OpCo agreed to sell locked ENA Token (the “Additional Locked ENA Tokens”) to the Company, solely in its capacity as Administrative Agent, valued at $0.29 per ENA token. Such Additional Locked ENA Token will be deposited by Ethena OpCo into a separate custodial account established by the Administrative Agent with Anchorage Digital Bank N.A. for the benefit of the Additional Cash PIPE Investors. The Additional Locked ENA Token may not be transferred for a period of 48 months after the date of the Additional Token Purchase Agreement, subject to earlier unlock and release from such transfer restrictions as follows: (i) 25% of the Additional Locked ENA Token will be unlocked on the twelve (12) month anniversary of Completion (as defined in the Additional Token Purchase Agreement) and (ii) the remaining 75% of the Additional Locked ENA Token will be unlocked in 36 equal monthly installments thereafter. The Additional Token Purchase Agreement is in substantially the same form as the token purchase agreement that was entered into in connection with the Signing PIPE Subscription Agreements.
Given the related party nature of Ethena for accounting purposes as of the closing of the Business Combination, ENA Tokens to be received upon the Business Combination will not fall within the scope of ASU 2023-08 and will be accounted for under the intangible assets model wherein they will be subject to ongoing evaluation for impairment. If impaired, ENA Token holdings may result in the reduction of the carrying value in the statement of operations as well as the recognition of impairment losses in net income in each applicable reporting period.
TLGY Sponsor Support Agreement
Pubco, TLGY, the Company , the TLGY Founder Shareholders and the other parties thereto, entered into a Sponsor Support Agreement (the “Sponsor Support Agreement”), in which each TLGY Founder Shareholder agreed to exchange certain shares of Pubco Class A Common Stock issued to them in respect of their Founder Shares (the “Exchanged Founder Shares”) for shares of Pubco Class B Common Stock and the right to receive up to an aggregate of 3,000,000 newly issued shares of Pubco Class A Common Stock (the “Earnout Shares”), and to exchange any SPAC Private Placement Warrants held by such shareholder for the right to receive up to 600,000 Earnout Shares, in each case, upon the achievement of certain performance and ENA Token price thresholds after the Closing.
On September 5, 2025, Pubco, TLGY, the Company and certain holders of TLGY’s securities, entered into an amended and restated sponsor support agreement (the “Amended and Restated Sponsor Support Agreement”), which amended and restated the original sponsor support agreement to, in light of the increased size of the PIPE, remove the earnout share mechanism and make it so that the aggregate number of Retained Shares (as defined in the Amended and Restated Sponsor Support Agreement) to be received by the holders of Founder Shares (as defined therein) and Private Placement Warrants (as defined therein) would be equal to 3% of the issued and outstanding shares of Pubco Class A Common Stock at Closing, and an equal number of shares of Pubco Class B stock, to be issued to the SPAC Founder Shareholders and Private Placement Warrants.
The Amended and Restated Sponsor Support Agreement and certain of its provisions will terminate and be of no further force or effect upon the earlier to occur of (i) the termination of the Business Combination Agreement pursuant to its terms and (ii) the mutual written consent of the parties thereto.
17
StablecoinX Assets Inc.
Notes to Financial Statements
December 31, 2025
Note 7. Related Party Transactions and Balances
On June 30, 2025, the Company received $300,000 from the Company Founders as payment for the shares of Class B common stock receivable upon formation of the Company as well as an additional amount due from an investor who contributed a perpetual software license which represents the definite lived intangible asset of the Company. The fair value of the perpetual software license is based on the value derived from the arm’s-length transaction between the Company and the contributing investor. Under the terms of the license agreement, the license returns back to the contributing investor if the Transactions are not consummated.
During the period June 30, 2025 (inception) to December 31, 2025, the Company’s received free outsourced information technology management, support and development services from a related party. The contract includes a provision for free services until the consummation of the Business Combination. See Note 6.
On June 30, 2025, the Company’s Founders paid, on behalf of the Company, its legal retainer fee of $25,000. In August 2025 the Company paid the full $25,000 fee to the legal firm and the Founders were reimbursed in full.
As of December 31, 2025, the prepaid and other asset balance includes a receivable of approximately $8,900 due from Pubco for the Company’s payment of third-party services on behalf of Pubco.
In October 2025, the Company received a loan of thirty-three (33) Ethereum – ETH Tokens (“ETH Tokens”), a decentralized digital currency operating on the Ethereum blockchain protocol (See Notes 1 and 3).
18
StablecoinX Assets Inc.
Notes to Financial Statements
December 31, 2025
During the period ended December 31, 2025, the Company issued short-term demand promissory notes (the “Promissory Notes”) to one of the Founders and an original investor in conjunction with the loan of 33 ETH Tokens to the Company. The cost basis of the Promissory Notes as of the date the ETH Tokens were loaned was $146,596. The outstanding Promissory Notes are denominated in ETH Tokens are non-noninterest bearing and payable on demand by the return of the ETH Tokens within three days of notice of repayment by either the Company or the related parties. The Promissory Notes can be repaid at any time. Repayment shall be made by on-chain transfer to a public ETH wallet address designated in writing by the related parties. All repayments shall be applied first to payment in full of any costs incurred in the collection of any sum due under the Promissory Notes, including reasonable attorney’s fees, then to the payment in full of any late charges and finally to the reduction of the unpaid principal balance. The Promissory Notes were adjusted to their fair value during the period from June 30, 2025 (inception) through December 31, 2025 (see Note 3) from $146,596 to $97,912 at December 31, 2025 with the change of $48,684 recognized in the statement of operations.
Note 8. Net Loss Per Share Attributable to Common Stockholders
The following table sets forth the computation of basic and dilutive net loss per share attributable to common stockholders for the period from inception through December 31, 2025:
| Period from inception through | ||||
| December 31, | ||||
| 2025 | ||||
| Numerator: | ||||
| Net loss | $ | (233,000 | ) | |
| Denominator: | ||||
| Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, basic and diluted | 700,000 | |||
| Net loss per share attributable to common stockholders, basic and diluted | $ | (0.33 | ) | |
During the period from inception through December 31, 2025, there were no potentially dilutive securities excluded from the calculation of diluted net loss per share attributable to common stockholders.
Note 9. Segment Information
ASC Topic 280, Segment Reporting, establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise that engage in business activities from which it may recognize revenues and incur expenses, and for which separate financial information is available that is regularly evaluated by the CODM, or group, in deciding how to allocate resources and assess performance.
The CODM has been identified as the Chief Executive Officer, who reviews the assets, operating results, and financial metrics for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that there is only one reportable segment.
19
StablecoinX Assets Inc.
Notes to Financial Statements
December 31, 2025
The CODM assesses performance for the single segment and decides how to allocate resources based on net income or loss that also is reported on the statement of operations as net income or loss. The measure of segment assets is reported on the balance sheet as total assets. When evaluating the Company’s performance and making key decisions regarding resource allocation, the CODM reviews the below key metric included in net income or loss for the period from inception through December 31, 2025:
| Period from inception through | ||||
| December 31, | ||||
| 2025 | ||||
| Operating expenses | $ | 233,000 | ||
Operating expenses are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a business combination or similar transaction within the business combination period. The CODM also reviews operating expenses to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget. Operating expenses, as reported on the statement of operations, are the significant segment expenses provided to the CODM on a regular basis.
Note 10. Subsequent Events
The Company has evaluated subsequent events through May 29, 2026, the date on which these financial statements were available to be issued and has determined that there are no subsequent events are reportable in the financial statements other than those noted elsewhere in the document and below.
On April 12, 2026, the Company entered into a DVN service agreement for a one-year term with Ethena Opco. The agreement is part of the Company’s boarder strategic alignment between the Company and the Ethena ecosystem to provide DVN services on an ongoing basis. The Services shall include, without limitation: (a) the continuous operation of the Company’s DVN infrastructure on all Supported Networks (defined as blockchain networks on which the StablecoinX DVN is deployed and operational, initially comprising Arbitrum and Optimism); (b) the cryptographic verification of the authenticity and finality of cross-chain messages transmitted through the LayerZero Protocol; (c) the monitoring of DVN performance and security in accordance with the Service Level Requirements; and (d) such additional verification and infrastructure services as the Parties may agree to in writing from time to time. During its term, the Agreement shall represent the sole and exclusive agreement under which Ethena compensates or otherwise incentivizes a third-party DVN operator to process cross-chain transactions within the Ethena Ecosystem through the LayerZero Protocol. During the agreement term, the Company shall, at all times, maintain a minimum staked balance of ENA tokens (“Minimum Staking Requirement”) as security for the faithful performance of its DVN obligations. Beginning April 15, 2026, the Company will receive a service fee equal to one (1) basis point (0.01%) of all processed volume, as defined, each month and will be paid in ENA Tokens.
On May 18, 2026, the Company issued short-term demand promissory notes (the “2026 Promissory Notes”) aggregating $15,000 to the three stockholders in exchange for a cash infusion. The outstanding 2026 Promissory Notes are non-noninterest bearing and payable on demand with 3 days of the note holder’s request. On May 19, 2026, the Company issued two additional short-term demand promissory notes aggregating $24,000 to two of the three stockholders in exchange for additional funding.
On May 22, 2026, the Company entered into an agreement with Ethena Opco wherein the Company was appointed as a non-exclusive distribution partner to facilitate broader adoption of Ethena Products by institutional investors. Under this agreement, Ethena OpCo will pay the Company a monthly fee initially equal to five basis points (0.05%) of the gross dollar equivalent of Ethena Products acquired through the Company’s distribution activities during the applicable calendar month. The fee rate may be adjusted by mutual written agreement of the parties to any rate within a range of one to ten basis points.
20
Exhibit 99.3
StablecoinX Inc. and Subsidiaries
Condensed Consolidated Balance Sheets (unaudited)
| March 31, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Assets: | ||||||||
| Current assets: | ||||||||
| Total current assets | $ | - | $ | - | ||||
| Total assets | $ | - | $ | - | ||||
| Liabilities and stockholder’s deficit: | ||||||||
| Current liabilities: | ||||||||
| Accrued expenses | $ | 51,531 | $ | 18,900 | ||||
| Accrued expenses - related party (Note 7) | 32,675 | 29,663 | ||||||
| Total current liabilities | 84,206 | 48,563 | ||||||
| Total liabilities | 84,206 | 48,563 | ||||||
| Commitments and contingencies (Note 4) | ||||||||
| Stockholder’s deficit: | ||||||||
| Class A common stock - $0.0001 par value; 10,000,000 shares authorized; zero shares issued or outstanding | - | - | ||||||
| Class B common stock - $0.0001 par value; 1,000,000 shares authorized; 1 share issued and outstanding | - | - | ||||||
| Additional paid-in capital | - | - | ||||||
| Accumulated deficit | (84,206 | ) | (48,563 | ) | ||||
| Total stockholder’s deficit | (84,206 | ) | (48,563 | ) | ||||
| Total liabilities and stockholder’s deficit | $ | - | $ | - | ||||
See accompanying notes to the consolidated financial statements.
StablecoinX Inc. and Subsidiaries
Condensed Consolidated Statements of Operations
For the three-month period ending March 31, 2026 (unaudited)
| March 31, | ||||
| 2026 | ||||
| Operating expenses: | ||||
| Selling, general and administrative | $ | 35,643 | ||
| Total operating expenses | 35,643 | |||
| Loss from operations | (35,643 | ) | ||
| Net loss | $ | (35,643 | ) | |
| Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted | 1 | |||
| Net loss per share attributable to the common stockholder, basic and diluted | $ | (35,643 | ) | |
See accompanying notes to the consolidated financial statements.
2
StablecoinX Inc. and Subsidiaries
Condensed Consolidated Statements of Stockholder’s Deficit
For the three-month period ending March 31, 2026 (unaudited)
| Class A | Class B | Additional | Total | |||||||||||||||||||||||||
| Common Stock | Common Stock | Paid-In | Accumulated | Stockholder’s | ||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | Deficit | ||||||||||||||||||||||
| Balance at December 31, 2025 | - | $ | - | 1 | $ | - | $ | - | $ | (48,563 | ) | $ | (48,563 | ) | ||||||||||||||
| Net loss | - | - | - | - | - | (35,643 | ) | (35,643 | ) | |||||||||||||||||||
| Balance at March 31, 2026 | - | $ | - | 1 | $ | - | $ | - | $ | (84,206 | ) | $ | (84,206 | ) | ||||||||||||||
See accompanying notes to the consolidated financial statements.
3
StablecoinX Inc. and Subsidiaries
Condensed Consolidated Statement of Cash Flows
For the three-month period ending March 31, 2026 (unaudited)
| March 31, | ||||
| 2026 | ||||
| Cash flows from operating activities: | ||||
| Net loss | $ | (35,643 | ) | |
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||
| Changes in operating assets and liabilities: | ||||
| Accrued expenses | 32,631 | |||
| Accrued expenses - related party (Note 7) | 3,012 | |||
| Net cash used in operating activities | - | |||
| Cash flows from investing activities: | ||||
| - | ||||
| Net cash used in investing activities | - | |||
| Cash flows from financing activities: | ||||
| - | ||||
| Net cash provided by financing activities | - | |||
| Net change in cash | - | |||
| Cash - beginning of period | - | |||
| Cash - end of period | $ | - | ||
See accompanying notes to the consolidated financial statements.
4
StablecoinX Inc. and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements
March 31, 2026
Note 1. Description of Business
StablecoinX Inc., the “Company” or “Pubco” (together with its two wholly-owned subsidiaries StableCoinX SPAC Merger Sub LLC (“SPAC Merger Sub”), and StableCoinX Company Merger Sub, Inc. (“Company Merger Sub”)) was incorporated on July 7, 2025 as a Delaware corporation. The Company has selected December 31 as its fiscal year end.
On July 21, 2025, as amended, the Company entered into a business combination agreement (the “Business Combination Agreement”) with TLGY Acquisition Corporation, a Cayman Island exempted company (“TLGY”), and StablecoinX Assets Inc. (“SC Assets”). Following the closing (the “Closing”) of the proposed business combination (the “Business Combination”) between the Company, SPAC Merger Sub, Company Merger Sub, StablecoinX Assets Inc. (“Opco”) and TLGY Acquisition Corp. (“TLGY”), TLGY and Opco will become wholly owned subsidiaries of Pubco and the ongoing business operations of the Company will be that of Opco. Opco is an infrastructure software and services company focused on supporting the Ethena ecosystem, including its digital dollar products, particularly USDe. Following the Closing, the Company intends to operate through three core business lines: Infrastructure Services, Infrastructure Software, and Distribution Services.
Infrastructure Services
SC Assets currently operates and, following the Closing, the Company intends to operate, two infrastructure services:
Validator Services — A full-stack validator node live since October 2025, with all underlying intellectual property owned by SC Assets through its perpetual non-exclusive royalty-free software license (“License Agreement”) with Schulz von Jacob Ltd. (“SVJ”), a company that is owned by the Chief Technology Officer of SC Assets.
Decentralized Verifier Node (DVN) Services — Live since November 2025, serving as a cross-chain verifier for the Ethena ecosystem across multiple chains. Subsequent to the quarter ended March 31, 2026, on April 14, 2026, SC Assets entered in a DVN Services Agreement with Ethena OpCo Ltd., a subsidiary of the Ethena Foundation, that sets forth a commercial agreement whereby Ethena Opco Ltd. will pay SC Assets a service fee equal to 1 basis point on briefed volume processed through SC Assets’ DVN.
Infrastructure Software and Distribution Services
Infrastructure Software – SC Assets is currently developing a comprehensive middleware API platform designed to enable businesses to integrate with Ethena’s USDe and related products. This platform is expected to provide the tools and technology to allow corporate enterprises, payment providers, small business, and financial institutions to integrate an issuer’s stablecoin across various use cases, whether for treasury operations, payments, or foreign exchange transfers.
Distribution Services – SC Assets’ Distribution Services business is intended to facilitate and capitalize on the broader adoption of Ethena’s digital dollar products, including USDe and USDtb (“Ethena Products”), by traditional financial institutions, asset managers, and investors.
5
StablecoinX Inc. and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements
March 31, 2026
Business Combination
On January 21, 2026 the Business Combination Agreement was amended to extend the Outside Date (as defined in the Business Combination Agreement) to April 21, 2026. On April 21, 2026, the Business Combination Agreement was again amended to extend the Outside Date to July 21, 2026.
Pursuant to the Business Combination Agreement, upon the consummation of the transactions contemplated thereby, SPAC Merger Sub will merge with and into TLGY , with TLGY continuing as the surviving company (the “SPAC Merger”), and immediately following the SPAC Merger, the Company’s second subsidiary, Company Merger Sub, will merge 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 which the holders of shares of SC Assets’ Class A common stock, par value $0.0001 per share, will receive one share of the Company’s Class A Common Stock for each share of the SC Assets’ Class A Common Stock and holders of the SC Assets’ Class B common stock, par value $0.0001 per share will receive one share of the Company’s Class A Common Stock and one share of the Company’s Class B common stock, par value $0.0001 per share, for each share of the SC Assets’ Class B Common stock.
As a result of the Mergers and the other transactions contemplated by the Business Combination Agreement (the “Transactions”), TLGY and SC Assets will become wholly-owned subsidiaries of Pubco and Pubco will become a publicly traded company.
The Company was founded by Young Cho, who is also the Chief Executive Officer and Director of TLGY and SC Assets.
Liquidity and Going Concern
The Company’s unaudited condensed consolidated financial statements have been prepared on a going concern basis, which assumes that the Company will be able to meet its obligations and continue its operations to support the closing of the pending Business Combination Agreement during the twelve months following the issuance of these unaudited condensed consolidated financial statements. These unaudited condensed consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern.
The Company’s ability to continue to meet its obligations, to achieve its business objectives and continue as a going concern is dependent upon several factors, primarily being the consummation of the planned SPAC transaction. If additional financing is required from outside sources, the Company may not be able to raise it on terms acceptable to the Company or at all. If the Company is unable to raise additional capital when desired, the Company’s business would be materially and adversely affected.
As a result of the above, in connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Codification (“ASC”)Subtopic – 205-40, “Presentation of Financial Statements – Going Concern,” management has determined that the Company’s liquidity condition raises substantial doubt about the Company’s ability to continue as a going concern through a year from the date these unaudited condensed consolidated financial statements are available to be issued.
6
StablecoinX Inc. and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements
March 31, 2026
Note 2. Summary of Significant Accounting Policies
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements, which include the financial statements of the Company and its wholly-owned subsidiaries, have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) and reflect all adjustments, including normal recurring adjustments and the elimination of all intercompany balances and transactions, which, in the opinion of management, are necessary to present fairly the financial position, results of operations, and cash flows for the periods presented in accordance with U.S. GAAP.
Use of Estimates
The preparation of the unaudited condensed consolidated financial statements in accordance with U.S. GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods presented. Actual results could differ from these estimates.
Income Taxes
The Company is subject to income taxes in the U.S. The Company uses the asset-and-liability method for income taxes. Under this method, deferred tax assets and liabilities are determined based on differences between the unaudited condensed consolidated financial statement carrying amounts and tax bases of assets and liabilities and operating loss and tax credit carryforwards and are measured using the enacted tax rates that are expected to be in effect when the differences reverse. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established on a jurisdiction-by-jurisdiction basis when necessary to reduce deferred tax assets to an amount that, in the opinion of management, is more likely than not to be realized.
Net Loss Per Share
Basic and diluted net loss per share attributable to the common stockholder is presented in conformity with the two-class method required for participating securities. The two-class method determines net income (loss) per share for each class of common and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. The two-class method requires income (loss) available to the common stockholder for the period to be allocated between common and participating securities based upon their respective rights to shares in undistributed earnings as if all income (loss) for the period had been distributed.
As of March 31, 2026 and December 31, 2025, the Company has no other participating securities other than the two classes of common stock.
Basic net loss per share is calculated by dividing the net loss attributable to the common stockholder by the weighted-average number of common stock outstanding during the period, without consideration of potentially dilutive securities. Diluted net loss per share is computed by dividing the net loss attributable to common the stockholder by the weighted-average number of common stock and potentially dilutive securities outstanding for the period.
As of March 31, 2026 and December 31, 2025, the Company has no securities that provided a potentially dilutive impact to the computation for the period presented.
7
StablecoinX Inc. and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements
March 31, 2026
Recently Adopted Accounting Pronouncements
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This ASU enhances the transparency and decision usefulness of income tax disclosures. The Company adopted the accounting standard as of January 1, 2026. The adoption did not have a material impact on its unaudited condensed consolidated financial statements.
In September 2025, the FASB issued ASU 2025-06, Targeted Improvements to the Accounting for Internal-Use Software. This ASU amends the existing standard to remove all references to prescriptive and sequential software development project stages. Under this guidance, eligible software development costs will begin capitalization when management has authorized and committed to funding the software project, and it is probable that the project will be completed and the software will be used to perform the function intended. This guidance was early adopted as of January 1, 2026. The adoption had no impact to the Company’s unaudited condensed consolidated financial statements.
Recently Issued Accounting Pronouncements Not Yet Adopted
Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed consolidated financial statements.
Note 3. Common Stock
At March 31, 2026 and December 31, 2025, there were 11,000,000 shares of common stock authorized, of which 10,000,000 were Class A common stock and 1,000,000 were Class B common stock. As of March 31, 2026 and December 31, 2025, there were zero and 1 share of Class A common stock and Class B common stock issued and outstanding, respectively. Holders of Class A common stock are not entitled to vote. Holders of Class B common stock are entitled to one vote per share held.
2026 Stock Inventive Plan
On March 17, 2026, The Company’s Board of Directors approved the Company’s 2026 Stock Inventive Plan (“Incentive Plan”) that will take effect upon the closing of the Business Combination. Once effective, the Incentive Plan provide the Company the option of providing equity and other incentive-based compensation opportunities to selected officers, employees, non-employee directors, and consultants of the Company and its subsidiaries. Upon consummation of the Business Combination, the Company will reserve seven and one-half percent (7.5%), as the total number of Company’s Class A Common shares, on a fully diluted basis, as available under the Plan. Additionally, under the Incentive Plan, the maximum number of shares subject to awards during any fiscal year to any non-employee director, when taken together with any cash fees paid to the respective non-employee director during the fiscal year in respect to service provide, shall not exceed $500,000 in value.
Note 4. Commitments and Contingencies
Legal Proceedings
From time to time, the Company may become involved in claims or other legal matters arising in the ordinary course of business. The Company records accruals for outstanding legal proceedings when it is probable a liability will be incurred, and the amount of loss can be reasonably estimated. The Company does not believe that there are any pending legal proceedings or other loss contingencies that will, either individually or in the aggregate, have a material adverse effect on the Company’s unaudited condensed consolidated financial statements.
8
StablecoinX Inc. and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements
March 31, 2026
Business Combination Agreement
The Business Combination Agreement contains certain termination rights, including, among others, that the Business Combination Agreement may be terminated as follows: (i) upon the mutual written consent of TLGY and SC Assets, (ii) by either TLGY or SC Assets if the closing has not occurred on or before six months from the date of the Business Combination Agreement, (iii) by written notice of either TLGY or SC Assets if a governmental authority shall have issued an order prohibiting the Transactions, (iv) by SC Assets in connection with an uncured breach of a representation, warranty, covenant or other agreement by TLGY, if the breach would result in the failure of the related condition to closing, (v) by SC Assets the Company if the TLGY board of directors publicly changes its recommendation with respect to the Business Combination Agreement and transactions and related shareholder approvals under certain circumstances detailed in the Business Combination Agreement, (vi) by TLGY in connection with an uncured breach of a representation, warranty, covenant or other agreement by the SC Assets or the Company, if the breach would result in the failure of the related condition to closing, or (vii) by either TLGY or SC Assets if the extraordinary general meeting is held and TLGY shareholder approval is not received. None of the parties to the Business Combination Agreement is required to pay a termination fee or reimburse any other party for its expenses as a result of a termination.
The Business Combination Agreement also contains obligations of the parties to use their reasonable best efforts to consummate the various transactions contemplated by the Business Combination Agreement and carrying out the private investment in public equity (“PIPE”) funding efforts in connection with the closing and PIPE subscription agreements (“PIPE Subscription Agreements”).
Other Arrangements entered into at the time of the Business Combination Agreement:
Contemporaneously with the execution of the Business Combination Agreement, the Company and other parties entered into the following agreements:
Collaboration Agreement
The Company, SC Assets, Ethena Foundation (“Ethena”) and Ethena OpCo Ltd (“the Ethena OpCo”) entered into a collaboration agreement (the “Collaboration Agreement”), pursuant to which Ethena agreed to provide the Company a right to participate in certain future offerings of Ethena’s native protocol governance token of Ethena (“ENA Token”) on terms no less favorable than other investors and to collaborate with the Company on an ongoing basis to support the operation of the Company’s infrastructure, staking and treasury activities of ENA Token and the Company’s public advocacy for the blockchain-based protocol and off-chain architecture and related systems for ENA Token (the “Ethena Protocol”) within the traditional finance ecosystem. Pursuant to the Collaboration Agreement, the Company agreed that its business would be to provide infrastructure, staking and other products and services to the Ethena Protocol and that it would not change such business, acquire digital assets other than ENA Token, or enter into a merger, acquisition, disposition or similar transaction that would have the effect of changing such business without the prior approval of the Investment Committee and a majority of the holders to the Company’s Class B Common Stock.
9
StablecoinX Inc. and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements
March 31, 2026
The Collaboration Agreement will terminate upon the earlier to occur of (i) the termination of the Business Combination Agreement pursuant to its terms or (ii) Ethena delivering written notice of non-renewal within 90 days of the end of the term.
In addition, all parties to the Collaboration Agreement agreed to various actions in connection with the transactions contemplated by the PIPE Subscription Agreements (as defined below), including, but not limited to (i) using the Net Cash PIPE Proceeds as defined below) to purchase locked ENA Tokens (the “Locked ENA Tokens”) from Ethena OpCo in accordance with the Token Purchase Agreement (discussed below), and Ethena OpCo agreed to deposit such Locked ENA Token into the Custodial Account (as defined below), (ii) Ethena agreed, in the event that the consummation of the Transactions does not occur, to unlock a portion of the Locked ENA Tokens held in the Custodial Account in an amount equal to (x) the Net Cash PIPE Proceeds divided by (y) the seven day time weighted average price of ENA Token on Binance and Bybit on the date of the PIPE Subscription Agreements (the “ENA Return Amount”), (iii) the parties agreed to release the Locked ENA Tokens to the Company in the event that the Business Combination closes and (iv) the parties agreed to provide joint instructions to the Custodian (as defined below) to effectuate each of the foregoing transactions.
On September 5, 2025, the Company, SC Assets, Ethena and Ethena OpCo entered into an amended and restated collaboration agreement (the “A&R Collaboration Agreement”), which amended and restated the collaboration agreement entered into in connection with the signing of the Business Combination Agreement, to, among other things, take into account the Additional PIPE Subscription Agreements, the Additional Token Purchase Agreement and the transactions contemplated thereby, as well as any future additional PIPEs that may occur prior to the Business Combination.
Contribution Agreement
TLGY, SC Assets, the Company, and Ethena also entered into a contribution agreement (the “Contribution Agreement”), pursuant to which Ethena agreed to contribute $60 million of ENA Tokens, valued at a 30% discount to the fair market value of such ENA Token on the date of the Contribution Agreement, to SC Assets prior to the pending Transactions (the “ENA Contribution”), in exchange for a number of shares of the SC Assets’ Class B Common Stock, equal to (A) the ENA Contribution amount, divided by (B)(x) $10.00, multiplied by (y) a fraction, the numerator of which is (1) the ENA Fair Market Value at Signing (as defined below) and the denominator of which is (2) the ENA Fair Market Value at closing (as defined below). Immediately following the closing of the Business Combination, Ethena will beneficially own a majority of the voting power of the outstanding shares of the Company.
The Contribution Agreement will terminate upon the earlier to occur of (i) the termination of the Business Combination Agreement pursuant to its terms, (ii) the mutual written consent of the parties thereto, (iii) July 21, 2026 or (iv) if any of the conditions to closing as forth therein are not satisfied or waived as of the closing date (as defined therein).
This agreement was amended and restated on September 5, 2025. See below.
PIPE Subscription Agreements
Certain investors (the “PIPE Investors”) have agreed to make a private investment in SC Assets by purchasing shares of the SC Assets’ Class A Common Stock prior to the Business Combination (the “PIPE Shares”) in the aggregate amount of approximately $363.0 million, of which approximately $101 million will be paid in ENA Tokens (including the $60.0 million ENA Contribution) and approximately $262.0 million will be paid in cash, USDC or USDT (collectively, “Cash”) pursuant to the terms of the PIPE and related PIPE Subscription Agreements.
10
StablecoinX Inc. and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements
March 31, 2026
On September 5, 2025, TLGY, the Company, SC Assets entered into an additional PIPE subscription agreements with certain investors, including Ethena OpCo and a related party who served as the founder of Ethena Labs, SA (the “Additional PIPE Investors”), pursuant to which such Additional PIPE Investors have agreed to purchase shares of the Company’s class A Common Stock prior to the Business Combination in the aggregate amount of approximately $530 million of which approximately $248 million will be paid in ENA Tokens and approximately $282 million will be paid in Cash (the “Additional PIPE Subscription Agreements”). To the extent the issuance of the PIPE Shares to an Additional PIPE Investor would cause such Additional PIPE Investor to own more than 9.90% of the total issued and outstanding shares of Pubco Class A Common Stock at the Closing (the “Beneficial Ownership Limitation”), then, the Additional PIPE Investor will receive a portion of their PIPE Shares in the form of the Company’s Class A Common Stock in an amount that would cause such Additional PIPE Investor to meet but not exceed the Beneficial Ownership Limitation, and a pre-funded warrant to purchase the remaining amount PIPE Shares (the “Pre-Funded Warrant”). The Pre-Funded Warrant is exercisable at any time after the original issuance date. The Additional PIPE Subscription Agreements are in substantially the same form as the Signing PIPE Subscription Agreements.
In accordance with the terms of the token purchase agreements dated July 31, 2025 and September 5, 2025 (defined below), promptly after the date of the PIPE Subscription Agreements and Additional Pipe Subscription Agreements, the net Cash proceeds from the PIPE, less up to $18.5 million of transaction expenses (the “Permitted Expense Amount” and such net amount, the “Net Cash PIPE Proceeds”), will be used to purchase the Locked ENA Tokens from Ethena OpCo, which will be deposited into a custodial account (the “Custodial Account”) established by StablecoinX for the benefit of the PIPE Investors who paid for their PIPE Shares in Cash (the “Cash PIPE Investors”). The Locked ENA Tokens and the Permitted Expense Amount will be held in the Custodial Account until the earlier of (i) the closing of the Business Combination and (ii) the termination of the Business Combination Agreement and/or the PIPE Subscription Agreements.
Following the Transactions, the Locked ENA Tokens and the Permitted Expense will be released from the Custodial Account and transferred to SC Assets and the Company. In the event that the Business Combination does not occur or the PIPE Subscription Agreement is terminated in accordance with their terms, Ethena will promptly unlock a portion of the Locked ENA Tokens held in the Custodial Account in an amount equal to the ENA Return Amount and the ENA Return Amount together with the Permitted Expense Amount (net of any fees and expenses related to the Custodial Account) will promptly be released on a pro rata basis, to the Cash PIPE Investors. To the extent any PIPE Investors who paid for their PIPE Shares with ENA Token had already delivered their ENA Token in accordance with the terms of the PIPE Subscription Agreement, such ENA Token would be promptly returned to such PIPE Investor.
Pursuant to the PIPE Subscription Agreements and Additional PIPE Subscription Agreements, TLGY and the Company have agreed to use commercially reasonable efforts to cause the shares of the Company’s Class A Common Stock into which the PIPE Shares will be converted upon consummation of the Company Merger to be registered in a registration statement.
11
StablecoinX Inc. and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements
March 31, 2026
The PIPE Subscription Agreements and Additional PIPE Subscription Agreements and certain of its provisions will terminate upon the earlier to occur of (i) the termination of the Business Combination Agreement pursuant to its terms, (ii) the mutual written consent of the parties thereto, (iii) July 21, 2026 or (iv) if any of the conditions to closing as forth therein are not satisfied or waived as of the closing date (as defined therein).
Token Purchase Agreement
To facilitate the PIPE Subscription Agreements, SC Assets, solely in its capacity as administrative agent for the Cash PIPE Investors (as defined below) (the “Administrative Agent”) and Ethena OpCo entered into a token purchase agreement (the “Token Purchase Agreement”), in which Ethena OpCo agreed to sell the Locked ENA Token to StablecoinX, solely in its capacity as Administrative Agent, valued at a 30% discount to the fair market value of the ENA Tokens at the signing of the Token Purchase Agreement. These Locked ENA Tokens will be deposited by Ethena OpCo into the Custodial Account. The Locked ENA Tokens may not be transferred for a period of 48 months after the date of the Token Purchase Agreement, subject to earlier unlock and release from such transfer restrictions as follows: (i) 25% of the Locked ENA Token will be unlocked on the 12 month anniversary of the closing and (ii) the remaining 75% of the Locked ENA Token will be unlocked in 36 equal monthly installments thereafter.
Contemporaneous with the execution of the Additional PIPE Subscription Agreements and to facilitate the transactions contemplated by such agreements, SC Assets, as Administrative Agent for the Additional PIPE Investors who paid the purchase price for their PIPE Shares in Cash (the “Additional Cash PIPE Investors”) and Ethena OpCo entered into a second token purchase agreement (the “Additional Token Purchase Agreement”), pursuant to which, among other things, Ethena OpCo agreed to sell locked ENA Tokens (the “Additional Locked ENA Tokens”) to SC Assets, solely in its capacity as Administrative Agent, valued at $0.29 per ENA token. These Additional Locked ENA Tokens will be deposited by Ethena OpCo into a separate custodial account established by the Administrative Agent with Anchorage Digital Bank N.A. for the benefit of the Additional Cash PIPE Investors. The Additional Locked ENA Tokens may not be transferred for a period of 48 months after the date of the Additional Token Purchase Agreement, subject to earlier unlock and release from such transfer restrictions as follows: (i) 25% of the Additional Locked ENA Tokens will be unlocked on the twelve (12) month anniversary of Completion (as defined in the Additional Token Purchase Agreement) and (ii) the remaining 75% of the Additional Locked ENA Tokens will be unlocked in 36 equal monthly installments thereafter. The Additional Token Purchase Agreement is in substantially the same form as the token purchase agreement that was entered into in connection with the Signing PIPE Subscription Agreements.
TLGY Sponsor Support Agreement
The Company, TLGY, SC Assets, the TLGY Founder Shareholders and the other parties thereto, entered into a Sponsor Support Agreement (the “Sponsor Support Agreement”), in which each TLGY Founder Shareholder agreed to exchange certain shares of the Company’s Class A Common Stock issued to them in respect of their Founder Shares (the “Exchanged Founder Shares”) for shares of the Company’s Class B Common Stock and the right to receive up to an aggregate of 3,000,000 newly issued shares of the Company’s Class A Common Stock (the “Earnout Shares”), and to exchange any SPAC Private Placement Warrants held by such shareholder for the right to receive up to 600,000 Earnout Shares, in each case, upon the achievement of certain performance and Class A price thresholds after the closing.
12
StablecoinX Inc. and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements
March 31, 2026
On September 5, 2025, the Company, SC Assets TLGY, and certain holders of TLGY’s securities, entered into an amended and restated sponsor support agreement (the “Amended and Restated Sponsor Support Agreement”), which amended and restated the sponsor support agreement entered into in connection with the signing of the Business Combination Agreement, to, in light of the increased size of the PIPE, remove the earnout share mechanism and make it so that the aggregate number of Retained Shares (as defined in the Amended and Restated Sponsor Support Agreement) to be received by the holders of Founder Shares (as defined therein) and Private Placement Warrants (as defined therein) would be equal to 3% of the issued and outstanding shares of Pubco Class A Common Stock at Closing and an equal number of shares of Pubco Class B stock, to be issued to the SPAC Founder Shareholders and Private Placement Warrants.
The Amended and Restated Sponsor Support Agreement and certain of its provisions will terminate and be of no further force or effect upon the earlier to occur of (i) the termination of the Business Combination Agreement pursuant to its terms and (ii) the mutual written consent of the parties thereto.
Other Services:
On March 25, 2026 the Company entered into an agreement for capital marketing services which included investor relations, media relations, and other. The Company paid a one-time project fee of $7,107 upon execution of the contract. Subject to the closing of the pending Business Combination, the Company will incur (i) a quarterly fee of $60,000 to be paid on the first day of each quarter, with the first quarterly payment adjusted on a pro-rata basis from the date of the Business Combination, (2) a payment of three percent (3%) of the quarterly fee as a service fee for access to market intelligence platforms, and (3) reimburse the third party expenses incurred. Starting April 1, 2026, the Company is charged a fee of $7.500 per month until the consummation of the Business Combination. The agreement expires February 28, 2027 and shall automatically renew for successive quarterly basis unless either party terminates the agreement by the dates defined in the agreement.
Note 5. Net Loss Per Share Attributable to the Common Stockholder
The following table sets forth the computation of basic and dilutive net loss per share attributable to the common stockholder for the three-month period ending March 31, 2026:
| March 31, | ||||
| 2026 | ||||
| Numerator: | ||||
| Net loss | $ | (35,643 | ) | |
| Denominator: | ||||
| Weighted-average number of shares outstanding used to compute net loss per share attributable to the common stockholder, basic and diluted | 1 | |||
| Net loss per share attributable to the common stockholder, basic and diluted | $ | (35,643 | ) | |
During the three-month period ending March 31, 2026, there were no potentially dilutive securities excluded from the calculation of diluted net loss per share attributable to the common stockholder.
13
StablecoinX Inc. and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements
March 31, 2026
Note 6. Segment Information
ASC Topic 280, Segment Reporting, establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise that engage in business activities from which it may recognize revenues and incur expenses, and for which separate financial information is available that is regularly evaluated by the CODM, or group, in deciding how to allocate resources and assess performance.
The CODM has been identified as the Chief Executive Officer, who reviews the assets, operating results, and financial metrics for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that there is only one reportable segment.
The CODM assesses performance for the single segment and decides how to allocate resources based on net income or loss that also is reported on the unaudited condensed consolidated statement of operations as net income or loss. The measure of segment assets is reported on the balance sheet as total assets. When evaluating the Company’s performance and making key decisions regarding resource allocation, the CODM reviews operating expenses, which were $35,643, included in net loss for the three-month period ending March 31, 2026.
Operating expenses are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a business combination or similar transaction within the business combination period. The CODM also reviews operating expenses to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget. Operating expenses, as reported on the consolidated statement of operations, are the significant segment expenses provided to the CODM on a regular basis.
| March 31, | ||||
| 2026 | ||||
| Operating expenses | $ | 35,643 | ||
Note 7. Related Party Transactions and Balances
As of March 31, 2026, accrued expenses include $20,800 and $11,875 due to TLGY and SC Assets, respectively, for services incurred by the Company paid for by the noted entity. As of December 31, 2025, accrued expenses include approximately $20,800 and $8,900 due to TLGY and SC Assets, respectively, for services incurred by the Company paid for by the noted entity.
Note 8. Subsequent Events
The Company has evaluated subsequent events through May 29,2026, the date on which these unaudited condensed consolidated financial statements were available to be issued and has determined that there are no reportable event other than those disclosed elsewhere in the unaudited condensed consolidated financial statements.
14
Exhibit 99.4
StablecoinX Assets Inc.
Condensed Balance Sheets
(unaudited)
| March 31, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Assets: | ||||||||
| Current assets: | ||||||||
| Cash | $ | 2,782 | $ | 18,708 | ||||
| Digital assets - restricted | 70,121 | 97,912 | ||||||
| Prepaid insurance | 60,065 | 105,065 | ||||||
| Prepaid expenses and other current assets | 10,000 | 10,000 | ||||||
| Related party receivables (Note 7) | 11,875 | 8,863 | ||||||
| Total current assets | 154,843 | 240,548 | ||||||
| Intangible assets, net | 477,125 | 452,250 | ||||||
| Total assets | $ | 631,968 | $ | 692,798 | ||||
| Liabilities and stockholders’ equity: | ||||||||
| Current liabilities: | ||||||||
| Demand notes - related party (Note 7) | $ | 69,455 | $ | 97,912 | ||||
| Accounts payable | 100,133 | 4,386 | ||||||
| Accrued expenses | 300,608 | 21,000 | ||||||
| Total current liabilities | 470,196 | 123,298 | ||||||
| Total liabilities | 470,196 | 123,298 | ||||||
| Commitments and contingencies (Note 6) | ||||||||
| Stockholders’ equity: | ||||||||
| Class A common stock - $0.0001 par value; 50,000,000 shares authorized, zero shares issued or outstanding | - | - | ||||||
| Class B common stock - $0.0001 par value; 10,000,000 shares authorized, 700,000 shares issued and outstanding | 70 | 70 | ||||||
| Additional paid-in capital | 802,430 | 802,430 | ||||||
| Accumulated deficit | (640,728 | ) | (233,000 | ) | ||||
| Total stockholders’ equity | 161,772 | 569,500 | ||||||
| Total liabilities and stockholders’ equity | $ | 631,968 | $ | 692,798 | ||||
See accompanying notes to the financial statements.
StablecoinX Assets Inc.
Condensed Statements of Operations
For the three months ended March 31, 2026 (unaudited)
| Three Months Ended | ||||
| March 31, | ||||
| 2026 | ||||
| Revenue: | ||||
| Validator services | $ | 666 | ||
| Operating expenses: | ||||
| Selling, general and administrative | 269,362 | |||
| Research and development | 113,907 | |||
| Amortization expense | 25,125 | |||
| Change in fair value of digital assets - restricted | 28,457 | |||
| Change in fair value of related party demand notes (Note 7) | (28,457 | ) | ||
| Total operating expenses | 408,394 | |||
| Loss from operations | (407,728 | ) | ||
| Loss before income taxes | (407,728 | ) | ||
| Provision for income taxes | - | |||
| Net loss | $ | (407,728 | ) | |
| Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted | 700,000 | |||
| Net loss per share attributable to common stockholders, basic and diluted | $ | (0.58 | ) | |
See accompanying notes to the financial statements.
2
StablecoinX Assets Inc.
Condensed Statements of Stockholders’ Equity
For the three months ended March 31, 2026 (unaudited)
| Class A Common Stock | Class B Common Stock | Additional Paid-In | Accumulated | Total Stockholders’ | ||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | Equity | ||||||||||||||||||||||
| Balance at December 31, 2025 | - | $ | - | 700,000 | $ | 70 | $ | 802,430 | $ | (233,000 | ) | $ | 569,500 | |||||||||||||||
| Net loss | - | - | - | - | - | (407,728 | ) | (407,728 | ) | |||||||||||||||||||
| Balance at March 31, 2026 (unaudited) | - | $ | - | 700,000 | $ | 70 | $ | 802,430 | $ | (640,728 | ) | $ | 161,772 | |||||||||||||||
See accompanying notes to the financial statements.
3
StablecoinX Assets Inc.
Condensed Statement of Cash Flows
For the three month period ended March 31, 2026 (unaudited)
| Three Months Ended | ||||
| March 31, | ||||
| 2026 | ||||
| Cash flows from operating activities: | ||||
| Net loss | $ | (407,728 | ) | |
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||
| Amortization expense | 25,125 | |||
| Change in fair value of digital assets - restricted | 28,457 | |||
| Change in fair value of related party demand notes (Note 7) | (28,457 | ) | ||
| Staking revenue from digital assets | (666 | ) | ||
| Changes in operating assets and liabilities: | ||||
| Prepaid insurance | 45,000 | |||
| Related party receivables (Note 7) | (3,012 | ) | ||
| Accounts payable | 95,747 | |||
| Accrued expenses | 279,608 | |||
| Net cash used in operating activities | 34,074 | |||
| Cash flows from investing activities: | ||||
| Capitalized software costs | (50,000 | ) | ||
| Net cash used in investing activities | (50,000 | ) | ||
| Net change in cash | (15,926 | ) | ||
| Cash - beginning of period | 18,708 | |||
| Cash - end of period | $ | 2,782 | ||
See accompanying notes to the financial statements.
4
StablecoinX Assets Inc.
Notes to Unaudited Condensed Financial Statements
Note 1. Description of Business
StablecoinX Assets Inc., doing business as StablecoinX, (“StablecoinX” or “the Company”) was incorporated on June 30, 2025 as a Delaware corporation The Company has selected December 31 as its fiscal year end.
StablecoinX is an infrastructure software and services company focused on supporting the Ethena ecosystem, including its digital dollar products, particularly USDe. The Company intends to operate through three core business lines: Infrastructure Services, Infrastructure Software, and Distribution Services.
Infrastructure Services:
The Company currently operates two infrastructure services:
Validator Services — A full-stack validator node live since October 2025 (see Note 7), with all underlying intellectual property owned by the Company through its perpetual non-exclusive royalty-free software license (“License Agreement”) with Schulz von Jacob Ltd. (“SVJ”).
Decentralized Verifier Node (DVN) Services — Live since November 2025, serving as a cross-chain verifier for the Ethena ecosystem across multiple chains. Subsequent to the quarter ended March 31, 2026, on April 14, 2026, the Company entered in a DVN Services Agreement with Ethena OpCo Ltd., a subsidiary of the Ethena Foundation, that sets forth a commercial agreement whereby Ethena Opco Ltd. will pay StablecoinX a service fee equal to 1 basis point on volume processed through our DVN (See Note 10).
Infrastructure Software:
The Company is currently developing the Stablecoin Harness, a comprehensive middleware API platform designed to enable businesses to integrate Ethena’s USDe and related products. The Stablecoin Harness is expected to provide the tools and technology to allow corporate enterprises, payment providers, small business, and financial institutions to integrate an issuer’s stablecoin across various use cases, whether for treasury operations, payments, or foreign exchange transfers.
Distribution Services:
The Distribution Services business is a planned service offering that is intended to facilitate and capitalize on the broader adoption of Ethena’s digital dollar products, including USDe and USDtb (“Ethena Products”), by traditional financial institutions, asset managers, and investors.
Business Combination
On July 21, 2025, the Company entered into a business combination agreement (the “Business Combination Agreement”) with TLGY Acquisition Corporation Corp, a Cayman Island exempted company (“TLGY”), StablecoinX Inc. (“Pubco”), StablecoinX SPAC Merger Sub LLC, a wholly-owned subsidiary of Pubco (“SPAC Merger Sub”), and StablecoinX Company Merger Sub, Inc., a wholly-owned subsidiary of Pubco (“Company Merger Sub”). On January 21, 2026 the Business Combination Agreement was amended to extend the Outside Date (as defined in the Business Combination Agreement) to April 21, 2026. On April 21, 2026, the Business Combination Agreement was again amended to extend the Outside Date to July 21, 2026.
5
StablecoinX Assets Inc.
Notes to Unaudited Condensed Financial Statements
Pursuant to the Business Combination Agreement, upon the consummation of the transactions contemplated thereby, SPAC Merger Sub will merge with and into TLGY, with TLGY continuing as the surviving company (the “SPAC Merger”), and immediately following the SPAC Merger, Company Merger Sub will merge with and into the Company, with the Company continuing as the surviving company (the “Company Merger”, and together with the SPAC Merger, the “Mergers”), as a result of which the holders of shares of the Company’s Class A common stock, par value $0.0001 per share, will receive one share of Pubco Class A Common Stock for each share of the Company’s Class A Common Stock and holders of the Company’s Class B common stock, par value $0.0001 per share will receive one share of Pubco Class A Common Stock and one share of Pubco Class B common stock, par value $0.0001 per share, for each share of the Company’s Class B Common stock.
As a result of the Mergers and the other transactions contemplated by the Business Combination Agreement (the “Transactions” or “Business Combination”), TLGY and the Company will become wholly owned subsidiaries of Pubco and Pubco will become a publicly traded company.
The Company was founded by Young Cho, who is also the Chief Executive Officer and Director of TLGY, and Edward Chen, the managing member of the current sponsors of TLGY (collectively, “the Founders”) (see Notes 6 and 7).
Liquidity and Going Concern
The Company’s unaudited condensed financial statements have been prepared on a going concern basis, which assumes that it will be able to meet its obligations and continue its operations to support the closing of the pending Business Combination Agreement during the twelve months following the issuance of these unaudited condensed financial statements. These unaudited condensed financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern.
The Company’s ability to continue to meet its obligations, to achieve its business objectives and continue as a going concern is dependent upon several factors, primarily being the consummation of the planned SPAC transaction. If additional financing is required from outside sources, the Company may not be able to raise it on terms acceptable to the Company or at all. If the Company is unable to raise additional capital when desired, the Company’s business would be materially and adversely affected.
As a result of the above, in connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Codification (“ASC”) Subtopic 205-40, “Presentation of Financial Statements – Going Concern”, management has determined that the Company’s liquidity condition raises substantial doubt about the Company’s ability to continue as a going concern through a year from the date these unaudited condensed financial statements are available to be issued.
Note 2. Summary of Significant Accounting Policies
Basis of Presentation
The accompanying unaudited condensed financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) and reflect all adjustments, including normal recurring adjustments, which, in the opinion of management, are necessary to present fairly the financial position, results of operations, and cash flows for the periods presented in accordance with U.S. GAAP.
6
StablecoinX Assets Inc.
Notes to Unaudited Condensed Financial Statements
Use of Estimates
The preparation of the unaudited condensed financial statements in accordance with U.S. GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of revenues and expenses during the reporting periods presented. Actual results could differ from these estimates.
Digital Assets and Adoption of ASU 2023-08
The Company early adopted FASB ASU 2023-08, Intangibles - Goodwill and Other - Crypto Assets (Subtopic 350-60): Accounting for and Disclosure of Crypto Assets (“ASU 2023-08”), which requires entities to measure certain crypto assets at fair value with changes recognized in the statement of operations for each reporting period and others that do not fall under the scope of ASC 2023-08 as intangible assets. The Company’s ETH Tokens, which have not been determined to be stablecoins or derivatives, are within the scope of ASU 2023-08 and recognized at fair value and determined using Level 1 inputs under the Accounting Standards Codification (“ASC”) 820, Fair Value Measurement, hierarchy as these prices were based on observable quoted prices in the market for identical assets. Changes in the fair value of crypto assets under ASU 2023-08 are recognized in the statement of operations for each reporting period. See Notes 3 and 7.
Realized gain (loss) on the disposition of all of the Company’s crypto assets is calculated on a first-in-first out (“FIFO”) basis. Gains or losses from the sale of digital assets are calculated as the difference between the disposal price and the cost basis and are recognized in other expenses (income).
Fair Value Measurements
The Company determines fair value measurements used in its financial statements based upon the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value hierarchy distinguishes between (i) market participant assumptions developed based on market data obtained from independent sources (observable inputs), and (ii) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). ASC 820, Fair Value Measurements, requires fair value measurements be classified and disclosed in one of the following pricing categories:
| Level 1: | This level consists of unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity can access at the measurement date. |
| Level 2: | This level consists of observable inputs other than the quoted prices included within Level 1, such as quoted prices for similar assets or liabilities in markets that are not active or for which all significant inputs are observable or can be corroborated by observable market data, either directly or indirectly, for substantially the full term of the asset or liability. |
| Level 3: | This level consists of unobservable inputs for the asset or liability to the extent that observable inputs are not available, thereby allowing for situations in which there is little or no market data for the asset or liability at the measurement date. This requires the reporting entity to develop its own assumptions that market participants would use in pricing the asset or liability. |
The carrying amounts of prepaid expenses and other current assets, accounts payable and accrued expenses approximate their fair values due to their short-term maturities.
7
StablecoinX Assets Inc.
Notes to Unaudited Condensed Financial Statements
Capitalized Software Costs
The Company capitalizes certain costs incurred in connection with developing software for internal use when management has committed to the software project and it is probable the software will be completed and perform its intended use in accordance with ASC 350-40. Internal-use software is software developed or modified solely to meet the Company’s internal needs, with no substantive plan to sell, lease, or license the software to external parties. Capitalizable costs primarily include consultants directly involved in writing and testing code. Costs related to research and development activities prior to meeting capitalization criteria, costs related to training, maintenance, product management, and other non-development activities are expensed as incurred. As of March 31, 2026 and December 31, 2025, the Company has capitalized $50,000 and $0, respectively, of software development costs, which are included in intangible assets, net in the unaudited condensed balance sheet. No amortization expense was recognized during the three-month period ended March 31, 2026 related to the capitalized software as development is ongoing and has not yet reached its intended use.
Intangible Assets, Net
The Company’s finite-lived intangible asset, the perpetual royalty-free software license from SVJ, was contributed to the Company during the period from June 30, 2025 (Inception) through December 31, 2025,is carried at cost, and is amortized on a straight-line basis over the estimated remaining economic life of five years. The straight-line method of amortization represents the Company’s best estimate of the distribution of the economic value of the identifiable intangible assets. The factors that were considered in determining the useful lives of identifiable intangible asset included the extent to which expected future cash flows would be affected by the Company’s intent and ability to retain use of this asset. During the three months ended March 31, 2026, the Company recorded $25,125 of amortization expense related to the intangible asset.
Intangible assets, net, consisted of the following as of March 31, 2026:
| Gross carrying amount | Accumulated amortization | Net book value | Weighted average remaining useful life (in years) | |||||||||||||
| Software license | $ | 502,500 | $ | (75,375 | ) | $ | 427,125 | 4.25 | ||||||||
| Capitalized software | 50,000 | - | 50,000 | |||||||||||||
| Total intangible assets | $ | 552,500 | $ | (75,375 | ) | $ | 477,125 | |||||||||
Intangible assets, net, consisted of the following as of December 31, 2025:
| Gross carrying amount | Accumulated amortization | Net book value | Weighted average remaining useful life (in years) | |||||||||||||
| Software license | $ | 502,500 | $ | (50,250 | ) | $ | 452,250 | 4.5 | ||||||||
8
StablecoinX Assets Inc.
Notes to Unaudited Condensed Financial Statements
Impairment of Long-Lived Assets
Whenever events or changes in circumstances indicate that the carrying amount of long-lived assets may not be recoverable, the Company estimates the expected undiscounted future cash flows from the use of those assets and their eventual disposition (without any allocated debt financing charges). The Company conducts an intangible impairment analysis at least annually and more frequently if changes in facts and circumstances indicate that the fair value of the intangible asset may be less than its carrying amount. If the sum of the expected undiscounted future cash flows is less than the carrying amount of those assets, the Company recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. For the three months ended March 31, 2026, the Company did not recognize any impairment expense related to its long-lived asset.
Demand Notes
The Company accounts for its 2025 related party demand notes denominated in ETH Tokens at fair value at each period end pursuant to ASC 825, Financial Instruments wherein changes in the fair value are recorded as unrealized change in fair value of demand notes in the statement of operations. See Note 7.
Revenue
The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers, using the five-step model. During the period from inception to December 31, 2025, the Company commenced staking activities of ETH on its proprietary validation infrastructure. The Company concluded that where it controls the validation infrastructure, it is a principal in the provision of staking services to the blockchain and will recognize revenue on a gross basis. Staking revenue is earned at a point in time when confirmation is received from the network indicating that the validation is complete and the Company obtains control of the awards.
The Company does not have contract assets or liabilities, as revenue is recognized when cryptocurrency rewards are received without extended payment terms. Cryptocurrency rewards are measured at fair value using market prices on the date they are received. Costs related to staking, hosting fees and electricity, as applicable, are recorded as incurred under cost of revenue in the statement of operations.
For period three-month period ended March 31, 2026, the Company recognized $666 of staking revenue and .68 in related incremental ETH Token awards (see Note 3).
Cost of Revenue
Costs of revenue represents costs directly related to the Company’s services and include costs associated with the Company’s validator nodes and excludes depreciation expense. The costs of revenue for the three-month period ended March 31, 2026 was immaterial.
Income Taxes
The Company is subject to income taxes in the U.S. The Company uses the asset-and-liability method for income taxes. Under this method, deferred tax assets and liabilities are determined based on differences between the financial statement carrying amounts and tax bases of assets and liabilities and operating loss and tax credit carryforwards and are measured using the enacted tax rates that are expected to be in effect when the differences reverse. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established on a jurisdiction-by-jurisdiction basis when necessary to reduce deferred tax assets to an amount that, in the opinion of management, is more likely than not to be realized.
9
StablecoinX Assets Inc.
Notes to Unaudited Condensed Financial Statements
Net Loss Per Share
Basic and diluted net loss per share attributable to common stockholders is presented in conformity with the two-class method required for participating securities. The two-class method determines net income (loss) per share for each class of common and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. The two-class method requires income (loss) available to common stockholders for the period to be allocated between common and participating securities based upon their respective rights to shares in undistributed earnings as if all income (loss) for the period had been distributed.
As of March 31, 2026 and December 31, 2025, the Company has no other participating securities other than the two classes of common stock.
Basic net loss per share is calculated by dividing the net loss attributable to common stockholders by the weighted-average number of common stock outstanding during the period, without consideration of potentially dilutive securities. Diluted net loss per share is computed by dividing the net loss attributable to common stockholders by the weighted-average number of common stock and potentially dilutive securities outstanding for the period.
As of March 31, 2026 and December 31, 2025, the Company has no securities that provided a potentially dilutive impact to the computation for the period presented.
Recently Adopted Accounting Pronouncements
The Company adopted ASU 2023-08 as of its June 30, 2025 inception date. See Notes 3 and 4.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This ASU enhances the transparency and decision usefulness of income tax disclosures. The Company adopted the standard as of January 1, 2026. The adoption did not have a material impact on its unaudited condensed financial statements.
In September 2025, the FASB issued ASU 2025-06, Targeted Improvements to the Accounting for Internal-Use Software. This ASU amends the existing standard to remove all references to prescriptive and sequential software development project stages. Under this guidance, eligible software development costs will begin capitalization when management has authorized and committed to funding the software project, and it is probable that the project will be completed and the software will be used to perform the function intended. The Company early adopted this standard as of January 1, 2026. The adoption of the standard did not have a material impact on the unaudited condensed financial statements.
Recently Issued Accounting Pronouncements Not Yet Adopted
Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements.
10
StablecoinX Assets Inc.
Notes to Unaudited Condensed Financial Statements
Note 3. Digital Assets
Digital assets consisted of the following as of March 31, 2026:
| As of March 31, 2026 | ||||||||||||
| Quantity | Cost basis | Fair value | ||||||||||
| Ethereum - ETH Tokens | 33.68 | $ | 148,715 | $ | 70,121 | |||||||
| Total digital assets - restricted | 33.68 | $ | 148,715 | $ | 70,121 | |||||||
The following table presents a roll-forward of total digital assets for the three month period ending March 31, 2026:
| Balance at December 31, 2025 | $ | 97,912 | ||
| Digital assets earned in the period | 666 | |||
| Unrealized loss on digital assets | (28,457 | ) | ||
| Balance at March 31, 2026 | $ | 70,121 |
For the three month period ended March 31, 2026, the unrealized loss on the ETH Tokens was offset by the change in the fair value of the demand notes requiring repayment of the donated tokens. See Note 7.
Digital assets consisted of the following as of December 31, 2025:
| As of December 31, 2025 | ||||||||||||
| Quantity | Cost basis | Fair value | ||||||||||
| Ethereum - ETH Tokens | 33 | $ | 146,596 | $ | 97,912 | |||||||
| Total digital assets - restricted | 33 | $ | 146,596 | $ | 97,912 | |||||||
The ETH Tokens are held with restriction but can be released within three days of notice of repayment by either the Company or the related parties.
Note 4. Fair Value Measurements
The table below presents the Company’s financial assets and liabilities measured at fair value on a recurring basis aggregated by the level in the fair hierarchy:
| As of March 31, 2026 | ||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| Assets: | ||||||||||||||||
| Digital assets | $ | 70,121 | $ | - | $ | - | $ | 70,121 | ||||||||
| Total assets, measured at fair value | $ | 70,121 | $ | - | $ | - | $ | 70,121 | ||||||||
| Liabilities: | ||||||||||||||||
| Demand notes - related party | $ | 69,455 | $ | - | $ | - | $ | 69,455 | ||||||||
| Total liabilities, measured at fair value | $ | 69,455 | $ | - | $ | - | $ | 69,455 | ||||||||
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StablecoinX Assets Inc.
Notes to Unaudited Condensed Financial Statements
| As of December 31, 2025 | ||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| Assets: | ||||||||||||||||
| Digital assets | $ | 97,912 | $ | - | $ | - | $ | 97,912 | ||||||||
| Total assets, measured at fair value | $ | 97,912 | $ | - | $ | - | $ | 97,912 | ||||||||
| Liabilities: | ||||||||||||||||
| Demand notes - related party | $ | 97,912 | $ | - | $ | - | $ | 97,912 | ||||||||
| Total liabilities, measured at fair value | $ | 97,912 | $ | - | $ | - | $ | 97,912 | ||||||||
Level 1 instruments consisted of digital assets and related party demand notes (See Notes 3 and 7) which are valued using quoted priced in active markets for the underlying tokens at the reporting date, with the changes recognized in other income (expense), net in the statement of operations.
There were no transfers between Levels 1, 2 and 3 during the three months ended March 31, 2026.
Note 5. Common Stock
At March 31, 2026 and December 31, 2025, there were 60,000,000 shares of common stock authorized, of which 50,000,000 was Class A common stock and 10,000,000 was Class B common stock. As of March 31, 2026 and December 31, 2025, there were zero and 700,000 shares of Class A common stock and Class B common stock issued and outstanding, respectively. Holders of Class A common stock are not entitled to vote. Holders of Class B common stock are entitled to one vote per share held.
Note 6. Commitments and Contingencies
Legal Fees
The Company has a legal arrangement requiring a $25,000 retainer fee and additional fees of $75,000 and the issuance of 2,500 shares of the Company’s Class B common stock contingent upon the successful execution of the Business Combination (see Note 1).
Legal Proceedings
From time to time, the Company may become involved in claims or other legal matters arising in the ordinary course of business. The Company records accruals for outstanding legal proceedings when it is probable a liability will be incurred, and the amount of loss can be reasonably estimated. The Company does not believe that there are any pending legal proceedings or other loss contingencies that will, either individually or in the aggregate, have a material adverse effect on the Company’s unaudited condensed financial statements.
Service Contracts
In August 2025, the Company executed a contract for outsourced information technology management, support and development services. The contract term is the earlier of the (i) termination of the Business Combination or (ii) three (3) years from the Business Combination close date. Upon expiration, the agreement shall automatically renew for successive one (1) year periods unless cancelled by either party. The contract includes a provision for free services until the consummation of the Business Combination. Thereafter fees for services performed are fifteen (15) thousand per month.
12
StablecoinX Assets Inc.
Notes to Unaudited Condensed Financial Statements
In August 2025, the Company executed a contract for capital market advisory services and to act as a placement agent in connection with a related private placement of equity in connection with the proposed Business Combination. The contract term is the earlier of (i) the date of the Business Combination is terminated, (ii) the closing of the Business Combination, and (iii) with thirty (30) days written notice (collectively the “Term”).
The contract includes provisions for free services until the consummation of the Business Combination. If the Business Combination closes during the Term, the Company (or the surviving company upon the closing of the Business Combination) shall pay an advisor fee equal to $1.5 million in unlocked Ethena governance token (“ENA Token”), valued at a 5% discount to the ENA 7-Day Time Weighted Average Price (“TWAP”) as defined in the Collaboration Agreement, dated as of July 21, 2025, between Ethena Foundation (“Ethena”), Ethena OpCo Ltd (“the Ethena OpCo”), Pubco, and the Company) as of the signing of the first subscription agreement in connection with the Business Combination (the “Business Combination Fee”), immediately following the closing of the Business Combination. Additionally, an advisor fee equal to 4.5% of the gross proceeds received by the Company in the Business Combination from those investors in the Business Combination who were introduced to Company, TLGY or their respective affiliates by the advisor except for those investors specifically excluded per the terms of the agreement (the “Excluded Investors”), payable by Company (the “Offering Fee” and, together with the Business Combination Fee, the “Transaction Fee”) is required. The Offering Fee shall be paid at the closing of the Transactions and the Business Combination Fee shall be paid promptly following the closing of the Business Combination. The advisor does not receive any fee from any proceeds received from the PIPE subscription agreements signed on July 21, 2025, with the Company, TLGY and the other parties provided the advisor is entitled to a fee in connection with any additional proceeds to the extent any such PIPE Subscription Agreements are amended to increase the aggregate purchase amount. No Transaction Fee shall be paid in the event that the Transactions do not close. Termination of the agreement does not impact the advisors right to payment of the Transaction Fee if the closing of the applicable Business Combination occurs within twelve(12) months following the termination of the agreement. As of March 31, 2026, the value of the Business Combination Fee in ENA Tokens and the Offering Fee payable in cash are $214,239 and $3,179,250, respectively. Given the contingent nature of the payment, the amounts have not been recognized in the unaudited condensed financial statements.
On February 5th, 2026, the Company and TLGY entered into a consulting agreement for selective advisory services specific to the Business Combination and the Company’s business plan. The terms of the agreement include a cash payment by TLGY and the Company granting restricted stock units (“RSUs”) for the Company’s Class B common stock, subject to a vesting upon termination of a date six months from the date of the Closing of the Merger, providing the individual remained in continuous service to the Company. Additionally, the contract included an option for additional cash consolidation and additional RSU awards should the Company elect to continue the advisory services past February 28, 2026. On March 1, 2026, the agreement was amended to eliminate the RSU component of the agreement entirely, replacing the RSU grant with a cash payment $28,130 payable upon the consummation of the Business Combination. The Company did not otherwise extend the consulting services. Given the contingent nature of the initial and subsequent award, no expense has been recognized within the Company’s condensed financial statements as of and for the three months ended March 31, 2026.
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StablecoinX Assets Inc.
Notes to Unaudited Condensed Financial Statements
Business Combination Agreement
The Business Combination Agreement contains certain termination rights, including, among others, that the Business Combination Agreement may be terminated as follows: (i) upon the mutual written consent of TLGY and the Company, (ii) by either TLGY or the Company if the Closing has not occurred on or before six months from the date of the Business Combination Agreement, (iii) by written notice of either TLGY or the Company if a governmental authority shall have issued an order prohibiting the Transactions, (iv) by the Company in connection with an uncured breach of a representation, warranty, covenant or other agreement by TLGY, if the breach would result in the failure of the related condition to closing, (v) by the Company if the TLGY board of directors publicly changes its recommendation with respect to the Business Combination Agreement and transactions and related shareholder approvals under certain circumstances detailed in the Business Combination Agreement, (vi) by TLGY in connection with an uncured breach of a representation, warranty, covenant or other agreement by the Company, Pubco, SPAC Merger Sub or Company Merger Sub, if the breach would result in the failure of the related condition to Closing, or (vii) by either TLGY or the Company if the extraordinary general meeting is held and TLGY shareholder approval is not received. None of the parties to the Business Combination Agreement is required to pay a termination fee or reimburse any other party for its expenses as a result of a termination.
The Business Combination Agreement also contains obligations of the parties to use their reasonable best efforts to consummate the various transactions contemplated by the Business Combination Agreement and carrying out the private investment in public equity (“PIPE”) funding efforts in connection with the closing and PIPE subscription agreements (“PIPE Subscription Agreements”).
Other Arrangements entered into at the time of the Business Combination Agreement:
Contemporaneously with the execution of the Business Combination Agreement, the Company and other parties entered into the following agreements:
Collaboration Agreement
Pubco, the Company, Ethena and Ethena OpCo entered into a collaboration agreement (the “Collaboration Agreement”), pursuant to which Ethena agreed to provide Pubco a right to participate in certain future offerings of Ethena’s native protocol governance token, ENA Token, on terms no less favorable than other investors and to collaborate with Pubco on an ongoing basis to support the operation of Pubco’s infrastructure, staking and treasury activities of ENA Token and Pubco’s public advocacy for the blockchain-based protocol and off-chain architecture and related systems for ENA Token (the “Ethena Protocol”) within the traditional finance ecosystem. Pursuant to the Collaboration Agreement, Pubco agreed that its business would be to provide infrastructure, staking and other products and services to the Ethena Protocol and that it would not change such business, acquire digital assets other than ENA Token, or enter into a merger, acquisition, disposition or similar transaction that would have the effect of changing such business without the prior approval of the Investment Committee and a majority of the holders to Pubco Class B Common Stock.
The Collaboration Agreement will terminate upon the earlier to occur of (i) the termination of the Business Combination Agreement pursuant to its terms or (ii) Ethena delivering written notice of non-renewal within 90 days of the end of the term.
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StablecoinX Assets Inc.
Notes to Unaudited Condensed Financial Statements
In addition, all parties to the Collaboration Agreement agreed to various actions in connection with the transactions contemplated by the PIPE Subscription Agreements (as defined below), including, but not limited to (i) using the Net Cash PIPE Proceeds as defined below) to purchase locked ENA Tokens (the “Locked ENA Tokens”) from Ethena OpCo in accordance with the Token Purchase Agreement (discussed below), and Ethena OpCo agreed to deposit such Locked ENA Token into the Custodial Account (as defined below), (ii) Ethena agreed, in the event that the consummation of the Transactions does not occur, to unlock a portion of the Locked ENA Tokens held in the Custodial Account in an amount equal to (x) the Net Cash PIPE Proceeds divided by (y) the seven day time weighted average price of ENA Token on Binance and Bybit on the date of the PIPE Subscription Agreements (the “ENA Return Amount”), (iii) the parties agreed to release the Locked ENA Tokens to Pubco in the event that the Business Combination closes and (iv) the parties agreed to provide joint instructions to the Custodian (as defined below) to effectuate each of the foregoing transactions.
On September 5, 2025, Pubco, the Company, Ethena and Ethena OpCo entered into an amended and restated collaboration agreement (the “A&R Collaboration Agreement”), which amended and restated the collaboration agreement entered into in connection with the signing of the Business Combination Agreement, to, among other things, take into account the Additional PIPE Subscription Agreements, the September 5, 2025 Token Purchase Agreement and the transactions contemplated thereby, as well as any future additional PIPEs that may occur prior to the Business Combination.
Contribution Agreement
TLGY, the Company, Pubco and Ethena also entered into a contribution agreement (the “Contribution Agreement”), pursuant to which Ethena agreed to contribute $60 million of ENA Tokens, valued at a 30% discount to the fair market value of such ENA Token on the date of the Contribution Agreement, to the Company prior to the pending Transactions (the “ENA Contribution”), in exchange for a number of shares of the Company’s Class B Common Stock, equal to (A) the ENA Contribution amount, divided by (B)(x) $10.00, multiplied by (y) a fraction, the numerator of which is (1) the ENA Fair Market Value at Signing (as defined below) and the denominator of which is (2) the ENA Fair Market Value at Closing (as defined below). Immediately following the closing of the Business Combination, Ethena will beneficially own a majority of the voting power of the outstanding shares of Pubco.
The Contribution Agreement will terminate upon the earlier to occur of (i) the termination of the Business Combination Agreement pursuant to its terms, (ii) the mutual written consent of the parties thereto, (iii) July 21, 2026 or (iv) if any of the conditions to closing as forth therein are not satisfied or waived as of the Closing Date (as defined therein).
PIPE Subscription Agreements
Certain investors (the “PIPE Investors”) have agreed to make a private investment in the Company by purchasing shares of the Company’s Class A Common Stock prior to the Business Combination (the “PIPE Shares”) in the aggregate amount of approximately $363.0 million, of which approximately $101 million will be paid in ENA Tokens (including the $60.0 million ENA Contribution) and approximately $262.0 million will be paid in cash, USDC or USDT (collectively, “Cash”) pursuant to the terms of the PIPE and related PIPE Subscription Agreements.
15
StablecoinX Assets Inc.
Notes to Unaudited Condensed Financial Statements
On September 5, 2025, TLGY, the Company and Pubco entered into additional PIPE subscription agreements with certain investors, including Ethena OpCo and a related party who served as the founder of Ethena Labs, SA (the “Additional PIPE Investors”), pursuant to which such Additional PIPE Investors have agreed to purchase shares of the Company’s class A Common Stock prior to the Business Combination in the aggregate amount of approximately $530 million of which approximately $248 million will be paid in ENA Tokens and approximately $282 million will be paid in Cash (the “Additional PIPE Subscription Agreements”). To the extent the issuance of the PIPE Shares to an Additional PIPE Investor would cause such Additional PIPE Investor to own more than 9.90% of the total issued and outstanding shares of Pubco Class A Common Stock at the Closing (the “Beneficial Ownership Limitation”), then, the Additional PIPE Investor will receive a portion of their PIPE Shares in the form of the Company’s Class A Common Stock in an amount that would cause such Additional PIPE Investor to meet but not exceed the Beneficial Ownership Limitation, and a pre-funded warrant to purchase the remaining amount PIPE Shares (the “Pre-Funded Warrant”). The Pre-Funded Warrant is exercisable at any time after the original issuance date. The Additional PIPE Subscription Agreements are in substantially the same form as the Signing PIPE Subscription Agreements.
In accordance with the terms of the token purchase agreements dated July 21, 2025 and September 5, 2025 (defined below), promptly after the date of the PIPE Subscription Agreements and Additional PIPE Subscription Agreements, the net cash proceeds from the PIPE transactions, less up to $18.5 million of transaction expenses (the “Permitted Expense Amount” and such net amount, the “Net Cash PIPE Proceeds”), will be used to purchase the Locked ENA Tokens from Ethena OpCo, which will be deposited into a custodial account (the “Custodial Account”) established by the Company for the benefit of the PIPE Investors who paid for their PIPE Shares in Cash (the “Cash PIPE Investors”). The Locked ENA Tokens and the Permitted Expense Amount will be held in the Custodial Account until the earlier of (i) the closing of the Business Combination and (ii) the termination of the Business Combination Agreement and/or the PIPE Subscription Agreements.
Following the Transactions, the Locked ENA Tokens and the Permitted Expense will be released from the Custodial Account and transferred to the Company and Pubco. In the event that the Business Combination does not occur or the PIPE Subscription Agreement is terminated in accordance with their terms, Ethena will promptly unlock a portion of the Locked ENA Tokens held in the Custodial Account in an amount equal to the ENA Return Amount and the ENA Return Amount together with the Permitted Expense Amount (net of any fees and expenses related to the Custodial Account) will promptly be released on a pro rata basis, to the Cash PIPE Investors. To the extent any PIPE Investors who paid for their PIPE Shares with ENA Token had already delivered their ENA Token in accordance with the terms of the PIPE Subscription Agreement, such ENA Token would be promptly returned to such PIPE Investor.
Pursuant to the PIPE Subscription Agreements and Additional PIPE Subscription Agreements, TLGY and Pubco have agreed to use commercially reasonable efforts to cause the shares of Pubco Class A Common Stock into which the PIPE Shares will be converted upon consummation of the Company Merger to be registered in a registration statement.
The PIPE Subscription Agreements and Additional PIPE Subscription Agreements and certain of its provisions will terminate upon the earlier to occur of (i) the termination of the Business Combination Agreement pursuant to its terms, (ii) the mutual written consent of the parties thereto, (iii) July 21, 2026 for the PIPE Subscription Agreements and September 5, 2026 for the Additional PIPE Subscription Agreements or (iv) if any of the conditions to closing as forth therein are not satisfied or waived as of the Closing Date (as defined therein).
16
StablecoinX Assets Inc.
Notes to Unaudited Condensed Financial Statements
Token Purchase Agreement
To facilitate the PIPE Subscription Agreements, the Company, solely in its capacity as administrative agent for the Cash PIPE Investors (as defined below) (the “Administrative Agent”) and Ethena OpCo entered into a token purchase agreement (the “Token Purchase Agreement”), in which Ethena OpCo agreed to sell the Locked ENA Token to the Company, solely in its capacity as Administrative Agent, valued at a 30% discount to the fair market value of the ENA Tokens at the signing of the Token Purchase Agreement, which Locked ENA Tokens will be deposited by Ethena OpCo into the Custodial Account. The Locked ENA Token may not be transferred for a period of 48 months after the date of the Token Purchase Agreement, subject to earlier unlock and release from such transfer restrictions as follows: (i) 25% of the Locked ENA Token will be unlocked on the 12 month anniversary of the Closing and (ii) the remaining 75% of the Locked ENA Token will be unlocked in 36 equal monthly installments thereafter.
Contemporaneously with the execution of the Additional PIPE Subscription Agreements and to facilitate the transactions contemplated by such agreements, the Company, in its capacity as Administrative Agent for the Additional PIPE Investors who paid the purchase price for their PIPE Shares in Cash (the “Additional Cash PIPE Investors”), and Ethena OpCo entered into a new token purchase agreement dated September 5, 2025 (the “Additional Token Purchase Agreement”), pursuant to which, among other things, Ethena OpCo agreed to sell locked ENA Token (the “Additional Locked ENA Tokens”) to the Company, solely in its capacity as Administrative Agent, valued at $0.29 per ENA token. Such Additional Locked ENA Token will be deposited by Ethena OpCo into a separate custodial account established by the Administrative Agent with Anchorage Digital Bank N.A. for the benefit of the Additional Cash PIPE Investors. The Additional Locked ENA Token may not be transferred for a period of 48 months after the date of the Additional Token Purchase Agreement, subject to earlier unlock and release from such transfer restrictions as follows: (i) 25% of the Additional Locked ENA Token will be unlocked on the twelve (12) month anniversary of Completion (as defined in the Additional Token Purchase Agreement) and (ii) the remaining 75% of the Additional Locked ENA Token will be unlocked in 36 equal monthly installments thereafter. The Additional Token Purchase Agreement is in substantially the same form as the token purchase agreement that was entered into in connection with the Signing PIPE Subscription Agreements.
TLGY Sponsor Support Agreement
Pubco, TLGY, the Company , the TLGY Founder Shareholders and the other parties thereto, entered into a Sponsor Support Agreement (the “Sponsor Support Agreement”), in which each TLGY Founder Shareholder agreed to exchange certain shares of Pubco Class A Common Stock issued to them in respect of their Founder Shares (the “Exchanged Founder Shares”) for shares of Pubco Class B Common Stock and the right to receive up to an aggregate of 3,000,000 newly issued shares of Pubco Class A Common Stock (the “Earnout Shares”), and to exchange any SPAC Private Placement Warrants held by such shareholder for the right to receive up to 600,000 Earnout Shares, in each case, upon the achievement of certain performance and ENA Token price thresholds after the Closing.
On September 5, 2025, Pubco, TLGY, the Company and certain holders of TLGY’s securities, entered into an amended and restated sponsor support agreement (the “Amended and Restated Sponsor Support Agreement”), which amended and restated the original sponsor support agreement to, in light of the increased size of the PIPE, remove the earnout share mechanism and make it so that the aggregate number of Retained Shares (as defined in the Amended and Restated Sponsor Support Agreement) to be received by the holders of Founder Shares (as defined therein) and Private Placement Warrants (as defined therein) would be equal to 3% of the issued and outstanding shares of Pubco Class A Common Stock at Closing, and an equal number of shares of Pubco Class B stock, to be issued to the SPAC Founder Shareholders and Private Placement Warrants.
17
StablecoinX Assets Inc.
Notes to Unaudited Condensed Financial Statements
The Amended and Restated Sponsor Support Agreement and certain of its provisions will terminate and be of no further force or effect upon the earlier to occur of (i) the termination of the Business Combination Agreement pursuant to its terms and (ii) the mutual written consent of the parties thereto.
Note 7. Related Party Transactions and Balances
Since Inception, the Company received certain free outsourced information technology management, support and development services from a related party. The contract includes a provision for free services until the consummation of the Business Combination. See Note 6.
As of March 31, 2026, the prepaid and other asset balance includes a receivable approximating $11,875 due from Pubco for the Company’s payment of Pubco services. As of December 31, 2025, the prepaid and other asset balance includes a receivable of approximately $8,900 due from Pubco for the Company’s payment of third-party services on behalf of Pubco.
In October 2025, the Company received a loan of thirty-three (33) Ethereum – ETH Tokens (“ETH Tokens”), a decentralized digital currency operating on the Ethereum blockchain protocol (See Notes 2 and 7). The Company staked the ETH Tokens on its validator platform (see Note 1). The Company issued short-term demand promissory notes (the “2025 Promissory Notes”) to one of the Founders and an original investor in conjunction with the loan of 33 ETH Tokens to the Company (See Note 3). The cost basis of the Promissory Notes as of the date the ETH Tokens were loaned was $146,596. The outstanding Promissory Notes are denominated in ETH Tokens are non-noninterest bearing and payable on demand by the return of the ETH Tokens within three days of notice of repayment by either the Company or the related parties. The Promissory Notes can be repaid at any time. Repayment shall be made by on-chain transfer to a public ETH wallet address designated in writing by the related parties. All repayments shall be applied first to payment in full of any costs incurred in the collection of any sum due under the Promissory Notes, including reasonable attorney’s fees, then to the payment in full of any late charges and finally to the reduction of the unpaid principal balance. The 2025 Promissory Notes were adjusted to their fair value during the three month period ended March 31, 2026 (see Note 3) from $97,912 at December 31, 2025 to $69,455 at March 31, 2026 with the change of $28,457 recognized in the statement of operations.
In May 2026, the Company issued additional Promissory Notes to the Company’s investors in exchange for cash funding. See Note 10.
18
StablecoinX Assets Inc.
Notes to Unaudited Condensed Financial Statements
Note 8. Net Loss Per Share Attributable to Common Stockholders
The following table sets forth the computation of basic and dilutive net loss per share attributable to common stockholders for the three months ended March 31, 2026:
| Three Months Ended | ||||
| March 31, | ||||
| 2026 | ||||
| Numerator: | ||||
| Net loss | $ | (407,728 | ) | |
| Denominator: | ||||
| Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, basic and diluted | 700,000 | |||
| Net loss per share attributable to common stockholders, basic and diluted | $ | (0.58 | ) | |
During the three months ended March 31, 2026 there were no potentially dilutive securities excluded from the calculation of diluted net loss per share attributable to common stockholders.
Note 9. Segment Information
ASC Topic 280, Segment Reporting, establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise that engage in business activities from which it may recognize revenues and incur expenses, and for which separate financial information is available that is regularly evaluated by the CODM, or group, in deciding how to allocate resources and assess performance.
The CODM has been identified as the Chief Executive Officer, who reviews the assets, operating results, and financial metrics for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, as of March 31, 2026, given the Company’s current operational status, management has determined that there is only one reportable segment, inclusive of infrastructure services and infrastructure software activity
The CODM assesses performance for the single segment and decides how to allocate resources based on net income or loss that also is reported on the statement of operations as net income or loss. The measure of segment assets is reported on the balance sheet as total assets. When evaluating the Company’s performance and making key decisions regarding resource allocation, the CODM reviews the below key metric included in net income or loss for the three months ended March 31, 2026:
| Operating expenses | $ | 408,394 |
Operating expenses are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a business combination or similar transaction within the business combination period. The CODM also reviews operating expenses to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget. Operating expenses, as reported on the statement of operations, are the significant segment expenses provided to the CODM on a regular basis.
19
StablecoinX Assets Inc.
Notes to Unaudited Condensed Financial Statements
Note 10. Subsequent Events
The Company has evaluated subsequent events through May 29, 2026, the date on which these unaudited condensed financial statements were available to be issued and has determined that the following subsequent events are reportable other than those disclosed elsewhere in the unaudited condensed consolidated financial statements and below.
On April 12, 2026, the Company entered into a DVN service agreement for a one year term with Ethena Opco. The agreement is part of the Company’s boarder strategic alignment between the Company and the Ethena ecosystem, to provide DVN services on an ongoing basis. The Services shall include, without limitation: (a) the continuous operation of DVN infrastructure on all Supported Networks (defined as blockchain networks on which the StablecoinX DVN is deployed and operational, initially comprising Arbitrum and Optimism); (b) the cryptographic verification of the authenticity and finality of cross-chain messages transmitted through the LayerZero Protocol; (c) the monitoring of DVN performance and security in accordance with the Service Level Requirements; and (d) such additional verification and infrastructure services as the Parties may agree to in writing from time to time. During its term, the Agreement shall represent the sole and exclusive agreement under which Ethena compensates or otherwise incentivizes a third-party DVN operator to process cross-chain transactions within the Ethena Ecosystem through the LayerZero Protocol. During the agreement term, the Company shall, at all times, maintain a minimum staked balance of ENA tokens (“Minimum Staking Requirement”) as security for the faithful performance of its DVN obligations. Beginning April 15, 2026, the Company will receive a service fee equal to one (1) basis point (0.01%) of all processed volume, as defined, each month and will be paid in ENA Tokens.
On May 18, 2026, the Company issued short-term demand promissory notes (the “2026 Promissory Notes”) aggregating $15,000 to the three stockholders in exchange for a cash infusion. The outstanding 2026 Promissory Notes are non-noninterest bearing and payable on demand with 3 days of the note holder’s request. On May 19, 2026, the Company issued two additional short-term demand promissory notes aggregating $24,000 to two of the three stockholders in exchange for additional funding.
On May 22, 2026, the Company entered into an agreement with Ethena Opco wherein the Company was appointed as a non-exclusive distribution partner to facilitate broader adoption of Ethena Products by institutional investors. Under this agreement, Ethena OpCo will pay the Company a monthly fee initially equal to five basis points (0.05%) of the gross dollar equivalent of Ethena Products acquired through the Company’s distribution activities during the applicable calendar month. The fee rate may be adjusted by mutual written agreement of the parties to any rate within a range of one to ten basis points.
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Exhibit 99.5
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
Unless the context requires otherwise, references to “StablecoinX,” “we,” “us,” “our” and “the Company” in this section are to the business and operations of StablecoinX Assets Inc. prior to the Business Combination and to StablecoinX, Inc. following the Business Combination.
Introduction
The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X, as amended by the Final Rule, Release No. 33-10786, “Amendments to the Financial Disclosures about Acquired and Disposed Businesses.” The unaudited pro forma condensed combined financial information presents the pro forma effects of the Business Combination and the material transactions that have occurred, or are probable of occurring, subsequent to the latest balance sheet date that are material to investors. The Business Combination and the related transactions, as further described elsewhere in the unaudited pro forma financial information, were completed on June 25, 2026 (the “Closing”).
The unaudited pro forma combined balance sheet of StablecoinX as of March 31, 2026 combines the historical unaudited balance sheet of TLGY and historical audited balance sheet of SC Assets as if the transactions had been consummated on March 31, 2026. The unaudited pro forma statement of operations of StablecoinX for the year ended December 31, 2025 and for the three months ended March 31, 2026 combines the historical unaudited statement of operations of TLGY for the year ended December 31, 2025 and for the three months ended March 31, 2026 with the condensed unaudited statements of operations of SC Assets from inception (June 30, 2025) through December 31, 2025 and for the three months ended March 31, 2026 with the condensed consolidated unaudited statements of operations of StablecoinX from inception (July 7, 2025) through December 31, 2025 and for the three months ended March 31, 2026 as if the transactions had been completed on January 1, 2025.
The unaudited pro forma combined balance sheet as of March 31, 2026 and the unaudited pro forma combined statement of operations for the 3 months ended March 31, 2026 should be read in conjunction with, the following:
| ● | unaudited financial statements of TLGY for the three months ended March 31, 2026 and the related notes, included elsewhere in this proxy statement/prospectus; and |
| ● | unaudited condensed financial statements of SC Assets as of March 31, 2026 and the related notes, included elsewhere in this proxy statement/prospectus. |
| ● | unaudited condensed consolidated financial statements of StablecoinX as of March 31, 2026 and the related notes, included elsewhere in this proxy statement/prospectus. |
The unaudited pro forma combined statement of operations for the year ended December 31, 2025 should be read in conjunction with, the following:
| ● | audited financial statements of TLGY for the year ended December 31, 2025 and the related notes, included elsewhere in this proxy statement/prospectus; and |
| ● | audited condensed financial statements of SC Assets as of December 31, 2025 and the related notes, included elsewhere in this proxy statement/prospectus. |
| ● | audited condensed consolidated financial statements of StablecoinX as of December 31, 2025 and the related notes, included elsewhere in this proxy statement/prospectus. |
The unaudited pro forma combined financial information has been prepared to illustrate the effect of the Business Combination and other material transactions and has been prepared for informational purposes only. The transactions will be accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, TLGY will be treated as the “acquired” company for financial reporting purposes. Accordingly, the transactions will be treated as the equivalent of SC Assets issuing stock for the net assets of TLGY, accompanied by a recapitalization. The net assets of TLGY will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the transactions will be those of SC Assets. See “— Anticipated Accounting Treatment” below.
Description of the Business Combination
On July 21, 2025, TLGY entered into the Business Combination Agreement with SC Assets, StablecoinX, SPAC Merger Sub, and Company Merger Sub (collectively, the “Parties”), pursuant to which on June 25, 2026, (a) TLGY merged with and into SPAC Merger Sub, with SPAC Merger Sub continuing as the surviving company, and (b) immediately following the SPAC Merger, Company Merger Sub merged with and into SC Assets, with SC Assets continuing as the surviving company. As a result of the Mergers and the other transactions contemplated by the Business Combination Agreement, TLGY and SC Assets became wholly-owned subsidiaries of StablecoinX and StablecoinX became a publicly traded company. The equity exchange and financing related matters associated with the Business Combination are summarized as follows:
| i. | On July 21, 2025, TLGY, Ethena Foundation (“Ethena”), SC Assets, and StablecoinX entered into a Contribution Agreement whereby, conditioned on, and immediately prior to the Company Merger, Ethena agreed to contribute $60,000,000 (the “ENA Contribution Amount”) (valued according to the terms of the PIPE Subscription Agreements) of native protocol governance tokens of the Ethena Protocol (the “ENA Tokens”) in exchange for shares of SC Assets Class B Common Stock. The number of ENA Tokens to be contributed is established at 284,954,407.29 and is calculated as the ENA Contribution Amount divided by $0.21056, which is the volume-weighted average of all ENA/USDT spot trades executed on Binance and Bybit during the thirty (30) consecutive calendar days (the “30-Day VWAP of ENA Tokens”) ending two (2) days prior to the date of signing the Contribution Agreement (or $0.3008) multiplied by 1 minus 30%. The number of shares of SC Assets Class B Common Stock issued to Ethena at the Closing pursuant to the Contribution Agreement was calculated as follows: (A) the ENA Contribution Amount divided by (B) (x) $10.00 multiplied by (y) a fraction, the numerator of which is (i) the 30-Day VWAP of ENA Tokens ending two (2) days prior to the date of signing the Contribution Agreement (or $0.3008), and the denominator of which is (ii) the 30-Day VWAP of ENA Tokens ending two (2) days prior to the Closing Date (or $0.0909). |
| ii. | On July 21, 2025, SC Assets, TLGY, StablecoinX and certain investors (the “Initial PIPE Investors”) entered into PIPE Subscription Agreements (as they may be further amended, modified, supplemented or otherwise modified from time to time in accordance with their terms the “Initial PIPE Subscription Agreements”) whereby the Initial PIPE Investors agreed to contribute (i) an aggregate of $261,886,135 consisting of (x) $100,902,801 in cash and (y) $160,983,334 U.S. Dollar denominated stable coins (“USDC” or “USDT”, respectively) (collectively, “Cash” and the aggregate PIPE proceeds paid in Cash, the “Initial Cash PIPE Proceeds.” The terms “Cash” and “Initial Cash PIPE Proceeds”, as used herein, are intended to conform to the language in the Initial PIPE Subscription Agreements in Annex G-1 and not to imply that USDC and/or USDT are either cash or cash equivalents under GAAP. The Initial Cash PIPE Proceeds was deposited promptly following the signing of the Initial PIPE Subscription Agreements into a Custodial Account established for the benefit of the Initial PIPE Investors, and (ii) an additional $41,207,260 (valued according to the terms of the PIPE Subscription Agreements) in ENA Tokens into an account designated by SC Assets no later than two business days prior to the Closing (the “Initial In-Kind PIPE Proceeds” and, together with the Initial Cash PIPE Proceeds, the “Initial PIPE Gross Proceeds”), in each case, in exchange for shares of SC Assets Class A Common Stock issued immediately prior to the Company Merger. Upon deposit of the Initial Cash PIPE Proceeds into the Custodial Account and in accordance with the terms of the Initial Token Purchase Agreement, SC Assets, acting as administrative agent for the Initial PIPE Investors, used the Initial Cash PIPE Proceeds (less approximately $2.5 million of permitted transaction expenses, or $259,386,135, such amount, the “Initial Locked ENA Purchase Amount”) to purchase 1,231,887,037.76 Locked ENA Tokens from Ethena Opco, which Locked ENA Token were valued at a 30% discount to the 30-Day VWAP of ENA Tokens ending two (2) days prior to the date of signing the Initial PIPE Subscription Agreement (or $0.3008). The purchases of Locked ENA Tokens under the Initial Token Purchase Agreement were completed by the end of July 2025. No USDC or USDT is held by the Company as of March 31, 2026 and therefore no USDC or USDT is included in the pro forma financial statements. The Initial In-Kind PIPE Proceeds represents an additional 173,867,398.08 ENA Tokens delivered to SC Assets prior to the Closing by the Initial PIPE Investors, which ENA Tokens will have transfer restrictions ranging from 0 to 36-months. The aggregate number of ENA Tokens to be delivered is calculated as the Initial In-Kind PIPE Proceeds divided by the token value, which is calculated based on a 5%, 15%, 20%, or 30% discount to the 30-Day VWAP of ENA Tokens ending two (2) days prior to the date of signing of the Initial PIPE Subscription Agreement (or $0.3008) for ENA Tokens contributed that are subject to lock-ups of 0 months, up to 12 months, 13-24 months, or 25 to 36 months, respectively. The aggregate number of shares of SC Assets Class A Common Stock issued to the Initial PIPE Investors at the closing of the PIPE was calculated as follows: (A) the Initial PIPE Gross Proceeds divided by (B) (x) $10.00, multiplied by (y) a fraction, the numerator of which is (1) the 30-Day VWAP of ENA Token ending two (2) days prior to the date of signing the Initial PIPE Subscription Agreement (or $0.3008) and the denominator of which is (2) the 30-Day VWAP of ENA Token ending two (2) days prior to the Closing Date (or $0.0909). |
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| iii. | In connection with the execution of the Initial PIPE Subscription Agreements, on July 21, 2025, SC Assets and Ethena OpCo entered into the Initial Token Purchase Agreement, whereby Ethena OpCo agreed to sell, and SC Assets, acting as administrative agent for the Initial PIPE Investors, agreed to purchase on behalf of the Initial Cash PIPE Investors, the Locked ENA Token in an amount equal to the Initial Locked ENA Purchase Amount. The Locked ENA Tokens purchased under this agreement are subject to a 48-month contractual lock-up period, with 25% unlocking on the 12-month anniversary of the Initial Token Purchase Date and the remaining 75% unlocking in 36 equal monthly installments. Pursuant to the terms of the Initial PIPE Subscription Agreement, Ethena OpCo deposited the Locked ENA Tokens into a Custodial Account and such Locked ENA Token were held in such account for the benefit of the Initial Cash PIPE Investors until Closing. |
| iv. | On September 5, 2025, SC Assets, TLGY, StablecoinX and certain investors (“Additional PIPE Investors”) entered into additional PIPE Subscription Agreements (as they may be further amended, modified, supplemented or otherwise modified from time to time in accordance with their terms, the “Additional PIPE Subscription Agreements”) whereby the Additional PIPE Investors agreed to contribute (i) an aggregate of $281,159,130 consisting of (x) $91,312,824 in cash and (y) $189,846,306 in U.S. Dollar denominated stable coins (“USDC” or “USDT”, respectively) (collectively, “Cash” and the aggregate PIPE proceeds paid in Cash, the “Additional Cash PIPE Proceeds.” The terms “Cash” and “Additional Cash PIPE Proceeds”, as used herein, are intended to conform to the language in the Additional PIPE Subscription Agreements and not to imply that USDC and/or USDT are either cash or cash equivalents under GAAP. The Additional Cash PIPE Proceeds was deposited into a separate Custodial Account established for the benefit of the Additional Cash PIPE investors and (ii) an additional $248,252,322 (valued according to the terms of the Additional PIPE Subscription Agreements) in ENA Tokens into an account designated by SC Assets two days prior to the Closing (the “Additional In-Kind PIPE Proceeds” and, together with the Additional Cash PIPE Proceeds, the “Additional PIPE Gross Proceeds”), in each case, in exchange for shares of SC Assets Class A Common Stock issued immediately prior to the Company Merger. Upon deposit of the Additional Cash PIPE Proceeds into a separate Custodial Account and in accordance with the terms of the Additional Token Purchase Agreement, SC Assets, acting as administrative agent for the Additional Cash PIPE Proceeds, used the Additional Cash PIPE Proceeds (less approximately $16.0 million of permitted transaction expenses, or $265,159,130, such amount “Additional Locked ENA Purchase Amount”) to purchase 914,341,825.83 Locked ENA Tokens from Ethena OpCo, which Locked ENA Token were valued at $0.29 per token. The purchases of Locked ENA Tokens under the Additional Token Purchase Agreement were completed by the end of September 2025. No USDC or USDT is held by the Company as of March 31, 2026 and therefore no USDC or USDT is included in the pro forma financial statements. The Additional In-Kind PIPE Proceeds represents an additional 426,353,751.78 ENA Tokens delivered to SC Assets prior to the Closing by the Additional PIPE Investors with no restrictions on transfer. The aggregate number of ENA Tokens delivered is calculated as the Additional In-Kind PIPE Proceeds divided by $0.630135 (or $0.29 for one Additional PIPE Investor). The aggregate number of shares of SC Assets Class A Common Stock issued to the Additional PIPE Investors at the closing of the PIPE was calculated as follows: (A) the Additional PIPE Gross Proceeds divided by (B) (x) $10.00, multiplied by (y) a fraction, the numerator of which is (1) $0.414286 and the denominator of which is (2) the 30-Day VWAP of ENA Token ending two (2) days prior to the Closing Date (or $0.0909). |
| v. | In connection with the execution of the Additional PIPE Subscription Agreements, on September 5, 2025, SC Assets and Ethena OpCo entered into the Additional Token Purchase Agreement, whereby Ethena OpCo agreed to sell, and SC Assets, acting as administrative agent for the Additional Cash PIPE Investors, agreed to purchase on behalf of the Additional PIPE Investors, the Locked ENA Token in an amount equal to the Additional Locked ENA Purchase Amount. The Locked ENA Tokens purchased under this agreement are subject to a 48-month contractual lock-up period, with 25% unlocking on the 12-month anniversary of the Additional Token Purchase Date and the remaining 75% unlocking in 36 equal monthly installments. Pursuant to the terms of the Additional Subscription Agreement, Ethena OpCo deposited the Locked ENA Tokens into a separate Custodial Account and such Locked ENA Token were held in such account for the benefit of the Additional Cash PIPE Investors until Closing. |
3
| vi. | Immediately prior to the effective time of the SPAC Merger, TLGY Units were separated into its component parts and then cancelled, as a result of which each holder thereof received one TLGY Class A Ordinary Share and one-half of one Public Warrant, for each TLGY Unit. |
| vii. | Immediately prior to the effective time of the SPAC Merger and in accordance with the terms of the TLGY Organizational Documents, each issued and outstanding TLGY Class B Ordinary Share was converted automatically into one TLGY Class A Ordinary Share, following which, all such TLGY Class B Ordinary Shares ceased to be outstanding and were automatically canceled and ceased to exist. |
| viii. | At the effective time of the SPAC Merger, each issued and outstanding TLGY Class A Ordinary Share (excluding TLGY Class A Ordinary Shares held by Public Shareholders exercising their redemption rights or exercising their dissenting rights) was exchanged, on a one-for-one basis, for one share of StablecoinX Class A Common Stock, following which, all such TLGY Class A Ordinary Shares ceased to be outstanding and automatically canceled and ceased to exist. |
| ix. | At the effective time of the SPAC Merger, each then issued and outstanding whole TLGY Public Warrant (including those resulting from the Unit Separation) automatically became one (1) StablecoinX Public Warrant, and each Private Placement Warrant became one (1) warrant to purchase StablecoinX Class A Common Stock, in each case, in accordance with its terms. |
| x. | On July 21, 2025, StablecoinX, TLGY, SC Assets and the TLGY Insiders entered into the Sponsor Support Agreement, which was subsequently amended and restated on September 5, 2025, whereby, conditioned on Closing, the TLGY Insiders agreed, immediately following the SPAC Merger, to exchange an aggregate of (i) 5,449,700 Founder Shares and (ii) 11,259,500 Private Placement Warrants, held by them, for a number of shares of StablecoinX Class A Common Stock and StablecoinX Class B Common Stock equal to 3% of the total number of outstanding shares of StablecoinX Class A Common Stock following the Company Merger (together, the “Retained Shares”). |
| xi. | Immediately after the SPAC Merger, the Sponsors Securities Exchange took place in accordance with the terms of the Sponsor Support Agreement. |
| xii. | At the Closing, StablecoinX was entitled to: (1) the ENA Tokens contributed by the Ethena, (2) the ENA Tokens held in the Custodial Accounts and contributed by the PIPE Investors, (3) any cash remaining in the Custodial Accounts after payment of transaction and custodial fees, and (4) the amount of cash available in the Trust Account, after completing the Redemptions. |
| xiii. | At the effective time of the Company Merger, following the receipt of funding and ENA Tokens from the aforementioned PIPE Subscription Agreements and the Ethena Contribution Agreement each, issued and outstanding share of SC Assets Class B Common Stock was converted automatically into one share of StablecoinX Class A Common Stock and one share of StablecoinX Class B Common Stock, following which, all such SC Assets Class B Common Stock ceased to be outstanding and automatically canceled and ceased to exist. |
4
Anticipated Accounting Treatment
This unaudited pro forma condensed combined financial information should be read together with the historical financial statements and related notes of SC Assets and TLGY, and other financial information included elsewhere in this proxy statement/prospectus.
SC Assets has been determined to be the accounting acquirer of TLGY based on the following facts and circumstances:
| ● | SC Assets is the larger entity in terms of assets, inclusive of the ENA Contribution and the PIPE, and will be the ongoing operations of the combined entity. |
| ● | Holders of SC Assets Common Stock immediately prior to the Closing (the “SC Assets Shareholders”) will, following the Closing, have the largest voting interest in the combined entity under all noted redemption scenarios. |
| ● | SC Assets Shareholders will have the ability to control decisions regarding election and removal of the combined entity’s board of directors. |
| ● | The combined company name will be StablecoinX, i.e. the combined entity will assume a name similar to SC Assets’ name. |
The preponderance of evidence as described above is indicative that SC Assets is the accounting acquirer of TLGY. Accordingly, the merger between SC Assets and TLGY will be accounted for as a reverse recapitalization, with TLGY being treated as the “acquired” company for financial reporting purposes. For accounting purposes, the reverse recapitalization will be the equivalent of SC Assets issuing stock for the net assets of TLGY, accompanied by a recapitalization. The net assets of TLGY will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the reverse recapitalization will be those of SC Assets.
Basis of Pro Forma Presentation
The adjustments in the unaudited pro forma combined financial information have been identified and presented to provide relevant information of StablecoinX, the parent company of SC Assets at Closing, upon consummation of the Business Combination and other events contemplated by the Merger Agreement. Assumptions and estimates underlying the unaudited pro forma adjustments set forth in the unaudited pro forma combined financial information are described in the accompanying notes.
The unaudited pro forma combined financial information has been presented for illustrative purposes only and is not necessarily indicative of the operating results and financial position that would have been achieved had the Business Combination occurred on the dates indicated. The Business Combination proceeds remaining after payment for the redemption of 393,538 public shares and payment of transaction costs related to the Merger are expected to be used for other general corporate purposes. Further, the unaudited pro forma combined financial information does not purport to project the future operating results or financial position of StablecoinX following the completion of the Business Combination. The unaudited pro forma adjustments represent management’s estimates based on information available as of the date of these unaudited pro forma combined financial statements and are subject to change as additional information becomes available and analyses are performed.
5
The following summarizes the pro forma StablecoinX Common Stock issued and outstanding immediately after the Business Combination and the related ownership percentages.
| Unaudited Pro Forma Combined Class A Common Share Ownership in StablecoinX, Inc. | ||||||||
| Number of Shares | Percentage Ownership | |||||||
| Sellers (SC Assets stockholders)(1) | 700,000 | 2.9 | % | |||||
| TLGY Public Shareholders(2) | 96,349 | 0.4 | % | |||||
| TLGY Insiders(3) | 644,590 | 2.7 | % | |||||
| Initial PIPE Investors(4) | 9,159,293 | 38.1 | % | |||||
| Additional PIPE Investors(5) | 11,615,979 | 48.4 | % | |||||
| Ethena(6) | 1,813,164 | 7.5 | % | |||||
| Total Class A Common Shares at Closing | 24,039,375 | 100.0 | % | |||||
| Unaudited Pro Forma Combined Class B Common Share Ownership in StablecoinX, Inc. | ||||||||
| Number of Shares | Percentage Ownership | |||||||
| Sellers (SC Assets stockholders)(1) | 700,000 | 22.2 | % | |||||
| TLGY Insiders(3) | 644,590 | 20.4 | % | |||||
| Ethena(6) | 1,813,164 | 57.4 | % | |||||
| Total Class B Common Shares at Closing | 3,157,754 | 100.0 | % | |||||
| (1) | The number of shares of StablecoinX Common Stock held by SC Assets stockholders is comprised of (i) 700,000 shares of StablecoinX Class A Common Stock and (ii) 700,000 shares of StablecoinX Class B Common Stock, issued upon exchange of the 700,000 shares of SC Assets Class B Common Stock currently held by such holders prior to the Company Merger. |
| (2) | The number of shares of StablecoinX Common Stock held by TLGY Public Shareholders after the redemption of 393,538 shares of TLGY stock. |
| (3) | The number of shares of StablecoinX Common Stock held by the TLGY Insiders reflects the exchange of (i) an aggregate of 5,449,700 Founder Shares, and (ii) 11,259,500 Private Placement Warrants, for 644,590 Retained Shares of StablecoinX Class A Stock following the SPAC Merger. |
| (4) | The number of shares of StablecoinX Class A Common Stock held by the Initial PIPE Investors is comprised of 9,159,293 shares of StablecoinX Class A Common Stock issued upon exchange of an equal number of SC Assets Class A Common Stock held by such investors prior to the Company Merger. The aggregate number of shares of SC Assets Class A Common Stock issued to the Initial PIPE Investors was calculated at closing as (A) the Initial PIPE Gross Proceeds divided by (B) (x) $10.00, multiplied by (y) a fraction, the numerator of which is (1) the 30-Day VWAP of ENA Token ending two (2) days prior to the date of signing the Initial PIPE Subscription Agreement (or $0.3008) and the denominator of which is (2) the 30-Day VWAP of ENA Token ending two (2) days prior to Closing Date (or $0.0909). |
| (5) | The number of shares of StablecoinX Class A Common Stock held by the Additional PIPE Investors is comprised of 11,615,979 shares of StablecoinX Class A Common Stock issued upon exchange of an equal number of SC Assets Class A Common Stock held by such investors prior to the Company Merger. The aggregate number of shares of SC Assets Class A Common Stock issued to PIPE investors was calculated at closing as (A) the Additional PIPE Gross Proceeds divided by (B) (x) $10.00, multiplied by (y) a fraction, the numerator of which is (1) $0.414286, and the denominator of which is (2) the 30-Day VWAP of ENA Token ending two (2) days prior to the Closing Date (or $0.0909). |
| (6) | The number of shares of StablecoinX Class A Common Stock to be held by Ethena is comprised of (i) 1,813,164 shares of StablecoinX Class A Common Stock and (ii) 1,813,164 shares of StablecoinX Class B Common Stock issued upon exchange of an equal number of SC Assets Class B Common Stock held by Ethena prior to the Company Merger. The number of shares of SC Assets Class B Common Stock issued to Ethena was calculated at closing as (A) the ENA Contribution Amount divided by (B) (x) $10.00, multiplied by (y) a fraction, the numerator of which is (1) the 30-Day VWAP of ENA Token ending two (2) days prior to the date of signing the Contribution Agreement (or $0.3008) and the denominator of which is (2) the 30-Day VWAP of ENA Token ending two (2) days prior to the Closing Date (or $0.0909). The number of shares does not include 1,807,968 shares of StablecoinX Class A Common Stock issued to Ethena OpCo as one of the Additional PIPE Investors. |
6
StablecoinX Inc.
Unaudited Pro Forma Combined Balance Sheet
As of March 31, 2026
| StablecoinX Assets, Inc. (Historical) | StablecoinX Inc. (Historical) | TLGY Acquisition Corp. (Historical) | Other Material Event Adjustments (Note 3) | Note | Transaction Accounting Adjustments (Note 4) | Note | Pro Forma Combined | |||||||||||||||||||||||||
| ASSETS | ||||||||||||||||||||||||||||||||
| Current assets: | ||||||||||||||||||||||||||||||||
| Cash | $ | 2,782 | — | $ | 2,812 | 348,125 | 3(A) | $ | 5,996,859 | 4(A) | $ | 6,349,453 | ||||||||||||||||||||
| Related party receivables | 11,875 | — | — | — | (11,875 | ) | 4(B) | — | ||||||||||||||||||||||||
| Digital assets – restricted | 70,121 | — | — | — | — | 70,121 | ||||||||||||||||||||||||||
| Prepaid expenses | 70,065 | — | 37,761 | — | — | 107,826 | ||||||||||||||||||||||||||
| Total current assets | 154,843 | — | 40,573 | 348,125 | 5,984,984 | 6,527,400 | ||||||||||||||||||||||||||
| Cash and Investments held in Trust Account | — | — | 6,463,010 | — | (6,463,010 | ) | 4(C) | — | ||||||||||||||||||||||||
| Digital intangible assets | — | — | — | — | 239,795,835 | 4(D) | 239,795,835 | |||||||||||||||||||||||||
| Capitalized software | 50,000 | — | — | — | — | 50,000 | ||||||||||||||||||||||||||
| Intangible asset, net | 427,125 | — | — | — | — | 427,125 | ||||||||||||||||||||||||||
| Total Assets | $ | 631,968 | — | $ | 6,503,583 | 348,125 | $ | 239,317,808 | $ | 246,800,359 | ||||||||||||||||||||||
| LIABILITIES, REDEEMABLE STOCK, AND STOCKHOLDERS’ DEFICIT | ||||||||||||||||||||||||||||||||
| Current liabilities: | ||||||||||||||||||||||||||||||||
| Accounts payable and accrued expenses | $ | 400,741 | 51,531 | $ | 455,367 | — | $ | (406,357 | ) | 4(E) | $ | 501,102 | ||||||||||||||||||||
| Accounts payable – related party | — | 32,675 | $ | — | — | $ | (32,675 | ) | 4(F) | $ | — | |||||||||||||||||||||
| Demand notes – related party | 69,455 | — | — | 68,125 | 3(B) | — | 136,455 | |||||||||||||||||||||||||
| Accrued offering costs | — | — | 5,000 | — | — | 5,000 | ||||||||||||||||||||||||||
| Convertible promissory note payable – former sponsor | — | — | 2,912,000 | — | (2,912,000 | ) | 4(G) | — | ||||||||||||||||||||||||
| Convertible promissory note payable – current sponsors | — | — | 3,687,325 | 280,000 | 3(C) | (3,967,325 | ) | 4(H) | — | |||||||||||||||||||||||
| Total current liabilities | 470,196 | 84,206 | 7,059,692 | 348,125 | (7,318,537 | ) | 642,557 | |||||||||||||||||||||||||
| Derivative warrant liabilities | — | — | 18,207,600 | — | — | 18,207,600 | ||||||||||||||||||||||||||
| Deferred underwriting commission | — | — | — | — | ||||||||||||||||||||||||||||
| Total liabilities | 470,196 | 84,206 | 25,267,292 | 348,125 | (7,318,537 | ) | 18,850,157 | |||||||||||||||||||||||||
| Commitments and contingencies | ||||||||||||||||||||||||||||||||
| Class A ordinary shares subject to possible redemption | — | — | 6,463,122 | — | (6,463,122 | ) | 4(I) | — | ||||||||||||||||||||||||
| Stockholders’ equity: | ||||||||||||||||||||||||||||||||
| TLGY Acquisition Corp. Class A Ordinary Shares | — | — | 534 | — | (534 | ) | 4(J) | — | ||||||||||||||||||||||||
| TLGY Acquisition Corp. Class B Ordinary Shares | — | — | 11 | — | (11 | ) | 4(K) | — | ||||||||||||||||||||||||
| StablecoinX Assets Inc. Class A Common Stock | — | — | — | — | — | — | ||||||||||||||||||||||||||
| StablecoinX Assets Inc. Class B Common Stock | 70 | — | — | — | (70 | ) | 4(L) | — | ||||||||||||||||||||||||
| StablecoinX Inc. Class A Shares | — | — | — | — | 2,403 | 4(M) | 2,403 | |||||||||||||||||||||||||
| StablecoinX Inc. Class B Shares | — | — | — | — | 315 | 4(N) | 315 | |||||||||||||||||||||||||
| Additional paid-in capital | 802,430 | — | — | — | 227,869,988 | 4(O) | 228,672,418 | |||||||||||||||||||||||||
| Accumulated deficit | (640,728 | ) | (84,206 | ) | (25,227,376 | ) | — | 25,227,376 | 4(P) | (724,934 | ) | |||||||||||||||||||||
| Total stockholders’ equity (deficit) | 161,772 | (84,206 | ) | (25,226,831 | ) | — | 253,099,467 | 227,950,202 | ||||||||||||||||||||||||
| Total liabilities and stockholders’ equity (deficit) | $ | 631,968 | — | $ | 6,503,583 | 348,125 | $ | 239,317,808 | $ | 246,800,359 | ||||||||||||||||||||||
7
StablecoinX Inc.
Unaudited Pro Forma Combined Statement of Operations
For the three months ended March 31, 2026
| StablecoinX Assets, Inc. (Historical) | StablecoinX Inc. (Historical) | TLGY Acquisition Corp. (Historical) | Other Material Event Adjustments (Note 3) |
Note | Transaction Accounting Adjustments (Note 5) | Note | Pro Forma Combined | ||||||||||||||||||||||
| Revenue | $ | 666 | $ | — | $ | — | $ | — | $ | — | $ | 666 | |||||||||||||||||
| Expenses | |||||||||||||||||||||||||||||
| Research and development | 113,907 | — | — | — | — | 113,907 | |||||||||||||||||||||||
| General and administrative | 269,362 | 35,643 | 954,356 | — | — | 1,259,361 | |||||||||||||||||||||||
| Depreciation and amortization | 25,125 | — | — | — | — | 25,125 | |||||||||||||||||||||||
| Total expenses | 408,394 | 35,643 | 954,356 | — | — | 1,398,393 | |||||||||||||||||||||||
| Income from Operations | (407,728 | ) | (35,643 | ) | (954,356 | ) | — | — | (1,397,727 | ) | |||||||||||||||||||
| Other income (expense), net: | |||||||||||||||||||||||||||||
| Income earned on cash and investments held in trust account | — | — | 44,722 | — | (44,722 | ) | 5(A) | — | |||||||||||||||||||||
| Forgiveness of debt | — | — | — | — | — | — | |||||||||||||||||||||||
| Change in fair value of derivative liabilities | — | — | (3,413,925 | ) | — | 1,688,925 | 5(B) | (1,725,000 | ) | ||||||||||||||||||||
| Total other income (expense) | — | — | (3,369,203 | ) | — | 1,644,203 | (1,725,000 | ) | |||||||||||||||||||||
| Loss before income taxes | (407,728 | ) | (35,643 | ) | (4,323,559 | ) | — | 1,644,203 | (3,122,727 | ) | |||||||||||||||||||
| (Benefit from) provision for income taxes | — | — | — | — | — | — | |||||||||||||||||||||||
| Net income (loss) | $ | (407,728 | ) | $ | (35,643 | ) | $ | (4,323,559 | ) | $ | — | $ | 1,644,203 | $ | (3,122,727 | ) | |||||||||||||
| Weighted average Class A ordinary shares outstanding – basic and diluted | — | — | 5,834,587 | 24,029,375 | |||||||||||||||||||||||||
| Basic and diluted net loss per Class A ordinary share | $ | — | — | $ | (0.73 | ) | $ | (0.13 | ) | ||||||||||||||||||||
| Weighted average Class B ordinary shares outstanding – basic and diluted(a) | 700,000 | 1 | 105,000 | — | |||||||||||||||||||||||||
| Basic and diluted net loss per Class B ordinary share | $ | (0.58 | ) | (35,643 | ) | $ | (0.73 | ) | $ | — | |||||||||||||||||||
| (a) | Class B shares of StablecoinX Inc. do not participate in earnings |
8
StablecoinX Inc.
Unaudited Pro Forma Combined Statement of Operations
For the year ended December 31, 2025
| StablecoinX Assets, Inc. (Historical) | StablecoinX, Inc. (Historical) | TLGY Acquisition Corp. (Historical) | Other Material Event Adjustments (Note 3) | Note | Transaction Accounting Adjustments (Note 6) | Note | Pro Forma Combined | ||||||||||||||||||||||
| Expenses | |||||||||||||||||||||||||||||
| General and administrative | $ | 185,249 | $ | 48,563 | $ | 1,298,834 | $ | — | $ | 1,532,646 | |||||||||||||||||||
| Depreciation and amortization | 50,250 | — | — | — | — | 50,250 | |||||||||||||||||||||||
| Total expenses | 235,499 | 48,563 | 1,298,834 | — | — | 1,582,896 | |||||||||||||||||||||||
| Other income (expense), net: | |||||||||||||||||||||||||||||
| Income earned on cash and investments held in trust account | — | — | 725,255 | — | (725,255 | ) | 6(A) | — | |||||||||||||||||||||
| Forgiveness of debt | — | — | 127,768 | — | — | 127,768 | |||||||||||||||||||||||
| Change in fair value of derivative liabilities | — | — | (14,336,209 | ) | — | 7,092,359 | 6(B) | (7,243,850 | ) | ||||||||||||||||||||
| Total other income (expense) | — | — | (13,483,186 | ) | — | 6,367,104 | (7,116,082 | ) | |||||||||||||||||||||
| Loss before income taxes | (235,499 | ) | (48,563 | ) | (14,782,020 | ) | — | 6,367,104 | (8,698,978 | ) | |||||||||||||||||||
| (Benefit from) provision for income taxes | — | — | — | — | — | — | |||||||||||||||||||||||
| Net income (loss) | $ | (235,499 | ) | (48,563 | ) | $ | (14,782,020 | ) | — | $ | 6,367,104 | $ | (8,698,978 | ) | |||||||||||||||
| Weighted average Class A ordinary shares outstanding – basic and diluted | — | — | 5,526,483 | 24,029,375 | |||||||||||||||||||||||||
| Basic and diluted net loss per Class A ordinary share | $ | — | — | $ | (2.01 | ) | $ | (0.36 | ) | ||||||||||||||||||||
| Weighted average Class B ordinary shares outstanding – basic and diluted(a) | 700,000 | 1 | 1,835,361 | — | |||||||||||||||||||||||||
| Basic and diluted net loss per Class B ordinary share | $ | (0.34 | ) | (48,563 | ) | $ | (2.01 | ) | $ | — | |||||||||||||||||||
| (a) | Class B shares of StablecoinX Inc. do not participate in earnings |
9
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
Note 1 — Basis of Presentation
The merger between SC Assets and TLGY will be accounted for as a reverse recapitalization, with TLGY being treated as the “acquired” company for financial reporting purposes. For accounting purposes, the reverse recapitalization will be the equivalent of SC Assets issuing stock for the net assets of TLGY, accompanied by a recapitalization. The net assets of TLGY will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the reverse recapitalization will be those of SC Assets. Upon the consummation of the Merger, StablecoinX will become the parent company of SC Assets as well as the reporting entity.
The unaudited pro forma combined balance sheet of StablecoinX as of March 31, 2026 assumes that the transactions occurred on March 31, 2026. The unaudited pro forma combined statement of operations of StablecoinX for the year ended December 31, 2025 and for the three months ended March 31, 2026 presents pro forma effect to the transactions as if it had been completed on January 1, 2025.
The unaudited pro forma condensed combined balance sheet as of March 31, 2026 should be read in conjunction with, the following:
| ● | unaudited financial statements of TLGY for the three months ended March 31, 2026 and the related notes, included elsewhere in this proxy statement/prospectus; and |
| ● | unaudited condensed financial statements of SC Assets as of March 31, 2026 and the related notes, included elsewhere in this proxy statement/prospectus. |
| ● | unaudited condensed consolidated financial statements of StablecoinX as of March 31, 2026 and the related notes, included elsewhere in this proxy statement/prospectus. |
The unaudited pro forma condensed combined financial information for the year ended December 31, 2025 should be read in conjunction with, the following:
| ● | audited financial statements of TLGY for the year ended December 31, 2025 and the related notes, included elsewhere in this proxy statement/prospectus; and |
| ● | audited condensed financial statements of SC Assets as of December 31, 2025 and the related notes, included elsewhere in this proxy statement/prospectus. |
| ● | audited condensed consolidated financial statements of StablecoinX as of December 31, 2025 and the related notes, included elsewhere in this proxy statement/prospectus. |
The unaudited pro forma combined financial information has been prepared to illustrate the effect of the Business Combination and other material transactions and has been prepared for informational purposes only.
10
Management has made significant estimates and assumptions in its determination of the pro forma adjustments (“Other Material Event Adjustments” and “Transaction Accounting Adjustments”). As the unaudited pro forma combined financial information has been prepared based on these preliminary estimates, the final amounts recorded may differ materially from the information presented. Article 11 of Regulation S-X allows for the presentation of reasonably estimable synergies and other transaction effects that have occurred or are reasonably expected to occur (“Management’s Adjustments”). TLGY has elected not to present Management’s Adjustments and will only be presenting Other Material Event Adjustments and Transaction Accounting Adjustments in the following unaudited pro forma condensed combined financial information.
The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses.” The pro forma adjustments reflecting the Business Combination with TLGY are based on certain currently available information and certain assumptions and methodologies that TLGY believes are reasonable under the circumstances. The unaudited pro forma adjustments, which are described in the accompanying notes, may be revised as additional information becomes available and is evaluated.
Therefore, it is likely that the actual adjustments will differ from the pro forma adjustments, and it is possible such differences may be material. TLGY believes that these assumptions and methodologies provide a reasonable basis for presenting all of the significant effects of the Business Combination based on information available to management at the time and that the pro forma adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma combined financial information.
The unaudited pro forma combined financial information does not give effect to any anticipated synergies, operating efficiencies, tax savings, or cost savings that may be associated with the Business Combination.
The pro forma combined provision for income taxes does not necessarily reflect the amounts that would have resulted had StablecoinX filed consolidated income tax returns during the periods presented.
The unaudited pro forma basic and diluted net loss per share amounts presented in the unaudited pro forma combined statements of operations are based upon the number of StablecoinX shares outstanding, assuming the Business Combination occurred on January 1, 2025.
The unaudited pro forma combined financial information is not necessarily indicative of what the actual results of operations and financial position would have been had the Business Combination taken place on the dates indicated, nor are they indicative of the future consolidated results of operations or financial position of StablecoinX. They should be read in conjunction with the historical financial statements and notes thereto of TLGY, SC Assets, and StablecoinX
Note 2 — Accounting Policies
Upon completion of the Business Combination, management will perform a comprehensive review of TLGY’s accounting policies. As a result of the review, management may identify differences between the accounting policies of the companies which, when conformed, could have a material impact on the combined financial statements. Based on its initial analysis, management has not identified any material differences in accounting policies that would have a material impact on the unaudited pro forma combined financial information.
11
Digital Assets
Upon completion of the Business Combination, the Company will receive ENA tokens contributed or purchased subject to the Contribution Agreement and PIPE agreements. The cost of ENA will be initially recorded at the fair value of ENA tokens at Closing. ENA tokens held by the Company are indefinite-lived intangible assets outside the scope of ASC 350-60 since they were created by Ethena, a related party upon Closing, and therefore it fails the “not created or issued by the reporting entity or its related parties’ criterion” in paragraph 350-60-15-1(f). These digital intangible assets will be recorded at cost, less impairment within digital intangible assets on the consolidated balance sheets in accordance with ASC 350-30.
The Company will perform an analysis each quarter to identify whether events or changes in circumstances, indicate that it is more likely than not that its digital assets are impaired. If an impairment has occurred, the Company will consider the lowest intra-day market price quoted on an active exchange since acquiring the respective digital asset as the fair value measure. If the then current carrying value of a digital asset exceeds the fair value, an impairment loss has occurred with respect to those digital assets in the amount equal to the difference between their carrying values and the fair value. When impaired, digital assets will be written down to their fair value at the time of impairment and this new cost basis will not be adjusted upward for any subsequent increase in fair value. Gains will not be recorded until realized upon sale. In determining the gain or loss to be recognized upon sale, the Company will calculate the difference between the sales price and the carrying value of the digital assets sold immediately prior to sale. The Company intends to use a first-in, first-out methodology to assign costs to digital assets for purposes of evaluating impairment and determining realized gains and losses.
As of March 31, 2026, the Company held $0.1 million of digital assets comprised of ETH that are in the scope of ASC 350-60 at fair value. The activity from remeasurement of the ETH at fair value is reflected in the consolidated statements of operations within Change in fair value of digital assets — restricted. Realized gain (loss) on the disposition of all of the Company’s crypto assets is calculated on a first-in-first out (“FIFO”) basis. Gains or losses from the sale of digital assets are calculated as the difference between the disposal price and the cost basis and are recognized in other expenses (income).
Note 3 — Adjustments to Unaudited Pro Forma Combined Financial Information for Other Material Events
| (A) | Cash — Reflects the impact of Other Material Events on cash. The table below summarizes the other material adjustments as follows: |
| Description | Note | Amount | ||||||
| Borrowings by SC Assets from related parties | 3(A)(i) | $ | 67,000 | |||||
| Borrowings on the Convertible promissory notes – Current Sponsor | 3(A)(ii) | 280,000 | ||||||
| Material Event Adjustment-Cash and cash equivalents | $ | 347,000 | ||||||
| (i) | Reflects additional borrowings by SC Assets from related parties between 3/31/2026 and the closing. |
| (ii) | Reflects additional borrowings on the Convertible promissory notes — Current Sponsor between 3/31/2026 and the closing. |
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| (B) | Reflects additional borrowings by SC Assets from related parties between 3/31/2026 and the closing. |
| (C) | Reflects additional borrowings on the Convertible promissory notes — Current Sponsor between 3/31/2026 and the closing. |
Note 4 — Transaction Accounting Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet
The pro forma StablecoinX Inc. Transaction Accounting Adjustments, based on preliminary estimates that could change materially as additional information is obtained, are as follows:
| (A) | Cash — Reflects the Transaction Accounting Adjustments impact of the Business Combination on the cash and cash equivalents balance of StablecoinX. The table below summarizes the pro forma adjustments as follows: |
| Description | Note | Amount | ||||||
| Reclassification of the funds held in the Trust Account | 4(A)(i) | $ | 1,285,960 | |||||
| Payment of transaction costs | 4(A)(ii) | (6,431,044 | ) | |||||
| Repayment of convertible promissory notes-Former Sponsor | 4(A)(iii) | (2,912,000 | ) | |||||
| Repayment of convertible promissory note payable-Current Sponsors | 4(A)(iii) | (3,967,325 | ) | |||||
| Proceeds from Initial PIPE | 4(A)(iv) | 2,021,268 | ||||||
| Proceeds from Additional PIPE | 4(A)(v) | 16,000,000 | ||||||
| Pro Forma Adjustment-Cash and cash equivalents | $ | 5,996,859 | ||||||
| (i) | Represents the release of $1.3 million of funds held in the Trust Account upon the closing of the Business Combination, subsequent to redemptions, made available for the ongoing operations of StablecoinX as cash and cash equivalents. Refer to Note 4(C), Cash and Investments held in Trust Account and Note 4(O) Additional Paid-in Capital, for the corresponding pro forma adjusting entries for the decrease of funds held in the Trust Account. |
| (ii) | Reflects the payment of $6.4 million of nonrecurring transaction costs incurred, or estimated transaction costs remaining to be incurred, expected to be settled in cash prior to, or upon, the closing of the Business Combination. Amount represents the costs of financial advisory, legal, and other professional services, in connection with the Business Combination. |
| (iii) | Represents the settlement of convertible promissory notes from the former sponsor to TLGY in the amount of $2.9 million and the settlement of convertible promissory notes from the current Sponsor to TLGY in the amount of $4.0 million. The convertible promissory notes were settled in cash, rather than converted to StablecoinX warrants. |
| (iv) | Amount represents the fiat currency proceeds retained for transaction expenses less expenses incurred from shares sold to the Initial PIPE investors in the amount of $2.0. Stablecoins received from the Initial Cash PIPE Investors were used to purchase ENA Tokens under the Initial Token Purchase Agreement. No stablecoins are currently held or expected to be held at the Closing. |
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| (v) | Amount represents the fiat currency proceeds retained for transaction expenses from shares sold to the Additional PIPE investors in the amount of $16.0 million. Stablecoins received from the Initial Cash PIPE Investors were used to purchase ENA Tokens under the Initial Token Purchase Agreement. No stablecoins were held at the Closing. |
| (B) | Reflects the Elimination of SC Assets’ Related party receivables from StablecoinX. |
| (C) | Cash and Investments held in Trust Account — Represents the release of $1.3 million of funds held in the Trust Account upon the closing of the Business Combination after giving effect to the impact of redemptions of TLGY’s Class A ordinary shares amounting to $5.1 million. |
| (D) | Digital Assets — Reflects the fair value of the ENA Tokens received from the PIPE and from Ethena at the Closing of the Business Comination after the payment of certain transaction costs in ENA tokens. Refer to Note 4(O)(iv), Note 4(O)(v) and Note 4(O)(vi), Additional paid-in capital, for the corresponding pro forma adjusting entries. |
| Description | Note | Amount | ||||||
| Contribution of ENA tokens from Initial PIPE | 4(D)(i) | $ | 115,524,791 | |||||
| Contribution of ENA tokens from Additional PIPE | 4(D)(ii) | 110,178,259 | ||||||
| Contribution of ENA tokens from Ethena | 4(D)(iii) | 14,288,409 | ||||||
| Payment of transaction costs in ENA tokens | 4(D)(iv) | (195,625 | ) | |||||
| Pro Forma Adjustment-Digital Assets | $ | 239,795,835 | ||||||
| (i) | Amount represents the fair value, as of June 25, 2026, of 1,405,754,436 ENA tokens received from Initial PIPE Investors. |
| (ii) | Amount represents the fair value, as of June 25, 2026, of 1,340,695,578 ENA tokens received from Additional PIPE investors. |
| (iii) | Amount represents the fair value, as of June 25, 2026, of 284,954,407 ENA tokens received from Ethena. |
| (iv) | Amount represents the fair value, as of June 25,2026, of 3,754,801 ENA tokens in payment of $0.3 million of nonrecurring financial advisory transaction costs incurred expected to be settled upon, the closing of the Business Combination. |
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| (E) | Accounts payable and accrued expenses — Reflects the payment of $0.4 million of nonrecurring transaction costs settled in cash prior to, or upon, the closing of the Business Combination. |
| (F) | Accounts payable — related party — Reflects the Elimination of StablecoinX Related party payable to Stablecoin Assets and TLGY. |
| (G) | Convertible Promissory Notes Payable — Former Sponsor — Represents the settlement of convertible promissory notes from the former Sponsor to TLGY in the amount of $2.9 million in cash. See Note 4(A)(iii), Cash and cash equivalents, for the corresponding pro forma adjusting entries. |
| (H) | Convertible Promissory Note Payable — Current Sponsor Represents the settlement of convertible promissory notes from the current Sponsor to TLGY in the amount of $4.0 million in cash. See Note 4(A)(iii), Cash and cash equivalents, for the corresponding pro forma adjusting entries. |
| (I) | Class A Ordinary Shares subject to redemption — Represents the reclassification of the remaining TLGY’s Class A Ordinary Shares subject to possible redemption after redemptions of $5.1 million at the Closing of the Business Combination. Refer to Note 4(A)(i), Cash and cash equivalents and Note 4(O) Additional Paid-in Capital, for the corresponding pro forma adjusting entries. |
| (J) | TLGY Class A Ordinary Shares — Represents adjustment to reclassify the par value associated with TLGY’s Class A Ordinary Shares to the par value associated with StablecoinX Class A Common Stock and StablecoinX Class B Common Stock. |
| (K) | TLGY Class B Ordinary Shares — Represents adjustment to reclassify the par value associated with TLGY’s Class A Ordinary Shares to the par value associated with StablecoinX Class A Common Stock and StablecoinX Class B Common Stock. |
| (L) | SC Assets Class B Common Stock — Represents adjustment to reclassify the par value associated with StablecoinX Class B Common Stock to the par value associated with StablecoinX Class A Common Stock and StablecoinX Class B Common Stock. |
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| (M) | StablecoinX Class A Common Stock — Represents the impact of the Business Combination on the par value associated with StablecoinX Class A Common Stock. The table below summarizes the pro forma adjustments as follows: |
| Description | Note | Amount | ||||||
| Issuance of shares to Initial PIPE Investors | 4(M)(i) | 916 | ||||||
| Issuance of shares to Additional PIPE Investors | 4(M)(ii) | 1,162 | ||||||
| Issuance of shares to Ethena(1) | 4(M)(iii) | 181 | ||||||
| Reclassification of TLGY’s Class A Ordinary Shares | 4(M)(iv) | 10 | ||||||
| Reclassification of TLGY’s Class A and Class B Ordinary Shares | 4(M)(v) | 64 | ||||||
| Reclassification of SC Assets Class B Common Stock | 4(M)(vi) | 70 | ||||||
| Pro Forma Adjustment-SC Assets Class A Common Stock | $ | 2,403 | ||||||
| (1) | Does not include the shares issued to Ethena OpCo as an Additional PIPE Investor. |
| (i) | Represents the par value of the shares of StablecoinX Class A Common Stock issued to Initial PIPE investors. |
| (ii) | Represents the par value of the shares of StablecoinX Class A Common Stock issued to Additional PIPE investors. |
| (iii) | Represents the par value of the shares of StablecoinX Class A Common Stock issued to Ethena. Amount does not include the par value of 1,807,968 shares of StablecoinX Class A Common Stock issued to Ethena OpCo as one of the Additional PIPE Investors. |
| (iv) | Represents the par value of the shares of StablecoinX Class A Common Stock issued to holders of TLGY Class A Ordinary Shares subject to redemption prior to the closing of the Business Combination. |
| (v) | Represents the par value of the shares of StablecoinX Class A Common Stock issued to holders of TLGY Class A Ordinary Shares and TLGY Class B Shares that were not subject to redemption prior to the closing of the Business Combination. |
| (vi) | Represents the par value of StablecoinX Class A Common Stock issued to holders of SC Assets Class B Common Stock. |
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| (N) | StablecoinX Class B Common Stock — Represents the impact of the Business Combination on the par value associated with StablecoinX Class B Common Stock. The table below summarizes the pro forma adjustments as follows: |
| Description | Note | Amount | ||||||
| Issuance of shares to Ethena | 4(N)(i) | 181 | ||||||
| Reclassification of TLGY’s Class A and Class B Ordinary Shares | 4(N)(ii) | 64 | ||||||
| Reclassification of SC Assets Class B Common Stock | 4(N)(iii) | 70 | ||||||
| Pro Forma Adjustment-SC Assets Class B Common Stock | $ | 315 | ||||||
| (i) | Represents the par value of the shares of StablecoinX Class B Common Stock issued to Ethena. |
| (ii) | Represents the par value of the shares of StablecoinX Class B Common Stock issued to holders of TLGY Class A Ordinary Shares not subject to redemption prior to the closing of the Business Combination. |
| (iii) | Represents the par value of the shares of StablecoinX Class B Common Stock issued to holders of SC Assets Class B Ordinary Shares prior to the closing of the Business Combination. |
| (O) | Additional Paid-in Capital — Represents the impact of the Business Combination on additional paid-in capital. The table below summarizes the pro forma adjustments as follows: |
| Description | Note | Amount | ||||||
| Transaction Expenses | 4(O)(i) | $ | (6,199,332 | ) | ||||
| Cash Proceeds from Initial PIPE | 4(O)(ii) | 2,021,268 | ||||||
| Cash Proceeds from Additional PIPE | 4(O)(iii) | 16,000,000 | ||||||
| Contribution of tokens from Initial PIPE | 4(O)(iv) | 115,523,875 | ||||||
| Contribution of tokens from Additional PIPE | 4(O)(v) | 110,177,097 | ||||||
| Contribution of tokens from Ethena | 4(O)(vi) | 14,288,047 | ||||||
| Reclassification of TLGY’s Class A Ordinary Shares | 4(O)(vii) | 1,286,062 | ||||||
| Reclassification of TLGY’s Class A and Class B Ordinary Shares | 4(O)(viii) | 417 | ||||||
| Reclassification of TLGY’s accumulated deficit to additional paid-in capital (elimination) | 4(O)(ix) | (25,227,376 | ) | |||||
| Reclassification of SC Assets Class B shares | 4(O)(x) | (70 | ) | |||||
| Pro Forma Adjustment-Additional paid-in capital | $ | 227,869,988 | ||||||
| (i) | Represents transaction costs of approximately $6.3 million incurred related to financial advisory, legal, and other professional services, in connection with the Business Combination prior to the Closing. These costs are non-recurring in nature. Refer to Note 4(A)(ii), Cash and cash equivalents, for the corresponding pro forma adjusting entries. |
| (ii) | Amount represents the cash proceeds less allowable expenses incurred from Shares sold in the Initial PIPE in the amount of $2.0 million. Refer to Note 4(A)(iv), Cash and cash equivalents, for the corresponding pro forma adjusting entries. |
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| (iii) | Amount represents the cash proceeds from Shares sold in the Additional PIPE in the amount of $16.0 million. Refer to Note 4(A)(v), Cash and cash equivalents, for the corresponding pro forma adjusting entries |
| (iv) | Immediately prior to the closing of the Business Combination, the Initial PIPE Investors contributed ENA tokens and cash to SC Assets for 9,159,293 shares of SC Assets Class A Common Stock. At the closing of the Business Combination, each share of SC Assets Class A Common Stock was converted to one share of StablecoinX Class A Common Stock. The amount represents the fair value, as of June 25, 2026, of the digital assets contributed by the PIPE investors. Refer to Note 4(D)(i), Digital Assets, for the corresponding pro forma adjusting entries. |
| (v) | Immediately prior to the closing of the Business Combination, the Additional PIPE Investors contributed ENA tokens and cash to SC Assets for 11,615,979 shares of SC Assets Class A Common Stock. At the closing of the Business Combination, each share of SC Assets Class A Common Stock was converted to one share of StablecoinX Class A Common Stock. The amount represents the fair value, as of June 25, 2026, of the digital assets contributed by the PIPE investors. Refer to Note 4(D)(ii), Digital Assets, for the corresponding pro forma adjusting entries. |
| (vi) | Immediately prior to the closing of the Business Combination, Ethena contributed ENA tokens and cash to SC Assets for 1,813,164 shares SC Assets Class B Common Shares. At the closing of the Business Combination, each share of SC Assets Class A Common Stock was converted to one share of StablecoinX Class A Common Stock and one share of StablecoinX Class B Common Stock. The amount represents the fair value, as of June 25, 2026, of the digital assets contributed by Ethena. Refer to Note 4(D)(iii), Digital Assets, for the corresponding pro forma adjusting entries. |
| (vii) | Represents the reclassification of $1.3 million of TLGY’s Class A Ordinary Shares from temporary equity (mezzanine) to permanent equity. See note 4(I) TLGY’s Class A Common Stock subject to redemption, for the corresponding pro forma adjusting entries. |
| (viii) | Represents adjustment to reclassify the par value associated with TLGY’s Class A and Class B Common Stock to the par value associated with StablecoinX Class A and Class B Common Stock. |
| (ix) | Reflects the $25.2 million elimination of TLGY’s historical accumulated deficit as part of the reverse recapitalization at the Closing of the Business Combination. Refer to Note 4(P), Accumulated deficit, for the corresponding pro forma adjusting entries. |
| (x) | Represents adjustment to reclassify the par value associated with SC Assets’ Class B Common Stock to the par value associated with StablecoinX Class A and Class B Common Stock. |
| (P) | Accumulated deficit — Represents the $25.2 million elimination of TLGY’s historical accumulated deficit as part of the reverse recapitalization at the Closing of the Business Combination. Refer to Note 4(O)(ix), Additional Paid-in Capital, for the corresponding pro forma adjusting entries |
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Note 5 — Adjustments to Unaudited Pro Forma Condensed Combined Statement of Operations for the three months ended March 31, 2026
| (A) | Represents the elimination of TLGY’s historical interest income earned during the three months ended March 31, 2026 on the Cash and Investments held in the Trust Account, which was dissolved and liquidated upon the Closing of the Business Combination. |
| (B) | Reflects the elimination of $1.7 million of loss on changes in the fair value of TLGY’s liability classified Private Placement Warrants during the three months ended March 31, 2026. |
Note 6 — Adjustments to Unaudited Pro Forma Condensed Combined Statement of Operations for the Year ended December 31, 2025
| (A) | Represents the elimination of $0.7 million of TLGY’s historical interest income earned during the twelve months ended December 31, 2025 on the Cash and Investments held in the Trust Account, which was dissolved and liquidated upon the Closing of the Business Combination. |
| (B) | Reflects the elimination of $7.1 million of loss on changes in the fair value of TLGY’s liability classified Private Placement Warrants during the twelve months ended December 31, 2025. |
Note 7 — Net Loss Per Share
Represents the net loss per share calculated using the historical weighted average shares outstanding and the issuance of additional shares in connection with the Business Combination, and other related events, assuming such additional shares were outstanding since January 1, 2025. As the Business Combination and other related events are being reflected as if they had occurred as of January 1, 2025, the calculation of weighted average shares outstanding for basic and diluted net loss per share assumes the shares issued in connection with the Business Combination and other related events have been outstanding for the entire period presented.
| For the three months ended March 31, 2026 | ||||
| Pro forma net loss | $ | (3,122,727 | ) | |
| Weighted average shares outstanding – basic and diluted | 24,029,375 | |||
| Pro forma net loss per share, basic and diluted | $ | (0.13 | ) | |
| For the year ended December 31, 2025 | ||||
| Pro forma net loss | $ | (8,698,978 | ) | |
| Weighted average shares outstanding – basic and diluted | 24,029,375 | |||
| Pro forma net loss per share, basic and diluted | $ | (0.36 | ) | |
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Weighted average shares outstanding for both basic and diluted was calculated as follows for the three months ended March 31, 2026 and the year ended December 31, 2025:
Weighted Average Shares Outstanding — Basic and Diluted
| For the year ended December 31, 2025 | ||||
| Sellers (SC Assets stockholders) | 700,000 | |||
| TLGY Public Shareholders | 96,349 | |||
| TLGY Insiders | 644,590 | |||
| Initial PIPE Investors | 9,159,293 | |||
| Additional PIPE Investors | 11,615,979 | |||
| Ethena | 1,813,164 | |||
| Total Weighted Average Shares Outstanding | 24,029,375 | |||
The following outstanding shares of StablecoinX Class A Common Stock equivalents were excluded from the computation of pro forma diluted net loss per share for the scenarios presented because including them would have had an anti-dilutive effect for the three months ended March 31, 2026 and the year ended December 31, 2025:
Anti-dilutive securities
| Assuming No Redemptions | ||||
| Public Warrants | 11,499,988 | |||
| Total | 11,499,988 | |||
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Exhibit 99.6
MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS OF STABLECOINX
Unless otherwise indicated or the context requires, references in this section to “we,” “our,” or the “Company” refer to StablecoinX Assets Inc. prior to the Business Combination and StablecoinX Inc. and its consolidated subsidiaries after giving effect to the Business Combination. This discussion and analysis provides information that management believes is relevant to an assessment of the Company’s financial condition and results of operations. This discussion and analysis should be read together with the sections of the Report entitled “Information About StablecoinX” and the Company’s financial statements and related notes thereto included elsewhere in the Report. In addition to historical financial information, this discussion and analysis contains forward-looking statements based upon current expectations that involve risks, uncertainties, and assumptions. Actual results and timing of selected events may differ materially from those anticipated as a result of various factors, including those set forth under “Risk Factors” in the final prospectus filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) on February 17, 2026, as supplemented on May 29, 2026 (the “proxy statement/prospectus”) or elsewhere in this Report.
Overview
The Company is focused on building an integrated infrastructure platform within the Ethena ecosystem. The Company’s operations are organized across three complementary business lines: (i) Infrastructure Services, (ii) Infrastructure Software, and (iii) Distribution Services, and are supported by a strategic ENA treasury position.
The Company became a publicly traded company following the closing of the Business Combination on June 25, 2026. The Company operates an integrated platform consisting of live Infrastructure Services and the ongoing development of its Infrastructure Software and Distribution Services businesses. Its Infrastructure Services business includes the operation of validator infrastructure and a decentralized verifier node (“DVN”) platform supporting cross-chain activity within the Ethena ecosystem. In parallel, the Company is advancing the development and phased commercialization of its Infrastructure Software and Distribution Services businesses, which are intended to expand the utility and institutional adoption of Ethena digital dollar products over time.
The Company’s operating model is designed to function as an integrated ecosystem in which each business line reinforces the others. Infrastructure Services provide live network participation and technical validation capabilities; Infrastructure Software is intended to provide middleware functionality that simplifies enterprise adoption of Ethena digital dollar products; and Distribution Services are intended to facilitate institutional access and capital formation related to Ethena products. The Company believes that increased adoption and usage within the Ethena ecosystem may, over time, increase activity across each of these business lines and may also be associated with changes in the market value and strategic utility of the Company’s ENA treasury holdings.
While Infrastructure Services are currently live and generating early-stage activity, Infrastructure Software and Distribution Services remain under development and are expected to be commercialized on a phased basis. There can be no assurance regarding the timing, scope, or success of commercialization of these business lines or that the Company will generate meaningful or sustainable revenue.
The Company’s ability to generate revenue and achieve profitability will depend on a number of factors, including continued growth and adoption of the Ethena ecosystem, successful deployment and scaling of its infrastructure and software products, regulatory developments applicable to digital assets and stablecoins, and broader market conditions affecting blockchain infrastructure, digital asset liquidity, and institutional participation.
Recent Developments
On June 25, 2026, the Company closed its previously announced Business Combination with TLGY and SC Assets. Pursuant to the terms of the Business Combination Agreement, on the Closing Date, (1) TLGY merged with and into SPAC Merger Sub, with TLGY continuing as the surviving company, as a result of which the holders of TLGY Ordinary Shares received one share of StablecoinX Class A Common Stock for each TLGY Class A Ordinary Share held by such shareholder, and (2) immediately thereafter, Company Merger Sub merged with and into SC Assets, with SC Assets continuing as the surviving company, as a result of which the holders of shares of SC Assets Class A Common Stock received one share of StablecoinX Class A Common Stock for each share of SC Assets Class A Common Stock held by such holder and the holders of shares of SC Assets Class B Common Stock received one share of StablecoinX Class A Common Stock and one share of StablecoinX Class B Common Stock for each share of SC Assets Class B Common Stock held by such holder. As a result of the Closing, TLGY and SC Assets became wholly-owned subsidiaries of the Company, and the Company became a publicly traded company.
Plan of Operations and Expected Revenue Sources
Following the Closing, the Company is actively operating its Infrastructure Services business and is continuing to develop its Infrastructure Software and Distribution Services businesses. The Company expects its near-term operations to be driven primarily by its live validator and DVN infrastructure, while longer-term growth is expected to be driven by commercialization of its Stablecoin Harness platform and expansion of institutional distribution activities.
Infrastructure Services (Live Operations)
The Company currently generates early-stage infrastructure revenue through its live Validator Services and DVN Services offerings.
Validator operations consist of a full-stack Ethereum validator node utilizing staked ETH collateral, which supports blockchain transaction validation, block production, and network consensus functions. The Company may expand validator operations to additional blockchain networks over time, subject to commercial opportunities and technical feasibility. The Company may also decide to scale down its Ethereum validator operations if it does not fit strategically with its mandate.
DVN operations provide cross-chain verification services for Ethena ecosystem assets using LayerZero messaging infrastructure. The Company is entitled to receive fees, paid in ENA tokens, under a DVN Services Agreement with Ethena OpCo based on aggregate cross-chain transaction volume processed through its DVN infrastructure. The Company expects DVN activity to scale with increased cross-chain usage of Ethena digital dollar products across supported blockchain networks.
Together, these infrastructure services are intended to provide scalable, usage-linked revenue streams that grow in correlation with ecosystem activity.
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Infrastructure Software (Under Development)
The Company is developing the Stablecoin Harness, a middleware software platform designed to provide a unified API layer enabling enterprises and institutions to integrate Ethena digital dollar products into payments, treasury management, liquidity operations, and related financial workflows.
The Stablecoin Harness is being developed as a phased product. The initial release is expected to include payment routing functionality and gas abstraction features, with subsequent releases expected to expand functionality to include treasury management, settlement infrastructure, liquidity optimization, reporting tools, and compliance-related capabilities.
The Company expects to monetize the Stablecoin Harness through transaction-based fees, SaaS subscription arrangements, and potentially other enterprise software pricing models. The platform is not yet commercially available, and there can be no assurance regarding timing, adoption, or future revenue generation.
The Stablecoin Harness is designed to operate in conjunction with the Company’s DVN infrastructure, enabling cross-chain verification and settlement processes. If successfully implemented, this integration is expected to increase utilization of DVN services as platform usage expands.
Distribution Services (Under Development)
The Company is developing a Distribution Services business intended to facilitate institutional adoption of Ethena digital dollar products, including USDe and USDtb.
This business may include capital formation activities, structured financing transactions, and the potential sponsorship of investment vehicles, including exchange-traded products and other pooled investment structures providing exposure to Ethena digital dollar products. These activities remain subject to regulatory approval, market conditions, and execution of definitive agreements.
The Company has entered into a Distribution Partnership Agreement with Ethena OpCo pursuant to which it may act as a non-exclusive distribution partner for Ethena digital dollar products. The Company expects to earn fees based on the volume of Ethena products acquired through distribution activities, subject to agreed pricing terms.
There can be no assurance that the Company will successfully implement its Distribution Services strategy or generate material revenues from these activities.
ENA Treasury Strategy
The Company maintains a strategic treasury position in ENA tokens intended to align its long-term economic interests with the growth of the Ethena ecosystem.
The Company expects its ENA holdings to be utilized across multiple operational functions, including supporting validator operations, securing DVN infrastructure, and potentially participating in other protocol-aligned activities as they become available. The Company may also seek to increase its ENA holdings over time, including through potential discounted acquisitions under its Collaboration Agreement with the Ethena Foundation, subject to availability and market conditions.
The Company does not currently maintain formal policies governing the sale of ENA tokens and does not intend to actively trade its ENA holdings. However, the Company may, in the future, convert portions of its ENA holdings, and fees received in ENA tokens, to cash to fund operating expenses, capital expenditures, or liquidity needs, subject to market conditions and contractual restrictions, including those forth int the Collaboration Agreement. During the term of the Collaboration Agreement, the Company and its affiliates may not (i) sell, transfer, pledge or otherwise encumber any ENA Tokens held by it or its affiliates or (ii) provide any substantially similar services to any other third party or any other crypto-based decentralized network or protocol without the consent of Ethena, or in any event, attempt to launch a token, either directly or indirectly. In addition, the Investment Committee will have authority over capital allocation decisions of StablecoinX, including the timing, size, price and frequency of purchases of ENA Token, material borrowings and any other transaction outside the normal course of StablecoinX’s business, among other things.
3
Principal Factors Affecting Our Results of Operations and Material Trends
Our results of operations and financial performance are influenced by, and are expected to continue to be influenced by, the growth and adoption of the Ethena ecosystem, demand for blockchain infrastructure and stablecoin-related services, and our ability to scale and commercialize our Infrastructure Services, Infrastructure Software, and Distribution Services businesses. Our business model is designed to generate revenue primarily through infrastructure and software services, supported by a strategic ENA treasury position that aligns our long-term interests with the Ethena ecosystem.
The Company currently operates live Infrastructure Services, including validator infrastructure and a decentralized verifier node (“DVN”) platform, and is actively developing its Infrastructure Software and Distribution Services businesses. While Infrastructure Services currently represent the Company’s only operational revenue-generating activities, future results will depend on the successful scaling of these services and the commercialization of the Company’s software and distribution initiatives.
A portion of the Company’s infrastructure strategy is linked to the continued expansion of Ethena ecosystem activity across multiple blockchain networks and increasing usage of Ethena digital dollar products, including USDe and USDtb. Growth in cross-chain activity, institutional adoption, and protocol-level transaction volume is expected to directly impact DVN utilization, validator participation opportunities, and potential software demand. However, there can be no assurance that such growth will occur at anticipated levels or at all.
The Company also expects to generate revenue from the future commercialization of its Stablecoin Harness platform, which remains under development. The Stablecoin Harness is designed to provide a unified middleware API for payments, treasury management, liquidity operations, and related financial workflows. The timing and success of commercialization will depend on development progress, customer adoption, regulatory considerations, and broader market conditions.
In addition, the Company is developing a Distribution Services business intended to facilitate institutional access to Ethena digital dollar products. This business may include capital formation activities, structured financing arrangements, and potential sponsorship of investment vehicles. These activities remain subject to regulatory approvals, market conditions, and execution of definitive arrangements, and there can be no assurance regarding timing, scale, or profitability.
The Company expects that its ENA treasury will continue to play a strategic role in supporting its operations and aligning its incentives with ecosystem growth. ENA holdings may be utilized in connection with validator and DVN operations or other protocol-aligned activities, subject to applicable network rules, governance decisions, and market conditions. The Company does not currently engage in active trading of ENA and does not expect to rely solely on token price appreciation as a source of operating revenue; however, fluctuations in the price of ENA may materially impact the Company’s financial condition and results of operations due to the size and nature of its treasury holdings.
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The primary factors that are expected to influence our results of operations and present both opportunities and risks include the following:
| ● | Price of ENA Token: The Company’s financial results are expected to be materially affected by the market price of ENA, which is historically volatile. Changes in ENA price may affect the value of the Company’s treasury holdings and any protocol-linked activities. |
| ● | Regulation: Regulatory developments affecting digital assets, stablecoins, blockchain infrastructure, and related financial services may materially impact our operations, compliance obligations, and market opportunities. |
| ● | Institutional Adoption of Ethena Products: Increased institutional adoption of USDe, USDtb, and related Ethena products may drive higher transaction volumes, cross-chain activity, and demand for infrastructure and middleware services. |
| ● | Market Perception and Ecosystem Confidence: Perceptions of the Ethena ecosystem, including confidence in its stability, governance, and adoption trajectory, may significantly influence usage levels, network activity, and ENA valuation. |
| ● | Monetary and Macroeconomic Conditions: Interest rates, inflation, liquidity conditions, and broader capital market trends may affect demand for digital assets and the Company’s ability to raise capital for infrastructure expansion and ENA accumulation. |
| ● | Technological Development and Innovation: Advances in blockchain scalability, interoperability, and security may enhance infrastructure efficiency, while protocol vulnerabilities, competing technologies, or technical failures may adversely affect adoption and network usage. |
| ● | Competition: Competition from alternative stablecoins, blockchain networks, and infrastructure providers may reduce transaction volumes, compress margins, or limit growth opportunities across validator, DVN, and software-related activities. |
| ● | Protocol and Governance Changes: Changes to Ethena protocol design, tokenomics, governance, or cross-chain architecture may materially affect infrastructure demand, DVN utilization, and the economic characteristics of ENA. |
| ● | Liquidity and Market Volatility: Limited liquidity or extreme volatility in ENA or other digital assets may impact the Company’s ability to manage its treasury, raise capital, or efficiently fund operations. |
| ● | Cybersecurity and Operational Risks: Our infrastructure relies on cloud-based and third-party systems, exposing us to risks of outages, cyberattacks, and operational disruptions. Any such events could materially affect service availability and financial performance. |
| ● | Fee Mechanisms and Protocol Economics: Future protocol-level fee mechanisms, including any potential revenue-distribution arrangements, remain uncertain in timing, structure, and regulatory viability. |
| ● | Listing and Compliance Requirements: Continued compliance with Nasdaq listing standards and SEC reporting obligations is required to maintain our public listing. Failure to meet these requirements could adversely affect liquidity, capital access, and market perception. |
| ● | Key Personnel Risk: Our ability to execute our strategy depends on retaining experienced technical and executive personnel. Loss of key individuals could impair operations and development timelines. |
| ● | Macroeconomic and Market Conditions: Broader economic instability, financial market volatility, or geopolitical events may reduce investor appetite for digital assets and negatively affect ecosystem activity. |
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| ● | Legal and Regulatory Risk: We may be subject to regulatory inquiries, litigation, or enforcement actions related to our operations or participation in the digital asset ecosystem, which could result in financial or reputational harm. |
| ● | Cost Structure and Public Company Expenses: Costs associated with operating as a public company, including compliance, legal, and advisory expenses, may impact liquidity and reduce capital available for growth initiatives. |
| ● | Ownership Structure and Governance: Following the Business Combination, the Company has a dual-class structure and Ethena holds a controlling voting interest, which may affect governance dynamics and investor perception. |
| ● | Other Risks: Additional operational, financial, regulatory, technological, and market risks—including unforeseen changes in blockchain infrastructure standards, smart contract vulnerabilities, or rapid shifts in digital asset market structure—may materially affect our results of operations. See “Risk Factors” for additional information. |
These factors are not exhaustive, and additional risks and uncertainties described in the section entitled “Risk Factors” in the proxy/statement prospectus may also materially affect the Company’s results of operations
Risks and Uncertainties Affecting Future Results
The Company operates an emerging infrastructure platform with a limited operating history in its current business configuration, which may make it difficult to accurately predict future performance. The Company’s results of operations will depend on its ability to scale its Infrastructure Services business, successfully develop and commercialize its Infrastructure Software and Distribution Services businesses, and expand participation within the Ethena ecosystem.
A significant portion of the Company’s future revenue is expected to be linked to ecosystem activity within the Ethena network, including cross-chain transaction volume and institutional adoption of Ethena digital dollar products. As a result, changes in ecosystem growth, user adoption, or underlying protocol activity may materially affect the Company’s financial performance.
The Company’s business strategy also depends on access to sufficient capital to fund operations, infrastructure expansion, and potential acquisitions of ENA tokens. While the Company may seek to raise additional capital through equity or debt financings, there can be no assurance that such financing will be available on favorable terms, or at all.
In addition, the Company’s results will be affected by a range of factors, including volatility in digital asset markets, regulatory developments, competitive dynamics, technological changes, and the Company’s ability to successfully execute its infrastructure and software roadmap. Even if the Company achieves growth in certain periods, such growth may not be sustained and could fluctuate significantly from period to period.
Results of Operations
As of the period from June 30, 2025 (inception) to December 31, 2025 and the quarter ended March 31, 2026 , the Company had limited operating history and has generated limited revenue. Following the Closing and to the extent our infrastructure software (Stablecoin Harness) and distribution services are successfully deployed, we expect that our results of operations will primarily depend on:
| ● | Revenue generated from our DVN validator nodes; and |
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| ● | Staking rewards earned through validator operations, such as our ETH validators; and | |
| ● | Revenue generated from our Stablecoin Harness; and | |
| ● | Revenue generated from our Distribution Partnership Agreement; and | |
| ● | Market performance of ENA Tokens held in the treasury. |
We anticipate that our future expenses will include fees relating to our Software License Agreement and Managed Services Agreement, investments in hardware, software, cybersecurity, and compensation to board members and management and other skilled personnel to establish and maintain our operations, as well as the costs of being a public company. Over time, the Company aims to achieve profitability through increased validator and DVN efficiency and the introduction of software and distribution service offerings.
For the period from June 30, 2025 (inception) to December 31, 2025, the Company incurred a net loss of approximately $233,000, primarily reflecting formation and general administrative expenses relating to the Business Combination.
For the quarter ended March 31, 2026, the Company incurred a net loss of approximately $407,728, primarily reflecting general administrative expenses relating to the Business Combination and research and development costs relating to the activities associated with the Company’s development of its Stablecoin Harness software.
Liquidity and Capital Resources
As of December 31, 2025, the Company had cash of $18,708 and working capital of approximately $117,250 and no material debt obligations.
As of March 31, 2026, the Company had cash of $2,782 and negative working capital of approximately $(315,353) and no material debt obligations.
The Company assesses its liquidity in terms of its ability to generate adequate amounts of cash to meet current and future needs which has been significantly enhanced by the completion of the Business Combination on June 25, 2026. Its expected primary uses of cash are for working capital requirements, operating expenses associated with the continuing development of infrastructure software, infrastructure services, distribution services, and general corporate purposes. Any future acquisitions of additional ENA Tokens would be subject to contractual rights, market conditions, and the Company’s liquidity needs at the time. Because staking or similar activities, may restrict the immediate liquidity of ENA Tokens, the Company intends to evaluate liquidity considerations on an ongoing basis but has not yet adopted formal policies governing minimum liquidity levels or unstaking procedures. The Company’s management expects that future operating losses and negative operating cash flows may increase from historical levels because of additional costs and expenses related to the business operations and the development of market and strategic relationships with other businesses.
In order to finance its growth, the Company may need to raise additional financing. If additional financing is required from outside sources, the Company may not be able to raise such capital on terms acceptable to the Company or at all. If the Company is unable to raise additional capital when desired, the Company’s business, results of operations and financial condition would be materially and adversely affected.
As a result of the above, in connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s (“FASB”) Accounting Standards Codification (“ASC”) 205-40, Presentation of Financial Statements — Going Concern,” management has determined that the Company’s liquidity condition raises substantial doubt about the Company’s ability to continue as a going concern through twelve months from the date our financial statements included elsewhere in this proxy statement/prospectus. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.
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Critical Accounting Policies and Estimates
Our audited financial statements and the accompanying notes thereto included elsewhere in this proxy statement/prospectus are prepared in accordance with GAAP. The preparation of financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, costs and expenses, and related disclosures. We base our estimates on assumptions that we believe to be reasonable under the circumstances. Actual results could differ significantly from our estimates. To the extent that there are differences between our estimates and actual results, our future financial statement presentation, financial condition, results of operations, and cash flows will be affected.
Given the limited operating history, we currently do not have any critical accounting policies. See Note 2 of the Company’s audited financial statements included elsewhere in this proxy statement/prospectus for a description of our significant accounting policies.
Off-Balance Sheet Arrangements
Other than as described elsewhere in this proxy statement/prospectus, the Company does not have any off-balance sheet arrangements that have, or are reasonably likely to have, a material effect on financial condition, changes in financial condition, revenues, expenses, results of operations, liquidity, capital expenditures, or capital resources.
Contractual Obligations
As of March 31, 2026, we do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities.
Recent Accounting Pronouncements
Refer to Note 2 of the Company’s audited financial statements included elsewhere in this proxy statement/prospectus for a discussion of recent accounting pronouncements that may impact the Company.
Emerging Growth Company Status
The Company is expected to be an emerging growth company as defined in the JOBS Act. Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to enactment until such standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards until the earlier of (i) no longer qualifying as an emerging growth company or (ii) affirmatively and irrevocably opting out. As a result, these financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.
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Filing Exhibits & Attachments
20 documentsPress Releases
- EX-99.1 AUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OF STABLECOINX AS OF AND FOR 120.4 KB
- EX-99.2 AUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OF SC ASSETS AS OF AND FOR T 172.9 KB
- EX-99.3 UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OF STABLECOINX AS OF AND F 112.1 KB
- EX-99.4 UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OF SC ASSETS AS OF AND FOR 180.1 KB
- EX-99.5 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION OF STABLECOINX AS O 291.5 KB
- EX-99.6 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERA 53.7 KB
Agreements & Contracts
- EX-10.2 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT, DATED JUNE 25, 2026, BY AND 161.9 KB
- EX-10.3 FORM OF INDEMNIFICATION AGREEMENT 94.8 KB
- EX-10.10 STABLECOINX INC. 2026 STOCK INCENTIVE PLAN 126.6 KB
- EX-10.11 FORM OF RESTRICTED STOCK UNIT AWARD NOTICE AND AGREEMENT 41.5 KB
- EX-10.12 DVN SERVICE AGREEMENT, DATED APRIL 14, 2026, BY AND BETWEEN ETHENA OPCO LTD. AND 95.8 KB
- EX-10.13 DISTRIBUTION PARTNERSHIP AGREEMENT, DATED MAY 22, 2026, BY AND BETWEEN SC ASSETS 105.3 KB
Other Documents
- EX-2.4 PLAN OF MERGER 1.2 MB
- EX-3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF STABLECOINX 49.7 KB
- EX-3.2 AMENDED AND RESTATED BYLAWS OF STABLECOINX 176.5 KB
- EX-14.1 CODE OF ETHICS 10.7 KB
- EX-101 XBRL SCHEMA FILE 3.8 KB
- EX-101 XBRL DEFINITION FILE 26.2 KB
- EX-101 XBRL LABEL FILE 36.2 KB
- EX-101 XBRL PRESENTATION FILE 24.8 KB