425: TLGY Acquisition Corp. to Take StablecoinX Public in Strategic Merger with Ethena Foundation Partnership

TLGY Acquisition Corp. has entered into a definitive business combination agreement with StableCoinX Assets Inc. to take StableCoinX Inc. public, offering investors pure-play exposure to the rapidly growing Stablecoin and decentralized finance ecosystem through a strategic collaboration with Ethena.

Summary

• TLGY Acquisition Corp. (TLGY) and StableCoinX Assets Inc. (SC Assets) have entered into a business combination agreement to form StableCoinX Inc. (Pubco), which will become a Nasdaq-listed public company.
• StablecoinX is positioned as a digital asset treasury vehicle focused on the Ethena ecosystem, aiming to provide investors with exposure to Stablecoins, tokenization, and DeFi.
• Ethena is a leading DeFi protocol, issuing USDe, the third-largest digital dollar behind Tether and Circle, and USDtb, the eighth-largest Stablecoin, primarily backed by BlackRock's BUIDL tokenized money market fund.
• Ethena achieved $100 million in revenue in just 251 days, making it the second-fastest protocol to reach this milestone, and USDe reached $5 billion in supply in crypto history faster than any other asset.
• The global Stablecoin market is projected to grow from a $265 billion total addressable market (TAM) to $1.9 trillion by 2030, representing a 45% compounded annual growth rate (CAGR).
• StablecoinX will acquire locked ENA, Ethena's governance token, at a discount to spot trading prices through a long-term collaboration agreement with the Ethena Foundation.
• The company plans to organically grow ENA per share by operating validator nodes for the upcoming Converge Network, staking ENA, and executing marketing initiatives.
• A Private Investment in Public Equity (PIPE) commitment of over $360 million was secured, with more than $260 million in cash, which will be used to acquire locked ENA tokens immediately.
• StablecoinX is expected to launch with approximately 1.7 billion ENA tokens, valued at over $800 million based on ENA's current price of $0.50.
• The deal represents an attractive valuation of 0.76 times net asset value (mNAV) at $10 per share, with a 1x mNAV estimated at approximately $13 per share.
• TLGY's sponsors are forfeiting 70% of their founder shares and 100% of private warrants in exchange for long-term earnouts tied to StablecoinX's business objectives, aligning interests with shareholders.

Sentiment

Score: 9

Explanation: The filing presents an overwhelmingly positive outlook, emphasizing significant market growth, Ethena's strong performance and strategic positioning, a substantial capital raise, and a unique, accretive business model for StablecoinX. The tone is highly optimistic, focusing on future opportunities and value creation.

Positives

• Ethena is a leading DeFi protocol with USDe as the third-largest digital dollar and USDtb as the eighth-largest Stablecoin, demonstrating strong market penetration.
• Ethena achieved rapid growth, becoming the second-fastest protocol to reach $100 million in revenue (251 days) and USDe was the fastest asset to reach $5 billion in supply.
• The Stablecoin market is projected for significant growth, from $265 billion to $1.9 trillion by 2030, indicating a substantial long-term investment opportunity.
• Yield-bearing Stablecoins are expected to grow from 3% to potentially 50% of the market share, representing a $950 billion opportunity by 2030.
• StablecoinX will acquire ENA tokens at a discount to market prices, designed to accretively grow ENA per share even during bear markets.
• The company plans to generate validator income by operating nodes for Ethena's ecosystem, allowing for organic growth of ENA per share without shareholder dilution.
• A substantial PIPE commitment of over $360 million provides significant capital for immediate ENA token acquisition and ensures the company launches with scale.
• TLGY's sponsors are forfeiting a significant portion of their founder shares and private warrants for earnouts, demonstrating strong alignment with long-term shareholder value.
• The transaction offers an attractive valuation at 0.76 mNAV at $10 per share, with a 1x mNAV at approximately $13 per share, above TLGY's last reported trust value.
• Ethena's partnerships with BlackRock's tokenization partner Securitize and Telegram (over a billion users) provide significant distribution and institutional onboarding opportunities.

Risks

• The proposed Business Combination may not be completed in a timely manner or at all, which could adversely affect the price of TLGY's securities.
• Failure by the parties to satisfy the conditions to the consummation of the proposed Business Combination, including shareholder approval and Nasdaq listing, could occur.
• The anticipated benefits of the proposed Business Combination may not be fully realized.
• High levels of redemptions by TLGY's public shareholders could reduce the public float and liquidity of Pubco's shares, potentially impacting its listing ability.
• The insufficiency of the third-party fairness opinion for TLGY's board of directors in determining whether to pursue the Business Combination.
• Pubco may fail to obtain or maintain the listing of its securities on any securities exchange after the closing of the proposed Business Combination.
• Regulatory delays or impediments, or changes in ENA Token prices, could affect the ability of TLGY, SC Assets, and Pubco to consummate the Business Combination.
• Pubco's stock price is expected to be highly correlated to the volatile price of ENA Token, which may decrease between signing and closing or at any time after closing.
• Increased competition in the industries in which Pubco will operate could negatively impact its performance.
• Significant legal, commercial, regulatory, and technical uncertainty surrounds ENA Token and crypto assets, including their treatment for U.S. and foreign tax purposes.
• Pubco may experience difficulties managing its growth and expanding operations after the consummation of the proposed Business Combination.
• Challenges may arise in launching and growing Pubco's ENA Token treasury advisory and services in digital marketing and strategy.
• Implementation of Pubco's business plan could face operational challenges, significant competition, and regulatory hurdles.
• Pubco could be considered a shell company by a stock exchange or the SEC, which may impact its ability to list securities or restrict reliance on certain rules for offering/sale of securities.
• The outcome of any potential legal proceedings instituted against Pubco, SC Assets, TLGY, or others following the announcement of the proposed Business Combination.

Future Outlook

StablecoinX is expected to become a Nasdaq-listed company, providing pure-play exposure to the growth of Stablecoins and other digital dollars. The company plans to acquire locked ENA tokens at a discount and organically grow ENA per share through validator operations and ecosystem contributions. The Stablecoin market is projected to reach $1.9 trillion by 2030, with yield-bearing Stablecoins potentially capturing a $950 billion share. Ethena is launching a purpose-built settlement layer for tokenized assets in late 2025, which is expected to drive substantial demand for USDe and USDtb and onboard institutional capital. StablecoinX aims to leverage Ethena's growth and ecosystem expansion for long-term value creation for shareholders.

Management Comments

• Young Cho (CEO of TLGY and SC Assets) stated, "We are thrilled to share with you today that we have entered into a definitive agreement with a business transaction that will enable shareholders to participate in the burgeoning world of Stablecoins and decentralized finance through a digital asset treasury vehicle called StablecoinX, Inc."
• Young Cho highlighted, "We expect the company to be the only other U.S. listed public company to provide a pure-play exposure to the growth of Stablecoins and other digital dollars besides Circle and the first pure-play treasury company in the Ethena Stablecoin vertical."
• Guy Young (Founder and CEO of Ethena) emphasized, "Ethena is responsible for the issuance of USDE, which... has become the third largest digital dollar behind only USDte and USDC, issued by Tether and Circle."
• Guy Young noted, "Ethena was also the second fastest protocol ever in crypto to reach $100 million of revenue, and we've reached that milestone in just 251 days."
• Ted Chen (Managing Member of TLGY's current sponsor) stated, "Our investment thesis for StablecoinX is built on two fundamental pillars. First, ENA, Ethena's governance token, is the exclusive gateway to gain exposure to Ethena... Second, by owning ENA as a treasury strategy, StablecoinX is expected to be the second pure play company after Circle to provide shareholders with a unique opportunity to gain exposure to the growth in Stablecoins."
• Ted Chen explained, "StablecoinX, through its partnership with Ethena, will differ in that it will continue to have the opportunity to pursue discounted locked token transactions that are still accretive to shareholders even below 1x mNAV."

Industry Context

The announcement positions StablecoinX at the forefront of the 'Stablecoins supercycle,' characterized by significant growth and increasing adoption. It aligns with the emerging favorable regulatory environment for Stablecoins and the aggressive push by major financial institutions (Stripe, Apple, J.P. Morgan) to leverage them for replacing outdated financial infrastructure. The filing emphasizes the strategic importance of Stablecoins to the U.S. government in maintaining the dollar's global reserve currency status and highlights their transformative power in making money open, instant, frictionless, and borderless, rivaling traditional payment networks like Visa and PayPal in transaction volume. The focus on yield-bearing Stablecoins and tokenized assets also reflects a broader industry trend towards more sophisticated digital asset products and institutional integration.

Comparison to Industry Standards

• Ethena's USDe is the third-largest digital dollar, positioning it directly behind industry leaders Tether (USDT) and Circle (USDC).
• Ethena's USDtb is the eighth-largest Stablecoin and the largest holder of BlackRock's BUIDL token, demonstrating a unique and significant position in the tokenized money market fund space.
• Ethena's rapid revenue growth (second fastest protocol to reach $100 million in 251 days) places it ahead of many established DeFi protocols.
• Stablecoin transaction volume ($33 trillion over 12 months as of May 31, 2025) is compared to and rivals Visa's network and significantly surpasses PayPal's, highlighting the rapid adoption and utility of Stablecoins.
• StablecoinX is expected to be the only other U.S. listed public company besides Circle to provide pure-play exposure to Stablecoin growth, and the first pure-play treasury company in the Ethena Stablecoin vertical.
• The projected 45% compounded annual growth rate (CAGR) for the Stablecoin market to $1.9 trillion by 2030 is considered reasonable when compared to the 115% CAGR witnessed over the past five years, indicating sustainable growth potential.
• J.P. Morgan's projection that yield-bearing Stablecoins could grow from 6% to as much as 50% of the market share highlights a massive potential increase compared to current industry composition.

Corporate Governance

Stakeholder Impact

• Shareholders of TLGY and StablecoinX will gain exposure to the high-growth Stablecoin and digital asset ecosystem.
• Shareholders are expected to benefit from the accretive growth of ENA per share due to discounted token acquisitions and organic accumulation.
• PIPE investors will receive a floating number of shares at closing, designed to maintain a fixed mNAV for existing public shareholders of TLGY.
• The Ethena Foundation benefits from a long-term collaboration agreement and liquidity for its ENA tokens.
• The broader Ethena ecosystem stakeholders will benefit from StablecoinX's active contributions, including validator operations, marketing, and institutional outreach, driving broader adoption of Ethena's products.

Next Steps

• Pubco intends to file a registration statement on Form S-4 with the SEC, including a preliminary proxy statement of TLGY and a preliminary prospectus of Pubco.
• After the Registration Statement is declared effective, TLGY will mail the definitive proxy statement/prospectus relating to the Business Combination to its shareholders.
• TLGY's shareholders will vote on the Business Combination at an Extraordinary General Meeting.
• Engaging with potential shareholders and Ethena ecosystem stakeholders over the next few months.
• Bringing StablecoinX to the public markets.

Key Dates

Recommendation

The filing outlines a highly compelling investment opportunity in the rapidly expanding Stablecoin and digital asset market. StablecoinX offers unique, pure-play exposure to Ethena, a leading and fast-growing DeFi protocol with significant market share and revenue generation. The strategic partnership with Ethena, including discounted ENA token acquisition and organic growth mechanisms, presents a robust pathway for value creation. The substantial PIPE funding and strong sponsor alignment further de-risk the transaction. Given the projected market growth, Ethena's proven traction, and the attractive valuation presented, this business combination appears poised for significant upside potential for investors.

Keywords

Stablecoin, DeFi, Ethena, USDe, USDtb, Tokenization, Digital Assets, SPAC, Cryptocurrency, Blockchain, Nasdaq, BlackRock, BUIDL, Treasury, Governance Token, ENA, Business Combination