In-depth Analysis of StablecoinX: How the Ethena Ecosystem Plans to Land on Nasdaq via de-SPAC?

Author: @bruce_aiweb3

With the recent historic supply of Ethena's synthetic dollar stablecoin USDe surpassing $10 billion, a key question arises: how should public market investors participate in and share the rapidly growing ecological value? StablecoinX—a newly funded, publicly listed crypto asset treasury strategy company—might be the answer. Its positioning is very clear: to become a transparent and compliant entry point into the Ethena ecosystem. The following will detail the De-SPAC (Special Purpose Acquisition Company reverse merger) transaction structure and elements that facilitate this.

1. The Path to Listing: The Past and Present of SPACs

StablecoinX's predecessor listing path began in 2021 when TLGY Acquisition Corp. (NASDAQ: TLGYF) raised $230 million through an IPO. The company originally planned to merge with bioplastic company Verde Bioresins, but that transaction was terminated in March 2024, leading to approximately $200 million being redeemed by investors. In June 2024, the Carnegie Park Capital (CPC) sponsor team took control, and the SPAC strategy shifted towards the Ethena ecosystem.

2. Transaction Architects: An Elite Combination of Crypto and SPAC

• Jin-Goon Kim: Chairman of TLGYF, with twenty years of experience in finance, previously a partner at TPG Capital, and served as the turnaround CEO for listed companies like Li Ning and China Guanghui Automotive, providing key SPAC leadership for the transaction.

• Young Cho: CEO of StablecoinX, former CFO of Hedera Hashgraph and Celsius, CIO of Abra, and served as CFO of a NASDAQ SPAC, possessing rich experience in crypto operations and mergers.

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• Edward Chen: Founder of CPC, previously led SPAC investment strategies at Water Island Capital, Jefferies, and Citigroup, overseeing execution after sponsor restructuring.

3. Detailed Explanation of the $360 Million PIPE Financing and Unlock Mechanism

This transaction is supported by a $360 million PIPE (Private Investment in Public Equity), aimed at strategically accumulating $ENA tokens.

• Financing Composition:

• Approximately $260 million in cash, purchasing 1.23 billion locked $ENA from Ethena Foundation's subsidiary (Ethena OpCo) at an average price of about $0.21;

• Approximately $100 million in discounted $ENA, including a $60 million investment from the Ethena Foundation.

• Leading Institutions: Dragonfly, Ribbit Capital, Blockchain.com, Pantera Capital, ParaFi Capital, Haun Ventures, Polychain Capital, Galaxy Digital.

• Unlock Plan for Locked $ENA:

• 48-month lock-up period;

• 25% unlock after 12 months of delivery, with the remaining 75% unlocking in equal monthly installments over the following 36 months.

4. Governance and Equity Structure: Ethena Holds Dominance

• Class A Shares (PIPE Investors): No voting rights, priced at $10.00 per share.

• Class B Shares (Ethena Foundation): Voting rights, holding a majority of voting power after transaction delivery.

5. de-SPAC Transaction Mechanism: Building the Public Company Entity

1. The original SPAC (TLGYF) merges into "SPAC Merger Sub," which continues to exist;

2. "Company Merger Sub" merges into the operating company (StablecoinX Assets Inc., referred to as "SC Assets"), which continues to exist;

3. Both surviving companies become wholly-owned subsidiaries of the final public entity StablecoinX Inc..

6. Business Strategy: A Self-Reinforcing "Value Flywheel"

StablecoinX's strategic closed loop includes:

1. Public market equity financing;

2. Systematic accumulation of $ENA;

3. Asset appreciation through staking and protocol revenue;

4. Driving $ENA price increases through market advocacy;

5. Enhancing company valuation and the value of $ENA per share.

7. Valuation and Market Indicators

• Issue Pricing: Shares issued to PIPE investors are priced at $10.00 per share, but the actual number of shares issued will not be fixed and will fluctuate based on the price performance of $ENA tokens from the announcement date to the transaction delivery date.

• Expected Issuance Scale: Based on the current price of approximately $0.84 for $ENA, PIPE investors are expected to receive about 101 million shares.

• Total Share Capital Post-Delivery: Including SPAC shares, the total number of shares post-delivery is expected to be about 1.04 billion.

• Market Cap Assumption: Current share price is $13.80, with a fully diluted market cap of approximately $1.43 billion, corresponding to the treasury holding 1.7 billion $ENA (valued at approximately $1.43 billion);

• mNAV (Market Cap to Digital Asset Value Ratio): Approximately 1×, significantly lower than MicroStrategy (1.5×) and BitMine Immersion (1.9×), indicating valuation discount potential.

8. Underlying Engine: Ethena's Growth and Institutional Integration

• USDe Supply: Surged to $10 billion within a year;

• Protocol Revenue: Accumulated $323.4 million over the past 365 days;

• Capital Efficiency: Processed over $18 billion in minting/redemption, returning over $450 million in profits to sUSDe holders;

• Price-to-Sales Ratio (P/S): Circulating P/S ratio of 7.4× (peak 16×), fully diluted P/S ratio of 20.8×, reflecting high growth expectations;

• Institutional Partnerships: Integrated with Coinbase and established federal compliance custody services with Anchorage Digital.

9. Ethena's Core Team and Top Supporters

• Founder Guy Young: Former investment manager at Cerberus Capital Management, with over 6 years of investment experience.

• Investment Lineup: Dragonfly, Galaxy Digital, Pantera, Franklin Templeton, Arthur Hayes, Kain Warwick, etc., with cumulative financing exceeding $136.5 million.

10. Outlook and Risk Analysis

• Transaction Progress: Expected to complete in Q4 2025, with transaction code USDE listed on NASDAQ.

• Scenario Analysis:

• Optimistic Scenario: The value flywheel operates smoothly, and the stock price gains significant digital asset premiums;

• Baseline Scenario: The stock price reflects the fair value of held assets steadily, or with a slight premium;

• Pessimistic Scenario: Macro or protocol risks drag down the stock price, resulting in a discount state.

• Risk Considerations:

• Transaction Risk: The de-SPAC process may face delays and failures;

• Market Risk: $ENA price volatility;

• Protocol Risk: Leverage and smart contract vulnerabilities;

• Regulatory Risk: Evolving global digital asset regulations.

Disclaimer: This article is for informational sharing and analysis only and does not constitute any investment advice. Please do your own research (DYOR).