Ropes & Gray Advised Ethena Foundation in Connection with de SPAC Transaction of TLGY and StableCoinX, Creating a Dedicated Crypto Treasury Company

Ropes & Gray represented the Ethena Foundation in connection with a de SPAC transaction creating a dedicated crypto treasury company. StableCoinX Assets Inc, (StableCoinX Assets), a newly-formed validator and infrastructure business supporting the Ethena ecosystem, has entered in a business combination agreement with TLGY Acquisition Corp (TLGY), a special purpose acquisition company. The combined parties will be called StableCoinX Inc. (StableCoinX) and will seek to have StableCoinX’s Class A common shares listed on Nasdaq under the ticker symbol “USDE.” The transaction, announced on July 21, is expected to close in the fourth quarter of 2025 subject to shareholder approval, StableCoinX’s successful listing on Nasdaq, and other customary closing conditions.

To support the transaction, TLGY and StableCoinX Assets have entered into binding agreements for approximately $360 million private investment in public equity (PIPE) anchored by a $60 million contribution in ENA tokens from the Ethena Foundation and additional capital commitments from leading investors. Further, the Ethena Foundation and StableCoinX entered into a multi-year collaboration agreement, governing the continued partnership between the parties in this dedicated ENA token treasury company. The Ethena Foundation will also initiate a token buyback program.

The proceeds from the PIPE are expected to support a multi-year treasury strategy to build a reserve of ENA tokens, the Ethena protocol’s native token. Ethena is the third-largest issuer of digital dollars on-chain, after Tether and Circle.

The Ropes & Gray team was led by capital markets partner and co-lead of the firm’s crypto and blockchain task force Christopher Capuzzi, mergers & acquisitions partner Jackie Cohen, capital markets associate Phil Wu and mergers & acquisitions associate Chris Armistead.