Can StablecoinX sell its ENA now that the lock-ups are gone?

StablecoinX can sell its ENA only with the Ethena Foundation's consent, even though the lock-ups covered by the waiver ended on October 5, 2026. ENA is the governance token of the Ethena protocol, and the company holds it as its treasury. A waiver letter that Ethena OpCo and the Foundation signed on September 14 released every lock-up that agreements with them placed on that ENA, from October 5. That included the 48-month schedule in the two agreements under which Ethena OpCo sold the company most of its ENA.

The letter keeps the Foundation's consent right and gives that consent in advance to funding sales, which pay for activities the letter treats as adding value to the Ethena ecosystem. The company must first give notice. The consent then takes effect after five business days, or sooner if the Foundation lets the sale go ahead, unless the Foundation elects to buy the tokens itself or asks to discuss the sale. A sale also needs a majority of the company's investment committee, on which the Foundation names one of three members. A disposal that would change the nature of the company's operations also needs a majority of the Class B votes, which the 10-Q says Ethena and its affiliates control.

The schedule the waiver ended still had years to run. On October 4, the day before the waiver took effect, 1,558,343,021 ENA bought under the two agreements were still locked. That was 51.4% of the 3,029,000,000 ENA this site's dashboard carries as reported holdings. The old schedule would have released them in monthly steps until July and September 2029.

On the StablecoinX dashboard the waiver took the unlocked share of reported ENA from 48.6% on October 2 to 100% on October 5. Unlocked token NAV per share, the unlocked ENA at that day's ENA price divided by Class A shares, rose from $14.82 to $30.28. USDE, the company's Nasdaq stock, closed at $14.15 on October 2 and $14.96 on October 5. Its close divided by unlocked token NAV per share, which the dashboard calls unlocked mNAV, fell from 0.955× to 0.494×. The price moves alone would have lifted it to 1.02×.

The filings also show that before the waiver the dashboard counted as unlocked some ENA that they describe as locked or restricted.

The waiver released 1.56 billion ENA locked until as late as 2029

Two purchases from Ethena OpCo account for 2,146,228,863.59 of the company's ENA. The private placement that funded StablecoinX before its June 25, 2026 merger with TLGY Acquisition Corp. took subscriptions in two rounds, in July and September 2025. This review calls them the July and September placements. Investors' cash bought discounted ENA from Ethena OpCo in the same months, at $0.21056 a token in July and $0.29 in September. Some investors also paid in kind, delivering ENA with or instead of cash. Each purchase was made under a token purchase agreement that the merger's proxy statement and prospectus of February 17, 2026 reprints as Annexes H-1 and H-2. This review calls that document the merger prospectus, and uses Ethena alone for Ethena OpCo, the Foundation or one of their affiliates.

Clause 7 of each agreement barred the buyer from selling, transferring or encumbering the tokens for 48 months. A quarter of them unlocked 12 months after the purchase completed and the rest in 36 equal monthly installments, so the last tokens would unlock 48 months after completion. Clause 4.1 called for completion within two calendar days of signing unless the parties agreed otherwise. The merger prospectus's pro forma notes say both purchases were completed by the end of the month in which they were signed. The same document's summary dates the July schedule from July 21, 2025 or shortly after, and the September schedule from September 5, 2025.

The five counts come from the merger prospectus's pro forma notes, and the 10-Q gives the same count for the contribution. The 10-Q's counts for the July and September placements are 2,536.45 and 0.40 ENA lower than the sums of the matching rows. The dashboard carries the 3,029 million that the merger press release gave as an approximate figure.

By October 4, the last day before the waiver took effect, 29.2% of the July purchase and 25% of the September purchase had unlocked. That left 1,558,343,021 ENA locked, and the count is the same for any completion date the filings allow. The schedule would have released another 25,664,313 ENA a month from the July purchase and 19,048,788 a month from the September one, with the last steps in July and September 2029.

The waiver also reaches beyond the two purchase agreements. It releases every lock-up arising under an agreement that Ethena OpCo, the Foundation or one of their affiliates is party to or benefits from. Its list of such agreements, which it calls non-exhaustive, names the contribution agreement, and the placement agreements where an Ethena party signed them or benefits from them. Restrictions under an agreement with no Ethena party fall outside it, and the filings reviewed here do not say which agreements imposed the restrictions on the July in-kind tokens. The company's 8-K describes the waiver more broadly, as ending all lock-ups on its ENA, without that limit.

The date matches one the Foundation had already set. On August 27 the Foundation said it had accelerated all remaining original investor unlocks so that no investor tokens would remain subject to lock-up from October 5, 2026. The company's prospectus of September 14 noted that this did not change the lock-ups on the company's own tokens unless the agreements were amended. The waiver letter, also dated September 14, released those lock-ups. The 8-K that disclosed it says its effective date aligns with the release date the Foundation had announced for other holders.

A sale still needs the Foundation's consent and the company's own approvals

The letter released the lock-ups and nothing else. In clause 6.1(ii) the company acknowledges that the waiver gives it "no right, discretion or autonomy to deal in ENA". Each step below applies after October 5. Some come from earlier agreements, and the letter sets the rest.

The letter's examples of funding sales are acquisitions and other strategic investments, new products, and buybacks under a Rule 10b5-1 trading plan the Foundation has approved. Working capital also counts, under a board-approved 12-month budget net of other cash. The advance consent covers only the sale, and under clause 5.13 the activity it funds may need approvals of its own.

The Collaboration Agreement is Annex E to the merger prospectus. Its initial term runs to July 21, 2030 and renews each year unless the Foundation gives notice. Its survival clause lists section 4.2(b), the consent right, among the terms that outlast the agreement. In clause 6.1(ii) of the letter the company also promises not to sell ENA without the Foundation's consent, a promise with no end date. The parties may amend or end the letter, but clause 3.3 makes the release of the lock-ups permanent. The DVN services agreement was filed with the company's 8-K of July 2, 2026. Either side may end it on 60 days' notice, and the staked ENA then stays committed through a transition of at least 90 days unless Ethena waives it.

The letter counts business days as weekdays that are not public holidays in the British Virgin Islands. A notice received on a Monday clears at the end of the following Monday if no such holiday falls in between.

Two terms in the signed letter are still in square brackets. Clause 5.5(b) gives two bracketed prices for a Foundation purchase, the company's stated minimum or the terms of a third-party offer the company has disclosed. Clause 5.7 lets average-price sales on an exchange or through an agent go ahead without a new notice if the average is no more than a bracketed 5% below the company's minimum. The 8-K describes the Foundation's purchase as being at the proposed price and does not mention the discussion route, the 60-day limit or the staking minimum.

On the dashboard unlocked mNAV fell from 0.955× to 0.494×

The waiver changed only the dashboard's unlocked figures. Token NAV, reported ENA times the ENA price, already counted every reported token, and so did mNAV, the share price divided by token NAV per share. On October 8 the dashboard's lock-up panel read 100.0%, and from October 5 the unlocked columns in its public dataset repeat token NAV per share and mNAV.

Each row prices ENA at CoinGecko's 00:00 UTC value for its date, about 20 hours before the stock's close.

Between the October 2 and October 5 rows the stock's 5.7% rise and ENA's 0.8% fall would on their own have lifted unlocked mNAV from 0.955× to 1.02×. The waiver multiplied unlocked ENA by 2.06, which took unlocked mNAV to 0.494×. The 1.02× assumes no tokens unlocked between October 2 and October 5, which holds on the dashboard's dates. On the September 5 start in the merger prospectus's summary, a monthly step of 19,048,788 ENA would have fallen due on October 5 itself. Without the waiver, unlocked mNAV that day would then have been 1.00×, and the waiver multiplied unlocked ENA by 2.03 rather than 2.06.

Unlocked on the dashboard has always meant free of a lock-up. From the June 25 merger, when section 4.2 of the Collaboration Agreement began to apply, unlocked tokens also needed the Foundation's consent to be sold.

Before October 5 the dashboard counted some locked ENA as unlocked

The dashboard modeled the schedules in the two purchase agreements and counted the 882,771,136 ENA outside them as unlocked from the June 26 listing. The filings describe two parts of that group differently. The 10-Q says the 284,954,407 ENA contributed by Ethena were locked at June 30, 2026 and would unlock over a period of up to 48 months. The merger prospectus's pro forma notes say the 173,869,935 ENA paid in kind under the July placement carried transfer restrictions of zero to 36 months. The July placement's subscription form, Annex G-1 to the merger prospectus, listed such tokens by the month they would unlock, from August 2025 to July 2028. No filing reviewed here gives the split by month or a schedule for the contribution.

The two parts come to 458,824,342 ENA, or 15.1% of reported holdings. If none of them had unlocked by October 2, the unlocked count that day would have been 1,011,832,637, or 33.4%, against the dashboard's 1,470,656,979. Unlocked mNAV would then have been 1.39× against the dashboard's 0.955×. That figure is an upper limit, since some of those tokens may have unlocked before October 2.

The dashboard also put both purchases on the last day of their month, the latest dates the pro forma notes allow. On the summary's earlier dates the first quarter of each purchase's tokens would have unlocked up to 25 days before the dashboard showed it. The October 2 count is the same on either set of dates.

Since the waiver none of this changes a current figure. It changes how to read the unlocked history from June 26 to October 2. At publication, we relabeled that tranche to flag the historical assumption and added a methodology note. The archived unlocked series remains a model, not a verified count; the missing schedules do not support a single corrected historical figure.

The letter bars announcements, and the next balance sheet predates the waiver

Clause 5.11 bars both sides from announcing a funding sale or a Foundation purchase unless law or exchange rules require it, and notices and discussions under the letter are confidential. No filing made between the letter's signing and October 8 reported a funding notice, a sale or a buyback plan, and under clause 5.11 that silence says little. Form 8-K separately requires a report within four business days when a company completes a disposition of a significant amount of assets outside the ordinary course of business. The form's instructions treat a disposition as significant when the amount received, or the assets' book value, exceeds 10% of total assets. That test is a calculation. Whether a sale of treasury ENA falls outside the ordinary course is for the company to judge.

The dashboard's ENA figure is the 3,029 million the company reported at the June 25 merger. The company's next quarterly report covers the three months to September 30, so its balance sheet will predate the waiver by five days. The company marks itself a non-accelerated filer on its 10-Q cover, the SEC category with the most time to file, so the Form 10-Q instructions give it 45 days, assuming that status is unchanged and it files without an extension. The 45th day is Saturday, November 14, so SEC rules move the deadline to Monday, November 16. The first regularly scheduled quarter-end balance sheet after the waiver will be at December 31, in the annual report for 2026. The company could disclose a sale or an updated balance sooner.

This review reads filed contracts and checks no wallet

This review reads the contracts as filed. Its readings are not legal advice, and the company may read the bracketed terms differently. The ENA counts are reported or contractual figures. This review checked no wallet balance, and the filings reviewed here give no wallet addresses for the treasury.

Pro forma notes written before the merger closed describe the September in-kind tokens as unrestricted, and no later filing reviewed here says whether they carry restrictions.

The multiples use the dashboard's ENA price from about 20 hours before each close, and a price taken at the close would move each multiple slightly.

Reproduce the numbers

The rows come from two dated snapshots of the dashboard's dataset. One was generated at 00:59 UTC on October 5, the last before the dashboard added an October 5 row, and one at 01:01 UTC on October 8. Their October 2 rows are identical. Both are in the calculation files with the dashboard's tranche file. The main script rebuilds the dashboard's unlocked columns on every row of both snapshots from the schedule and stops if a row differs. USDE closes match S&P Global's as published by StockAnalysis, and ENA prices match CoinGecko's at 00:00 UTC. Download the old schedule, the dashboard rows, or the calculation files and source inputs.

unlocked fraction            = 0.25 + 0.75 × monthly steps ÷ 36,
                               from the 12-month anniversary of each purchase
unlocked token NAV per share = unlocked ENA × ENA price ÷ Class A shares
unlocked mNAV                = USDE close ÷ unlocked token NAV per share

The methodology page defines token NAV and mNAV, and the mNAV guide explains what the multiple leaves out. The September review first summarized the waiver letter.

Analysis of public filings and market data. Not investment advice.