Item 1.01 Entry into a Material Definitive Agreement. On September 14, 2026, StablecoinX Inc. (the “Company”) and its subsidiary, StablecoinX Assets Inc. (“SC Assets”) entered into a Waiver Letter (the “Waiver Letter”) with Ethena OpCo Ltd. (“Ethena OpCo”) and the Ethena Foundation (the “Foundation,” and together with Ethena OpCo, the “Ethena Parties”).…
StablecoinX Inc. (Nasdaq: USDE) is a publicly traded company offering investors exposure to the stablecoin economy through its strategic focus on the Ethena ecosystem, one of the world’s largest issuers of digital dollars. The Company operates across infrastructure services, infrastructure software, and distribution services, each purpose-built to advance and scale the Ethena ecosystem. As stablecoins increasingly serve as foundational infrastructure for global payments, decentralized finance, and digital capital markets, StablecoinX combines the accessibility of a public listing with direct participation in one of the fastest-growing segments of global finance.
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Item 1.01Item 1.01 - Entry into Material Agreement
Item 1.01 Entry into a Material Definitive Agreement.
On September 14, 2026, StablecoinX Inc. (the “Company”)
and its subsidiary, StablecoinX Assets Inc. (“SC Assets”) entered into a Waiver Letter (the “Waiver Letter”)
with Ethena OpCo Ltd. (“Ethena OpCo”) and the Ethena Foundation (the “Foundation,” and together with Ethena OpCo,
the “Ethena Parties”).
Pursuant to the Waiver Letter, the Ethena Parties
agreed, effective as of October 5, 2026 (the “Waiver Effective Date”), to permanently waive, release and terminate all lock-up,
vesting and unlocking restrictions (collectively, the “Lock-Ups”) applicable to the ENA tokens held by, or deliverable to,
the Company and its subsidiaries (the “Subject ENA Tokens”), including the 48-month contractual lock-up pursuant to the terms
of those certain token purchase agreements applicable to the Subject ENA Tokens purchased by the Company as part of the PIPE in connection
with its business combination with TLGY Acquisition Corporation. The Waiver Effective Date aligns with the lock-up release date that the Foundation already announced for other ENA
token holders.
The Waiver Letter also establishes a framework
for the Company to sell ENA tokens to fund working capital and strategic requirements in connection with activities that are value-accretive
to the Ethena ecosystem (each, a “Funding Sale”). To effect a Funding Sale, the Company must provide the Foundation with
not less than five (5) business days’ prior written notice, during which the Foundation may elect to acquire all or any portion
of the ENA at the proposed price, with the Company permitted to proceed if the Foundation does not respond or exercise such right within
the notice period.
Notwithstanding the foregoing, any sale, transfer
or other disposition of ENA by the Company will continue to require the prior written consent (which shall not be unreasonably withheld)
of the Foundation under Section 4.2(b) of the Amended and Restated Collaboration Agreement, dated September 5, 2025, by and among the
Company, SC Assets and the Ethena Parties (the “Collaboration Agreement”). Furthermore, the waiver does not affect any restriction
arising under applicable law or regulation, or the Company’s other obligations under the Collaboration Agreement.
The foregoing description of the Waiver Letter
does not purport to be complete and is qualified in its entirety by reference to Waiver Letter, a copy of which is filed as Exhibit 10.1
hereto and is incorporated herein by reference.