{"url_path":"/sec/usde/8-k/2026-07-02/item-2-01","section_key":"item-2-01","section_title":"Item 2.01 (f) of Form 8-K states that if the predecessor registrant was a “shell company” (as such term is defined in Rule 12b-2","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-02","source_url":"https://www.sec.gov/Archives/edgar/data/2080215/0001213900-26-074559-index.html","accession_number":"0001213900-26-074559","cik":"0002080215","ticker":"USDE","issuer_name":"StableCoinX Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/2080215/0001213900-26-074559-index.html","primary_entity_key":"0002080215","primary_entity_name":"StableCoinX Inc."},"word_count":10620,"has_tables":true,"body_markdown":"** **\n\nItem\n2.01(f) of Form 8-K states that if the predecessor registrant was a “shell company” (as such term is defined in Rule 12b-2\nunder the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), as TLGY was immediately before the Business\nCombination, then the registrant must disclose the information that would be required if the registrant were filing a general form for\nregistration of securities on Form 10. As a result of the consummation of the Business Combination, and as discussed below in Item 5.06\nof this Current Report, TLGY has ceased to be a shell company. Accordingly, StablecoinX is providing the information below that would\nbe included in a Form 10 if StablecoinX were to file a Form 10. Please note that the information provided below relates to StablecoinX\nas the combined company after the consummation of the Business Combination, unless otherwise specifically indicated or the context otherwise\nrequires.\n\n \n\nForward-Looking\nStatements\n\n** **\n\nThis\nCurrent Report on Form 8-K contains certain forward-looking statements within the meaning of the U.S. federal securities laws, including\nexpectations, intentions, plans, prospects regarding TLGY, StablecoinX and the Business Combination and statements regarding the commencement\nof trading on Nasdaq and StablecoinX’s vision and business strategy. These forward-looking statements are generally identified\nby the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,”\n“strategy,” “future,” “opportunity,” “potential,” “plan,” “may,”\n“should,” “will,” “would,” “will be,” “will continue,” “will likely\nresult,” and similar expressions. Forward-looking statements are predictions, projections and other statements about future events\nor conditions that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors\ncould cause actual future events to differ materially from the forward-looking statements in this Current Report, including, but not\nlimited to, the failure of StablecoinX to maintain the listing of its shares of Class A Common Stock; costs related to the Business Combination\nand as a result of becoming a public company; changes in business, market, financial, political and regulatory conditions; risks relating\nto StablecoinX’s anticipated operations and business; the risk that the anticipated benefits of the Business Combination may not\nbe realized, the highly volatile nature of the price of ENA and other products issued by the Ethena Foundation; risks related to increased\ncompetition in the industries in which StablecoinX will operate; risks relating to significant legal, commercial, regulatory and technical\nuncertainty regarding crypto assets, including stablecoins; risks relating to the treatment of crypto assets for U.S. and foreign tax\npurposes; risks that StablecoinX experiences difficulties managing its growth and expanding operations; challenges in implementing StablecoinX’s\nbusiness plan including developing and launching its infrastructure services, Stablecoin Harness middleware and distribution services,\ndue to operational challenges, significant competition and regulation or other reasons; the outcome of any potential legal proceedings\nthat may be instituted against StablecoinX or others following the closing of the Business Combination, and other risks and uncertainties\ndescribed in the filings of TLGY and StablecoinX with the Securities and Exchange Commission (the “SEC”). The inclusion of\nany statement in this Current Report does not constitute an admission by StablecoinX or any other person that the events or circumstances\ndescribed in such statement are material.\n\n \n\nThe\nforegoing list of risk factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties\ndescribed in the “Risk Factors” section of the definitive proxy statement of TLGY and final prospectus of StablecoinX, each\ndated as of February 17, 2026 and as further supplemented, and other documents that have been filed by TLGY and StablecoinX with the\nSEC and other documents to be filed by StablecoinX from time to time with the SEC. These filings do or will identify and address other\nimportant risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking\nstatements. There may be additional risks that StablecoinX does not presently know or that StablecoinX currently believes are immaterial\nthat could also cause actual results to differ from those contained in the forward-looking statements.\n\n \n\n4\n\n \n\n \n\nWe\ncaution you that the foregoing list may not contain all of the forward-looking statements made in this Current Report. These forward-looking\nstatements are based on information available as of the date of this Current Report, and current expectations, forecasts and assumptions\nand involve a number of judgments, risks and uncertainties, including those described elsewhere in this Current Report. Accordingly,\nforward-looking statements should not be relied upon as representing the views of StablecoinX as of any subsequent date, and StablecoinX\ndoes not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made,\nwhether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. It is\nnot possible for the StablecoinX management to predict all risks, nor can we assess the impact of all factors on our business or the\nextent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking\nstatements we may make. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed\nin this Current Report may not occur, and actual results could differ materially and adversely from those anticipated or implied in the\nforward-looking statements in this Current Report.\n\n \n\nThe\nforward-looking statements included in this Current Report are made only as of the date hereof. You should not rely upon forward-looking\nstatements as predictions of future events. Although we believe that the expectations reflected in our forward-looking statements are\nreasonable, we cannot guarantee that the future results, levels of activity, performance or events and circumstances reflected in the\nforward-looking statements will be achieved or occur. We do not undertake any obligation to update publicly any forward-looking statements\nfor any reason after the date of this Current Report to conform these statements to actual results or to changes in expectations, except\nas required by law. You should read this Current Report and the documents that have been filed as exhibits hereto with the understanding\nthat the actual future results, levels of activity, performance, events and circumstances of the Company may be materially different\nfrom what is expected.\n\n \n\nBusiness\n\n \n\nOverview\n\n \n\nThe Company is an infrastructure software and\nservices company focused on supporting the growth and operation of the Ethena ecosystem through the development and operation of blockchain\ninfrastructure, middleware software and related distribution activities. The Company’s business is organized across three complementary\noperating business lines: (i) Infrastructure Services, (ii) Infrastructure Software and (iii) Distribution Services.\n\n \n\nThe Company’s Infrastructure Services business\ncurrently includes live validator operations and decentralized verifier node (“DVN”) infrastructure supporting blockchain\nnetworks and cross-chain messaging within the Ethena ecosystem. The Company commenced validator operations on Ethereum mainnet in October\n2025 and launched its DVN platform on production mainnet in November 2025. Through these operations, the Company provides infrastructure\nsupporting blockchain validation, network security and cross-chain transaction verification for certain Ethena ecosystem assets. The Company\nexpects to continue expanding these infrastructure services across additional blockchain networks and use cases as commercial opportunities\narise.\n\n \n\nThe Company’s Infrastructure Software business\nconsists primarily of the development of the Stablecoin Harness, a middleware software platform designed to enable enterprises and other\norganizations to integrate Ethena’s digital dollar products into payments, treasury management and related financial workflows through\na unified application programming interface (“API”). The Stablecoin Harness is currently under development and is expected\nto be released on a phased basis, with initial functionality focused on payment routing, gas abstraction and related infrastructure services,\nfollowed by additional capabilities intended to support treasury management, liquidity management, reporting, workflow automation and\nother enterprise software functionality.\n\n \n\nThe Company is also developing a Distribution\nServices business intended to facilitate broader institutional adoption of Ethena’s digital dollar products, including USDe and\nUSDtb. Through this business, the Company expects to support capital formation and product distribution activities utilizing a variety\nof financing structures, including on-balance sheet acquisitions and off-balance sheet investment vehicles, subject to market conditions,\nregulatory considerations and applicable approvals. In May 2026, the Company entered into a Distribution Partnership Agreement with Ethena\nOpCo pursuant to which the Company was appointed as a non-exclusive distribution partner for Ethena’s digital dollar products.\n\n \n\n5\n\n \n\n \n\nSupporting these operating businesses is the Company’s\ntreasury strategy, which is focused on acquiring, holding and utilizing ENA, the governance token of the Ethena Protocol. The Company\nbelieves its ENA treasury aligns its long-term interests with the continued growth of the Ethena ecosystem while providing strategic flexibility\nto support its infrastructure operations. The Company currently expects that its ENA holdings may be utilized across multiple business\nactivities, including supporting validator operations, securing its DVN infrastructure, participating in other protocol-aligned activities\nand supporting future infrastructure services developed within the Ethena ecosystem. The Company also may seek to expand its ENA holdings\nthrough future acquisitions, including discounted purchases from the Ethena Foundation pursuant to the Collaboration Agreement, although\nthe timing, size and availability of any such acquisitions remain uncertain. This strategy is intended to ensure long-term financial\nstability and align the Company’s interests with the growth of the Ethena ecosystem. The timing, size and availability of any future\ndiscounted ENA Token offerings by the Ethena Foundation are uncertain and therefore there can be no assurance that this strategy will\ngenerate returns or that additional ENA Token acquisitions will occur. See the section of the Proxy Statement/Prospectus entitled “*Risk\nFactors — Risks Related to Our Relationship with the Ethena Foundation, its Products and the Ethena Protocol — Our\nbusiness will be centered on supporting the Ethena ecosystem through infrastructure software and related services and holding and acquiring\nits products, including ENA Token. Our dependence on the Ethena Foundation will create concentration risk, and, as a result, a deterioration\nin our relationship or the Ethena Foundation’s support for a competing business or digital asset treasury strategy company could\nmaterially harm our business*” for additional information.\n\n \n\nThe Company’s business model is intended\nto create multiple complementary sources of potential revenue. Infrastructure Services generate or are expected to generate service fees\nassociated with validator operations and cross-chain verification activities. The Stablecoin Harness is expected to generate revenue through\ntransaction-based fees, software subscription arrangements and other enterprise software revenue streams following commercialization.\nDistribution Services are expected to generate fees associated with the distribution of Ethena digital dollar products and related investment\nstructures. The Company believes that these operating businesses, together with its ENA treasury strategy, position it to participate\nin the continued growth of the Ethena ecosystem while diversifying its activities across multiple infrastructure products, software solutions\nand commercial relationships.\n\n \n\nAlthough the Company has commenced commercial\noperations across certain aspects of its Infrastructure Services business, portions of its Infrastructure Software and Distribution Services\nbusinesses remain under development. Accordingly, the timing and extent of future commercialization, customer adoption and revenue generation\nwill depend on continued product development, market acceptance, regulatory developments, capital availability and the continued growth\nof the Ethena ecosystem. There can be no assurance that the Company will successfully commercialize all of its planned products and services\nor achieve its anticipated business objectives.\n\n \n\nThe Company was incorporated in Delaware on July\n7, 2025.\n\n \n\nOur Business Strategy\n\n \n\nThe Company’s business strategy is to develop\nan integrated infrastructure platform supporting the continued growth and adoption of the Ethena ecosystem. The Company seeks to generate\ndiversified revenue streams through the operation of blockchain infrastructure, the development of enterprise software products and the\nexpansion of institutional distribution channels for Ethena’s digital dollar products. Management believes these operating businesses\nare complementary and are intended to reinforce one another as utilization of the Ethena ecosystem expands.\n\n \n\nThe Company’s strategy is organized around\nfour principal objectives:\n\n \n\n*Expand Infrastructure Services*\n\n* *\n\nThe Company intends to continue expanding its\nInfrastructure Services business through the operation of validator infrastructure, DVN services and other blockchain infrastructure supporting\nblockchain networks, digital asset protocols and related applications. The Company currently operates validator infrastructure on Ethereum\nmainnet and maintains a live DVN platform supporting cross-chain transaction verification for certain Ethena ecosystem assets utilizing\nLayerZero messaging infrastructure.\n\n \n\nThe Company believes that demand for blockchain\ninfrastructure services may increase as digital asset applications expand across decentralized finance and institutional markets. Accordingly,\nthe Company expects to continue investing in infrastructure deployment, monitoring, security and operational capabilities designed to\nsupport additional blockchain networks, customers and use cases over time.\n\n \n\n6\n\n \n\n \n\nThe Company also believes that expanding its infrastructure\nactivities across multiple blockchain networks and services may reduce its operational dependence on any single protocol, blockchain deployment\nor anticipated source of revenue.\n\n \n\nIf the proposed Converge network is launched,\nthe Company believes its existing validator infrastructure may position it to participate in validation activities supporting that network.\nHowever, the proposed Converge network remains under development by Ethena Labs and Securitize, and the Company has not been provided\nwith any definitive deployment timetable or launch schedule. Accordingly, there can be no assurance that the Converge network will be\nlaunched or that the Company’s infrastructure services will be utilized in connection therewith.\n\n \n\n*Commercialize the Stablecoin Harness Platform*\n\n* *\n\nThe Company is developing the Stablecoin Harness\nas an enterprise middleware software platform designed to simplify integration of Ethena’s digital dollar products into business\napplications through a unified API architecture. Management believes that stablecoin adoption is currently constrained by fragmented infrastructure,\nmultiple blockchain integrations and complex engineering requirements. The Stablecoin Harness is intended to address these challenges\nby providing a single integration layer supporting payments, treasury management, liquidity management, cross-chain functionality and\nrelated enterprise workflows.\n\n \n\nThe Company expects to commercialize the Stablecoin\nHarness through phased product releases as development milestones are achieved. The initial release is expected to focus on payment routing,\ngas abstraction and related infrastructure functionality, with additional modules intended to expand platform capabilities over time.\nThe Company expects the Stablecoin Harness to generate revenue through transaction-based fees, software subscription arrangements and\nother enterprise software services following commercialization, although there can be no assurance regarding the timing or success of\nsuch commercialization.\n\n \n\nThe Company also expects certain components of\nthe Stablecoin Harness to operate in conjunction with its DVN infrastructure. If successfully implemented, management believes this integration\nmay increase utilization of the Company’s infrastructure services as adoption of the Stablecoin Harness expands.\n\n \n\n*Develop Institutional Distribution Services*\n\n* *\n\nThe Company is developing a Distribution Services\nbusiness intended to facilitate broader institutional adoption of Ethena’s digital dollar products, including USDe and USDtb. Management\nbelieves that increased institutional participation within the Ethena ecosystem may create opportunities to provide capital formation,\nproduct distribution and related financial services utilizing a variety of financing structures and investment vehicles.\n\n \n\nIn furtherance of this strategy, the Company entered\ninto a Distribution Partnership Agreement with Ethena OpCo pursuant to which the Company has been appointed as a non-exclusive distribution\npartner for certain Ethena digital dollar products. The Company expects to pursue these activities through a combination of direct acquisitions,\nfinancing transactions and, where appropriate, sponsored investment vehicles, subject to market conditions, regulatory considerations\nand applicable approvals.\n\n \n\nThe Company expects this business line to develop\nover time, and there can be no assurance regarding the timing or extent of commercialization, customer adoption or future revenue generation.\n\n \n\n*Utilize the ENA Treasury to Support Long-Term\nGrowth*\n\n* *\n\nThe Company’s treasury strategy is intended\nto align its long-term economic interests with the continued growth of the Ethena ecosystem while supporting its operating businesses.\nThe Company currently expects that its ENA holdings may be utilized across multiple infrastructure activities, including supporting validator\noperations, securing its DVN platform and participating in other protocol-aligned activities as they become available.\n\n \n\nThe Company also expects that its ENA treasury\nwill provide strategic flexibility as additional commercial opportunities develop within the Ethena ecosystem. Subject to market conditions,\ncapital availability and applicable contractual restrictions and arrangements, the Company may seek to increase its ENA holdings over\ntime, including through discounted purchases from the Ethena Foundation pursuant to the Collaboration Agreement. However, the Company\ndoes not currently have visibility into the timing or availability of any future discounted offerings, and there can be no assurance that\nadditional acquisitions will occur.\n\n \n\n7\n\n \n\n \n\nThe Company does not currently maintain formal\npolicies or procedures governing the conversion of ENA Tokens to cash and currently has no plans to sell ENA Tokens for cash following\nthe Closing. However, the Company may determine in the future to convert a portion of its ENA Token holdings, and fees received in ENA\ntokens, to cash if required to fund operating expenses, support new infrastructure software or services businesses, satisfy tax obligations\nor address other liquidity needs, subject to applicable contractual restrictions, market conditions and governance approvals. Given the\nCompany’s early stage and evolving business model, it is not yet able to estimate the timing, amount or cost of any such conversions,\nif any.\n\n \n\nMore broadly, management believes that combining\nlive infrastructure operations, enterprise software development, institutional distribution capabilities and a strategically aligned ENA\ntreasury creates a business model designed to participate in multiple aspects of the continued growth of the Ethena ecosystem. As these\noperating businesses develop, the Company expects to evaluate additional infrastructure services, software products and strategic relationships\nthat complement its existing operations and leverage its technical capabilities within the broader digital asset ecosystem.\n\n \n\nProducts and Services\n\n \n\n*Overview*\n\n \n\nThe Company’s operating model is designed\nas an integrated ecosystem consisting of three complementary business lines: (i) Infrastructure Services, (ii) Infrastructure Software,\nand (iii) Distribution Services, supported by its ENA treasury strategy.\n\n \n\nThe Company believes that growth in the Ethena\necosystem may increase demand for its infrastructure and software offerings, while also increasing the value and utility of its ENA treasury\nholdings. In turn, appreciation in ENA and expansion of ecosystem activity may enhance the Company’s ability to fund further infrastructure\ndevelopment, expand software capabilities, and pursue additional strategic initiatives across its business lines.\n\n \n\nThe Company’s operating model is dependent\non continued development and adoption of the Ethena ecosystem, successful commercialization of its products and services, regulatory developments,\nand broader market conditions in digital asset markets. There can be no assurance that these objectives will be achieved or that the Company’s\noperating model will generate meaningful or sustainable revenues.\n\n \n\nWhile Infrastructure Services are currently live,\nthe Company’s Infrastructure Software and Distribution Services businesses remain under development and are expected to be commercialized\non a phased basis.\n\n \n\nAcross all three business lines, the Company relies\non a licensed Node-as-a-Service (“NaaS”) platform, which serves as the underlying infrastructure layer supporting its validator\noperations, DVN infrastructure, and Stablecoin Harness development. The NaaS platform enables rapid deployment and continuous operation\nof production infrastructure, allowing the Company to focus engineering resources on application-layer development and product innovation\nrather than foundational infrastructure engineering.\n\n \n\n*Infrastructure Services*\n\n \n\nThe Company’s Infrastructure Services business\nconsists of the operation of blockchain infrastructure supporting validation, network security, and cross-chain interoperability. The\nCompany currently operates two principal offerings: Validator Services and Decentralized Verifier Node Services, both of which are built\non and operated through the Company’s licensed NaaS platform.\n\n \n\nThe NaaS platform provides an integrated operational\nstack for infrastructure provisioning, orchestration, monitoring, security administration, and ongoing system management. The Company\nutilizes this platform continuously across its live production environment and development workflows.\n\n \n\n8\n\n \n\n* *\n\n*Validator Services*\n\n** **\n\nIn October 2025, the Company deployed and commenced\ncontinuous operation of a full-stack Ethereum validator node on mainnet, utilizing staked ETH as validator collateral, which has remained\noperational since launch.\n\n \n\nValidator nodes support blockchain networks by\nvalidating transactions, participating in block production, and contributing to consensus and network security. The Company stakes ETH\nin connection with these operations and relies on the NaaS platform for deployment, orchestration, monitoring, and ongoing operational\nmanagement.\n\n \n\nThe Validator Services workstream represented\nthe Company’s first live deployment on the NaaS platform and established the foundational infrastructure architecture subsequently\nextended to other business lines.\n\n \n\nThe Company’s validator infrastructure is\ndesigned to be portable across blockchain networks and may be deployed on additional networks as commercial opportunities arise, including\npotential participation in Ethena’s proposed Converge network, if launched. The Converge network is being developed by Ethena Labs\nand Securitize, and the Company is not involved in its development or governance. The Company has not been provided with definitive launch\ntimelines and does not have visibility into the status or outcome of the project. Accordingly, there can be no assurance that the Converge\nnetwork will be launched or that the Company’s validator services will be utilized in connection with such network. The Company\nmay also decide to scale down its Ethereum validator operations if it does not fit strategically with its mandate.\n\n \n\n*Decentralized Verifier Node (DVN) Services*\n\n \n\nThe Company operates a DVN platform, which became\noperational on production mainnet in November 2025 and has remained operational since launch.\n\n \n\nThe DVN platform provides cross-chain transaction\nverification services using LayerZero messaging infrastructure. DVN systems perform cryptographic verification functions to ensure that\ntransactions initiated on one blockchain are accurately validated and finalized on another. The Company’s DVN performs this function\nfor Ethena ecosystem assets, including USDe and USDtb, across supported blockchain networks.\n\n \n\nThe DVN infrastructure is currently authorized\nand is architected to support all blockchain networks on which the Ethena ecosystem operates.\n\n \n\nThe DVN workstream was deployed as an extension\nof the Company’s existing validator infrastructure, leveraging the same underlying NaaS architecture rather than requiring a separate\nsystem stack. This enabled rapid deployment and commencement of operations in November 2025.\n\n \n\nOn April 14, 2026, the Company entered into a\nDVN Services Agreement with Ethena OpCo pursuant to which the Company is entitled to receive fees equal to 0.01% (one basis point) of\naggregate cross-chain transaction volume processed through its DVN infrastructure. Fees are calculated based on total transaction volume\nrather than per-transaction activity and is paid in ENA tokens.\n\n \n\nThe DVN Services Agreement contemplates expansion\nto additional networks, subject to commercially reasonable efforts by Ethena OpCo; however, there can be no assurance regarding timing\nor scope of such expansion.\n\n \n\nThe Company expects the DVN platform to serve\nas a foundational infrastructure layer for broader ecosystem functionality, including the Stablecoin Harness middleware platform described\nbelow.\n\n* *\n\n*Infrastructure Software*\n\n \n\nThe Company is developing the Stablecoin Harness,\nan enterprise middleware software platform designed to enable businesses and organizations to integrate Ethena’s digital dollar\nproducts into payments, treasury management, and related financial workflows through a unified API layer.\n\n \n\nInitial design and technical analysis commenced\nin December 2025, followed by active engineering and development beginning in March 2026.\n\n \n\nThe Stablecoin Harness is being designed as a\nmulti-component platform, with the initial release expected to include:\n\n \n\n●Payment Intent API functionality\n\n \n\n●Gas\nabstraction and transaction execution simplification\n\n \n\n9\n\n \n\n \n\nSubsequent releases are expected to expand functionality\nto include treasury management, liquidity management, settlement infrastructure, reporting tools, workflow automation, interoperability\nfeatures, and compliance-related capabilities.\n\n \n\nThe Stablecoin Harness is designed to operate\nin conjunction with the Company’s DVN infrastructure. If implemented as intended, cross-chain transactions initiated through the\nStablecoin Harness may be verified through the DVN platform. The Company believes this integration may increase utilization of its DVN\nservices; however, no assurance can be given that such integration will be achieved or result in increased usage.\n\n \n\nThe Company expects to generate revenue from the\nStablecoin Harness through transaction-based fees, SaaS subscription arrangements, and other enterprise software monetization models.\nThe platform is not yet commercially available, and there can be no assurance regarding development timelines, commercialization, or customer\nadoption.\n\n* *\n\n*Distribution Services*\n\n \n\nThe Company is developing a Distribution Services\nbusiness intended to facilitate broader institutional adoption of Ethena’s digital dollar products, including USDe and USDtb.\n\n \n\nThe Company may facilitate capital formation activities\nthrough debt, equity, or hybrid securities offerings, with proceeds potentially used to acquire Ethena digital dollar products. The Company\nmay also pursue off-balance sheet structures, including sponsored investment vehicles such as funds or exchange-traded products providing\nexposure to Ethena products.\n\n \n\nIn May 2026, the Company entered into a Distribution\nPartnership Agreement with Ethena OpCo pursuant to which it was appointed as a non-exclusive distribution partner for Ethena’s digital\ndollar products. The Company may earn fees based on the gross dollar equivalent of products acquired through distribution activities,\nsubject to agreed terms and adjustments.\n\n \n\nThis business line remains under development and is subject to regulatory\napprovals, market conditions, financing availability, and execution of definitive arrangements. There can be no assurance that these activities\nwill be successfully implemented or generate material revenue.\n\n* *\n\n*ENA Treasury*\n\n \n\nThe Company’s ENA treasury is intended to\nsupport and align its operating businesses with the long-term growth of the Ethena ecosystem. The Company currently expects that its ENA\nholdings may be utilized across multiple infrastructure functions, including supporting validator operations, securing DVN infrastructure,\nand participating in other protocol-aligned activities.\n\n \n\nThe Company may seek to increase its ENA holdings\nover time, including through potential discounted purchases from the Ethena Foundation pursuant to the Collaboration Agreement. However,\ntiming, availability, and size of such opportunities are uncertain and there can be no assurance that additional acquisitions will occur.\n\n \n\nThe Company does not currently maintain formal\npolicies governing the sale or conversion of ENA Tokens and does not intend to sell ENA following the Business Combination, although it\nmay do so in the future to fund operations or liquidity needs, subject to market and contractual constraints, including those forth int\nthe Collaboration Agreement. During the term of the Collaboration Agreement, the Company and its affiliates may not (i) sell, transfer,\npledge or otherwise encumber any ENA Tokens held by it or its affiliates or (ii) provide any substantially similar services to any other\nthird party or any other crypto-based decentralized network or protocol without the consent of Ethena, or in any event, attempt to launch\na token, either directly or indirectly. In addition, the Investment Committee will have authority over capital allocation decisions of\nStablecoinX, including the timing, size, price and frequency of purchases of ENA Token, material borrowings and any other transaction\noutside the normal course of StablecoinX’s business, among other things.\n\n \n\n10\n\n \n\n \n\nFinancial Outlook\n\n \n\nThe Company has commenced commercial operations\nwithin its Infrastructure Services business through its live validator operations and DVN platform and expects its financial performance\nto increasingly reflect the expansion and commercialization of its three operating business lines.\n\n \n\nThe Company expects Infrastructure Services to\ngenerate revenue from validator operations, cross-chain verification services, and other infrastructure-related offerings. The DVN Services\nAgreement provides for fees based on aggregate transaction volume processed through the Company’s DVN infrastructure.\n\n \n\nThe Company expects to generate revenue from the\nStablecoin Harness following phased commercialization, primarily through transaction-based fees and SaaS subscription arrangements, although\ntiming and adoption remain uncertain.\n\n \n\nThe Company’s Distribution Services business\nis also expected to generate fees associated with institutional distribution activities and related financing structures, subject to market\nconditions and execution of definitive arrangements.\n\n \n\nThe Company believes that continued growth of\nblockchain infrastructure, stablecoin adoption, and institutional participation within digital asset markets may create opportunities\nfor expansion across each of its operating businesses. However, future performance will depend on numerous factors, including ecosystem\nadoption, commercialization success, regulatory developments, and broader market conditions.\n\n \n\nCompetitive Strengths\n\n \n\nWe believe that several characteristics differentiate\nour business within the digital asset infrastructure industry, including:\n\n \n\n*Integrated Infrastructure Platform*\n\n* *\n\nThe Company operates and is developing an integrated\ninfrastructure platform across blockchain infrastructure services, middleware software and institutional distribution activities within\nthe Ethena ecosystem. Unlike businesses focused solely on digital asset treasury strategies or a single infrastructure product, the Company’s\nmodel is intended to support multiple complementary revenue streams across infrastructure operations, software services and institutional\nadoption initiatives, while leveraging common technical infrastructure, engineering resources and ecosystem relationships.\n\n \n\n*Live Infrastructure Operations*\n\n* *\n\nThe Company currently operates validator infrastructure\non Ethereum mainnet and a live DVN platform supporting cross-chain verification within the Ethena ecosystem. These live operations provide\nthe Company with technical expertise, operational experience and production infrastructure capabilities that management believes may support\nfuture expansion across additional blockchain networks, protocols and service offerings.\n\n \n\n*Strategic Alignment with the Ethena Ecosystem*\n\n* *\n\nThe Company maintains deep commercial and strategic\nrelationships with the Ethena ecosystem, including the Ethena Foundation and Ethena OpCo, through the Collaboration Agreement, the DVN\nServices Agreement and the Distribution Partnership Agreement. Management believes these arrangements position the Company to participate\nin multiple aspects of the Ethena ecosystem, including infrastructure operations, cross-chain verification services and institutional\ndistribution of Ethena’s digital dollar products.\n\n \n\nThe Collaboration Agreement further provides for\nongoing cooperation between the Company and the Ethena Foundation in connection with the Company’s infrastructure operations, staking\nactivities and treasury strategy, subject to the terms and limitations described below.\n\n \n\n11\n\n \n\n \n\n*Significant ENA Treasury*\n\n* *\n\nAs a result of the Closing, the Company holds\napproximately 3.03 billion ENA, representing approximately 39.4% of the approximately 7.69 billion ENA currently in circulating supply\nand approximately 20% of the approximately 15 billion ENA currently in existence. The Company’s initial ENA treasury will be established\nthrough the ENA Contribution and the purchase of Locked ENA with the proceeds of the PIPE.\n\n \n\nManagement believes the Company’s substantial\nENA holdings represent a key strategic asset that aligns its long-term interests with the growth of the Ethena ecosystem and may support\nthe Company’s operating activities. The Company expects that its ENA treasury may be utilized across multiple functions, including\nsupporting validator operations, securing its DVN infrastructure and participating in other protocol-aligned activities as they become\navailable. The Company may also seek to expand its ENA holdings over time, including through discounted purchases from the Ethena Foundation\npursuant to the Collaboration Agreement, although the timing, availability and size of any such opportunities remain uncertain.\n\n \n\n*Scalable Technology Infrastructure*\n\n* *\n\nThe Company’s infrastructure operations\nare supported by a licensed Node-as-a-Service (“NaaS”) platform that provides integrated capabilities for infrastructure deployment,\norchestration, monitoring, security and operational maintenance. This platform enables the Company to deploy and manage validator and\nDVN infrastructure efficiently while allocating engineering resources toward application-layer development and product-focused initiatives,\nincluding the Stablecoin Harness.\n\n \n\n*Experienced Management and Operating Team*\n\n* *\n\nThe Company’s executive management team\ncombines experience in blockchain infrastructure, software engineering, digital asset investing and capital markets. In addition, the\nCompany’s operations are supported by engineering, infrastructure and product personnel engaged through the Managed Services Agreement\nwith Flow Labs, which management believes enhances the Company’s ability to scale its infrastructure and software development activities.\n\n \n\n*Key Risks and Limitations of Competitive Position*\n\n* *\n\nDespite these competitive strengths, the Company\ndoes not control the governance of the Ethena Protocol, and governance decisions or strategic actions by the Ethena Foundation and other\necosystem participants may not align with the Company’s interests or enhance the economics of its infrastructure services or ENA\ntreasury holdings.\n\n \n\nIn addition, the Company is subject to certain\ncontractual restrictions under the Collaboration Agreement that limit its ability to sell, transfer or encumber its ENA holdings and restrict\nits ability to provide similar services to other blockchain ecosystems or protocols. These restrictions may limit the Company’s\noperational flexibility, liquidity management and ability to pursue alternative business opportunities.\n\n \n\nAs a newly public company with a limited operating\nhistory, the Company may also face challenges in executing its business strategy, scaling its operations and competing with more established\ninfrastructure providers.\n\n \n\nIndustry and Market Overview\n\n* *\n\n*Blockchain and Cryptocurrencies*\n\n \n\nBlockchain technology is a decentralized, encrypted\nledger system designed to securely store and verify data without the need for intermediaries. It has been widely adopted across industries\ndue to its ability to enhance transparency, security, and efficiency in systems that historically relied on centralized infrastructure.\n\n \n\n12\n\n \n\n \n\nBlockchain networks underpin crypto assets, a\nclass of digital assets that includes cryptocurrencies used as a medium of exchange, store of value, or unit of account. In addition to\nmonetary applications, blockchain technology enables programmable financial infrastructure, including smart contracts, tokenized assets,\nand decentralized applications (“dApps”).\n\n \n\nGlobal adoption of blockchain technology has accelerated\nin recent years, driven by improvements in infrastructure, increasing institutional participation, and the emergence of scalable financial\nuse cases. Among the most significant of these use cases is the development of stablecoins, which are digital assets designed to maintain\nstable value relative to fiat currencies.\n\n* *\n\n*Cryptocurrencies and Proof-of-Stake Ecosystems*\n\n \n\nCryptocurrency networks rely on distributed nodes\nto validate transactions and maintain consensus across the blockchain. These nodes ensure the integrity of transaction data without reliance\non centralized intermediaries.\n\n \n\nEarly blockchain networks primarily used proof-of-work\n(“PoW”) consensus mechanisms, in which participants compete to solve computational puzzles to validate transactions and earn\nrewards. While secure, PoW systems require significant energy consumption.\n\n \n\nModern blockchain networks increasingly use proof-of-stake\n(“PoS”) mechanisms, which replace computational work with economic staking. In PoS systems, validators commit crypto assets\nas collateral to participate in block validation and receive rewards based on protocol rules and selection processes.\n\n \n\nPoS networks such as Ethereum allocate validation\nresponsibilities based on stake-weighted selection mechanisms and other protocol-specific criteria. Validators collect and verify transactions,\nassemble them into blocks, and participate in consensus to finalize blockchain state.\n\n \n\nStablecoinX’s validator infrastructure is\ndesigned to operate within PoS ecosystems, including Ethereum, and is expected to support additional networks over time. These validator\noperations are intended to participate in network security and transaction verification processes, subject to network-specific rules and\nparticipation requirements.\n\n* *\n\n*Stablecoins and Market Outlook*\n\n \n\nStablecoins have emerged as one of the most significant\napplications of blockchain technology, enabling digital representations of fiat currencies that can be transferred and settled on-chain.\n\n \n\nAccording to RWA.xyz, stablecoin supply increased\napproximately 45% year-over-year from June 2024 to June 2025, reflecting continued adoption across trading, payments, and on-chain financial\napplications. Despite this growth, stablecoins still represent a small portion of global monetary aggregates, suggesting further potential\nfor expansion.\n\n \n\nMarket participants expect stablecoin adoption\nto accelerate as regulatory clarity improves and as financial institutions, fintech companies, and payment networks integrate blockchain-based\nsettlement systems. Stablecoins are increasingly used in both developed and emerging markets for payments, treasury management, and cross-border\ntransfers.\n\n \n\nStablecoinX believes that continued growth in\nstablecoin adoption will drive demand for underlying infrastructure, including validation services, cross-chain messaging, middleware\nintegration, and institutional distribution channels.\n\n* *\n\n**\n\n13\n\n \n\n* *\n\n*Ethena Protocol*\n\n \n\nThe Ethena Protocol has emerged as a significant\nparticipant in the stablecoin ecosystem, with USDe becoming one of the largest stablecoins by market capitalization. USDe is issued through\nEthena-affiliated entities and is designed to maintain a stable value through a delta-hedged collateral structure.\n\n \n\nBeyond USDe, the Ethena ecosystem is expanding\ninto broader digital asset infrastructure, including tokenized asset settlement initiatives and cross-chain financial infrastructure.\n\n \n\nEthena has also demonstrated rapid protocol-level\nadoption and revenue generation growth relative to comparable DeFi protocols. However, such performance metrics are historical in nature\nand may not be indicative of future results.\n\n* *\n\n*Overview of the Ethena Ecosystem and Tokenomics*\n\n \n\nThe Ethena ecosystem consists of interconnected\ndigital assets and protocol mechanisms designed to support issuance, settlement, and collateral management for synthetic dollar products.\n\n \n\nThe core assets include:\n\n \n\n●ENA\n(governance token)\n\n \n\n●sENA\n(staked ENA representation)\n\n \n\n●USDe\n(synthetic dollar)\n\n \n\n●sUSDe\n(staked USDe)\n\n \n\n●USDtb\n(payment stablecoin)\n\n \n\nThese assets are available on Ethereum and certain\nother blockchain networks. Some assets may be available on multiple networks through interoperability technology, while USDtb is issued\nnatively on each supported blockchain. Depending on the blockchain, the assets use the applicable token standard for that network.\n\n \n\nThe Ethena protocol does not operate its own blockchain\nand therefore does not currently rely on validators. However, future infrastructure initiatives, such as the proposed Converge network,\nmay use validators and staking to support network operations.\n\n* *\n\n*ENA Token*\n\n \n\nENA is the governance token of the Ethena Protocol,\nwith a fixed maximum supply of 15 billion tokens. Tokenholders participate in protocol governance decisions, including risk parameters,\ncollateral policies, and ecosystem incentives.\n\n \n\nENA may be staked to receive sENA, which represents\na staked claim on ENA and may provide additional protocol-related benefits.\n\n \n\nENA is actively traded on major centralized and\ndecentralized exchanges and has experienced significant historical price volatility. As of June 30, 2026, approximately 9.3 billion ENA\ntokens are in circulation.\n\n* *\n\n**\n\n14\n\n \n\n* *\n\n*sENA*\n\n \n\nsENA represents ENA tokens that have been staked within the Ethena\necosystem. It functions as a liquid staking receipt token and may entitle holders to staking-related incentives and governance participation.\n\n \n\nsENA is transferable and may be traded on decentralized exchanges,\nalthough it is not currently listed on centralized exchanges., Its value is derived from the underlying ENA tokens together with any associated\nstaking rewards or incentives. Redemption of sENA for ENA is subject to protocol-defined unstaking conditions, including a typical cooldown\nperiod of approximately seven days.\n\n \n\n*USDe*\n\n \n\nUSDe is a synthetic dollar designed to maintain a value of approximately\n$1.00 in most market conditions through a delta-hedged collateral structure, in addition to other strategies.\n\n \n\nUsers mint USDe by exchanging supported collateral assets, including\nUSDC, USDT, USDtb, and certain other stablecoins as approved by the Ethena Risk Committee.\n\n \n\nUSDe is transferable, widely traded, and may be used across DeFi applications\nas a settlement asset and trading pair.\n\n \n\n*sUSDe*\n\n \n\nsUSDe represents staked USDe and functions as a reward-bearing receipt\ntoken. Rewards are paid as incentive rewards and are derived from protocol-generated revenue from the reserve assets.\n\n \n\nThe value of sUSDe may increase relative to USDe over time based on\naccrued rewards. However, the rewards are variable, not guaranteed, and subject to market conditions and protocol governance.\n\n \n\n*USDtb*\n\n \n\nUSDtb is a fiat-referenced stablecoin issued by\nAnchorage Digital Bank backed by institutional-grade assets, including tokenized money market instruments such as BlackRock’s USD\nInstitutional Digital Liquidity Fund.\n\n \n\nUnlike USDe, which relies on delta-hedged crypto\ncollateral and other backing strategies, USDtb maintains value through backing via cash and cash equivalents.\n\n \n\nUSDtb is used within the Ethena ecosystem for\nreserve management, stability support during adverse funding conditions, and settlement functionality. It may also serve as a collateral\nasset within broader ecosystem applications and can be used outside of the Ethena ecosystem in various applications.\n\n \n\nUSDtb is designed to maintain a value near $1.00,\nsubject to normal market and operational risks.\n\n* *\n\n*Convergence of Ecosystem Components*\n\n \n\nThe Ethena ecosystem is structured such that USDe,\nsUSDe, ENA, and USDtb interact through governance, reward distribution, and collateral mechanisms. These interdependencies create a system\nin which protocol activity may reinforce demand for underlying assets and infrastructure.\n\n \n\nStablecoinX expects that its infrastructure services\nand treasury strategy will operate within this ecosystem framework, subject to protocol governance, market conditions, and network development\noutcomes.\n\n \n\n15\n\n \n\n \n\nGovernment Regulation\n\n \n\nThe regulatory framework applicable to ENA Token\nand other digital assets is evolving, complex, and subject to significant uncertainty. Laws and regulations vary across jurisdictions\nand continue to develop in response to the growth of blockchain-based financial systems.\n\n \n\nGovernments worldwide have adopted differing approaches\nto digital assets. Certain jurisdictions have prohibited their use, while others permit trading and issuance subject to varying regulatory\nrequirements. In the United States, digital assets are subject to overlapping federal and state regulatory regimes that continue to evolve\nthrough legislation, rulemaking, and enforcement actions.\n\n \n\nAs digital assets have grown in both popularity\nand market size, the U.S. Executive Branch, Congress, and a number of U.S. federal and state agencies, including the Financial\nCrimes Enforcement Network, the CFTC, the SEC, the Financial Industry Regulatory Authority, the Consumer Financial Protection Bureau,\nthe Department of Justice, the Department of Homeland Security, the Federal Bureau of Investigation, the IRS, and state financial regulators,\nhave been examining the operations of digital asset networks, digital asset users and digital asset exchanges, with particular focus on\nthe extent to which digital assets can be used to violate state or federal laws, including to facilitate the laundering of proceeds of\nillegal activities or the funding of criminal or terrorist enterprises, and the safety and soundness and consumer-protective safeguards\nof exchanges or other service-providers that hold, transfer, trade or exchange digital assets for users. Many of these state and\nfederal agencies have issued consumer advisories regarding the risks posed by digital assets to investors. In addition, federal and state\nagencies, and other countries have issued rules or guidance regarding the treatment of digital asset transactions and requirements for\nbusinesses engaged in activities related to digital assets.\n\n \n\nDepending on the regulatory characterization of\nENA Token and the other crypto assets issued by affiliates of Ethena (collectively, the “Ethena Coins”), the markets for Ethena\nCoins in general, and our activities in particular, our business and our ENA Token strategy may be subject to regulation by one or more\nregulators in the United States and globally. Ongoing and future regulatory actions may alter, to a materially adverse extent, the\nnature of digital assets markets, the participation of industry participants, including service providers and financial institutions in\nthese markets, and our ability to pursue our ENA Token strategy. Additionally, U.S. state and federal and foreign regulators and\nlegislatures have taken action against industry participants, including digital assets businesses, and enacted restrictive regimes in\nresponse to adverse publicity arising from hacks, consumer harm, or criminal activity stemming from digital assets activity. U.S. federal\nand state energy regulatory authorities are also monitoring the total electricity consumption of cryptocurrency mining, and the potential\nimpacts of cryptocurrency mining to the supply and dispatch functionality of the wholesale grid and retail distribution systems. Many\nstate legislative bodies have passed, or are actively considering, legislation to address the impact of cryptocurrency mining in their\nrespective states.\n\n \n\nThe CFTC takes the position that some digital\nassets, like Bitcoin, fall within the definition of a “commodity” under the Commodities Exchange Act of 1936,\nas amended (the “CEA”). Under the CEA, the CFTC has broad enforcement authority to police market manipulation and fraud in\nspot digital assets markets in which we may transact. Beyond instances of fraud or manipulation, the CFTC generally does not oversee cash\nor spot market exchanges or transactions involving digital asset commodities that do not utilize margin, leverage, or financing. In addition,\nCFTC regulations and CFTC oversight and enforcement authority apply with respect to futures, swaps, other derivative products and certain\nretail leveraged commodity transactions involving digital asset commodities, including the markets on which these products trade. The\nCFTC has not taken any position on whether Ethena Coins are “commodities” under the CEA.\n\n \n\nThe SEC and its staff have taken the position\nthat certain other digital assets fall within the definition of a “security” under the U.S. federal securities laws.\nPublic statements made by senior officials and senior members of the staff at the SEC indicate that the SEC does not consider specific\ndigital assets, like Bitcoin, to be a security under the federal securities laws. However, the SEC has not commented on Ethena Coins and\nin any event, such statements are not official policy statements by the SEC and reflect only the speakers’ views, which are not\nbinding on the SEC or any other agency or court and cannot be generalized to any other digital assets.\n\n \n\n16\n\n \n\n \n\nIn addition, since transactions in digital assets,\nincluding Ethena Coins, generally provide a degree of anonymity, they are susceptible to misuse for criminal activities, such as money\nlaundering. This misuse, or the perception of such misuse, could lead to greater regulatory oversight of digital assets and digital asset\nplatforms, and there is the possibility that law enforcement agencies could close or blacklist such platforms or other related infrastructure\nwith little or no notice and prevent users from accessing or retrieving such digital assets held via such platforms or infrastructure.\nFor example, the U.S. Treasury Department’s Office of Foreign Assets Control has issued updated advisories regarding the use\nof virtual currencies, added a number of digital asset exchanges and service providers to the Specially Designated Nationals and Blocked\nPersons list and engaged in several enforcement actions, including a series of enforcement actions that have either shut down or significantly\ncurtailed the operations of several smaller digital asset exchanges associated with Russian and/or North Korean nationals. Additionally,\nin January 2025, the Consumer Financial Protection Bureau announced that it is seeking public input on privacy protections and surveillance\nin digital payments, particularly those offered through large technology platforms.\n\n \n\nAs noted above, activities involving Ethena Coins\nand other digital assets may fall within the jurisdiction of more than one financial regulator and various courts and such laws and regulations\nare rapidly evolving and increasing in scope. In the U.S., regulation on stablecoins was recently signed into U.S. federal law through\nthe GENIUS Act which established the first comprehensive regulatory framework specifically for “payment stablecoins” — digital\nassets designed to maintain a stable value pegged to a fiat currency (typically the U.S. dollar) and intended for use in payments\nor transfers. The GENIUS Act aims to foster innovation in the stablecoin sector while ensuring financial stability, consumer protection,\nand compliance with anti-money laundering (AML) standards.\n\n \n\nThe regulatory landscape for digital assets continues to evolve rapidly\nand may change in ways that are unpredictable or adverse to market participants. New laws, regulations, or interpretations may impose\nadditional compliance obligations, restrict certain activities, or limit the availability of digital asset markets and services.\n\n \n\nAny such developments could materially and adversely affect StablecoinX’s\nbusiness, including its infrastructure operations, treasury strategy, and ability to execute its intended business model.\n\n \n\nFor additional discussion of risks related to regulation, see the section\nentitled “*Risk Factors*” in the proxy statement/prospectus.\n\n \n\nRisks and Challenges\n\n \n\nWe operate in a dynamic and rapidly evolving industry\ncharacterized by technological innovation, regulatory uncertainty, and significant market volatility. Our business is subject to a number\nof risks and challenges, including the following:\n\n* *\n\n*Market Volatility*\n\n \n\nThe market value of ENA Tokens and other digital\nassets is highly volatile and may fluctuate significantly over short periods of time. Because a substantial portion of our strategy involves\nholding ENA Tokens as a treasury asset, such volatility could materially impact our financial position, liquidity, and results of operations.\n\n* *\n\n**\n\n17\n\n \n\n* *\n\n*Regulatory Uncertainty*\n\n \n\nThe regulatory framework applicable to digital\nassets, blockchain infrastructure, and stablecoin-related activities is evolving and uncertain. Changes in laws, regulations, or regulatory\ninterpretations may impose additional compliance obligations, restrict certain activities, or adversely affect the viability of validator\noperations, infrastructure software, or digital asset treasury strategies.\n\n \n\nRegulatory actions by U.S. or non-U.S. authorities\ncould also affect counterparties, infrastructure providers, or trading venues on which we rely.\n\n* *\n\n*Technological and Operational Risk**s***\n\n** **\n\nOur business depends on the successful operation of validator infrastructure\nand decentralized verification systems, which are inherently complex and may be subject to operational disruption.\n\n \n\nRisks include, but are not limited to, software bugs, hardware failures,\ncybersecurity incidents, network congestion, protocol-level changes, and other technical failures. Any such events could result in financial\nloss, reputational harm, or interruption of services.\n\n \n\n*Dependence on the Ethena Ecosystem*\n\n \n\nA substantial portion of our business strategy\nis dependent on the continued development, adoption, and performance of the Ethena ecosystem, including the Ethena Protocol and related\ndigital assets such as USDe, sUSDe, ENA, and USDtb.\n\n \n\nWe also depend on Ethena Labs, the Ethena Foundation\nand their respective affiliates, including entities responsible for issuing or supporting USDe and related ecosystem functions. Adverse\ndevelopments affecting the Ethena Protocol, its governance, its token economics, or its broader adoption could materially and adversely\nimpact our business, financial condition, and prospects.\n\n* *\n\n*Competition*\n\n \n\nWe operate in a competitive market for blockchain\ninfrastructure services, including validator operations, cross-chain verification, and middleware software development. We face competition\nfrom established infrastructure providers, staking operators, and emerging blockchain service companies, many of which have greater financial,\ntechnical, and operational resources than we do.\n\n \n\nIncreased competition may result in reduced margins,\nloss of market share, or slower-than-expected adoption of our services.\n\n* *\n\n*Execution and Revenue Uncertainty*\n\n \n\nOur ability to generate revenue depends on the\nsuccessful commercialization of our validator operations, DVN services, and Stablecoin Harness middleware platform. These business lines\nare at different stages of development, and some are not yet operational.\n\n \n\nCertain anticipated revenue sources, including\nvalidator participation on proposed networks such as Converge, are dependent on network launch, adoption, and technical implementation.\nThere can be no assurance that such networks will launch on expected timelines, or at all, or that we will be able to generate meaningful\nrevenue from validator or staking activities.\n\n \n\nTo the extent these opportunities do not materialize,\nwe may rely on alternative infrastructure services, including validator operations on existing blockchain networks or enterprise-facing\ninfrastructure deployments. However, there can be no assurance that such alternatives will be commercially viable or sufficient to support\nour business strategy.\n\n \n\n18\n\n \n\n* *\n\n*Industry-Specific Risks*\n\n \n\nThe digital asset and blockchain industry is relatively\nnascent and subject to rapid change. Market prices of digital assets may be influenced by factors that are difficult to predict or evaluate,\nincluding investor sentiment, technological developments, regulatory announcements, macroeconomic conditions, and liquidity conditions.\n\n \n\nThe industry has also experienced instances of\nfraud, cybersecurity breaches, and operational failures, which may increase regulatory scrutiny and negatively affect market confidence.\n\n \n\nIn addition, scalability limitations and evolving\nprotocol standards may impact the performance, adoption, or economic viability of blockchain-based infrastructure services.\n\n \n\nOur business is subject to significant risks and\nuncertainties, many of which are outside of our control. These risks may individually or collectively have a material adverse effect on\nour business, financial condition, and results of operations. For a more complete discussion of risks relating to our business and industry,\nsee the section entitled “Risk Factors” in the proxy statement/prospectus.\n\n \n\nIntellectual Property\n\n \n\nOur validator business is built on licensed technology\nand intellectual property, which are critical to our blockchain infrastructure operations and strategic initiatives. We have a perpetual\nnon-exclusive royalty-free software license (“License Agreement”) with Schulz von Jacob Ltd. (“SVJ”),\na company that is owned by our Chief Technology Officer, to use its proprietary Node-as-a-Service (“NaaS”) platform software,\nwhich software is the basis of our validator business. Such software will be hosted and operated on StablecoinX’s own infrastructure\nto ensure StablecoinX maintains control over the development and scalability of the validator. Other than the foregoing, we do not own\nor have the right to use any intellectual property as of the date hereof.\n\n \n\nLegal Proceedings\n\n \n\nFrom time to time, the Company or any of its subsidiaries may become\ninvolved in legal proceedings or be subject to claims arising in the ordinary course of their business. None of the Company or any of\nits subsidiaries is currently a party to any legal proceedings, the outcome of which, if determined adversely, is reasonably expected\nto individually or in the aggregate have a material adverse effect on their business or financial condition.\n\n \n\nRisk\nFactors\n\n** **\n\nReference\nis made to the disclosure contained in the definitive proxy statement/prospectus included in the Registration Statement on Form S-4 (File\nNo. 333-290567) filed with the SEC on February 17, 2026 (as supplemented on May 29, 2026, the “Proxy Statement/Prospectus”)\nin the sections entitled “*Summary of the Proxy Statement/Prospectus - Summary Risk Factors*” and “*Risk Factors*,”\nbeginning on pages 20 and 23 of the Proxy Statement/Prospectus, respectively, which is incorporated herein by reference.\n\n \n\nFinancial\nInformation\n\n** **\n\nThe\naudited financial statements of StablecoinX as of and for the year ended December 31, 2025 are set forth in Exhibit 99.1 hereto and are\nincorporated herein by reference.\n\n \n\nThe\naudited financial statements of SC Assets as of and for the year ended December 31, 2025 are set forth in Exhibit 99.2 hereto and are\nincorporated herein by reference.\n\n \n\nThe\nunaudited financial statements of StablecoinX as of and for the three months ended March 31, 2026 are set forth in Exhibit 99.3 hereto\nand are incorporated herein by reference.\n\n \n\nThe\nunaudited financial statements of SC Assets as of and for the three months ended March 31, 2026 are set forth in Exhibit 99.4 hereto\nand are incorporated herein by reference.\n\n \n\nThe\nunaudited pro forma condensed combined financial information of the Company as of and for the three months ended March 31, 2026 are set\nforth in Exhibit 99.5 hereto and are incorporated herein by reference.\n\n \n\n19\n\n \n\n \n\nManagement’s\nDiscussion and Analysis of Financial Condition and Results of Operations\n\n** **\n\nStablecoinX’s\nManagement’s Discussion and Analysis of Financial Condition and Results of Operations for the three months ended March 31, 2026\nis set forth in Exhibit 99.6 hereto and is incorporated herein by reference.\n\n \n\nSecurity\nOwnership of Certain Beneficial Owners and Management\n\n** **\n\nThe\nfollowing table and accompanying footnotes set forth information regarding the beneficial ownership of StablecoinX Common Stock as of\nthe Closing, after giving effect to the Business Combination, by:\n\n \n\n●each\nperson known to be the beneficial owner of more than 5% of the issued and outstanding shares\nof StablecoinX Common Stock;\n\n \n\n●each\nof StablecoinX’s current executive officers and directors; and\n\n \n\n●all\nof StablecoinX’s executive officers and directors as a group.\n\n \n\nBeneficial\nownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security\nif he, she or it possesses sole or shared voting or investment power over that security, including options and warrants that are currently\nexercisable or exercisable within 60 days.\n\n \n\nUnless\notherwise noted in the footnotes to the following table, and subject to applicable community property laws, the persons and entities\nnamed in the table have sole voting and investment power with respect to their beneficially owned stock. Except as indicated in the footnotes\nto the table, each of the security holders listed below has sole voting and investment power with respect to StablecoinX Common Stock\nowned by such stockholder.\n\n \n\n  \nStablecoinX\nClass A Common Stock\n(non-voting)  \nStablecoinX\nClass B Common Stock\n(voting)  \n  \n\n**Name and Address of Beneficial Owner(1)** \nNumber of\nShares\nBeneficially\nOwned  \nApproximate\nPercentage of\nClass  \nNumber of\nShares\nBeneficially\nOwned  \nApproximate\nPercentage of\nClass  \n% of Total\nVoting Power \n\nYoung Cho \n 323,750  \n 1.35% \n 323,750  \n 10.25% \n 10.25%\n\nEdward Chen(2)(3)(4) \n 719,880  \n 3.00% \n 719,880  \n 22.80% \n 22.80%\n\nAhmed J. Aly \n 52,500  \n *  \n 52,500  \n 1.66% \n 1.66%\n\nMarc Piano \n -  \n -  \n -  \n -  \n - \n\nJohn Griffiths \n -  \n -  \n -  \n -  \n - \n\nAlkesh Shah \n -  \n -  \n -  \n -  \n - \n\nThomas Tarala \n -  \n -  \n -  \n -  \n - \n\nAll officers and directors as a group (7 individuals) \n 1,096,130  \n 4.56% \n 1,096,130  \n 34.71% \n 34.71%\n\nOther 5% Shareholders \n    \n    \n    \n    \n   \n\nCPC Sponsor Opportunities 1, LP (3) \n 215,891  \n *  \n 215,891  \n 6.84% \n 6.84%\n\nCPC Sponsor Opportunities 1 (Parallel), LP(4) \n 180,239  \n *  \n 180,239  \n 5.71% \n 5.71%\n\nEthena OpCo(5) \n 3,621,132  \n 15.08% \n 1,813,164  \n 57.42% \n 57.42%\n\n \n\n \n\n*\nIndicates less than 1%.\n\n(1)\nUnless otherwise noted the business address of each of the following individuals is c/o StablecoinX Inc., 16160 Warren parkway, Suite 100, Frisco, TX 75034.\n\n \n\n20\n\n \n\n \n\n(2)Represents\nshares owned by CPC Sponsor Opportunities 1, LP (“CPCSO”), CPC Sponsor Opportunities\n1 (Parallel), LP (“CPC Parallel”) and the Edward Tsun-Wei Chen Trust dated July\n12, 2020. Mr. Chen may be deemed to have voting and investment control with respect to the\nshares owned by such entities.\n\n \n\n(3)CPC\nSponsor Opportunities 1, LP (“CPCSO”) directly owns 215,891 shares of StablecoinX\nClass A Common Stock and 215,891 shares of StablecoinX Class B Common Stock. Carnegie Park\nCapital LLC (“CPC”) is the manager of CPCSO and has investment and dispositive\npower over the shares held by the registered holder. Edward Chen is the Managing Partner\nof CPC and may be deemed to have voting and investment control with respect to the shares\nowned by CPCSO. The address of the Managing Partner of CPC is 200 East 94th Street, #2109,\nNew York, New York 10128.\n\n \n\n(4)CPC\nSponsor Opportunities 1 (Parallel), LP (“CPC Parallel”) directly owns 180,239\nshares of StablecoinX Class A Common Stock and 180,239 shares of StablecoinX Class B Common\nStock. CPC is the manager of CPC Parallel and has investment and dispositive power over the\nshares held by the registered holder. Edward Chen is the Managing Partner of CPC and may\nbe deemed to have voting and investment control with respect to the shares owned by CPC Parallel.\nThe address of the Managing Partner of CPC is 200 East 94th Street, #2109, New York, New\nYork 10128.\n\n \n\n(5)The\naddress of Ethena OpCo is Craigmuir Chambers, Road Town, Tortola, VG1110, British Virgin Islands.\n\n \n\n**Directors\nand Executive Officers**\n\n** **\n\nReference\nis made to the disclosure in the subsections entitled “Board of Directors” and “Executive Officers” in Item 5.02\nof this Current Report, which are incorporated herein by reference. Further reference is made to the section of the Proxy Statement/Prospectus\nentitled “*Management of StablecoinX Following the Business Combination*,” beginning on page 247 of the Proxy Statement/Prospectus,\nwhich is incorporated herein by reference.\n\n \n\nInformation\nwith respect to the independence of the Company’s directors is set forth in the Proxy Statement/Prospectus in the section entitled\n“*Management of StablecoinX Following the Business Combination – Director Independence*,” beginning on page 250\nof the Proxy Statement/Prospectus, which is incorporated herein by reference.\n\n \n\nCommittees\nof the Board of Directors\n\n** **\n\nReference\nis made to the disclosure in the subsections entitled “Board of Directors” in Item 5.02 of this Current Report, which is\nincorporated herein by reference. Further reference is made to the section of the Proxy Statement/Prospectus entitled “*Management\nof the Combined Company Following the Business Combination - Board Committees*,” on page 247 of the Proxy Statement/Prospectus,\nwhich is incorporated herein by reference.\n\n \n\nManagement\nCompensation\n\n** **\n\nA\ndescription of the compensation of the named executive officers and directors of StablecoinX prior to the consummation of the Business\nCombination is set forth in the section of the Proxy Statement/Prospectus entitled “*Executive and Director Compensation*,”\nbeginning on page 242 of the Proxy Statement/Prospectus, which is incorporated herein by reference. Reference is made to the disclosure\nin Item 5.02 of this Current Report is incorporated herein by reference.\n\n \n\n21\n\n \n\n \n\nAs\nStablecoinX was incorporated on July 7, 2025, StablecoinX had no management or directors as of December 31, 2025. No compensation was\npaid by StablecoinX to its named executive officers during the fiscal year ended December 31, 2025, and no compensation was paid by StablecoinX\nto its directors during the fiscal year December 31, 2025. There are no outstanding equity awards held by StablecoinX named executive\nofficers or directors as of December 31, 2025.\n\n \n\nCertain\nRelationships and Related Transactions, and Director Independence\n\n** **\n\nReference\nis made to the sections of the Proxy Statement/Prospectus entitled “*Management of StablecoinX Following the Business Combination\n– Director Independence*” and “*Certain Relationships and Related Party Transactions,*” beginning on\npages 250 and 237 of the Proxy Statement/Prospectus, respectively, which are incorporated herein by reference.\n\n \n\nOn\nApril 14, 2026, the Company entered into a DVN Services Agreement with Ethena (the “DVN Services Agreement”), pursuant to\nwhich Ethena agreed to pay the Company a fee equal to one basis point (0.01%) of aggregate cross-chain transaction volume processed through\nthe Company’s DVN infrastructure, with fees calculated based on total transaction volume processed, rather than on a per-transaction\nbasis.\n\n \n\n*The\nforegoing description of the DVN Services Agreement does not purport to be complete and is qualified in its entirety by the full text\nof the DVN Services Agreement, a copy of which is attached hereto as Exhibit 10.12 and is incorporated herein by reference*.\n\n \n\nIn connection with the development of the Stablecoin Harness, on April\n14, 2026, the Company and Ethena entered into a binding memorandum of understanding (the “Stablecoin Harness MOU”), pursuant\nto which the parties agreed to use commercially reasonable efforts to negotiate one or more definitive agreements relating to (i) the\npotential integration of components of the Company’s Stablecoin Harness product into certain products and services being developed\nwithin the Ethena ecosystem and (ii) the potential joint development of payments and financial infrastructure, including fiat-to-crypto\non-ramping functionality and cross-chain infrastructure. The Stablecoin Harness MOU contemplates that the parties may collaborate through\na joint venture, technical services arrangement or other mutually agreed structure and that any products or services developed pursuant\nto the parties’ collaboration may, subject to commercial, technical and operational considerations, utilize jointly developed architecture\nand services. The parties also agreed to discuss potential co-marketing initiatives and to negotiate the allocation of intellectual property\nrights and potential revenue streams in connection with any definitive agreements. The Stablecoin Harness MOU has an initial term of one\nyear and will terminate automatically upon execution of definitive agreements, if any. No definitive agreements have been entered into,\nand there can be no assurance regarding the scope, timing or commercial success of any contemplated integration, collaboration or commercial\narrangement, or that any definitive agreements will ultimately be executed.\n\n \n\nIn\nconnection with its Distribution Services business, on May 22, 2026, the Company and Ethena OpCo entered into a definitive Distribution\nPartnership Agreement (the “Distribution Agreement”), pursuant to which Ethena OpCo has appointed the Company as a non-exclusive\ndistribution partner to facilitate broader adoption of Ethena’s digital dollar products, USDe and USDtb (collectively, the “Ethena\nProducts”), among institutional investors. Under the Distribution Agreement, the Company may pursue such activities through (i)\non-balance sheet acquisitions of Ethena Products, funded through the issuance of debt, equity, or hybrid securities and the use of proceeds\nto acquire such products, or (ii) off-balance sheet arrangements, including the sponsorship and management of investment products such\nas exchange-traded products, exchange-traded funds, mutual funds, private funds, or other similar vehicles designed to obtain exposure\nto Ethena Products. Pursuant to the Distribution Agreement, Ethena OpCo will pay the Company a fee initially equal to five basis points\n(0.05%) of the gross dollar equivalent of Ethena Products acquired through such distribution activities during the applicable calendar\nmonth, including any leverage, debt, or margin utilized in connection therewith. The fee rate may be adjusted by mutual written agreement\nof the parties to any rate within a range of one to ten basis points. Fees, if any, are payable monthly in arrears no later than 20 calendar\ndays following the end of each applicable month and may be paid in USDe, USDtb, USDC, or fiat currency.\n\n* *\n\n**\n\n22\n\n \n\n* *\n\n*The\nforegoing description of the Distribution Agreement does not purport to be complete and is qualified in its entirety by the full text\nof the Distribution Agreement, a copy of which is attached hereto as Exhibit 10.13 and is incorporated herein by reference*.\n\n \n\nLegal\nProceedings\n\n** **\n\nReference\nis made to the section of the Proxy Statement/Prospectus entitled “*Information About SC Assets - Legal Proceedings*,”\non page 217 of the Proxy Statement/Prospectus, which is incorporated herein by reference.\n\n \n\nMarket\nPrice of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters\n\n** **\n\nPrior\nto the Closing, TLGY Units, TLGY Class A Ordinary Shares and Public Warrants were quoted on the OTC Markets Group Pink Limited under\nthe symbols “TLGUF”, “TLGYF” and “TLGWF”, respectively. Upon the consummation of the Business Combination,\nStablecoinX’s Class A Common Stock and Public Warrants began trading on Nasdaq under the symbols “USDE” and “USDEW”,\nrespectively.\n\n \n\nStablecoinX\nhas not paid any cash dividends on shares of its Class A Common Stock to date. The payment of any cash dividends in the future will be\nwithin the discretion of the Board. The payment of cash dividends in the future will be contingent upon StablecoinX’s revenues\nand earnings, if any, capital requirements, and general financial condition. It is the present intention of Board to retain all earnings,\nif any, for use in business operations, and accordingly, the Board does not anticipate declaring any dividends in the foreseeable future.\n\n \n\nAs of the Closing and following the completion of the Business Combination,\nStablecoinX had 24,029,375 shares of StablecoinX Class A Common Stock issued and outstanding held of record by 138 holders and 3,157,754\nshares of StablecoinX Class B Common Stock issued and outstanding held of record by 23 holders. StablecoinX also had 11,499,988 Public\nWarrants outstanding held of record by one holder. Such numbers do not include Depository Trust Company participants or beneficial owners\nholding shares through nominee names.\n\n \n\nRecent\nSales of Unregistered Securities\n\n** **\n\nReference\nis made to the disclosure set forth below under Item 3.02 of this Current Report concerning the issuance and sale by StablecoinX of certain\nunregistered securities in connection with the Business Combination, which is incorporated herein by reference.\n\n \n\nInformation\nregarding Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”), and its use by former shell companies\nis set forth in the Proxy Statement/Prospectus in the section titled “*Securities Act Restrictions on Resale of Securities*”\non page 254 and is incorporated herein by reference.\n\n \n\nDescription\nof Registrant’s Securities to be Registered\n\n** **\n\nReference\nis made to the section of the Proxy Statement/Prospectus entitled “*Description of StablecoinX’s Securities*,”\nbeginning on page 225 of the Proxy Statement/Prospectus, which is incorporated herein by reference.\n\n \n\n23\n\n \n\n \n\nIndemnification\nof Directors and Officers\n\n** **\n\nReference\nis made to the section of the Proxy Statement/Prospectus entitled “*Certain Relationships and Related Person Transactions –Indemnification\nof Directors and Officers*,” beginning on page 241 of the Proxy Statement/Prospectus, which is incorporated herein by reference."}