The Token Purchase Agreement dated September 5, 2025 reveals that PIPE investors acquired 914,341,825.83 ENA tokens at $0.29 per token for total consideration of $265,159,129.49. This represents a significant discount to current market prices and establishes the institutional cost basis for the Ethena ecosystem.
Token Purchase Agreement Summary
The Token Purchase Agreement (Annex H-2 of the S-4 filing) between Ethena OPCO LTD (Seller) and StablecoinX Assets Inc. (Purchaser, acting as administrative agent for PIPE Subscribers) contains the following material terms:
| Token Purchase Terms | Value | Details |
|---|---|---|
| Sale Tokens | 914,341,825.83 ENA | Tokens to be held at Anchorage Digital Bank |
| Total Consideration | $265,159,129.49 | Paid in USD or USDC/USDT |
| Price Per Token | $0.29 | Institutional PIPE entry price |
| Custodian | Anchorage Digital Bank N.A. | Federally chartered digital asset bank |
| Agreement Date | September 5, 2025 | Execution version |
| Seller | Ethena OPCO LTD | British Virgin Islands entity |
| Purchaser | StablecoinX Assets Inc. | Acting as agent for PIPE Subscribers |
| Governing Law | British Virgin Islands | BVI courts exclusive jurisdiction |
Lock-Up Structure (48 Months)
Section 7 of the Token Purchase Agreement establishes strict transfer restrictions designed to align PIPE investor interests with long-term Ethena ecosystem success:
The 48-month contractual lock-up period (the "Restricted Period") prevents PIPE investors from selling their ENA tokens immediately upon acquisition. This structure demonstrates long-term commitment and prevents immediate selling pressure on the token.
| Unlock Schedule | Percentage | Tokens Released | Timing |
|---|---|---|---|
| First Unlock | 25% | 228,585,456.46 | 12-month anniversary of Completion |
| Monthly Unlock (36 months) | ~2.08%/month | 19,048,788.04/month | Months 13-48 |
| Full Unlock | 100% | 914,341,825.83 | 48-month anniversary |
Permitted Activities During Lock-Up
Despite the transfer restrictions, PIPE investors may engage in the following activities with their locked tokens:
- Staking: Tokens may be staked to earn protocol rewards
- Governance Voting: Tokens retain voting rights for protocol governance decisions
- Transfers to Affiliates: Internal transfers to affiliated entities are permitted
- Transfers to Custodians: Moving tokens between approved custodians is allowed
Carnegie Park Capital — SPAC Sponsor Confirmed
The Amended and Restated Sponsor Support Agreement (Annex I) confirms the SPAC sponsor structure:
| Sponsor Entity | Signatory | Contact |
|---|---|---|
| CPC Sponsor Opportunities I, LP | Edward Tsun-Wei Chen | tchen@carnegieparkcapital.com |
| CPC Sponsor Opportunities I (Parallel), LP | Edward Tsun-Wei Chen | East 94th Street, New York |
Carnegie Park Capital, led by Edward Chen, serves as the primary sponsor of the TLGY SPAC. The sponsor entities hold 5,449,700 Founder Shares and 11,259,500 Private Placement Warrants. Upon closing, sponsors receive Retained Shares equal to 3% of total Pubco Class A Stock outstanding.
Sponsor Economics
| Sponsor Holdings | Value |
|---|---|
| Founder Shares (Class B) | 5,449,700 |
| Private Placement Warrants | 11,259,500 |
| Retained Shares (Post-Close) | 3% of Pubco Class A |
| Private Placement Warrant Exchange | 7.3127% of Retained Shares |
| Founder Share Exchange | 92.6873% of Retained Shares |
Fairness Opinion Valuation
Scalar LLC provided an independent fairness opinion (Annex M) dated July 20, 2025, establishing key valuation metrics for the transaction:
| Fairness Opinion Metrics | Value | Source |
|---|---|---|
| Trust Account Balance | $6,051,707 | As of June 30, 2025 |
| Public Shares Outstanding | 489,887 | Subject to redemption |
| Implied Value Per Share | $12.35 | Trust / Shares calculation |
| Opinion Provider | Scalar, LLC | Independent financial advisor |
| Opinion Date | July 20, 2025 | Pre-agreement |
| Fee Structure | Contingent on closing | Success-based compensation |
Custody Arrangements
The ENA tokens are held in custody at Anchorage Digital Bank N.A., a federally chartered digital asset bank. Anchorage is one of the most reputable institutional custodians in the cryptocurrency industry, providing bank-grade security and regulatory compliance. The use of Anchorage signals the institutional seriousness of the transaction.
Key custody provisions:
- Custodial Account Wallet Address established for benefit of PIPE Subscribers
- Tokens held in segregated accounts
- Federal banking oversight and compliance
- Insurance and security protocols
Registration Rights Agreement
The Registration Rights Agreement (Annex K) provides PIPE investors with liquidity mechanisms post-closing:
| Registration Rights Terms | Value |
|---|---|
| Shelf Registration Deadline | 45 days after closing |
| Effectiveness Deadline | 90 days (120 if SEC reviews) |
| Demand Registrations | 3 per 12-month period |
| Shelf Underwriting Rights | 3 per 12-month period |
| Minimum Demand Threshold | $25,000,000 |
Lock-Up Agreement (Equity)
Separate from the token lock-up, the Lock-Up Agreement (Annex L) governs equity securities:
| Lock-Up Agreement Terms | Value |
|---|---|
| Lock-Up Period | 6 months from Closing Date |
| Early Release Trigger | Liquidation or merger |
| Prohibited Transfers | Sale, pledge, swap, public announcement |
Permitted Transferees
- Affiliates
- Family trusts
- Charitable organizations
- Estate planning vehicles
- QDRO (divorce-related)
- Company repurchases
- Tax obligation settlements
- Bona fide pledges (no foreclosure during lock-up)
ENA Token Economics
Significance for YYAI Thesis
The $0.29 institutional entry price for ENA tokens establishes a clear cost basis for sophisticated PIPE investors. If these same institutions participated in YYAI's December 2025 placement at $1.02 (a 70% discount to cash), they are applying the same discounted entry strategy across the Ethena ecosystem. Carnegie Park Capital's confirmed role as SPAC sponsor provides a direct link to the institutional capital backing both StablecoinX and potentially YYAI.
Connecting the Dots
| Investment | Entry Price | Discount | Investors |
|---|---|---|---|
| StablecoinX PIPE (ENA) | $0.29/token | Discounted to market | Dragonfly, Pantera, Polychain, Brevan Howard, etc. |
| YYAI December Placement | $1.02/share | 70% discount to cash | 9 undisclosed accredited investors |
The pattern suggests coordinated positioning across the Ethena ecosystem by sophisticated institutional investors who have identified the value opportunity before the broader market.
S-4 Annexes Summary
Key documents from the StablecoinX S-4 filing that support this analysis:
| Annex | Document | Key Information |
|---|---|---|
| Annex H-2 | Token Purchase Agreement | 914M ENA @ $0.29; 48-mo lock-up; Anchorage custody |
| Annex I | A&R Sponsor Support Agreement | Carnegie Park Capital confirmed; Edward Chen signatory |
| Annex J | Seller Support Agreement | Young Cho ownership; voting commitments |
| Annex K | A&R Registration Rights Agreement | Post-closing registration rights for shareholders |
| Annex L | Lock-Up Agreement | 6-month lock-up for insiders post-closing |
| Annex M | Fairness Opinion (Scalar LLC) | $12.35/share implied value; $6.05M trust account |