On December 29th, an S-4 amendment for the Ethena DAT was filed. It’s a bit of a depressing read, since it serves as a reminder that this thing will de-SPAC with unrealized losses on all of its ENA (much of which vests over several years), despite being given 30% discount at the time of the token purchase agreements.

The DAT also has not yet secured approval for listing on Nasdaq or another national securities exchange. This is a condition for closing to occur unless waived.

The CEO of the SPAC is expected to continue as either CEO or CFO of the new DAT. He was previously the CFO at Celsius 2019-2020 (not mentioned in his background on p186)

We also have confirmation that Guy Young is expected to own 5.5-5.6% of the Class A shares (not including his participation in the PIPE), Ethena entities own around 13% (inclusive of participation in the PIPE).

Class B shares, which have the voting power, will be controlled by Ethena (65.3-65.4% ownership), which confirms Ethena will have control over the DAT. For the avoidance of doubt, the DAT is prohibited from launching a token.

Moving to the financial information in the filing, I think Ethena will come to regret having its DAT so closely related to Ethena Foundation and Ethena OpCo. Beginning life with unrealized losses on the ENA is only going to make them wish harder they had structured this DAT with a better understanding of rules around GAAP valuations on crypto.

The filing seems to confirm that accounting statements are almost guaranteeing poor GAAP book value growth once audited statements are required post de-SPAC. Accounting Note 4(C) states digital assets value “reflects the fair value of the ENA tokens...” continuing with “…has therefore valued the ENA tokens as of December 22, 2025…”

Unfortunately for the DAT, they will NOT be able to use fair value and shouldn’t be using them now. GAAP generally only allows for fair value accounting of crypto under specific circumstances, which this DAT seems like it will obviously be unable to meet, due to the DAT’s close affiliation with the token issuers. They likely need to use cost-less-impairment, which means accounting value can only go down and not up.

For now, this valuation (~20 cents) won’t cause problems because it’s basically the bottom price since holding. But the DAT will have to continue to carry these tokens at the low price even if ENA 10x’d.

With an estimated net loss per share of $0.41 for 2025, the DAT will feel the impact of not being allowed to show gains if ENA price recovers. They’ll need to work hard to broadcast nonstandard accounting metrics to a retail audience (like Saylor does with mNAV), but that’s easier said than done because you need to convince your prospective investors that GAAP isn’t actually a good way to view your company.

In all fairness, the Ethena DAT is probably not the only one to have skimmed over the accounting relief for crypto, but this is why you don’t want token issuers involved in the DAT — you get worse accounting treatment!