SCHEDULE: Tether Affiliate Takes 11.5% Stake in Gold.com

Tether Global Investments Fund's subsidiary, TPM, S.A. de C.V., has acquired an 11.5% stake in Gold.com, Inc. through a $150 million private placement, signaling potential joint ventures and board representation.

Summary

• Tether Global Investments Fund, through its subsidiary TPM, S.A. de C.V., and Giancarlo Devasini, have acquired 2,840,449 shares of Gold.com, Inc. Common Stock.
• This represents an 11.5% beneficial ownership stake in Gold.com, Inc., based on 24,644,386 outstanding shares as of October 31, 2025.
• The acquisition is part of a $150 million private placement (PIPE Financing) where TPM agreed to purchase a total of 3,370,787 shares at $44.50 per share.
• The first tranche of 2,840,449 shares, totaling $126.4 million, closed on February 6, 2026.
• A second tranche of 530,337 shares, valued at $23.6 million, is pending regulatory clearance under the Hart-Scott-Rodino Act.
• The purchase price of $44.50 per share represents an 11.9% discount to Gold.com's 10-day volume weighted average price on the NYSE as of February 4, 2026.
• Gold.com, Inc. will use $20 million of the proceeds to acquire XAUT, a gold-backed stablecoin sponsored by an affiliate of TPM.
• The parties intend to negotiate additional agreements for gold lending, gold storage, and other commercial arrangements.
• An Investor Rights Agreement grants TPM the right to nominate one director to Gold.com's board and provides customary registration rights for its shares.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a moderately positive development, as it secures significant capital and a strategic partner, despite the share discount and the partner's past regulatory issues.

Positives

• Gold.com, Inc. secured $150 million in equity financing through a private placement.
• The investment from Tether Global Investments Fund, a significant player in emerging technologies and financial infrastructure, could bring strategic partnerships and expertise.
• The agreement includes potential joint business arrangements, gold lending, and gold storage, which could expand Gold.com's business operations.
• The acquisition of XAUT, a gold-backed stablecoin, aligns Gold.com with digital asset trends and potentially diversifies its offerings.

Negatives

• The shares were acquired at a discount of 11.9% to the 10-day volume weighted average price, which could be perceived as dilutive to existing shareholders.
• The second tranche of the private placement is subject to regulatory approval (Hart-Scott-Rodino Act), introducing a potential delay or uncertainty for the full capital infusion.
• The reporting person, Tether Global Investments Fund, has a history of significant regulatory settlements with the CFTC ($41 million) and NYAG ($18.5 million) for issues related to stablecoin backing and fund transfers, which could introduce reputational risk by association for Gold.com, Inc.

Risks

• The second tranche of the PIPE financing is contingent on the expiration or early termination of the Hart-Scott-Rodino Act waiting period, which could delay or prevent the full $150 million investment.
• The Reporting Persons (Tether Global Investments Fund, TPM, and Giancarlo Devasini) have indicated they may seek to influence Gold.com's business, operations, strategy, governance, or even propose extraordinary corporate transactions, which could lead to significant changes for the Issuer.
• Gold.com, Inc.'s association with Tether Global Investments Fund, which has a history of regulatory issues with the CFTC and NYAG regarding stablecoin backing and fund transfers, could expose Gold.com, Inc. to reputational or regulatory scrutiny.
• The success of the intended joint business arrangements, gold lending, and gold storage agreements is subject to mutual agreement and reasonable commercial discretion, meaning they are not guaranteed to materialize or be favorable.

Future Outlook

The Reporting Persons intend to review their investment in Gold.com, Inc. periodically and may increase or decrease their stake. They also plan to engage in joint business arrangements, including gold lending and storage, and may seek to influence Gold.com's strategic direction, corporate governance, or even propose extraordinary corporate transactions. Gold.com, Inc. is committed to using $20 million of the proceeds to acquire XAUT, a gold-backed stablecoin, and will negotiate further commercial agreements.

Management Comments

• "The Reporting Persons acquired these interests in connection with the intention to enter into certain joint business arrangements to be led by the respective management teams of the parties."
• "The Reporting Persons intend to review the Reporting Persons' investments in the Issuer from time to time and, in the course of such review, the Reporting Persons may take any of the foregoing actions with respect to their investment in the Issuer, or make other decisions or take other actions with respect to the Issuer."
• "Such discussions and actions may be preliminary and exploratory in nature, and not rise to the level of a plan or proposal."

Industry Context

StockSavvy.ai notes that this significant investment by a Tether affiliate into Gold.com, Inc. highlights a growing convergence between traditional precious metals markets and the digital asset space, particularly stablecoins. The planned acquisition of XAUT by Gold.com, Inc. positions the company to capitalize on the increasing demand for tokenized real-world assets and the broader trend of financial institutions exploring blockchain-based solutions for commodities. This move could also signal a strategic expansion for Tether beyond its core stablecoin offerings into direct equity investments in companies that align with its broader vision for financial infrastructure and emerging technologies.

Comparison to Industry Standards

• The 11.9% discount on the private placement shares is within the typical range for PIPE deals, which often involve a discount to market price to incentivize large institutional investments and provide capital certainty. For example, similar PIPE transactions in the past have seen discounts ranging from 5% to 15% depending on market conditions and the strategic nature of the investment.
• The granting of a board seat to a significant investor like TPM (holding 11.5%) is a standard corporate governance practice, aligning the investor's influence with their ownership stake. This is comparable to arrangements seen in other strategic investments, such as when Berkshire Hathaway takes a substantial stake in a company and often secures board representation.
• The commitment to use $20 million of proceeds to acquire a gold-backed stablecoin (XAUT) is a novel strategic move, positioning Gold.com, Inc. at the forefront of integrating traditional gold assets with digital finance. This contrasts with traditional gold companies that primarily focus on mining, refining, or physical storage, and aligns more with innovative financial technology firms exploring tokenization.

Management Changes

Corporate Governance

Legal Proceedings

• In October 2021, the U.S. Commodity Futures Trading Commission (CFTC) settled regulatory proceedings against Tether Global Investments Fund, S.I.C.A.F., S.A. (and affiliates) for $41 million, related to allegations of untrue or misleading statements regarding USDT backing from June 2016 to February 2019.
• In February 2021, the Office of the Attorney General of the State of New York (NYAG) settled a 2019 proceeding with Tether Global Investments Fund, S.I.C.A.F., S.A. (and affiliates) for $18.5 million in penalties, related to fund transfers between Bitfinex and Tether, and required discontinuation of trading with New York persons/entities and mandatory reporting.

Related Party Transactions

• Gold.com, Inc. will use $20 million of the private placement proceeds to acquire XAUT, a gold-backed stablecoin sponsored by an affiliate of TPM, S.A. de C.V., which is a controlled subsidiary of Tether Global Investments Fund, S.I.C.A.F., S.A.

Stakeholder Impact

• Shareholders: Potential dilution from the private placement at a discount, but also potential for increased capital, strategic partnerships, and growth. The new investor's board representation could influence future corporate decisions.
• Employees: No direct impact mentioned, but strategic shifts or joint ventures could lead to new opportunities or changes in operational focus.
• Customers: Potential for new product offerings (e.g., gold-backed stablecoin, gold lending/storage services) if joint ventures materialize.
• Creditors: Improved financial health due to capital raise could strengthen the company's balance sheet.

Next Steps

• Expiration or early termination of the Hart-Scott-Rodino Act waiting period for the second tranche of the PIPE financing.
• Gold.com, Inc. to take necessary corporate action to appoint TPM's nominee to the board of directors.
• Negotiation and execution of additional agreements relating to gold lending, gold storage, and other related commercial arrangements between Gold.com, Inc. and TPM.
• Reporting Persons may review their investment and potentially engage in discussions or propose actions regarding Gold.com's strategy, governance, or corporate structure.

Key Dates

Recommendation

The significant capital infusion and strategic partnership with Tether Global Investments Fund offer clear growth potential for Gold.com, Inc., particularly in the evolving digital asset space. However, the discount on the shares and the reputational risks associated with Tether's past regulatory issues introduce a degree of uncertainty. The potential for future strategic shifts or extraordinary corporate transactions by the new significant shareholder also warrants a cautious approach. Therefore, a "hold" recommendation is appropriate as investors should monitor the integration of the partnership, the realization of joint ventures, and the impact of the new board member before making further investment decisions.

Keywords

Gold.com, Tether Global Investments Fund, TPM, Giancarlo Devasini, Schedule 13D, PIPE Financing, Private Placement, Equity Investment, Gold, XAUT, Stablecoin, Corporate Governance, Board Nomination, Strategic Investment, Digital Assets, Financial Inclusion