SCHEDULE: Tether Group Takes 21.5% Stake in Aurelion Inc.

Tether Global Investments Fund and its affiliates have acquired a 21.5% stake in Aurelion Inc. with intent to exercise control and influence strategic direction.

Summary

• Tether Global Investments Fund, S.I.C.A.F., S.A., Tether Investments, S.A. de C.V., and Giancarlo Devasini (collectively, the "Reporting Persons") have acquired 41,666,668 Class A Ordinary Shares of Aurelion Inc.
• This acquisition represents 21.5% of Aurelion Inc.'s outstanding Class A Ordinary Shares, calculated based on 193,473,175.2 shares as of December 31, 2025.
• The Reporting Persons' total voting power in Aurelion Inc. is 1.28% due to the existence of Class B Ordinary Shares with 50 votes per share.
• The acquisition included 41,666,668 Class A Ordinary Shares, 20,833,334 Series A-1 Warrants, and 20,833,334 Series A-2 Warrants for an aggregate purchase price of $15 million.
• The funds for the acquisition came from 15 million Tether stablecoin (USDT) paid by Tether Investments, S.A. de C.V.
• The acquisition is part of a larger $100 million private placement (PIPE Financing) and a $50 million three-year term loan (Facility) for Aurelion Inc., announced on October 10, 2025.
• Aurelion Inc. intends to implement a Tether Gold (XAUt) treasury strategy, using XAUt as its primary treasury reserve asset.

Sentiment

Score: 7

Explanation: The filing indicates a significant strategic investment and capital injection into Aurelion Inc., coupled with an innovative treasury strategy. While past regulatory issues of the investor are noted, the overall intent to control and provide capital is generally positive for the issuer's prospects, albeit with potential for significant strategic shifts.

Positives

• Significant strategic investment by Tether Group, indicating confidence in Aurelion Inc.'s future.
• The $15 million equity investment, part of a larger $150 million financing package (PIPE and term loan), provides substantial capital to Aurelion Inc.
• Tether's intent to actively participate in management and strategic direction could bring valuable expertise and resources, particularly in emerging technologies and digital assets.
• Aurelion Inc.'s adoption of a Tether Gold (XAUt) treasury strategy aligns with innovative digital asset management.

Negatives

• The Reporting Persons' 21.5% equity stake translates to only 1.28% of total voting power, limiting their direct control over certain corporate actions if Class B shareholders oppose.
• Past regulatory issues involving Tether entities (CFTC and NYAG settlements) could raise concerns about governance and compliance, potentially impacting Aurelion Inc. by association.

Risks

• The Reporting Persons intend to exercise control and may propose extraordinary corporate transactions, including mergers, reorganizations, or liquidations, which could alter Aurelion Inc.'s structure or existence.
• Potential changes to Aurelion Inc.'s business, operations, strategy, future plans, financial or governance matters, Board composition, management, capitalization, ownership structure, dividend policy, or corporate structure are possible.
• Tether Global Investments Fund, S.I.C.A.F., S.A. and Tether Investments, S.A. de C.V. have a history of regulatory proceedings, including a $41 million civil monetary penalty from the CFTC in October 2021 for misleading statements regarding USDT backing, and an $18.5 million settlement with the NYAG in February 2021 for alleged unregistered securities offerings and other violations.

Future Outlook

The Reporting Persons intend to actively participate in Aurelion Inc.'s management and strategic direction. They may increase or decrease their investment, and potentially propose or support extraordinary corporate transactions, changes in business operations, governance, board composition, capitalization, or corporate structure. Aurelion Inc. also plans to implement a Tether Gold (XAUt) treasury strategy.

Management Comments

• Giancarlo Devasini has a greater than 50% voting interest in Tether Global Investments Fund, S.I.C.A.F., S.A. and disclaims beneficial ownership of shares except to the extent of his pecuniary interest.

Industry Context

This investment highlights the increasing convergence of traditional public markets with the digital asset ecosystem. Tether, a major player in stablecoins and broader crypto investments, is expanding its influence into publicly traded companies like Aurelion Inc. The adoption of a Tether Gold (XAUt) treasury strategy by Aurelion Inc. signals a growing trend among companies to explore alternative reserve assets beyond traditional fiat or commodities, leveraging digital assets for treasury management. This move could position Aurelion Inc. at the forefront of digital asset integration within corporate finance, potentially attracting investors interested in this hybrid model.

Comparison to Industry Standards

• The acquisition of a 21.5% stake with an intent to exercise control is a significant move, comparable to activist investor strategies seen in companies like Elliott Management's involvement with Salesforce or Starboard Value's engagement with various public companies, aiming to drive strategic changes.
• Tether's investment focus on 'emerging technologies, such as artificial intelligence and peer-to-peer platforms, sustainable Bitcoin mining operations, and digital education initiatives' aligns with broader venture capital and strategic investment trends, similar to how SoftBank's Vision Fund targets disruptive technologies.
• Aurelion Inc.'s planned adoption of a Tether Gold (XAUt) treasury strategy is an innovative approach to corporate treasury management, moving beyond traditional cash or short-term securities. This is a nascent trend, but it echoes early corporate adoptions of Bitcoin as a treasury asset by companies like MicroStrategy, albeit with a gold-backed digital asset rather than a volatile cryptocurrency.

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 other Tether entities) for a civil monetary penalty of $41 million. Allegations included untrue or misleading statements regarding USDT being fully backed by U.S. Dollars 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 (and Bitfinex companies) by paying $18.5 million in penalties. The agreement also required discontinuing trading activity with New York persons or entities and submitting to mandatory reporting on certain business functions.

Stakeholder Impact

• **Shareholders**: Potential for significant strategic shifts, changes in corporate governance, and capital structure due to the Reporting Persons' intent to exercise control. The adoption of an XAUt treasury strategy could also impact shareholder perception and valuation.
• **Management/Employees**: Potential for changes in management and strategic direction, which could affect roles, responsibilities, and company culture.
• **Customers/Suppliers**: Changes in business operations or strategy could impact existing customer relationships and supply chain dynamics.
• **Creditors**: The $50 million three-year term loan increases Aurelion Inc.'s debt obligations, which creditors will monitor. The overall financing package, however, strengthens the company's financial position.

Next Steps

• The Reporting Persons may increase or decrease their investment in Aurelion Inc. based on various factors.
• The Reporting Persons may communicate with Aurelion Inc.'s Board, management, or other stockholders regarding strategic alternatives.
• The Reporting Persons may engage advisors to assist in reviewing or recommending actions related to their investment.
• The Reporting Persons may propose or support extraordinary corporate transactions, changes in business, governance, or capitalization of Aurelion Inc.
• Aurelion Inc. intends to implement a Tether Gold (XAUt) treasury strategy.

Key Dates

Recommendation

The filing indicates a significant strategic investment and capital infusion into Aurelion Inc., which is generally positive. However, the intent to exercise control by the Reporting Persons, coupled with their past regulatory issues, introduces a degree of uncertainty regarding future corporate direction and potential governance risks. While the capital raise is beneficial, the long-term implications of the new controlling shareholder's influence and the innovative, yet potentially volatile, XAUt treasury strategy warrant a 'hold' recommendation until more clarity emerges on the execution of these strategic shifts and their impact on Aurelion Inc.'s operational and financial performance.

Keywords

Aurelion Inc., Tether Global Investments Fund, Tether Investments, Giancarlo Devasini, Class A Ordinary Shares, Schedule 13D, Beneficial Ownership, Strategic Investment, PIPE Financing, Term Loan, Tether Gold, XAUt, Treasury Strategy, Digital Assets, Emerging Technologies, Corporate Control, SEC Filing