Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
|
Aurelion Inc. (Name of Issuer) |
Class A Ordinary Shares, par value $0.000625 per share (Title of Class of Securities) |
G7244A119 (CUSIP Number) |
Tether Global Investments Fund Final Av. La Revolucion, Edif. Centro, Corporativo Presidente Plaza, Nivel 12 San Salvador, H3, 00000 4420 4621 1793 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
10/10/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. | G7244A119 |
| 1 |
Name of reporting person
Tether Global Investments Fund, S.I.C.A.F., S.A. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
 | ||||||||
| 6 | Citizenship or place of organization
EL SALVADOR
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
41,666,668.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
21.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Note in relation to Items 8, 10 and 11: Includes 41,666,668 Class A Ordinary Shares, par value $0.000625 per share, of Aurelion Inc. held by Tether Investments, S.A. de C.V., a controlled subsidiary of Tether Global Investments Fund, S.I.C.A.F., S.A. (f/k/a Tether Holdings, S.A. de C.V.). Note in relation to Item 13: This percentage is calculated based upon 193,473,175.2 issued and outstanding Class A Ordinary Shares reported as outstanding as of December 31, 2025, which excludes from the 215,695,399.2 Class A Ordinary Shares reported as outstanding as of December 31, 2025 in the Issuer's Form 20-F filed with the Securities and Exchange Commission on January 6, 2026 the 22,222,224 Class A Ordinary Shares issuable upon exercise of the Pre-Funded Warrants, pursuant to Rule 13d-3(d)(1)(i)(D). The Reporting Persons (as defined below) hold 1.28% of voting power of all the outstanding ordinary shares of the Company, on the basis that the Reporting Persons hold 41,666,668 Class A Ordinary Shares and no Class B Ordinary Shares, and considering that holders of the Class A Ordinary Shares are entitled to one vote per share while holders of the Class B Ordinary Shares are entitled to 50 votes per share.
SCHEDULE 13D
|
| CUSIP No. | G7244A119 |
| 1 |
Name of reporting person
Tether Investments, S.A. de C.V. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
EL SALVADOR
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
41,666,668.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
21.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
Note in relation to Items 8, 10 and 11: Includes 41,666,668 Class A Ordinary Shares, par value $0.000625 per share, of Aurelion Inc. held by Tether Investments, S.A. de C.V., a controlled subsidiary of Tether Global Investments Fund, S.I.C.A.F., S.A. (f/k/a Tether Holdings, S.A. de C.V.). Note in relation to Item 13: This percentage is calculated based upon 193,473,175.2 issued and outstanding Class A Ordinary Shares reported as outstanding as of December 31, 2025, which excludes from the 215,695,399.2 Class A Ordinary Shares reported as outstanding as of December 31, 2025 in the Issuer's Form 20-F filed with the Securities and Exchange Commission on January 6, 2026 the 22,222,224 Class A Ordinary Shares issuable upon exercise of the Pre-Funded Warrants, pursuant to Rule 13d-3(d)(1)(i)(D). The Reporting Persons hold 1.28% of voting power of all the outstanding ordinary shares of the Company, on the basis that the Reporting Persons hold 41,666,668 Class A Ordinary Shares and no Class B Ordinary Shares, and considering that holders of the Class A Ordinary Shares are entitled to one vote per share while holders of the Class B Ordinary Shares are entitled to 50 votes per share.
SCHEDULE 13D
|
| CUSIP No. | G7244A119 |
| 1 |
Name of reporting person
Giancarlo Devasini | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
ITALY
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
41,666,668.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
21.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Note in relation to Items 8, 10 and 11: Includes 41,666,668 Class A Ordinary Shares, par value $0.000625 per share, of Aurelion Inc. held by Tether Investments, S.A. de C.V., a controlled subsidiary of Tether Global Investments Fund, S.I.C.A.F., S.A. (f/k/a Tether Holdings, S.A. de C.V.). Mr. Devasini has a greater than 50% voting interest in Tether Global Investments Fund, S.I.C.A.F., S.A. The reporting person disclaims beneficial ownership of these shares except to the extent of the reporting person's pecuniary interest. Note in relation to Item 13: This percentage is calculated based upon 193,473,175.2 issued and outstanding Class A Ordinary Shares reported as outstanding as of December 31, 2025, which excludes from the 215,695,399.2 Class A Ordinary Shares reported as outstanding as of December 31, 2025 in the Issuer's Form 20-F filed with the Securities and Exchange Commission on January 6, 2026 the 22,222,224 Class A Ordinary Shares issuable upon exercise of the Pre-Funded Warrants, pursuant to Rule 13d-3(d)(1)(i)(D). The Reporting Persons hold 1.28% of voting power of all the outstanding ordinary shares of the Company, on the basis that the Reporting Persons hold 41,666,668 Class A Ordinary Shares and no Class B Ordinary Shares, and considering that holders of the Class A Ordinary Shares are entitled to one vote per share while holders of the Class B Ordinary Shares are entitled to 50 votes per share.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A Ordinary Shares, par value $0.000625 per share | |
| (b) | Name of Issuer:
Aurelion Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
Office Unit 6620B, 66/F, The Center, 99 Queen's Road Central, Central, Hong Kong ,
HONG KONG
, 00000. | |
Item 1 Comment:
This statement on Schedule 13D relates to the Class A ordinary shares, par value US$0.000625 per share ("Class A Shares") of Aurelion Inc., a Cayman Islands company (the "Issuer"). The Class A Shares are listed on the Nasdaq Capital Market under the ticker symbol "AURE". | ||
| Item 2. | Identity and Background | |
| (a) | This statement is being filed by 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"). Certain information regarding Tether Global Investments Fund, S.I.C.A.F., S.A., Tether Investments, S.A. de C.V. and its respective executive officers and directors is set forth on Schedule A attached hereto. | |
| (b) | The principal business address of the Reporting Persons is Final Av. La Revolucion, Colonia San Benito, Edif. Centro, Corporativo Presidente Plaza, Nivel 12, Oficina 2, Distrito de San Salvador, Municipio de San Salvador Centro, Republica de El Salvador. | |
| (c) | The principal business of Tether Investments, S.A. de C.V. is primarily to make strategic investments in emerging technologies, such as artificial intelligence and peer-to-peer platforms, sustainable Bitcoin mining operations, and digital education initiatives. Tether Investments, S.A. de C.V. is also involved in funding and supporting projects that enhance financial inclusion and build resilient financial infrastructure worldwide. Tether Global Investments Fund, S.I.C.A.F., S.A. is the holding company for the Tether Group. Mr. Devasini has a greater than 50% voting interest in Tether Global Investments Fund, S.I.C.A.F., S.A. | |
| (d) | None. | |
| (e) | None. | |
| (f) | See Item 6 of the respective cover page of each Reporting Person. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
The Reporting Persons acquired the Class A Shares, together with 20,833,334 Series A-1 Warrants and 20,833,334 Series A-2 Warrants, for an aggregate purchase price of $15 million. The source of funds was the Tether stablecoin (USDT), through which Tether Investments, S.A. de C.V. paid 15 million USDT. | ||
| Item 4. | Purpose of Transaction | |
The information set forth in Item 3 of this Schedule 13D is incorporated by reference in its entirety into this Item 4. Based on the outstanding share capital of the Issuer and assuming full exercise of the 22,222,224 Class A Ordinary Shares issuable upon exercise of the Pre-Funded Warrants, the Reporting Persons beneficially own 21.5% of the outstanding Class A Ordinary Shares, based upon 193,473,175.2 issued and outstanding Class A Ordinary Shares reported as outstanding as of December 31, 2025, which excludes from the 215,695,399.2 Class A Ordinary Shares reported as outstanding as of December 31, 2025 in the Issuer's Form 20-F filed with the Securities and Exchange Commission on January 6, 2026, the 22,222,224 Class A Ordinary Shares issuable upon exercise of the Pre-Funded Warrants pursuant to Rule 13d-3(d)(1)(i)(D). The Reporting Persons hold 1.28% of voting power of all the outstanding ordinary shares of the Company, on the basis that the Reporting Persons hold 41,666,668 Class A Ordinary Shares and no Class B Ordinary Shares, and considering that holders of the Class A Ordinary Shares are entitled to one vote per share while holders of the Class B Ordinary Shares are entitled to 50 votes per share. The Reporting Persons acquired these interests with the intent to exercise control of the Issuer. The Reporting Persons intend to continue actively participating in the Issuer's management and strategic direction, and may from time to time increase (through the acquisition of additional securities of the Issuer) or decrease (through the sale of all or a portion of the Class A Shares) their investment in the Issuer, depending upon multiple factors, including the price and availability of the Issuer's securities, subsequent developments affecting the Issuer, the Issuer's business and prospects, other investment and business opportunities available to the Reporting Persons, general stock market and economic conditions, conditions in the industries and jurisdictions in which the Issuer and its subsidiaries operate, tax considerations and other
factors. The Reporting Persons acquired the Class A Shares, together with 20,833,334 Series A-1 Warrants and 20,833,334 Series A-2 Warrants, for an aggregate purchase price of $15 million, in connection with the consummation of a $100 million private placement of equity securities (the "PIPE Financing") of the Issuer announced on October 10, 2025, entered together with a $50 million three-year term loan (the "Facility" and together with the PIPE Financing, the "Financing Transactions"). In connection with the announcement of the Financing Transactions, the Issuer announced the intention to implement a Tether Gold ("XAUt") treasury strategy, whereby XAUt, a digital asset backed by physical gold, would serve as our primary treasury reserve asset. 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. These decisions and actions may include communicating from time to time with the board of directors of the Issuer (the "Board"), members of management of the Issuer, other stockholders of the Issuer or other third parties with respect to the evaluation or implementation of strategic alternatives relating to the Issuer, engaging legal, financial, regulatory, technical, industry and/or other advisors to assist in any review or in making recommendations with respect to such decisions or actions, and taking steps to implement alternative courses of action relating to the Issuer, including courses of action that may be recommended by such advisors. Such courses of action may involve, without limitation, the proposal of or support for extraordinary corporate transactions (including an acquisition, merger, reorganization or other similar transaction or liquidation) involving the Issuer or any of its subsidiaries, including a public offer for all or part of the Issuer's securities, a business combination involving the Issuer or any of its subsidiaries, a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; changes in the present business, operations, strategy, future plans or prospects of the Issuer, financial or governance matters, changes to the Board (including board composition) or management of the Issuer, changes to the capitalization, ownership structure, dividend policy, business or corporate structure or governance documents of the Issuer, or any action similar to those enumerated above. Such discussions and actions may be preliminary and exploratory in nature, and not rise to the level of a plan or proposal. Other than as described above, the Reporting Persons do not currently have any plans or proposals that relate to, or may result in, any of the matters listed in subparagraphs (a) through (j) of Item 4 of Schedule 13D. However, as part of their ongoing evaluation of this investment and investment alternatives, the Reporting Persons may consider such matters and, subject to applicable law, may formulate a plan or proposal with respect to such matters, and, from time to time, may hold discussions with or make formal proposals to the Board, members of management of the Issuer, other stockholders of the Issuer or other third parties regarding such matters. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The Reporting Persons beneficially own an aggregate of 41,666,668 Class A Shares, representing 21.5% of the outstanding Class A Shares. This percentage is calculated based upon 193,473,175.2 issued and outstanding Class A Ordinary Shares reported as outstanding as of December 31, 2025, which excludes from the 215,695,399.2 Class A Ordinary Shares reported as outstanding as of December 31, 2025 in the Issuer's Form 20-F filed with the Securities and Exchange Commission on January 6, 2026 the 22,222,224 Class A Ordinary Shares issuable upon exercise of the Pre-Funded Warrants, pursuant to Rule 13d-3(d)(1)(i)(D). The Reporting Persons hold 1.28% of voting power of all the outstanding ordinary shares of the Company, on the basis that the Reporting Persons hold 41,666,668 Class A Ordinary Shares and no Class B Ordinary Shares, and considering that holders of the Class A Ordinary Shares are entitled to one vote per share while holders of the Class B Ordinary Shares are entitled to 50 votes per share. | |
| (b) | Each of the Reporting Persons has voting and dispositive power with respect to the beneficially owned 41,666,668 Class A Shares. | |
| (c) | None. | |
| (d) | None. | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
The information set forth in Item 4 of this Schedule 13D is incorporated herein by reference. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Schedule A Executive Officers and Directors 99.1 Agreement of filing persons relating to filing of joint statement per Rule 13d-1(k). | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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