Tether affiliate backs Gold.com (AMRK) with $150M PIPE deal
Filing Impact
Filing Sentiment
Form Type
3
Rhea-AI Filing Summary
Gold.com, Inc. disclosed that TPM, S.A. de C.V., a controlled subsidiary of Tether Global Investments Fund, became a more than 10% owner through a large equity commitment. TPM agreed to purchase 3,370,787 common shares at $44.50 per share in a $150 million private placement PIPE financing, split into two tranches.
The first tranche closed with 2,840,449 shares for an aggregate $126.4 million, and a second tranche of 530,337 shares for $23.6 million will follow expiration or early termination of the Hart-Scott-Rodino Act waiting period. The per-share price reflects an 11.9% discount to the 10-day volume weighted average price. Tether and Mr. Giancarlo Devasini disclaim beneficial ownership beyond their pecuniary interests.
Positive
- None.
Negative
- None.
Insights
Large PIPE brings a new 10%+ strategic holder into Gold.com.
TPM, a subsidiary of Tether Global Investments Fund, committed to buy 3,370,787 Gold.com common shares at $44.50 per share in a $150 million PIPE. The price carries an 11.9% discount to the 10-day VWAP, indicating negotiated institutional terms.
The first tranche of 2,840,449 shares for $126.4 million has already closed, while 530,337 additional shares for $23.6 million depend on Hart-Scott-Rodino waiting period expiration or early termination. Tether and Mr. Giancarlo Devasini disclaim beneficial ownership beyond pecuniary interests, so economic exposure sits primarily with TPM.
Insider Trade Summary
1 transaction reported
Mixed
1 txn
Insider
TPM, S.A. de C.V.
Role
10% Owner
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| holding | Common Stock | -- | -- | -- |
Holdings After Transaction:
Common Stock — 2,840,449 shares (Direct)
Footnotes (1)
- On February 4, 2026, the Issuer entered into a Securities Purchase Agreement (as amended by Amendment No. 1 dated February 5, 2026, the "Purchase Agreement") with TPM, S.A. de C.V., ("TPM"), 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.) ("Tether"). Pursuant to the Purchase Agreement, TPM has agreed to purchase an aggregate of 3,370,787 shares of the Company's common stock at a price of $44.50 per share, to be settled in two tranches in connection with a $150 million private placement of equity securities (the "PIPE Financing"). This price represents an 11.9% discount to the 10-day volume weighted average price of the Common Shares on the NYSE as of market close on February 4, 2026. The first tranche of the shares closed on February 6, 2026, corresponding to 2,840,449 shares for an aggregate purchase price of $126.4 million. The second tranche of 530,337 shares will be acquired for an aggregate purchase price of $23.6 million following expiration or early termination of the waiting period under the Hart-Scott-Rodino Act of 1976. Represents securities directly held by TPM. Mr. Giancarlo Devasini has a greater than 50% voting interest in Tether. Each of Tether and Mr. Devasini disclaims beneficial ownership of the securities owned by TPM in excess of their respective pecuniary interest therein.
Key Figures
Total PIPE commitment: $150 million
Shares agreed to be purchased: 3,370,787 shares
PIPE share price: $44.50 per share
+5 more
8 metrics
Total PIPE commitment
$150 million
Private placement of equity securities with TPM
Shares agreed to be purchased
3,370,787 shares
Common stock under Securities Purchase Agreement
PIPE share price
$44.50 per share
Price for Gold.com common stock in PIPE
First tranche shares
2,840,449 shares
Closed on February 6, 2026
First tranche amount
$126.4 million
Aggregate purchase price for first tranche
Second tranche shares
530,337 shares
Subject to Hart-Scott-Rodino waiting period
Second tranche amount
$23.6 million
Aggregate purchase price for second tranche
PIPE discount
11.9%
Discount to 10-day VWAP on February 4, 2026
Key Terms
Securities Purchase Agreement, PIPE Financing, Hart-Scott-Rodino Act of 1976, volume weighted average price, +1 more
5 terms
Securities Purchase Agreement financial
"the Issuer entered into a Securities Purchase Agreement (as amended by Amendment No. 1..."
A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.
PIPE Financing financial
"in connection with a $150 million private placement of equity securities (the "PIPE Financing")"
Pipe financing is a way for companies to raise money quickly by selling new shares or bonds directly to investors, often before their stock is publicly traded or in the early stages of a project. It’s similar to a company securing a loan from investors, providing quick capital needed for growth or operations. For investors, it can offer opportunities for early involvement and potentially higher returns, but it may also carry increased risk due to the immediate nature of the deal.
Hart-Scott-Rodino Act of 1976 regulatory
"following expiration or early termination of the waiting period under the Hart-Scott-Rodino Act of 1976"
A U.S. law that requires companies to notify federal regulators and wait for review before completing large mergers or acquisitions. Think of it like asking for a city permit before a major renovation: the review checks whether the deal would hurt competition, and it can delay, alter or block transactions. Investors care because that review creates legal risk and timing uncertainty that can change a deal’s value or whether it happens at all.
volume weighted average price financial
"This price represents an 11.9% discount to the 10-day volume weighted average price of the Common Shares"
The volume weighted average price (VWAP) is a way to measure the average price of a security, such as a stock, over a specific period, taking into account how many units were traded at each price. It’s similar to calculating the average cost of items bought when some are more frequently purchased than others. Investors use VWAP to assess whether a security is being bought or sold at a fair price during trading.
beneficial ownership financial
"disclaims beneficial ownership of the securities owned by TPM in excess of their respective pecuniary interest"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
FAQ
What stake is TPM taking in Gold.com (AMRK) through this PIPE deal?
TPM, S.A. de C.V. agreed to buy 3,370,787 Gold.com common shares at $44.50 per share. This commitment, tied to a $150 million private placement, makes TPM a more than 10% beneficial owner based on the Form 3 disclosure.
How is the Gold.com (AMRK) PIPE financing with TPM structured?
The PIPE financing involves 3,370,787 Gold.com shares at $44.50 per share, split into two tranches. The first tranche of 2,840,449 shares closed, while a second tranche of 530,337 shares will close after Hart-Scott-Rodino waiting period clearance.
What price and discount did TPM receive in the Gold.com (AMRK) PIPE?
TPM is paying $44.50 per Gold.com share. Footnotes state this represents an 11.9% discount to the 10-day volume weighted average price of the common shares on the NYSE as of market close on February 4, 2026.
Who ultimately controls TPM’s investment in Gold.com (AMRK)?
TPM is a controlled subsidiary of Tether Global Investments Fund. Footnotes state Giancarlo Devasini holds more than 50% voting interest in Tether, while both Tether and Devasini disclaim beneficial ownership beyond their respective pecuniary interests in TPM’s Gold.com shares.
What conditions affect the second tranche of TPM’s Gold.com (AMRK) investment?
The second tranche covers 530,337 Gold.com shares for $23.6 million. It will be acquired after expiration or early termination of the waiting period under the Hart-Scott-Rodino Act of 1976, a U.S. antitrust review process for certain large transactions.