UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of October 2026
Commission File Number: 001-41734
Aurelion Inc.
21st Floor, 100 Queen’s Road Central
Central, Hong Kong
(Address of principal executive office)
Indicate by check mark whether the registrant
files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F ☒
Form 40-F ☐
Explanatory Note
The information contained in this current report on Form 6-K, including
the exhibits hereto, is incorporated by reference into the registration statement on Form F-3 of Aurelion Inc. (the “Company”)
(File No. 333-290953) and the related prospectus, and shall be a part thereof from the date on which this current report is furnished,
to the extent not superseded by documents or reports subsequently filed or furnished.
EXHIBITS
| Exhibit No. |
|
Description |
| 99.1 |
|
Press Release of Aurelion Inc., dated October 22, 2026 |
| 99.2 |
|
Share Subscription Agreement, dated October 22, 2026, by and between Aurelion Inc. and Antalpha Capital (HK) Limited |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| |
Aurelion Inc. |
| |
|
|
| Date: October 22, 2026 |
By: |
/s/ Frank Zheng |
| |
Name: |
Frank Zheng |
| |
Title: |
Chief Executive Officer |
Exhibit 99.1
Aurelion Announces US$2 Million
Follow-on Investment from Antalpha to Support Digital Gold Strategy
Additional equity investment builds on Aurelion’s US$150 million
financing in 2025 and continued development of its digital gold infrastructure.
HONG KONG, October 22, 2026 /PRNewswire/ -- Aurelion Inc. (NASDAQ:
AURE) (“Aurelion” or the “Company”), a digital gold infrastructure company, today announced that it has secured approximately
US$2 million in additional equity investment from Antalpha Platform Holding Company (NASDAQ: ANTA) (“Antalpha”), its existing
controlling shareholder and strategic investor. Pursuant to the Subscription Agreement, Antalpha’s subsidiary will subscribe for
952,381 newly issued Class B ordinary shares of Aurelion at a price of US$2.10 per share, and the proceeds shall be used for working capital
and operating expenses. The investment represents continued support for Aurelion as the Company advances its digital gold strategy and
develops its technology and risk management infrastructure around tokenized gold.
Antalpha currently holds 31.7% of the ordinary shares of Aurelion’s
issued and outstanding shares, based on the Aurelion’s outstanding shares/pre-funded warrants, representing approximately 77.5%
of Aurelion’s total voting power.Upon completion of the subscription, Antalpha is expected to hold approximately 33.4% of Aurelion’s
issued and outstanding shares, based on the Company’s outstanding shares/pre-funded warrants,representing approximately 78.8% of
Aurelion’s total voting rights.
The additional investment follows Aurelion’s approximately US$150 million
financing completed in October 2025, which included a US$100 million private investment in public equity (PIPE) led by Antalpha and a
US$50 million senior debt facility. The financing enabled Aurelion to establish its Tether Gold (XAU₮) treasury strategy and acquire
approximately US$134 million of XAU₮, marking a significant milestone in the Company’s transition toward a digital gold-focused
business.
Since establishing its digital gold treasury, Aurelion has continued
to develop its business around tokenized gold, with a focus on risk management, technology infrastructure and the potential for more productive
institutional use of on-chain gold. The Company aims to combine the characteristics of physical gold with blockchain technology to support
new applications and opportunities in the digital asset ecosystem.
The subscription is expected to close as soon as practicable, subject
to customary closing conditions and a long-stop date of December 21, 2026.
“Antalpha’s continued support as our controlling shareholder
reinforces its commitment to Aurelion’s next phase of development,” said Frank Zheng, Chief Executive Officer of Aurelion.
“Upon closing, this investment would provide additional financial flexibility as we advance our digital gold business. Our focus
is on building the technology and risk-management capabilities that institutions need to use tokenized gold with confidence.”
“Increasing our investment in Aurelion reflects our continued
confidence in its strategy and the long-term potential of tokenized gold,” said Paul Liang, Chief Financial Officer of Antalpha.
“Aurelion’s focus on digital gold infrastructure complements our expertise in financing and risk management. Through this
additional commitment, we are supporting the development of practical institutional applications for tokenized gold, with disciplined
execution and long-term shareholder value as our priorities.”
The foregoing description of the Subscription Agreement is qualified
in its entirety by reference to the full text of the agreement, which will be furnished as an exhibit to a Report of Foreign Private Issuer
on Form 6-K to be filed with the Securities and Exchange Commission.
About Aurelion
Aurelion is a publicly listed company building a digital gold risk
and technology infrastructure around XAU₮, on-chain gold backed by physical LBMA bars. Combining the characteristics of physical
gold with the efficiency of blockchain technology, XAU₮ serves as the foundation of Aurelion’s digital gold treasury strategy. The
Company is committed to the prudent management and efficient utilization of its proprietary digital gold holdings, while providing risk
management and technical support for selected tokenized gold initiatives. Through its technology-driven approach, Aurelion seeks to contribute
to the responsible development and broader adoption of digital gold and tokenized asset solutions.
About Antalpha
Antalpha is a leading fintech company specializing in providing financing,
technology, and risk management solutions to the Web3 industry. Antalpha offers Bitcoin supply chain and margin loans through the Antalpha
Prime technology platform, which allows customers to originate and manage their digital assets loans, as well as monitor collateral positions
with near real-time data. Building on this foundation, Antalpha is also exploring AI-powered tools to help users navigate the digital
asset space more effectively.
Safe Harbor Statement
This press release contains statements
that may constitute “forward-looking” statements pursuant to the “safe harbor” provisions of the U.S. Private Securities
Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,” “expects,”
“anticipates,” “aims,” “future,” “intends,” “plans,” “believes,” “estimates,”
“likely to,” and similar statements, although not all forward-looking statements contain these words. These statements are based
on assumptions and assessments made by Aurelion in light of its experience and perception of historical trends, current conditions, future
developments and other factors it believes appropriate. By their nature, forward-looking statements involve risk and uncertainty, because
they relate to events and depend on circumstances that will occur in the future and the factors described in the context of such forward-looking
statements in this announcement could cause actual results and developments to differ materially from those expressed in or implied by
such forward-looking statements. Although it is believed that the expectations reflected in such forward-looking statements are reasonable,
no assurance can be given that such expectations will prove to be correct, and you are therefore cautioned not to place undue reliance
on these forward-looking statements which speak only as at the date of this announcement.
Forward-looking statements are not
guarantees of future performance. A number of factors could cause actual results to differ materially from those contained in any forward-looking
statement, including but not limited to: changes in general economic, business, industry and market conditions, including interest rates
and the price of gold; changes in applicable laws and regulations, including with respect to cryptocurrencies, stablecoin ecosystems and
decentralized finance protocols; the Company’s ability to access additional capital and to attract and retain qualified personnel; changes
in the price of digital assets, including XAU₮, and in the price correlation between stablecoins and their pegged assets; risks
associated with holding digital assets, including price volatility, limited liquidity and trading volumes, susceptibility to market abuse
and manipulation, compliance and internal control failures at exchanges, and other risks inherent in their electronic, virtual-form and
decentralized nature; the possibility of greater fraud, security failures or operational problems on digital asset trading venues compared
to more established asset classes, and any malfunction, breakdown or abandonment of underlying blockchain protocols or other technological
difficulties that may prevent access to or use of digital assets; the fluctuation of the Company’s operating results, including because
it may be required to account for its digital assets at fair value; limitations on the Company’s ability to time the price of its digital
asset purchases; potential subjection to corporate alternative minimum tax due to unrealized fair value gains on digital asset holdings;
legal, commercial, regulatory and technical uncertainty regarding digital assets, including the possibility that regulators reclassify
any digital assets the Company holds as a security or a “cash item,” causing it to be in violation of securities laws or to
be classified as an “investment company” under the Investment Company Act of 1940; competition from other digital asset treasury
companies and financial products related to gold; elevation of rehypothecation risk in times of changing market conditions; risks arising
from the use of third-party custodians for digital assets, including loss of direct control and dependence on such custodians’ security
practices and operational integrity, and the potential loss of digital assets as a result of custodian insolvency, insider theft, or security
breaches; and risks associated with the Company’s participation in the XAUE protocol, including fluctuation of the XAU₮ to XAUE
exchange ratio, counterparty default risk in connection with institutional lending activities, smart contract vulnerabilities or failures,
the performance and operational integrity of the protocol’s issuer, participants and service providers, potential liquidity constraints
on the redemption of XAUE, and other risks identified in the XAUE protocol’s risk disclosure statement. Further information regarding
these and other risks is included in the Company’s filings with the Securities and Exchange Commission, including its annual report on
Form 20-F. The Company does not undertake any obligation to update any forward-looking statement as a result of new information, future
events or otherwise, except as required under applicable law.
Contacts
Investor Contact: ir@aurelion.com
Exhibit 99.2
SHARE SUBSCRIPTION AGREEMENT
This SHARE SUBSCRIPTION AGREEMENT (this “Agreement”)
is entered into on 22 October, 2026, by and between Aurelion Inc., an exempted company incorporated in the Cayman Islands (the “Issuer”),
and Antalpha Capital (HK) Limited, a company incorporated under the laws of Hong Kong (the “Subscriber”). The Issuer
and the Subscriber are each referred to herein as a “Party” and collectively as the “Parties”.
RECITALS
WHEREAS, the Subscriber is
the controlling voting power shareholder of the Issuer;
WHEREAS, the Issuer desires
to issue and sell, and the Subscriber desires to subscribe for and purchase, 952,381 Class B ordinary shares of the Issuer, par value
US$0.00625 per share (the “Class B Ordinary Shares”), at a price of US$2.1 per Class B Ordinary Share (the “Subscription
Price”), for an aggregate purchase price of US$2,000,000, rounded to the nearest whole US dollar (the “Purchase Price”),
on the terms and conditions set forth in this Agreement (the “Subscription”); and
WHEREAS, the Issuer and the
Subscriber are executing and delivering this Agreement in reliance upon the exemption from the registration requirements of the Securities
Act of 1933, as amended (the “Securities Act”), afforded by Regulation S promulgated thereunder (“Regulation S”).
NOW, THEREFORE, in consideration
of the foregoing and the mutual representations, warranties and covenants, and subject to the conditions, herein contained, and intending
to be legally bound hereby, the Parties hereby agree as follows:
1. Subscription.
Subject to the terms and conditions of this Agreement,
the Subscriber agrees to subscribe for and purchase, and the Issuer agrees to issue and sell to the Subscriber, 952,381 Class B Ordinary
Shares (the “Acquired Shares”), at a price of US$2.1 per Class B Ordinary Share, for an aggregate purchase price of US$2,000,000,
rounded to the nearest whole US dollar.
2. Closing.
| a. | The closing of the Subscription (the “Closing”) shall take place remotely via the electronic
exchange of documents and signatures on 22 October, 2026, or on such other date as the Issuer and the Subscriber shall mutually agree
in writing (the “Closing Date”). |
| b. | At the Closing, the Subscriber shall pay the Purchase Price to the Issuer by wire transfer of immediately
available funds in accordance with the wire transfer instructions provided by the Issuer at least two business days before the Closing
Date, and the Issuer shall issue the Acquired Shares to the Subscriber. |
| c. | The Acquired Shares shall be delivered in book- entry form, registered in the name of the Subscriber (or
its nominee as designated in writing to the Issuer prior to the Closing Date), free and clear of any liens, encumbrances, security interests,
or other restrictions (collectively, “Liens”), other than restrictions arising under applicable securities laws. Each
book entry for the Acquired Shares shall bear the following legend: |
THIS SECURITY HAS NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS SECURITY MAY NOT BE OFFERED, SOLD, PLEDGED, OR OTHERWISE
TRANSFERRED EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (B) IN AN OFFSHORE TRANSACTION IN COMPLIANCE
WITH REGULATION S UNDER THE SECURITIES ACT, OR (C) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT.
| d. | The obligations of the Issuer to consummate the Closing are subject to the satisfaction or waiver of the
following conditions: |
| (i) | the representations and warranties of the Subscriber contained
in Section 4 shall be true and correct in all material respects as of the Closing Date; |
| (ii) | the Subscriber shall have performed, satisfied, and complied in all material respects with the covenants,
agreements, and conditions required by this Agreement to be performed, satisfied, or complied with by the Subscriber at or prior to the
Closing; |
| (iii) | no governmental authority shall have enacted, issued, promulgated, enforced, or entered any judgment,
order, law, rule, or regulation which is then in effect and has the effect of making the Subscription illegal or otherwise prohibiting
consummation of the Subscription; and |
| (iv) | all requisite approvals of the board of directors of the Issuer shall have been obtained. |
| e. | The obligations of the Subscriber to consummate the Closing are subject to the satisfaction or waiver
of the following conditions: |
| (i) | the representations and warranties of the Issuer contained in Section 3 shall be true and correct in all
material respects as of the Closing Date; |
| (ii) | the Issuer shall have performed, satisfied, and complied in all material respects with the covenants,
agreements, and conditions required by this Agreement to be performed, satisfied, or complied with by the Issuer at or prior to the Closing; |
| (iii) | no governmental authority shall have enacted, issued, promulgated, enforced, or entered any judgment,
order, law, rule, or regulation which is then in effect and has the effect of making the Subscription illegal or otherwise prohibiting
consummation of the Subscription; and |
| (iv) | all requisite approvals of the board of directors of the Issuer shall have been obtained. |
| (v) | no event or series of events that, individually or in the aggregate, has had or would reasonably be expected
to have a Material Adverse Effect shall have occurred and be continuing on the Closing Date. |
| (vi) | The Nasdaq Stock Market LLC (“Nasdaq”)
shall not have raised any objection to the Notification Form of Listing of Additional Shares for the listing of the Acquired Shares or
the transactions contemplated hereby. |
For purposes of this Agreement, “Material
Adverse Effect” means (a) a material adverse effect on the legality, validity or enforceability of this Agreement, (b) a material
adverse effect on the results of operations, assets, business, or condition (financial or otherwise) of the Issuer and its subsidiaries,
taken as a whole, or (c) a material adverse effect on the Issuer’s ability to perform in any material respect on a timely basis
its obligations under this Agreement; provided that, with respect to clause (b), none of the following shall be deemed in themselves,
either alone or in combination, to constitute, and none of the following shall be taken into account in determining whether there has
been or will be, a Material Adverse Effect: any adverse change, effect, event, occurrence, state of facts or development attributable
to (i) any downturn after the date hereof in general economic conditions, including changes in the credit, debt, securities, financial,
capital markets, or in the industry in which the Issuer and its subsidiaries operate; (ii) the taking of any action required by this Agreement;
(iii) any change after the date hereof in applicable laws after the date hereof; (iv) any actual or potential sequester, stoppage, shutdown,
default or similar event or occurrence by or involving any governmental authority affecting a national or federal government as a whole;
(v) any change in the U.S. generally accepted accounting principles (“GAAP”) after the date hereof; (vi) the commencement,
continuation or escalation of a war, riots, material armed hostilities or other material international or national calamity or act of
terrorism directly or indirectly involving countries in which the Issuer and its subsidiaries operate; (vii) effects arising from or relating
to, following the date hereof, any earthquake, hurricane, tsunami, tornado, flood, mudslide or other natural disaster, weather condition,
explosion or fire or other force majeure event; (viii) changes in, or effects arising from or relating to, any epidemic, pandemic or disease
outbreak, curfews or other restrictions that relate to, or arise out of, any epidemic, pandemic or disease outbreak or material worsening
of such conditions threatened or existing as of the date hereof; and (ix) the failure of the Issuer and its subsidiaries to meet or achieve
the results set forth in any internal projection (provided that, this item (ix) shall not prevent a determination that any change or effect
underlying such change has resulted in a Material Adverse Effect); provided further that changes, events, occurrences or circumstances
set forth in clauses (i) and (iii)-(viii) shall be taken into account to the extent they have a disproportionate effect on the Issuer
and its subsidiaries relative to other participants in the industry in which the Issuer and its subsidiaries operate.
| f. | Each of the Issuer and the Subscriber shall take such further actions, including the execution and delivery
of such further instruments and documents, as any other Party shall reasonably request in order to consummate the Subscription. |
3. Issuer
Representations and Warranties.
The Issuer represents and warrants to the Subscriber
as of the date hereof and as of the Closing Date, that:
| a. | Organization and Good Standing. The Issuer is a company duly incorporated, validly existing, and
in good standing under the laws of the Cayman Islands and has all requisite corporate power and authority to own, lease, and operate its
properties and to carry on its business as presently conducted. The Issuer has made available to the Subscriber true, correct, and complete
copies of its memorandum and articles of association, as amended (collectively, the “Charter Documents”). |
| b. | Authorization. This Agreement has been duly authorized, executed, and delivered by the Issuer,
and, assuming the due authorization, execution, and delivery thereof by the Subscriber, shall constitute the valid and binding obligation
of the Issuer, enforceable against the Issuer in accordance with its terms, except as such enforceability may be limited by bankruptcy,
insolvency, reorganization, moratorium, and similar laws affecting creditors generally and by the availability of equitable remedies. |
| c. | No Conflicts. Assuming the accuracy of the representations and warranties of the Subscriber set
forth in Section 4, the execution, delivery, and performance by the Issuer of this Agreement and the consummation of the transactions
contemplated hereby do not and will not: |
| (i) | conflict with, or result in any violation or breach of, any agreement, instrument, or obligation to which
the Issuer is a party or is bound; |
| (ii) | conflict with, or result in any violation or breach of, any provision of the Charter Documents; or |
| (iii) | conflict with, or result in any violation or breach of, any applicable statute, law, rule, regulation,
judgment, order, or decree of any governmental authority. |
| d. | Valid Issuance. As of the Closing Date, the Acquired Shares will have been duly authorized and,
when issued and delivered to the Subscriber against full payment therefor in accordance with the terms of this Agreement, will be validly
issued, fully paid, and non-assessable and will not have been issued in violation of or subject to any preemptive or similar rights created
under the Charter Documents or under the laws of the Cayman Islands. |
| e. | Capitalization. The authorized share capital of the Issuer is US$6,875,000 divided into 1,000,000,000
Class A ordinary shares of par value of US$0.00625 each, and 100,000,000 Class B ordinary shares of par value of US$0.00625 each. As of
September 30, 2026, 34,664,562 ordinary shares, comprising 19,636,685 Class A ordinary shares and 15,027,877 Class B ordinary shares,
are issued and outstanding (excluding 2,222,224 Class A ordinary shares issuable upon exercise of outstanding pre-funded warrants and
800,000 Class B ordinary shares issuable upon exercise of outstanding primary warrants). |
| f. | No Consents. The Issuer is not required to obtain any consent, waiver, authorization, or order
of, give any notice to, or make any filing or registration with, any governmental authority or other person in connection with the execution,
delivery, and performance by the Issuer of this Agreement, except for filings and notifications required by applicable stock exchange
rules. |
| g. | No Directed Selling Efforts. Neither the Issuer nor any person acting on its behalf has engaged
in any “directed selling efforts” as defined in Rule 902 of Regulation S under the Securities Act in connection with
the offer or sale of the Acquired Shares. |
4. Subscriber
Representations and Warranties.
The Subscriber represents and warrants to the
Issuer, as of the date hereof and the Closing Date, that:
| a. | Organization and Good Standing. The Subscriber is a company duly incorporated, validly existing,
and in good standing under the laws of Hong Kong and has all requisite corporate power and authority to own, lease, and operate its properties
and to carry on its business as presently conducted. |
| b. | Authorization. This Agreement has been duly authorized, executed, and delivered by the Subscriber,
and, assuming the due authorization, execution, and delivery thereof by the Issuer, shall constitute the valid and binding obligation
of the Subscriber, enforceable against the Subscriber in accordance with its terms, except as such enforceability may be limited by bankruptcy,
insolvency, reorganization, moratorium, and similar laws affecting creditors generally and by the availability of equitable remedies. |
| c. | No Conflicts. The execution, delivery, and performance by the Subscriber of this Agreement and
the consummation of the transactions contemplated hereby do not and will not: |
| (i) | conflict with, or result in any violation or breach of, any agreement, instrument, or obligation to which
the Subscriber is a party or is bound; |
| (ii) | conflict with, or result in any violation or breach of, any provision of the organizational documents
of the Subscriber; or |
| (iii) | conflict with, or result in any violation or breach of, any applicable statute, law, rule, regulation,
judgment, order, or decree of any governmental authority, except in each case of clauses (i) through (iii), as would not reasonably be
expected, individually or in the aggregate, to have a material adverse effect on the ability of the Subscriber to consummate the transactions
contemplated hereby. |
| d. | Sufficient Funds. The Subscriber has sufficient funds available to pay the Purchase Price and to
consummate the transactions contemplated by this Agreement. |
| e. | Non-U.S. Person. The Subscriber is not a “U.S. person” as defined in Rule 902 of Regulation
S under the Securities Act. |
| f. | Offshore Transaction. The Subscriber is acquiring the Acquired Shares in an “offshore transaction”
as defined in Regulation S under the Securities Act. The Subscriber has not been offered the Acquired Shares by means of any “directed
selling efforts” as defined in Rule 902 of Regulation S under the Securities Act. |
| g. | Resale Restrictions. The Subscriber acknowledges that the Acquired Shares have not been registered
under the Securities Act and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons (as
defined in Regulation S), except pursuant to an effective registration statement or an applicable exemption from registration. The Subscriber
agrees not to engage in hedging transactions involving the Acquired Shares unless such transactions are conducted in compliance with the
Securities Act. |
5. Covenants.
| a. | Use of Proceeds. The Issuer shall use the proceeds from the Subscription for working capital and
operating expenses. |
| b. | Confidentiality. Each Party shall maintain the confidentiality of this Agreement and the terms
and conditions hereof until such information is publicly disclosed by the Issuer in accordance with applicable law and stock exchange
rules. |
| c. | Further Assurances. Each Party shall use its commercially reasonable efforts to take, or cause
to be taken, all actions and to do, or cause to be done, all things necessary, proper, or advisable to consummate the transactions contemplated
by this Agreement. |
6. Termination.
This Agreement may be terminated at any time prior
to the Closing: (a) by the mutual written agreement of the Issuer and the Subscriber; (b) by either the Issuer or the Subscriber if the
conditions to such Party’s obligations to consummate the Closing shall not have been satisfied or waived; or (c) by either the Issuer
or the Subscriber, upon written notice to the other Party, if the Closing shall not have occurred on or before 60 days after the date
of this Agreement; provided, that the right to terminate this Agreement pursuant to this Section 6 shall not be available to any
Party whose willful breach of any representation, warranty, covenant, or obligation under this Agreement shall have been the cause of,
or shall have resulted in, the failure of the Closing to occur on or prior to such date; and provided, further, that no such termination
shall affect the right of any Party to sue for damages for any willful breach by the other Party. In the event of any termination of this
Agreement, the Issuer shall, within one (1) business day of such termination, return any portion of the Purchase Price previously paid
by the Subscriber.
7. Miscellaneous.
| a. | Reliance. Each Party acknowledges that the other Party is entering into this Agreement in reliance
upon the representations, warranties, and covenants contained herein. Each Party shall promptly notify the other Party if it becomes aware
that any of its representations, warranties, or covenants has become inaccurate or is reasonably likely to become inaccurate prior to
the Closing. |
| b. | Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect
to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether
oral or written, of the Parties. |
| c. | Binding Effect; Successors. This Agreement shall be binding upon and inure to the benefit of the
Parties and their respective successors and permitted assigns. |
| d. | Severability. If any provision of this Agreement is held to be invalid or unenforceable in any
respect, the validity and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby,
and the Parties shall negotiate in good faith to replace such invalid or unenforceable provision with a valid and enforceable provision
that achieves, to the extent possible, the economic, business, and other purposes of such invalid or unenforceable provision. |
| |
e. |
Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via electronic mail (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, or other applicable law). |
| f. | Expenses. Each Party shall bear its own costs and expenses incurred in connection with this Agreement
and the transactions contemplated hereby. |
| g. | Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder
shall be in writing and shall be deemed to have been given: (i) when delivered by hand; (ii) when received by the addressee if sent by
a nationally recognized overnight courier; (iii) on the date sent by email if sent during normal business hours of the recipient, and
on the next business day if sent after normal business hours of the recipient; or (iv) on the third day after the date mailed, by certified
or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective Parties at the following
addresses: |
(A) If
to the Issuer, to:
Aurelion Inc.
21st Floor, 100 Queen’s Road Central
Central, Hong Kong
Email: legal@aurelion.com
(B) If
to the Subscriber:
Antalpha Capital (HK) Limited
21st Floor, 100 Queen’s Road Central
Central, Hong Kong
Email: legal@antalpha.com
| h. | Governing Law; Arbitration. All questions concerning the construction, validity, enforcement and
interpretation of this Agreement shall be governed by and construed in accordance with the laws of the State of New York without giving
effect to any choice or conflict of law provision or rule thereof. Any dispute, controversy or claim arising out of or relating to this
Agreement, or the interpretation, breach, termination or validity hereof, shall be submitted to arbitration upon the request of any party
with notice to the other party. The arbitration shall be conducted in Hong Kong under the auspices of the Hong Kong International Arbitration
Centre (“HKIAC”) in accordance with the HKIAC Administered Arbitration Rules then in effect, which rules are deemed
to be incorporated by reference into this Section 7(h). There shall be three (3) arbitrators. The complainant and the respondent to such
dispute shall each select one arbitrator within thirty (30) days after giving or receiving the demand for arbitration. The Chairman of
the HKIAC shall select the third arbitrator, who shall be qualified to practice law in Hong Kong. If either party to the arbitration does
not appoint an arbitrator who has consented to participate within thirty (30) days after selection of the first arbitrator, the relevant
appointment shall be made by the Chairman of the HKIAC. The arbitration proceedings shall be conducted in English. Each party irrevocably
waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any
such arbitration in Hong Kong and the HKIAC, and hereby submits to the exclusive jurisdiction of HKIAC in any such arbitration. The award
of the arbitration tribunal shall be conclusive and binding upon the disputing parties, and any party to the dispute may apply to a court
of competent jurisdiction for enforcement of such award. Any party to the dispute shall be entitled to seek preliminary injunctive relief,
if possible, from any court of competent jurisdiction pending the constitution of the arbitral tribunal. |
| i. | Assignment. Neither Party may assign its rights or delegate its obligations under this Agreement
without the prior written consent of the other Party; provided, that the Subscriber may assign its rights and obligations under
this Agreement, in whole or in part, to one or more of its affiliates without the prior written consent of the Issuer. |
| j. | Amendment; Waiver. No provision of this Agreement may be amended, supplemented, or modified except
by a written instrument signed by the Parties. No waiver by any Party of any default, misrepresentation, or breach of warranty or covenant
hereunder shall be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty or covenant hereunder
or affect in any way any rights arising by virtue of any prior or subsequent such occurrence. |
| k. | Specific Performance. The Parties agree that irreparable damage would occur in the event that any
of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly
agreed that the Parties shall be entitled to seek an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically
the terms and provisions of this Agreement from the arbitral tribunal constituted pursuant to Section 7(h) or, to the extent permitted
under Section 7(h), from a court of competent jurisdiction, in addition to any other remedy to which any Party is entitled at law or in
equity. |
[Signature pages follow.]
IN WITNESS WHEREOF, each of the Issuer and the
Subscriber has executed or caused this Share Subscription Agreement to be executed by its duly authorized representative as of the date
first written above.
| ISSUER: |
|
| |
|
|
| AURELION INC. |
|
| |
|
|
| By: |
/s/ Xiang Zheng |
|
| Name: |
Xiang Zheng |
|
| Title: |
Chief Executive Officer |
|
Signature Page to Share Subscription Agreement
IN WITNESS WHEREOF, each of the Issuer
and the Subscriber has executed or caused this Share Subscription Agreement to be executed by its duly authorized representative as of
the date first written above.
| SUBSCRIBER: |
|
| |
|
|
| ANTALPHA CAPITAL (HK) LIMITED |
|
| |
|
|
| By: |
/s/ Xin Jin |
|
| Name: |
Xin Jin |
|
| Title: |
Director |
|
Signature Page to Share Subscription Agreement
