Tether group buys 41.7M Aurelion (AURE) shares with control intent

Rhea-AI Filing Summary

Tether Global Investments Fund and affiliates filed a Schedule 13D for Aurelion Inc., disclosing a significant new stake and control intentions. The reporting persons beneficially own 41,666,668 Class A ordinary shares of Aurelion, representing 21.5% of the outstanding Class A shares based on 193,473,175.2 Class A shares outstanding as of December 31, 2025. Because Aurelion has a dual-class structure in which Class B shares carry 50 votes each, this position represents 1.28% of the company’s total voting power.

The group acquired the 41,666,668 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, paid in Tether stablecoin (USDT). This investment came as part of a larger $100 million private placement of equity and an associated $50 million three-year term loan. The filing states that the investors acquired their stake with the intent to exercise control over Aurelion, actively participate in its management and strategy, and potentially pursue a wide range of strategic alternatives, including major corporate transactions.

Insights

Equity ownership and governance analyst

Tether-linked investors disclose a large Aurelion stake with stated control intentions.

The filing shows Tether Global Investments Fund, Tether Investments, and Giancarlo Devasini collectively beneficially owning 41,666,668 Aurelion Class A shares, or 21.5% of that class based on 193,473,175.2 Class A shares outstanding as of December 31, 2025. Because Class B shares carry 50 votes each, this corresponds to 1.28% of overall company voting power, highlighting the strength of the dual-class structure.

The group paid an aggregate $15 million in USDT for these Class A shares plus 20,833,334 Series A-1 warrants and 20,833,334 Series A-2 warrants, as part of a broader $100 million PIPE equity financing and a $50 million three-year term loan. The filing explicitly states an intent to exercise control, actively participate in management and strategy, and potentially pursue extraordinary corporate transactions, including mergers, business combinations, or asset sales.

Actual impact will depend on how this control intent is executed within Aurelion’s existing governance framework, including the influence of Class B holders and any future actions such as additional share purchases, warrant exercises, or proposals to the board described under Item 4.

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:

7	Sole Voting Power 0.00
8	Shared Voting Power 41,666,668.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 41,666,668.00

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:

7	Sole Voting Power 0.00
8	Shared Voting Power 41,666,668.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 41,666,668.00

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:

7	Sole Voting Power 0.00
8	Shared Voting Power 41,666,668.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 41,666,668.00

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.

Tether Global Investments Fund, S.I.C.A.F., S.A.

Signature:	/s/ Omar Rossi
Name/Title:	Omar Rossi, Sole Administrator
Date:	01/21/2026

Tether Investments, S.A. de C.V.

Signature:	/s/ Giancarlo Devasini
Name/Title:	Giancarlo Devasini, Sole Administrator
Date:	01/21/2026

Giancarlo Devasini

Signature:	/s/ Giancarlo Devasini
Name/Title:	Giancarlo Devasini, individually
Date:	01/21/2026

FAQ

How many Aurelion (AURE) shares do the Tether reporting persons beneficially own?

The reporting persons beneficially own 41,666,668 Class A Ordinary Shares of Aurelion Inc. This represents 21.5% of the outstanding Class A shares, based on 193,473,175.2 Class A Ordinary Shares outstanding as of December 31, 2025.

What is the voting power of the Tether group’s stake in Aurelion (AURE)?

The reporting persons hold 1.28% of the total voting power of Aurelion’s outstanding ordinary shares. This is calculated based on their 41,666,668 Class A shares and no Class B shares, where Class A carries one vote per share and Class B carries 50 votes per share.

How much did the Tether entities pay for their Aurelion (AURE) investment and what did they receive?

The reporting persons acquired the Aurelion stake for an aggregate purchase price of $15 million, paid in Tether stablecoin (USDT). For this amount they received 41,666,668 Class A Ordinary Shares, plus 20,833,334 Series A-1 Warrants and 20,833,334 Series A-2 Warrants.

What larger financing transactions is the Aurelion (AURE) stake part of?

The investment forms part of a $100 million private placement of equity securities (PIPE Financing) by Aurelion, combined with a $50 million three-year term loan. These are collectively referred to as the Financing Transactions.

Do the Tether reporting persons intend to influence or control Aurelion (AURE)?

Yes. The filing states that the reporting persons acquired their interests with the intent to exercise control of the Issuer. They intend to continue actively participating in Aurelion’s management and strategic direction and may consider actions such as extraordinary corporate transactions, changes to strategy, governance, capitalization, or board composition.

How does Aurelion’s dual-class share structure affect the Tether group’s influence?

Aurelion has Class A and Class B Ordinary Shares, where Class A carries one vote per share and Class B carries 50 votes per share. Although the reporting persons hold 21.5% of Class A shares, their position represents 1.28% of total voting power because they hold no Class B shares.

What strategic initiatives are mentioned alongside the Aurelion (AURE) financing?

In connection with the Financing Transactions, Aurelion announced an intention to implement a Tether Gold (XAUt) treasury strategy, under which XAUt, a digital asset backed by physical gold, would serve as the company’s primary treasury reserve asset.