Prestige Wealth Inc. has signed and completed a financing of approximately $150 million for Aurelion Treasury, launching Nasdaq's first Tether Gold Treasury.

Prestige Wealth Inc. (NASDAQ: PWM; AURE) (referred to as the "Company" or "Aurelion") today announced that, to launch Nasdaq's first Tether Gold (XAU₮) treasury, the Company has executed and completed a series of coordinated transactions.

These transactions include approximately $100 million PIPE financing (PIPE) involving lead investor Antalpha Platform Holding Company (NASDAQ: ANTA) (referred to as "Antalpha") and other qualified investors (including TG Commodities S.A. de C.V. (referred to as "Tether") and Kiara Capital Holding Limited, invested in by Antalpha management), as well as a 3-year, $50 million senior debt financing (Debt Financing). The Company plans to use the majority of the net proceeds to acquire Tether Gold ("XAU₮") as the Company's treasury reserve asset.

Subject to relevant approvals, the Company (NASDAQ: PWM) expects to be renamed "Aurelion Inc." and begin trading under a new stock symbol (NASDAQ: AURE) starting on Monday, October 13, 2025.

"I have a long-term positive outlook on Bitcoin, and I believe we need a stablecoin that can hedge against inflation and is stable enough to be used for paying everyday essentials like electricity bills. Some describe Bitcoin as digital gold; however, I see Tether Gold (XAU₮), a gold-backed redeemable stablecoin, as the true digital gold," said Aurelion CEO and seasoned Bitcoin miner Björn Schmidtke.

"Through the Aurelion treasury, we are setting a new standard: a publicly listed, fully backed, gold digital reserve that can be chain-verified daily. In a world where capital flows digitally and markets remain volatile, having a tangible value base in the form of tokenized gold can offer certainty to individuals and institutions. This is not about returns or finance; it's about redefining how real wealth is held, transferred, and preserved in the digital age," Mr. Schmidtke continued.

"We are excited to collaborate with Tether, the world's largest stablecoin company, to expand a trusted digital gold ecosystem. When people can walk into a jewelry store and exchange Tether Gold (XAU₮) for a gold bar, digital assets become even more accessible. We aim to offer new functionalities and services like this through the Antalpha Real World Assets Hub (Antalpha RWA Hub) to enhance the liquidity and product supply of Tether Gold (XAU₮)," said Paul Liang, Chief Financial Officer of Aurelion's parent company Antalpha.

“Building on the foundation of Antalpha's Real World Asset Center, we are excited to lead the construction of the Aurelion Treasury—Nasdaq's first pure Tether Gold (XAU₮) Treasury, aimed at expanding the channels for acquiring tokenized gold, which holds significant strategic importance in the digital asset world. Both individuals and institutions need a safe haven to hedge against inflation, currency devaluation, and cryptocurrency volatility. As a leading digital asset financing platform, Antalpha shares a common interest with other leading digital asset companies in strengthening our own balance sheet by holding a significant amount of gold reserves via Tether Gold (XAU₮) to enhance the resilience of our collateral,” Mr. Liang added.

Transaction Highlights

A $100 million PIPE financing (comprising both cash and USDT contributions) attracted investors to purchase approximately 278 million units, with each unit containing (i) one share of Class A common stock, Class B common stock, or a warrant that can be exercised to purchase one share of common stock at a price of $0.36 per share (“Share Purchase Price”), and (ii) two warrants, where a) one warrant can purchase 0.5 shares of Class A or B common stock at 130% of the Share Purchase Price, and b) the other warrant can purchase 0.5 shares of Class A or B common stock at 150% of the Share Purchase Price. Warrants to purchase Class A common stock are immediately exercisable.

The Aurelion Treasury's PIPE financing included a subscription of approximately $43 million from lead investor Antalpha and other eligible investors, including Kiara Capital subscribing $6 million and Tether subscribing $15 million.

The total proceeds amount to approximately $290 million, including $50 million in debt financing proceeds, approximately $100 million in PIPE financing proceeds, and $140 million in proceeds if all warrants issued in the PIPE are fully exercised. It is estimated that $280 million will be used to purchase Tether Gold (XAU₮).

The $50 million debt financing will be secured by a perfected security interest on $67 million worth of Tether Gold (XAU₮) held by the company in a first priority account.

The debt financing matures 36 months after the funding date, with the company having the option to prepay at any time without incurring any additional fees or penalties.

The annual interest rate is 6%, calculated with monthly compounding. The term of this loan is extendable by mutual agreement.

Why Choose Aurelion

Aurelion became the Nasdaq's first pure Tether Gold (XAU₮) treasury through a PIPE transaction led by Antalpha, providing yield, transparency, regulatory compliance, and daily on-chain validation.

Aurelion combines the security of physical gold with the efficiency of blockchain, creating a yield-generating digital treasury.

The market size of digital gold has exceeded $200 billion, primarily in ETF form, with only about 1% currently on the blockchain.

The company believes there is a strong market demand for gold on the blockchain as a hedge against inflation and cryptocurrency volatility.

Unlike traditional gold investment methods such as gold ETFs and bars, which usually come with expense ratios, custody fees, and potentially high transaction costs, Aurelion plans to generate leveraged returns through debt financing and create yield from its unencumbered gold holdings.

Aurelion plans to provide its unencumbered gold holdings to Antalpha as collateral to generate an annualized return of 50-100 basis points.

Antalpha will assume all default risks associated with using this collateral to provide loans to its end customers.

Investor Confidence

Lead investor Antalpha provides liquidity infrastructure and a solid foundation to build the Tether Gold (XAU₮) treasury.

Aurelion plans to launch a digital treasury dashboard providing updates on Tether Gold (XAU₮) holdings, Net Asset Value (NAV), and treasury metrics.

Leadership Update

The company will be led by experienced individuals:

CEO: Björn Schmidtke, Chairman and Co-Founder of Penguin Group, a leading South American Bitcoin mining company, with previous experience at McKinsey, now joining the company as CEO. Björn is a proponent of tokenized gold and plans to leverage his community influence to better educate the world on the importance of Tether Gold (XAU₮) to cryptocurrency and fiat stablecoin holders.

Management Changes: The following management changes took effect upon completion of the transaction: Kazuho Komoda resigned from the positions of Chief Executive Officer and Board Member of the company; Zimuyin Jiang transitioned from Chief Financial Officer to Chief Accountant; Wei Gao transitioned from Chief Technology Officer to Head of Private Wealth Management Business; these changes will ensure the smooth continuity of the business.

Board of Directors: Upon completion of the transaction, Antalpha has the right to nominate two directors to the company's board.

Strategic Advisory Council: A strategic advisory council has been established to advise the board on the company's treasury strategic direction, with members including Gemini's Director of Strategy, Rohan Chauhan.

Advisors

Cohen & Company Securities, LLC's Cohen & Company Capital Markets is serving as Antalpha's exclusive advisor and the company's exclusive placement agent.

Loeb & Loeb LLP is serving as the company's legal advisor. Reed Smith LLP is serving as Antalpha's legal advisor.

Ogier is serving as the company's legal advisor in the Cayman Islands.

Morgan Lewis is serving as the legal advisor to Cohen & Company Capital Markets.

About Aurelion

Aurelion is the Nasdaq's premier Tether Gold (XAU₮) treasury. It combines the stability of physical gold with the efficiency of blockchain, providing investors with a tokenized gold reserve that serves as a hedge against inflation, currency depreciation, and cryptocurrency volatility. Additionally, Aurelion will continue its wealth management and asset management services.

About Tether Gold (XAU₮)

Tether Gold (XAU₮) is a digital asset provided by TG Commodities S.A. de C.V. One full XAU₮ token represents one troy ounce of LBMA-accredited gold. XAU₮ operates as an ERC-20 token on the Ethereum blockchain, enabling easy trading or transferability around the clock. The gold backing XAU₮ can be identified by its unique serial number, purity, and weight, and is redeemable.

About Antalpha RWA Hub

The Antalpha RWA Hub is Antalpha's dedicated Real World Asset (RWA) infrastructure platform, currently focused on providing liquidity and services for gold-based real world assets.

Forward-Looking Statements

This press release contains "forward-looking statements" within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. In addition to historical facts, all statements in this press release are "forward-looking statements." These statements may be identified by words such as "anticipate," "aspire," "intend," "plan," "provide," "target," "objective," "purpose," "potential," "seek," "believe," "project," "estimate," "expect," "forecast," "assume," "strategic," "goal," "trend," "future," "may," "might," "should," "will," and their variations or similar expressions intended to identify forward-looking statements, although not all forward-looking statements contain these words. The forward-looking statements in this press release include statements regarding the expected use of proceeds from the transaction, the implementation of the company's Tether Gold (XAU₮) treasury strategy, and statements about the potential value to shareholders. These forward-looking statements are based on the company's expectations and assumptions as of the date of this press release. These statements are neither historical facts nor a guarantee of future performance. Instead, they are based only on the company's beliefs, expectations, and assumptions regarding future business, future plans and strategies, anticipated events and trends, the economy, and other future conditions. Each forward-looking statement involves risks and uncertainties that could cause the company's future results or performance to materially differ from the content implied or expressed by the forward-looking statements. Many factors could cause actual results to differ materially from current expectations, including: macroeconomic conditions, high inflation, and the impact of uncertain credit and financial markets on the company's business and financial condition; changes in anticipated or existing competition; changes in the regulatory environment; unexpected litigation or other disputes; risks associated with the new XAU₮ treasury plan; risks highly correlated with the company's stock price to the price of XAU₮ held; risks related to significant legal, business, regulatory, and technological uncertainties common to digital assets; risks related to the tax treatment of cryptocurrencies in the United States and abroad; and the overall market, political, and economic conditions of the country where the company operates. Other factors that could cause the company's actual results to differ from the content implied or expressed by the forward-looking statements in this press release are explained in the "Risk Factors" section of the company's annual report on Form 20-F submitted to the U.S. Securities and Exchange Commission (SEC) on February 13, 2025, as well as in Appendices A of the subscription agreements included in Exhibit 10.1 and 10.2 of the 6-K form submitted to the SEC on October 10, 2025, and will be further detailed in other documents submitted to the SEC in the future by the company. The company expressly states that, unless required by law, it has no obligation to update any forward-looking statements contained herein due to any new information, future events, changes in circumstances, or other reasons.

Important Information

The issuance and sale of the above security were conducted in a private placement in reliance on the provisions of Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), and/or Regulation D thereunder, as well as applicable state securities laws, and are exempt from registration requirements. Therefore, unless registered under a valid registration statement or exempt from such registration requirements under the Securities Act and applicable state securities laws, securities issued in a private placement may not be offered or sold in the United States. This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities, in any jurisdiction, where such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of that jurisdiction.

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