Ek belge: EX-99.2
SHARE SUBSCRIPTION AGREEMENT, DATED OCTOBER 22, 2026, BY AND BETWEEN AURELION INC. AND ANTALPHA CAPITAL (HK) LIMITED
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".
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:
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.
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.
Resmi belge
Aurelion Inc., 6-KSEC EDGAR dosya no 000121390026111718
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