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.
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| 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. |
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| 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. |
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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. |
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| 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.]
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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