Gold.com, Inc. 8-K

What Happened
Gold.com, Inc. announced on Feb. 9, 2026 (filing dates: Purchase Agreement Feb. 4, 2026; Amendment Feb. 5, 2026) that it entered a Securities Purchase Agreement with TPM, S.A. de C.V. (an affiliate of Tether Global Investments) as part of a $150 million private placement (PIPE). TPM agreed to purchase 3,370,787 common shares at $44.50 per share. The first tranche (2,840,449 shares) closed on Feb. 6, 2026; the second tranche (530,337 shares) will close after the Hart‑Scott‑Rodino waiting period expires or is early terminated.

Key Details

• Purchase price: $44.50 per share, an 11.9% discount to the 10‑day VWAP on NYSE as of Feb. 4, 2026.
• Tranches: 2,840,449 shares purchased Feb. 6, 2026 for $126.4M; 530,337 shares to be purchased for $23.6M pending HSR clearance.
• Use of proceeds: Company will use $20 million of the PIPE proceeds to acquire XAU₮, a gold‑backed stablecoin sponsored by a TPM affiliate.
• Governance & restrictions: TPM and Gold.com entered an Investor Rights Agreement giving TPM the right to nominate board members while it holds ≥5% (currently entitled to one nominee). TPM also executed a 90‑day lock‑up agreeing not to sell or hedge the shares, subject to exceptions. Parties will also seek to negotiate additional gold lending, storage and related commercial arrangements.

Why It Matters
This transaction provides Gold.com with immediate equity financing and a strategic relationship with a Tether‑affiliated investor. The PIPE boosts liquidity ($150M aggregate) and includes a $20M allocation to purchase a gold‑backed stablecoin (XAU₮), which may tie the company to related crypto/gold custody and commercial arrangements. TPM’s investor rights and board nomination ability give it influence while its holdings remain at or above the 5% threshold. Investors should note the discounted share price, the pending HSR clearance for the second tranche, and the 90‑day lock‑up limiting near‑term sales by TPM.