Aurelion Inc-A美股招股说明书(2026-01-08版)

Aurelion Inc.Up to US$500,000,000 of Class A Ordinary Shares We have entered into a sales agreement, dated January 7, 2026 (the “Sales Agreement”), with Cantor Fitzgerald & Co.(“Cantor”), Yorkville Securities, LLC (“Yorkville Securities”), Canaccord Genuity LLC (“Canaccord”), and Cohen & CompanyCapital Markets, a division of Cohen & Company Securities, LLC (“Cohen & Company”) (each an “Agent” and collectively, the“Agents”), relating to the sale of our Class A Ordinary Shares offered by this prospectus supplement and the accompanyingprospectus. In accordance with the terms of the Sales Agreement, we may offer Class A ordinary shares, par value of $0.000625 pershare (the “Class A Ordinary Shares”), from time to time through or to the Agents, acting as sales agents or principals, having anaggregate offering price of up to US$500,000,000. Our Class A Ordinary Shares are listed on the Nasdaq Capital Market (“Nasdaq”) under the symbol “AURE.” On January 7,2026, the last reported sales price of our Class A Ordinary Shares was US$0.29 per share. Sales of our Class A Ordinary Shares, pursuant to this prospectus supplement and the accompanying prospectus will be madeby any method permitted by law deemed to be an “at the market offering” as defined in Rule415 under the Securities Act of 1933, asamended (the “Securities Act”). Subject to the terms of the Sales Agreement, the Agents will make all sales using commerciallyreasonable efforts consistent with their normal sales and trading practices on terms mutually agreed upon between the Agents and us.There is no arrangement for funds to be received in an escrow, trust or similar arrangement. Each Agent will be entitled to compensation at a commission rate equal to up to 3.0% of the gross proceeds from each sale ofour Class A Ordinary Shares sold through it pursuant to the Sales Agreement. See “Plan of Distribution” beginning on page S-10 foradditional information regarding the compensation to be paid to Agents. In connection with the sale of the Class A Ordinary Shares onour behalf, the Agents will each be deemed to be an “underwriter” within the meaning of the Securities Act and the compensation ofthe Agents will be deemed to be underwriting commissions or discounts. We have also agreed to provide indemnification andcontribution to the Agents with respect to certain liabilities, including liabilities under the Securities Act. We are both an “emerging growth company” and a “foreign private issuer” as defined under the U.S. federal securities lawsand, as such, may elect to comply with certain reduced public company disclosure and reporting requirements. Investing in our securities involves a high degree of risk. Before making an investment decision, please read theinformation under the heading “Risk Factors” beginning on page S-6 of this prospectus supplement, “Risk Factors” beginningon page 12 of the accompanying prospectus, and in the documents incorporated by reference herein, before investing in oursecurities. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or determined if this prospectus supplement is truthful or complete. Any representation to the contrary is acriminal offense. CantorYorkville SecuritiesCanaccord GenuityCohen & Company Capital Markets The date of this prospectus supplement is January 8, 2026. TABLE OF CONTENTS PageABOUT THIS PROSPECTUS SUPPLEMENTS-iiFORWARD-LOOKING STATEMENTSS-iiiSUMMARYS-1THE OFFERINGS-5RISK FACTORSS-6USE OF PROCEEDSS-8DESCRIPTION OF SECURITIES WE ARE OFFERINGS-8DILUTIONS-8PLAN OF DISTRIBUTIONS-10LEGAL MATTERSS-11EXPERTSS-11WHERE YOU CAN FIND MORE INFORMATIONS-11INCORPORATION OF CERTAIN INFORMATION BY REFERENCES-12PageABOUT THIS PROSPECTUSiiPROSPECTUS SUMMARY1FORWARD-LOOKING STATEMENTS5CORPORATE INFORMATION7IMPLICATIONS OF BEING AN EMERGING GROWTH COMPANY AND A FOREIGN PRIVATE ISSUER11RISK FACTORS12THE OFFERING14USE OF PROCEEDS14DESCRIPTION OF SHARE CAPITAL14DESCRIPTION OF WARRANTS23DESCRIPTION OF UNITS25PLAN OF DISTRIBUTION26MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS28ENFORCEABILITY OF CIVIL LIABILITY UNDER U.S. SECURITIES LAWS33LEGAL MATTERS34EXPERTS34WHERE YOU CAN FIND MORE INFORMATION34INCORPORATION OF CERTAIN INFORMATION BY REFERENCE35S-i ABOUT THIS PROSPECTUS SUPPLEMENT This document is in two parts. The first part, the prospectus supplement, including the documents incorporated by referencetherein, describes the specific terms of this offering and certain matters relating to us. The second part, the accompanying prospectus,including the documents incorporated by reference therein, provides more general information, some of which may not apply to thisoffering. The accompanying prospectus was filed as part of a registration statement on Form F-3 with the Securities and ExchangeCommission (the “SEC”), on October 20, 2025, as amended on December 19, 2025, as part of a “shelf” registration process. Under theshelf registration proc