Form SCHEDULE 13D/A Gold.com, Inc. Filed by: Tether Global Investments Fund, S.I.C.A.F., S.A.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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Gold.com, Inc. (Name of Issuer) |
Common Stock, par value $0.01 per share (Title of Class of Securities) |
(CUSIP Number) |
Tether Global Investments Fund Final Av. La Revolucion, Edif. Centro, Corporativo Presidente Plaza, Nivel 12 San Salvador, H3, 00000 4420 4621 1793 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
05/05/2026 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Tether Global Investments Fund, S.I.C.A.F., S.A. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
EL SALVADOR
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
3,370,787.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
11.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Note in relation to Items 8, 10 and 11: Includes 3,370,787 Common Stock, par value $0.01 per share, of Gold.com, Inc. held by TPM, S.A. de C.V., a controlled subsidiary of Tether Global Investments Fund, S.I.C.A.F., S.A. (f/k/a Tether Holdings, S.A. de C.V.).
Note in relation to Item 13: This percentage is calculated based upon 25,296,992 shares of Common Stock reported as issued and outstanding as of January 30, 2026, in the Issuer's Form 10-Q filed with the Securities and Exchange Commission on February 6, 2026, together with 3,370,787 shares of Common Stock issued to TPM, S.A. de C.V.
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
TPM, S.A. de C.V. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
EL SALVADOR
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
3,370,787.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
11.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
Note in relation to Items 8, 10 and 11: Includes 3,370,787 Common Stock, par value $0.01 per share, of Gold.com, Inc. held by TPM, S.A. de C.V., a controlled subsidiary of Tether Global Investments Fund, S.I.C.A.F., S.A. (f/k/a Tether Holdings, S.A. de C.V.).
Note in relation to Item 13: This percentage is calculated based upon 25,296,992 shares of Common Stock reported as issued and outstanding as of January 30, 2026, in the Issuer's Form 10-Q filed with the Securities and Exchange Commission on February 6, 2026, together with 3,370,787 shares of Common Stock issued to TPM, S.A. de C.V.
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Giancarlo Devasini | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
ITALY
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
3,370,787.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
11.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Note in relation to Items 8, 10 and 11: Includes 3,370,787 Common Stock, par value $0.01 per share, of Gold.com, Inc. held by TPM, S.A. de C.V., a controlled subsidiary of Tether Global Investments Fund, S.I.C.A.F., S.A. (f/k/a Tether Holdings, S.A. de C.V.).
Note in relation to Item 13: This percentage is calculated based upon 25,296,992 shares of Common Stock reported as issued and outstanding as of January 30, 2026, in the Issuer's Form 10-Q filed with the Securities and Exchange Commission on February 6, 2026, together with 3,370,787 shares of Common Stock issued to TPM, S.A. de C.V.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.01 per share | |
| (b) | Name of Issuer:
Gold.com, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
1550 Scenic Avenue, Costa Mesa,
CALIFORNIA
, 92626. | |
Item 1 Comment:
This Amendment No. 1 of Schedule 13D relates to the Common Stock, par value $0.01 per share ("Common Stock") of Gold.com, Inc., a Delaware corporation (the "Issuer"). The Common Stock are listed on the New York Stock Exchange under the ticker symbol "GOLD". | ||
| Item 2. | Identity and Background | |
| (a) | This statement is being filed by Tether Global Investments Fund, S.I.C.A.F., S.A., TPM, S.A. de C.V. and Giancarlo Devasini (collectively, the "Reporting Persons"). Certain information regarding Tether Global Investments Fund, S.I.C.A.F., S.A., TPM, S.A. de C.V. and its respective executive officers and directors is set forth on Schedule A attached hereto. | |
| (b) | The principal business address of the Reporting Persons is Final Av. La Revolucion, Colonia San Benito, Edif. Centro, Corporativo Presidente Plaza, Nivel 12, Oficina 2, Distrito de San Salvador, Municipio de San Salvador Centro, Republica de El Salvador. | |
| (c) | TPM, S.A. de C.V. is the controlled subsidiary of Tether Global Investments Fund, S.I.C.A.F., S.A., the holding company for the Tether Group, whose principal business is primarily to make strategic investments in emerging technologies, such as artificial intelligence and peer-to-peer platforms, sustainable Bitcoin mining operations, and digital education initiatives. The Tether Group is also involved in funding and supporting projects that enhance financial inclusion and build resilient financial infrastructure worldwide. Mr. Devasini has a greater than 50% voting interest in Tether Global Investments Fund, S.I.C.A.F., S.A. | |
| (d) | None. | |
| (e) | None. | |
| (f) | See Item 6 of the respective cover page of each Reporting Person. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
The Reporting Persons acquired the Common Stock, for a purchase price of $44.50 per share, and an aggregate purchase price of $150 million to be settled in two tranches, with the first tranche of 2,840,449 Common Stock acquired for a purchase price of $126.4 million on February 4, 2026, and the second tranche of 530,338 Common Stock acquired for a purchase price of $23.6 million on May 5, 2026. The source of funds was cash denominated in US dollars from the working capital of TPM, S.A. de C.V. | ||
| Item 4. | Purpose of Transaction | |
The information set forth in Item 3 of this Amendment No. 1 of Schedule 13D is incorporated by reference in its entirety into this Item 4.
Based on the 25,296,992 shares of Common Stock reported as issued and outstanding as of January 30, 2026, in the Issuer's Form 10-Q filed with the Securities and Exchange Commission on February 6, 2026, together with the 3,370,787 shares of Common Stock issued to TPM, S.A. de C.V., the Reporting Persons beneficially own an aggregate of 3,370,787 shares of Common Stock, representing 11.8% of the outstanding Common Stock of the Issuer.
The Reporting Persons acquired these interests with the intent to exercise control of the Issuer. The Reporting Persons intend to continue actively participating in the Issuer's management and strategic direction, and may from time to time increase (through the acquisition of additional securities of the Issuer) or decrease (through the sale of all or a portion of the Common Stock) their investment in the Issuer, depending upon multiple factors, including the price and availability of the Issuer's securities, subsequent developments affecting the Issuer, the Issuer's business and prospects, other investment and business opportunities available to the Reporting Persons, general stock market and economic conditions, conditions in the industries and jurisdictions in which the Issuer and its subsidiaries operate, tax considerations and other factors.
On February 4, 2026, the Issuer entered into a Securities Purchase Agreement (as amended by Amendment No. 1 dated February 5, 2026, the "Purchase Agreement") with TPM, S.A. de C.V., ("TPM"), a controlled subsidiary of Tether Global Investments Fund, S.I.C.A.F., S.A. Pursuant to the Purchase Agreement, TPM has agreed to purchase an aggregate of 3,370,787 shares of the Company's common stock at a price of $44.50 per share, to be settled in two tranches in connection with a $150 million private placement of equity securities (the "PIPE Financing"). This price represents an 11.9% discount to the 10-day volume weighted average price of the Common Shares on the NYSE as of market close on February 4, 2026. The first tranche of the shares was closed on February 6, 2026, corresponding to 2,840,449 shares for an aggregate purchase price of $126.4 million. The second tranche of 530,338 shares was closed on May 5, 2026, for an aggregate purchase price of $23.6 million, following the early termination of the waiting period under the Hart-Scott-Rodino Act of 1976. Pursuant to the Purchase Agreement, the Company used $20 million of the proeeds of the sale of shares to acquire XAUT, Tether's gold-backed stablecoin, and the parties thereto entered into additional commercial arrangements relating to gold storage, metals leasing, and trading agreements.
In connection with the PIPE Financing, the Company and TPM entered into an Investor Rights Agreement (the "IRA"). The IRA provides that, for so long as TPM holds at least 5% of the Company's outstanding shares, it will have the right to nominate members of the Company's board of directors in proportion to its holdings, rounded down to the nearest whole board seat, but not less than one board member. Accordingly, TPM is entitled currently to nominate one director to the board, and upon receiving notice of nomination, the Company is obligated, as soon as practicable thereafter, to take all necessary corporate action to cause TPM's nominee to be appointed to the board. Pursuant to the IRA, TPM nominee Juan Jose Sartori will serve as a board member of the Issuer, effective March 16, 2026. The IRA also provides TPM with customary rights to have its shares acquired pursuant to the Purchase Agreement to be registered under the Security Act of 1933, including certain customary demand and piggyback registration rights.
The Reporting Persons intend to review the Reporting Persons' investments in the Issuer from time to time and, in the course of such review, the Reporting Persons may take any of the foregoing actions with respect to their investment in the Issuer, or make other decisions or take other actions with respect to the Issuer. These decisions and actions may include communicating from time to time with the board, members of management of the Issuer, other stockholders of the Issuer or other third parties with respect to the evaluation or implementation of strategic alternatives relating to the Issuer, engaging legal, financial, regulatory, technical, industry and/or other advisors to assist in any review or in making recommendations with respect to such decisions or actions, and taking steps to implement alternative courses of action relating to the Issuer, including courses of action that may be recommended by such advisors. Such courses of action may involve, without limitation, the proposal of or support for extraordinary corporate transactions (including an acquisition, merger, reorganization or other similar transaction or liquidation) involving the Issuer or any of its subsidiaries, including a public offer for all or part of the Issuer's securities, a business combination involving the Issuer or any of its subsidiaries, a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; changes in the present business, operations, strategy, future plans or prospects of the Issuer, financial or governance matters, changes to the board (including board composition) or management of the Issuer, changes to the capitalization, ownership structure, dividend policy, business or corporate structure or governance documents of the Issuer, or any action similar to those enumerated above. Such discussions and actions may be preliminary and exploratory in nature, and not rise to the level of a plan or proposal.
Other than as described above, the Reporting Persons do not currently have any plans or proposals that relate to, or may result in, any of the matters listed in subparagraphs (a) through (j) of Item 4 of Amendment No. 1 of Schedule 13D. However, as part of their ongoing evaluation of this investment and investment alternatives, the Reporting Persons may consider such matters and, subject to applicable law, may formulate a plan or proposal with respect to such matters, and, from time to time, may hold discussions with or make formal proposals to the Board, members of management of the Issuer, other stockholders of the Issuer or other third parties regarding such matters. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The Reporting Persons beneficially own an aggregate of 3,370,787 Common Stock, representing 11.8% of the outstanding Common Stock. This percentage is calculated based upon 25,296,992 shares of Common Stock reported as issued and outstanding as of January 30, 2026, in the Issuer's Form 10-Q filed with the Securities and Exchange Commission on February 6, 2026, together with the 3,370,787 shares of Common Stock issued to TPM, S.A. de C.V. | |
| (b) | Each of the Reporting Persons has voting and dispositive power with respect to the beneficially owned 3,370,787 Common Stock. | |
| (c) | None. | |
| (d) | None. | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
The information set forth in Item 4 of this Amendment No. 1 of Schedule 13D is incorporated herein by reference. | ||
| Item 7. | Material to be Filed as Exhibits. | |
99.1. Agreement of filing persons relating to filing of joint statement per Rule 13d-1(k). | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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ATTACHMENTS / EXHIBITS