Form SCHEDULE 13D Elemental Royalty Corp Filed by: Tether Global Investments Fund, S.I.C.A.F., S.A.
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
|
Elemental Royalty Corporation (Name of Issuer) |
Common Shares, no par value (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 Daniel Woodard McDermott Will & Schulte LLP, One Vanderbilt Avenue New York, NY, 10017 (212) 547-5400 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
03/24/2026 (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
|
| 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)
| ||||||||
| 6 | Citizenship or place of organization
EL SALVADOR
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
20,354,627.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
31.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
Note in relation to Items 8, 10 and 11: Includes 9,407,667 common shares, no par value ("Common Shares") of Elemental Royalty Corporation held by Tether International, S.A. de C.V., a controlled subsidiary of Tether Global Investments Fund, S.I.C.A.F., S.A and 10,946,960 Common Shares of held by Tether Investments, S.A. de C.V., a controlled subsidiary of Tether Global Investments Fund, S.I.C.A.F., S.A.
Note in relation to Item 13: This percentage is calculated based upon 63,829,995 Common Shares outstanding on December 31, 2025, as reported in the Issuer's Form 40-F filed with the Securities and Exchange Commission on March 24, 2026.
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
Tether International, 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)
| ||||||||
| 6 | Citizenship or place of organization
EL SALVADOR
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
9,407,667.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
14.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Note in relation to Item 13: This percentage is calculated based upon 63,829,995 Common Shares outstanding on December 31, 2025, as reported in the Issuer's Form 40-F filed with the Securities and Exchange Commission on March 24, 2026.
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
Tether Investments, 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)
| ||||||||
| 6 | Citizenship or place of organization
EL SALVADOR
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
10,946,960.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
17.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Note in relation to Item 13: This percentage is calculated based upon 63,829,995 Common Shares outstanding on December 31, 2025, as reported in the Issuer's Form 40-F filed with the Securities and Exchange Commission on March 24, 2026.
SCHEDULE 13D
|
| 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)
| ||||||||
| 6 | Citizenship or place of organization
ITALY
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
20,354,627.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
31.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Note in relation to Items 8, 10 and 11: Includes 9,407,667 Common Shares held by Tether International, S.A. de C.V., a controlled subsidiary of Tether Global Investments Fund, S.I.C.A.F., S.A. and 10,946,960 Common Shares of held by Tether Investments, S.A. de C.V., a controlled subsidiary of Tether Global Investments Fund, S.I.C.A.F., S.A. Mr. Devasini has a greater than 50% voting interest in Tether Global Investments Fund, S.I.C.A.F., S.A. The reporting person disclaims beneficial ownership of these shares except to the extent of the reporting person's pecuniary interest.
Note in relation to Item 13: This percentage is calculated based upon 63,829,995 Common Shares outstanding on December 31, 2025, as reported in the Issuer's Form 40-F filed with the Securities and Exchange Commission on March 24, 2026.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Shares, no par value | |
| (b) | Name of Issuer:
Elemental Royalty Corporation | |
| (c) | Address of Issuer's Principal Executive Offices:
10001 W. Titan Road, Littleton,
COLORADO
, 80125. | |
Item 1 Comment:
This statement on Schedule 13D relates to the Common Shares, no par value ("Common Shares") of Elemental Royalty Corporation, a corporation incorporated in British Columbia, Canada (the "Issuer"). The address of the principal executive offices of the Issuer is 905 - 815 W. HASTINGS ST, Vancouver, British Columbia V6C 1B4. The Common Shares are listed on the Nasdaq Stock Market LLC under the ticker symbol "ELE". | ||
| Item 2. | Identity and Background | |
| (a) | This statement is being filed by Tether Global Investments Fund, S.I.C.A.F., S.A., an El Salvador entity, Tether Investments, S.A. de C.V., an El Salvador entity,Tether International, S.A. de C.V. , an El Salvador entity, and Giancarlo Devasini(collectively, the "Reporting Persons"). Certain information regarding Tether Global Investments Fund, S.I.C.A.F., S.A., Tether Investments, S.A. de C.V., Tether International, S.A. de C.V. and their 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) | The principal business of Tether Investments, S.A. de C.V. and Tether International, S.A. de C.V. 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. Tether Investments, S.A. de C.V. and Tether International, S.A. de C.V. are also involved in funding and supporting projects that enhance financial inclusion and build resilient financial infrastructure worldwide. Tether Global Investments Fund, S.I.C.A.F., S.A. is the holding company for the Tether Group. The principal occupation of Giancarlo Devasini is to serve as a director of Tether Global Investments Fund, S.I.C.A.F., S.A. | |
| (d) | None. | |
| (e) | Not applicable. | |
| (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 used cash from working capital as consideration for the Common Shares. | ||
| Item 4. | Purpose of Transaction | |
The information set forth in Item 3 and Item 6 of this Schedule 13D is incorporated by reference in its entirety into this Item 4.
Subject to applicable securities laws and regulations, market conditions and other factors, the Reporting Persons may, from time to time, acquire additional Common Shares, and/or retain and/or sell all or a portion of the Common Shares beneficially owned by the Reporting Persons from time to time in open market transactions pursuant to Rule 144 under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to registered secondary offerings or transactions exempt from the registration requirements of the Securities Act, in privately negotiated transactions or otherwise, including pursuant to Rule 10b5-1 plans, for liquidity, asset diversification, tax and estate planning and charitable giving purposes. The Reporting Persons may modify their current plans depending on the reporting persons' evaluation of various factors, including the Issuer's business prospects and financial position, other developments concerning the Issuer, the price level of the Common Shares, conditions in the securities markets and general economic and industry conditions and other factors deemed relevant by the reporting persons. Furthermore, the Reporting Persons continue to reserve the right to formulate plans or make proposals, and take such action with respect thereto, including any or all of the items set forth in subsections (a) through (j) of Item 4 of Schedule 13D and any other actions, as they may determine.
Effective on March 24, 2026, Tether Investments, S.A. de C.V. transferred 9,407,667 Common Shares to Tether International, S.A. de C.V. (the "Transfer"). The Transfer resulted in no change in the aggregate number of Common Shares beneficially owned by the Reporting Persons. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The Reporting Persons beneficially own an aggregate of 20,354,627 Common Shares which includes 9,407,667 Common Shares held by Tether International, S.A. de C.V., a controlled subsidiary of Tether Global Investments Fund, S.I.C.A.F., S.A and 10,946,960 Common Shares held by Tether Investments, S.A. de C.V., a controlled subsidiary of Tether Global Investments Fund, S.I.C.A.F., S.A. | |
| (b) | Each of the Reporting Persons has voting and dispositive power with respect to the beneficially owned 20,354,627 Common Shares. | |
| (c) | In addition to the Transfer, Schedule B sets forth the transactions in the Common Shares effected by the Reporting Persons since June 9, 2025. | |
| (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 2 and Item 4 of this Schedule 13D is incorporated herein by reference.
Subscription Agreement
On September 4, 2025, Tether Investments S.A. DE C.V. purchased an aggregate of 7,515,949 post-consolidation Common Shares of the Issuer at a price of C$18.40 (or US$13.331) per share for aggregate gross proceeds of approximately $100 million. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Schedule A Executive Officers and Directors
Schedule B Open Market Purchases
Schedule C Subscription Agreement, dated September 4, 2025, by and between the Registrant and Tether Investments S.A. DE C V. (incorporated by reference to Exhibit 99.96 to the Issuer's Form 40-FR12B filed with the Securities and Exchange Commission on October 8, 2025)
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.
|
|
|
|
|
|
|
|
|
ATTACHMENTS / EXHIBITS