Amendment: SEC Form SCHEDULE 13D/A filed by Elemental Royalty Corporation
$ELE
Precious Metals
Basic Materials
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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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Elemental Royalty Corporation (Name of Issuer) |
Common Shares, no par value (Title of Class of Securities) |
28620K106 (CUSIP Number) |
Tether Global Investments Fund
Final Av. La Revolucion, Edif. Centro,, Corporativo Presidente Plaza, Nivel 12
San Salvador, H3, 00000
4420 4621 1793
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
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)
06/30/2026
(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 Number(s): | 28620K106 |
| 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)
31.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
Note in relation to Items 8, 10 and 11: Includes 12,852,125 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 7,502,502 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 64,383,030 Common Shares outstanding on May 11, 2026, as reported in the Issuer's Management's Discussion & Analysis included as an exhibit to its Form 6-K filed with the Securities and Exchange Commission on May 13, 2026.
SCHEDULE 13D
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| CUSIP Number(s): | 28620K106 |
| 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
12,852,125.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
20.0 % | ||||||||
| 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 64,383,030 Common Shares outstanding on May 11, 2026, as reported in the Issuer's Management's Discussion & Analysis included as an exhibit to its Form 6-K filed with the Securities and Exchange Commission on May 13, 2026.
SCHEDULE 13D
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| CUSIP Number(s): | 28620K106 |
| 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
7,502,502.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
11.7 % | ||||||||
| 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 64,383,030 Common Shares outstanding on May 11, 2026, as reported in the Issuer's Management's Discussion & Analysis included as an exhibit to its Form 6-K filed with the Securities and Exchange Commission on May 13, 2026.
SCHEDULE 13D
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| CUSIP Number(s): | 28620K106 |
| 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)
31.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Note in relation to Items 8, 10 and 11: Includes 12,852,125 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 7,502,502 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 64,383,030 Common Shares outstanding on May 11, 2026, as reported in the Issuer's Management's Discussion & Analysis included as an exhibit to its Form 6-K filed with the Securities and Exchange Commission on May 13, 2026.
SCHEDULE 13D
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| 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 amends the Schedule 13D of 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 Investments"), Tether International, S.A. de C.V., an El Salvador entity, and Giancarlo Devasini (collectively, the "Reporting Persons") that was originally filed with the Securities and Exchange Commission (the "SEC") on March 26, 2026 (as amended, the "Schedule 13D") with respect to the Common Shares, no par value ("Common Shares") of Elemental Royalty Corporation, a corporation incorporated in British Columbia, Canada (the "Issuer"). This amendment to the Schedule 13D is being filed by the Reporting Persons and constitutes Amendment No. 1 to the Schedule 13D. Capitalized terms used but not defined herein have the meanings given to such terms in the Schedule 13D. Except as set forth herein, the Schedule 13D is unmodified. | ||
| Item 4. | Purpose of Transaction | |
Item 4 is hereby amended and supplemented to add the following:
Effective on June 30, 2026, Tether Investments transferred 3,444,458 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 representing 31.6% of the outstanding Common Shares. This percentage is calculated based upon 64,383,030 Common Shares outstanding on May 11, 2026, as reported in the Issuer's Management's Discussion & Analysis included as an exhibit to its Form 6-K filed with the Securities and Exchange Commission on May 13, 2026. | |
| (b) | Tether Global Investments Fund, S.I.C.A.F., S.A. and Giancarlo Devasini each have shared voting and dispositive power with respect to 20,354,627 Common Shares. Tether International, S.A. de C.V. has shared voting and dispositive power with respect to 12,852,125 Common Shares. Tether Investments has shared voting and dispositive power with respect to 7,502,502 Common Shares. | |
| (c) | Except for the Transfer, no transactions in the Common Shares were effected by the Reporting Persons in the last 60 days. | |
| (d) | None. | |
| (e) | Not applicable. | |
| Item 7. | Material to be Filed as Exhibits. | |
Schedule A Executive Officers and Directors
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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