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BCS

Beneficial Ownership Report · SCHEDULE 13D

Elemental Royalty Corporation

Beneficial Ownership Report

Filed Mar 26, 2026Accepted Mar 26, 2026, 5:15 PM EDTFiling CIK 2086771Accession 0001104659-26-035296
Share

Structured filing — SCHEDULE 13D

primary_doc.xml

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Subject company

Company
Elemental Royalty Corporation
Company CIK
0002086771
Street
10001 W. Titan Road
City
Littleton
State / country code
CO
Postal code
80125

Statement details

Security class
Common Shares, no par value
Event date
03/24/2026
Previously filed indication
false

Authorized notification person 1

Name
Tether Global Investments Fund
Phone
4420 4621 1793
Street
Final Av. La Revolucion, Edif. Centro,
Street (continued)
Corporativo Presidente Plaza, Nivel 12
City
San Salvador
State / country code
H3
Postal code
00000

Authorized notification person 2

Name
Daniel Woodard
Phone
(212) 547-5400
Street
McDermott Will & Schulte LLP
Street (continued)
One Vanderbilt Avenue
City
New York
State / country code
NY
Postal code
10017

Reporting person 1

Name
Tether Global Investments Fund, S.I.C.A.F., S.A.
Reporting person CIK
0002025889
No reporting person CIK indication
N
Citizenship / organization
H3
Reporting person type
CO
Source of funds code
OO
Legal proceedings indication
Y
Aggregate amount owned
20,354,627.00
Percent of class
31.9
Sole voting power
0.00
Shared voting power
20,354,627.00
Sole dispositive power
0.00
Shared dispositive power
20,354,627.00
Aggregate excludes certain shares
N
Comments
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.

Reporting person 2

Name
Tether International, S.A. de C.V.
No reporting person CIK indication
Y
Citizenship / organization
H3
Reporting person type
OO
Source of funds code
WC
Legal proceedings indication
Y
Aggregate amount owned
9,407,667.00
Percent of class
14.7
Sole voting power
0.00
Shared voting power
9,407,667.00
Sole dispositive power
0.00
Shared dispositive power
9,407,667.00
Aggregate excludes certain shares
N
Comments
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.

Reporting person 3

Name
Tether Investments, S.A. de C.V.
Reporting person CIK
0002049832
No reporting person CIK indication
N
Citizenship / organization
H3
Reporting person type
OO
Source of funds code
WC
Legal proceedings indication
Y
Aggregate amount owned
10,946,960.00
Percent of class
17.2
Sole voting power
0.00
Shared voting power
10,946,960.00
Sole dispositive power
0.00
Shared dispositive power
10,946,960.00
Aggregate excludes certain shares
N
Comments
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.

Reporting person 4

Name
Giancarlo Devasini
Reporting person CIK
0002050373
No reporting person CIK indication
N
Citizenship / organization
L6
Reporting person type
IN
Source of funds code
OO
Legal proceedings indication
N
Aggregate amount owned
20,354,627.00
Percent of class
31.9
Sole voting power
0.00
Shared voting power
20,354,627.00
Sole dispositive power
0.00
Shared dispositive power
20,354,627.00
Aggregate excludes certain shares
N
Comments
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.

Item 1

Issuer

Elemental Royalty Corporation

Security title

Common Shares, no par value

Principal address

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

Citizenship

See Item 6 of the respective cover page of each Reporting Person.

Principal occupation

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.

Filing person

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.

Criminal proceedings response

None.

Proceedings description

Not applicable.

Principal business address

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.

Item 3

Source of funds

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

Number of shares

Each of the Reporting Persons has voting and dispositive power with respect to the beneficially owned 20,354,627 Common Shares.

Transactions

In addition to the Transfer, Schedule B sets forth the transactions in the Common Shares effected by the Reporting Persons since June 9, 2025.

Other persons with an interest

None.

Date ownership ceased to exceed 5%

Not applicable.

Percentage of class

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.

Item 6

Contracts and arrangements

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

Filed 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 1

Reporting person
Tether Global Investments Fund, S.I.C.A.F., S.A.
Signed
/s/ Omar Rossi
Title
Omar Rossi, Sole Administrator
Date
03/26/2026

Signature 2

Reporting person
Tether International, S.A. de C.V.
Signed
/s/ Giancarlo Devasini
Title
Giancarlo Devasini, Sole Administrator
Date
03/26/2026

Signature 3

Reporting person
Tether Investments, S.A. de C.V.
Signed
/s/ Giancarlo Devasini
Title
Giancarlo Devasini, Sole Administrator
Date
03/26/2026

Signature 4

Reporting person
Giancarlo Devasini
Signed
/s/ Giancarlo Devasini
Title
Giancarlo Devasini, individually
Date
03/26/2026

Filed exhibits

Company context

Current securities

Recent company filings

  1. 6-K filingOct 1, 2026
  2. 6-K filingSep 30, 2026
  3. 6-K filingSep 22, 2026
  4. 6-K filingSep 21, 2026
  5. 6-K filingSep 17, 2026

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