0001104659-26-035293.txt : 20260326 0001104659-26-035293.hdr.sgml : 20260326 20260326171254 ACCESSION NUMBER: 0001104659-26-035293 CONFORMED SUBMISSION TYPE: SCHEDULE 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20260326 DATE AS OF CHANGE: 20260326 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Gold Royalty Corp. CENTRAL INDEX KEY: 0001834026 STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040] ORGANIZATION NAME: 01 Energy & Transportation EIN: 000000000 STATE OF INCORPORATION: Z4 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SCHEDULE 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-92831 FILM NUMBER: 26799325 BUSINESS ADDRESS: STREET 1: 1830 - 1188 WEST GEORGIA STREET STREET 2: SUITE 1830 CITY: VANCOUVER STATE: A1 ZIP: V6E 4A2 BUSINESS PHONE: (778) 726-1000 MAIL ADDRESS: STREET 1: 1830 - 1188 WEST GEORGIA STREET STREET 2: SUITE 1830 CITY: VANCOUVER STATE: A1 ZIP: V6E 4A2 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Tether Global Investments Fund, S.I.C.A.F., S.A. CENTRAL INDEX KEY: 0002025889 ORGANIZATION NAME: EIN: 000000000 STATE OF INCORPORATION: H3 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SCHEDULE 13D/A BUSINESS ADDRESS: ADDRESS IS A NON US LOCATION: YES STREET 1: FINAL AV. LA REVOLUCION, EDIF. CENTRO STREET 2: CORPORATIVO PRESIDENTE PLAZA, NIVEL 12 CITY: SAN SALVADOR PROVINCE COUNTRY: H3 BUSINESS PHONE: 443333355842 MAIL ADDRESS: ADDRESS IS A NON US LOCATION: YES STREET 1: FINAL AV. LA REVOLUCION, EDIF. CENTRO STREET 2: CORPORATIVO PRESIDENTE PLAZA, NIVEL 12 CITY: SAN SALVADOR PROVINCE COUNTRY: H3 FORMER COMPANY: FORMER CONFORMED NAME: Tether Holdings, S.A. de C.V. DATE OF NAME CHANGE: 20250204 FORMER COMPANY: FORMER CONFORMED NAME: Tether Holdings Ltd DATE OF NAME CHANGE: 20240604 SCHEDULE 13D/A 1 primary_doc.xml X0202 SCHEDULE 13D/A 0002025889 XXXXXXXX LIVE 6 Common Shares, without par value 03/24/2026 false 0001834026 38071H106 Gold Royalty Corp.
1188 West Georgia Street, Suite 1830 Vancouver A1 V6E 4A2
Tether Global Investments Fund 4420 4621 1793 Final Av. La Revolucion, Edif. Centro Corporativo Presidente Plaza, Nivel 12 San Salvador H3 00000 Daniel Woodard (212) 547-5400 McDermott Will & Schulte LLP One Vanderbilt Avenue New York NY 10017 0002025889 N Tether Global Investments Fund, S.I.C.A.F., S.A. OO Y H3 0.00 30300000.00 0.00 30300000.00 30300000.00 N 13.5 CO Note in relation to Items 8, 10 and 11: Includes 30,300,000 common shares, no par value ("Common Shares") of Gold Royalty Corp. held by Tether International, 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 224,530,457 Common Shares outstanding on December 31, 2025, as reported in the Issuer's Form 20-F filed with the Securities and Exchange Commission on March 19, 2026. Y Tether International, S.A. de C.V. WC N H3 0.00 30300000.00 0.00 30300000.00 30300000.00 N 13.5 CO Note in relation to Item 13: This percentage is calculated based upon 224,530,457 Common Shares outstanding on December 31, 2025, as reported in the Issuer's Form 20-F filed with the Securities and Exchange Commission on March 19, 2026. 0002049832 N Tether Investments, S.A. de C.V. WC N H3 0.00 0.00 0.00 0.00 0.00 N 0 CO 0002050373 N Giancarlo Devasini OO N L6 0.00 30300000.00 0.00 30300000.00 30300000.00 N 13.5 IN Note in relation to Items 8, 10 and 11: Includes 30,300,000 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. 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 224,530,457 Common Shares outstanding on December 31, 2025, as reported in the Issuer's Form 20-F filed with the Securities and Exchange Commission on March 19, 2026. Common Shares, without par value Gold Royalty Corp. 1188 West Georgia Street, Suite 1830 Vancouver A1 V6E 4A2 This statement on Schedule 13D amends the Schedule 13D of Tether Holdings, S.A. de C.V., an El Salvador entity, Tether Investments, S.A. de C.V., an El Salvador entity ("Tether Investments"), and Giancarlo Devasini that was originally filed with the Securities and Exchange Commission (the "SEC") on October 24, 2025 as amended by Amendment No. 1 filed on November 3, 2025, Amendment No. 2 filed on November 18, 2025, Amendment No. 3 filed on December 1, 2025 , Amendment No. 4 filed on January 15, 2026 and Amendment No. 5 filed on February 9, 2026 (as amended, the "Schedule 13D") with respect to the common shares, without par value ("Common Shares") of Gold Royalty Corp., a company incorporated under the laws of Canada (the "Issuer"). This amendment to the Schedule 13D is being filed by Tether Global Investments Fund, S.I.C.A.F., S.A. (f/k/a Tether Holdings, S.A. de C.V.), an El Salvador entity, Tether International, S.A. de C.V., an El Salvador entity, Tether Investments, and Giancarlo Devasini (collectively, the "Reporting Persons") and and constitutes Amendment No. 6 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 is hereby amended and supplemented to add the following: Effective on March 24, 2026, Tether Investments transferred 30,300,000 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. The Reporting Persons beneficially own an aggregate of 30,300,000 Common Shares, representing 13.5% of the outstanding Common Shares. This percentage is calculated based on 224,530,457 Common Shares outstanding on December 31, 2025, as reported in the Issuer's Form 20-F filed with the Securities and Exchange Commission on March 19, 2026. Each of the Reporting Persons has voting and dispositive power with respect to the beneficially owned 30,300,000 Common Shares. In addition to the Transfer, Schedule B sets forth the transactions in the Common Shares effected by the Reporting Persons since the Reporting Persons' most recent filing on February 9, 2026. None. Not applicable. Schedule A Executive Officers and Directors Schedule B Open Market Purchases 99.1 Agreement of filing persons relating to filing of joint statement per Rule 13d-1(k). Tether Global Investments Fund, S.I.C.A.F., S.A. /s/ Omar Rossi Omar Rossi, Sole Administrator 03/26/2026 Tether International, S.A. de C.V. /s/ Giancarlo Devasini Giancarlo Devasini, Sole Administrator 03/26/2026 Tether Investments, S.A. de C.V. /s/ Giancarlo Devasini Giancarlo Devasini, Sole Administrator 03/26/2026 Giancarlo Devasini /s/ Giancarlo Devasini Giancarlo Devasini, individually 03/26/2026 EX-99.(A) 2 tm269899d2_ex99a.htm SCHEDULE A

 

Schedule A

 

Executive Officers and Directors

 

The following sets forth the name, country of citizenship, position and principal occupation of each executive officer and member of the board of directors of Tether Global Investments Fund, S.I.C.A.F., S.A., Tether International, S.A. de C.V. and Tether Investments, S.A. de C.V. Except as indicated below, none of the persons listed below has been convicted of a crime (other than traffic violations or similar misdemeanors) or been subject to proceedings pertaining to violations of securities laws within the past 5 years.

 

Executive Officers and Directors of Tether Global Investments Fund, S.I.C.A.F., S.A.:

 

Name and Citizenship Position and Principal Occupation Beneficial Ownership Business Address
Omar Rossi, citizen of Switzerland Sole Administrator

0

 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

 

 

 

 

Executive Officers and Directors of Tether International, S.A. de C.V.

 

Name and Citizenship Position and Principal Occupation Beneficial Ownership Business Address
Giancarlo Devasini, citizen of Italy Sole Administrator

30,300,000 (1)

 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
Paolo Ardoino, citizen of Italy Alternate Administrator 0 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

 

  (1) Includes 30,300,000 common shares, without par value (“Common Shares”) of Gold Royalty Corp. held by Tether International, S.A. de C.V., a wholly owned subsidiary of Tether Global Investments Fund, S.I.C.A.F., S.A.

 

In October 2021, the U.S. Commodity Futures Trading Commission (CFTC) instituted and settled regulatory proceedings against Tether Global Investments Fund, S.I.C.A.F., S.A. (then Tether Holdings Limited), Tether Limited, Tether Operations Limited, and Tether International Limited (collectively, “Tether”) by way of an order accepting Tether’s payment of a civil monetary penalty of $41 million without admitting or denying any of the CFTC’s findings or conclusions. The order settled CFTC allegations that, from June 2016 to February 2019, Tether made untrue or misleading statements and omissions of material fact or omitted to state material facts necessary to make statements made not true or misleading in connection with, among other things, whether USDT was fully backed by U.S. Dollars held in bank accounts in Tether’s name.

 

In February 2021, the Office of the Attorney General of the State of New York (NYAG) entered into an agreement with Tether and several Bitfinex (a group of companies with which Tether is affiliated) companies to settle a 2019 proceeding brought by NYAG seeking an injunction related to, among other things, the transfer of certain funds by and among Bitfinex and Tether. Without admitting or denying NYAG’s findings, Bitfinex and Tether agreed to settle the NYAG proceeding by paying $18.5 million in penalties to the State of New York. The agreement further required Bitfinex and Tether to discontinue any trading activity with New York persons or entities and to submit to mandatory reporting on certain business functions.

 

 

 

 

 

Executive Officers and Directors of Tether Investments, S.A. de C.V.:

 

Name and Citizenship Position and Principal Occupation Beneficial Ownership Business Address
Giancarlo Devasini, citizen of Italy Sole Administrator

30,300,000 (1)

 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
Paolo Ardoino, citizen of Italy Alternate Administrator 0 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

 

  (1) Includes 30,300,000 common shares, without par value (“Common Shares”) of Gold Royalty Corp. held by Tether International, S.A. de C.V., a wholly owned subsidiary of Tether Global Investments Fund, S.I.C.A.F., S.A.

 

In October 2021, the U.S. Commodity Futures Trading Commission (CFTC) instituted and settled regulatory proceedings against Tether Global Investments Fund, S.I.C.A.F., S.A. (then Tether Holdings Limited), Tether Limited, Tether Operations Limited, and Tether International Limited (collectively, “Tether”) by way of an order accepting Tether’s payment of a civil monetary penalty of $41 million without admitting or denying any of the CFTC’s findings or conclusions. The order settled CFTC allegations that, from June 2016 to February 2019, Tether made untrue or misleading statements and omissions of material fact or omitted to state material facts necessary to make statements made not true or misleading in connection with, among other things, whether USDT was fully backed by U.S. Dollars held in bank accounts in Tether’s name.

 

In February 2021, the Office of the Attorney General of the State of New York (NYAG) entered into an agreement with Tether and several Bitfinex (a group of companies with which Tether is affiliated) companies to settle a 2019 proceeding brought by NYAG seeking an injunction related to, among other things, the transfer of certain funds by and among Bitfinex and Tether. Without admitting or denying NYAG’s findings, Bitfinex and Tether agreed to settle the NYAG proceeding by paying $18.5 million in penalties to the State of New York. The agreement further required Bitfinex and Tether to discontinue any trading activity with New York persons or entities and to submit to mandatory reporting on certain business functions.

 

 

 

 EX-99.(B) 3 tm269899d2_ex99b.htm SCHEDULE B

 

Schedule B

 

The following table lists all transactions completed by the Reporting Persons in the Common Shares since the Reporting Persons' most recent filing on February 9, 2026, which were all completed through open market purchases.

 

Tether Investments, S.A. de C.V.:

 

Date Shares Bought Price
February 10, 2026 178,523 4.4843
February 11, 2026 399,743 4.4508
February 12, 2026 312,391 4.3035
February 13, 2026 171,812 4.3384

 

 

 

 EX-99.1 4 tm269899d2_ex99-1.htm EXHIBIT 99.1

 

Exhibit 99.1

 

Joint Filing Agreement

 

In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, each of the persons named below agrees to the joint filing of this Schedule 13D, including further amendments thereto, with respect to the common shares, without par value, of Gold Royalty Corp. held by and further agrees that this Joint Filing Agreement be filed with the Securities and Exchange Commission as an exhibit to such filing; provided, however, that no person shall be responsible for the completeness or accuracy of the information concerning the other persons making the filing unless such person knows or has reason to believe such information is inaccurate (as provided in Rule 13d-1(k)(1)(ii)). This Joint Filing Agreement may be executed in one or more counterparts, all of which together shall constitute one and the same instrument.

 

IN WITNESS WHEREOF, the persons named below have executed this Joint Filing Agreement as of the date set forth below.

  

 

March 26, 2026

   
  TETHER GLOBAL INVESTMENTS FUND, S.I.C.A.F., S.A.
   
  By: /s/ Omar Rossi
  Name:   Omar Rossi
  Title: Sole Administrator
     
  TETHER INTERNATIONAL, S.A. DE C.V.
   
  By: /s/ Giancarlo Devasini
  Name: Giancarlo Devasini
  Title: Sole Administrator

 

  Tether Investments, S.A. DE C.V.
   
  By: /s/ Giancarlo Devasini
  Name: Giancarlo Devasini
  Title: Sole Administrator

 

  /s/ Giancarlo Devasini
  Giancarlo Devasini, individually