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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)
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Gold Royalty Corp. (Name of Issuer) |
Common Shares, without par value (Title of Class of Securities) |
38071H106 (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) |
02/05/2026 (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. | 38071H106 |
| 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
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
29,237,531.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
13.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
Note in relation to Items 8, 10 and 11: Includes 29,237,531 common shares, no par value ("Common Shares") of Gold Royalty Corp. 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 223,375,625 Common Shares outstanding on December 11, 2025, as reported in the Issuer's Form 6-K filed with the Securities and Exchange Commission on December 11, 2025.
SCHEDULE 13D
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| CUSIP No. | 38071H106 |
| 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
29,237,531.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
13.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
Note in relation to Item 13: This percentage is calculated based upon 223,375,625 Common Shares outstanding on December 11, 2025, as reported in the Issuer's Form 6-K filed with the Securities and Exchange Commission on December 11, 2025.
SCHEDULE 13D
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| CUSIP No. | 38071H106 |
| 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
29,237,531.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
13.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Note in relation to Items 8, 10 and 11: Includes 29,237,531 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. 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 223,375,625 Common Shares outstanding on December 11, 2025, as reported in the Issuer's Form 6-K filed with the Securities and Exchange Commission on December 11, 2025.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Shares, without par value | |
| (b) | Name of Issuer:
Gold Royalty Corp. | |
| (c) | Address of Issuer's Principal Executive Offices:
1188 West Georgia Street, Suite 1830, Vancouver,
BRITISH COLUMBIA, CANADA
, V6E 4A2. | |
Item 1 Comment:
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 and Amendment No. 4 filed on January 15, 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 Investments, and Giancarlo Devasini (collectively, the "Reporting Persons") and and constitutes Amendment No. 5 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 5. | Interest in Securities of the Issuer | |
| (a) | The Reporting Persons beneficially own an aggregate of 29,237,531 Common Shares, representing 13.1% of the outstanding Common Shares. This percentage is calculated based on 223,375,625 Common Shares outstanding on December 11, 2025, as reported in the Issuer's Form 6-K filed with the Securities and Exchange Commission on December 11, 2025. | |
| (b) | Each of the Reporting Persons has voting and dispositive power with respect to the beneficially owned 29,237,531 Common Shares. | |
| (c) | Schedule B sets forth the transactions in the Common Shares effected by the Reporting Persons since the Reporting Persons' most recent filing on January 15, 2026. | |
| (d) | None. | |
| (e) | Not applicable. | |
| Item 7. | Material to be Filed as Exhibits. | |
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). | ||
| 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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