Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
|
Metalla Royalty & Streaming Ltd. (Name of Issuer) |
Common Shares, without par value (Title of Class of Securities) |
59124U605 (CUSIP Number) |
Tether Holdings, S.A. de C.V. 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) |
10/20/2025 (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. | 59124U605 |
| 1 |
Name of reporting person
Tether Holdings, 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)
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
5,100,369.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
Note in relation to Items 8, 10 and 11: Includes 5,100,369 common shares, no par value ("Common Shares") of Metalla Royalty & Streaming Ltd. held by Tether Investments, S.A. de C.V., a controlled subsidiary of Tether Holdings, S.A. de C.V. Note in relation to Item 13: This percentage is calculated based upon 92,542,378 Common Shares outstanding on August 14, 2025, as reported in the Issuer's Form 6-K filed with the Securities and Exchange Commission on August 14, 2025.
SCHEDULE 13D
|
| CUSIP No. | 59124U605 |
| 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
5,100,369.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.5 % | ||||||||
| 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 92,542,378 Common Shares outstanding on August 14, 2025, as reported in the Issuer's Form 6-K filed with the Securities and Exchange Commission on August 14, 2025.
SCHEDULE 13D
|
| CUSIP No. | 59124U605 |
| 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
5,100,369.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Note in relation to Items 8, 10 and 11: Includes 5,100,369 Common Shares held by Tether Investments, S.A. de C.V., a controlled subsidiary of Tether Holdings, S.A. de C.V. Mr. Devasini has a greater than 50% voting interest in Tether Holdings, S.A. de C.V. 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 92,542,378 Common Shares outstanding on August 14, 2025, as reported in the Issuer's Form 6-K filed with the Securities and Exchange Commission on August 14, 2025.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Shares, without par value | |
| (b) | Name of Issuer:
Metalla Royalty & Streaming Ltd. | |
| (c) | Address of Issuer's Principal Executive Offices:
543 Granville Street, Suite 501, Vancouver,
BRITISH COLUMBIA, CANADA
, V6C 1X8. | |
Item 1 Comment:
This statement on Schedule 13D relates to the common shares, without par value ("Common Shares") of Metalla Royalty & Streaming Ltd., a Canadian corporation (the "Issuer"). The Common Shares are listed on the NYSE American Market under the ticker symbol "MTA". | ||
| Item 2. | Identity and Background | |
| (a) | This statement is being filed by Tether Holdings, S.A. de C.V., Tether Investments, S.A. de C.V. and Giancarlo Devasini (collectively, the "Reporting Persons"). Certain information regarding Tether Holdings, S.A. de C.V., Tether Investments, 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. 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. is also involved in funding and supporting projects that enhance financial inclusion and build resilient financial infrastructure worldwide. Tether Holdings, S.A. de C.V. is the holding company for the Tether Group. The principal occupation of Giancarlo Devasini is to serve as President of Tether Holdings, S.A. de C.V. | |
| (d) | None | |
| (e) | None | |
| (f) | See Item 6 of the respective cover page of each Reporting Person. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
Tether Investments, S.A. de C.V. used cash from working capital to make the purchases of Common Shares listed on Schedule B hereto. | ||
| Item 4. | Purpose of Transaction | |
The information set forth in Item 3 of this Schedule 13D is incorporated by reference in its entirety into this Item 4. The Reporting Persons have acquired the Common Shares acquired to date for investment purposes, and may from time to time increase (through the acquisition of additional securities of the Issuer) or decrease (through the sale of all or a portion of the Common Shares) their investment in the Issuer, depending upon multiple factors, including the price and availability of the Issuer's securities, subsequent developments affecting the Issuer, the Issuer's business and prospects, other investment and business opportunities available to the Reporting Persons, general stock market and economic conditions, conditions in the industries and jurisdictions in which the Issuer and its subsidiaries operate, tax considerations and other factors. The Reporting Persons intend to review the Reporting Persons' investments in the Issuer from time to time and, in the course of such review, the Reporting Persons may take any of the foregoing actions with respect to their investment in the Issuer, or make other decisions or take other actions with respect to the Issuer. These decisions and actions may include communicating from time to time with the board of directors of the Issuer (the "Board"), members of management of the Issuer, other stockholders of the Issuer or other third parties with respect to the evaluation or implementation of strategic alternatives relating to the Issuer, engaging legal, financial, regulatory, technical, industry and/or other advisors to assist in any review or in making recommendations with respect to such decisions or actions, and taking steps to implement alternative courses of action relating to the Issuer, including courses of action that may be recommended by such advisors. Such courses of action may involve, without limitation, the proposal of or support for extraordinary corporate transactions (including an acquisition, merger, reorganization or other similar transaction or liquidation) involving the Issuer or any of its subsidiaries, including a public offer for all or part of the Issuer's securities, a business combination involving the Issuer or any of its subsidiaries, a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; changes in the present business, operations, strategy, future plans or prospects of the Issuer, financial or governance matters, changes to the Board (including board composition) or management of the Issuer, changes to the capitalization, ownership structure, dividend policy, business or corporate structure or governance documents of the Issuer, or any action similar to those enumerated above. Such discussions and actions may be preliminary and exploratory in nature, and not rise to the level of a plan or proposal. Other than as described above, the Reporting Persons do not currently have any plans or proposals that relate to, or may result in, any of the matters listed in subparagraphs (a) through (j) of Item 4 of Schedule 13D. However, as part of their ongoing evaluation of this investment and investment alternatives, the Reporting Persons may consider such matters and, subject to applicable law, may formulate a plan or proposal with respect to such matters, and, from time to time, may hold discussions with or make formal proposals to the Board, members of management of the Issuer, other stockholders of the Issuer or other third parties regarding such matters. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The Reporting Persons beneficially own an aggregate of 5,100,369 Common Shares, representing 5.5% of the outstanding Common Shares. This percentage is calculated based on 92,542,378 Common Shares outstanding on August 14, 2025, as reported in the Issuer's Form 6-K filed with the Securities and Exchange Commission on August 14, 2025. | |
| (b) | Each of the Reporting Persons has voting and dispositive power with respect to the beneficially owned 5,100,369 Common Shares. | |
| (c) | Schedule B sets forth the transactions in the Common Shares effected by the Reporting Persons during the past 60 days. | |
| (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 4 of this Schedule 13D is incorporated herein by reference. | ||
| 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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