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Pale Fire Capital SICAV a.s. directly owned 44,395,548 common shares of B2Gold Corp. (BTG) as of September 30, 2026. Pale Fire Capital investicni spolecnost a.s., Pale Fire Capital SE, Dusan Senkypl and Jan Barta may each be deemed beneficial owners of the same shares through their respective roles.
Senkypl is a control person and chairman of Pale Fire Capital’s board; Barta is a control person, chairman of its supervisory board and chief investment officer of PFC IS. Each reporting person listed shared voting and dispositive power over 44,395,548 shares and zero sole voting or dispositive power. The shares represented approximately 3.4% of BTG’s 1,317,053,278 shares outstanding as of September 30, 2026. The reporting persons disclaim beneficial ownership of securities they do not directly own.
Shares beneficially owned44,395,548 sharesDirectly owned by Pale Fire Capital SICAV a.s. as of September 30, 2026; other reporting persons may be deemed beneficial owners of the same shares.
Ownership percentageApproximately 3.4%Percentage of BTG shares outstanding as of September 30, 2026.
Shares outstanding1,317,053,278 sharesBTG shares outstanding as of September 30, 2026.
Key Terms
beneficial ownership, Shared Voting Power, Shared Dispositive Power
3 terms
beneficial ownershipfinancial
"may be deemed the beneficial owner of the 44,395,548 Shares"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
Shared Voting Powerfinancial
"Shared Voting Power 44,395,548.00"
Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.
Shared Dispositive Powerfinancial
"Shared Dispositive Power 44,395,548.00"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How many BTG shares did the Pale Fire reporting persons beneficially own?
Pale Fire Capital SICAV a.s. directly owned 44,395,548 BTG shares as of September 30, 2026. Four other reporting persons may each be deemed beneficial owners of that same block.
What percentage of BTG did the reported shareholding represent?
The 44,395,548-share block represented approximately 3.4% of BTG’s 1,317,053,278 shares outstanding as of September 30, 2026.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
B2GOLD CORP
(Name of Issuer)
Common Shares, no par value
(Title of Class of Securities)
11777Q209
(CUSIP Number)
09/30/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
11777Q209
1
Names of Reporting Persons
Pale Fire Capital SICAV a.s.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CZECH REPUBLIC
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
44,395,548.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
44,395,548.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
44,395,548.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
3.4 %
12
Type of Reporting Person (See Instructions)
CO
SCHEDULE 13G
CUSIP Number(s):
11777Q209
1
Names of Reporting Persons
Pale Fire Capital investicni spolecnost a.s.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CZECH REPUBLIC
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
44,395,548.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
44,395,548.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
44,395,548.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
3.4 %
12
Type of Reporting Person (See Instructions)
CO
SCHEDULE 13G
CUSIP Number(s):
11777Q209
1
Names of Reporting Persons
PALE FIRE CAPITAL SE
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CZECH REPUBLIC
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
44,395,548.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
44,395,548.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
44,395,548.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
3.4 %
12
Type of Reporting Person (See Instructions)
HC, OO
SCHEDULE 13G
CUSIP Number(s):
11777Q209
1
Names of Reporting Persons
Senkypl Dusan
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CZECH REPUBLIC
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
44,395,548.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
44,395,548.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
44,395,548.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
3.4 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
CUSIP Number(s):
11777Q209
1
Names of Reporting Persons
Barta Jan
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CZECH REPUBLIC
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
44,395,548.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
44,395,548.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
44,395,548.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
3.4 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
B2GOLD CORP
(b)
Address of issuer's principal executive offices:
PARK PLACE, SUITE 3400 - 666 BURRARD STREET, VANCOUVER, BRITISH COLUMBIA, CANADA V6C 2X8
Item 2.
(a)
Name of person filing:
This statement is filed by Pale Fire Capital SICAV a.s., a Joint Stock Company organized under the laws of the Czech Republic ("PFC SICAV"), Pale Fire Capital investicni spolecnost a.s., a Joint Stock Company organized under the laws of the Czech Republic ("PFC IS"), Pale Fire Capital SE, a Societas Europaea organized under the laws of the Czech Republic ("Pale Fire Capital"), Dusan Senkypl and Jan Barta. Each of the foregoing is referred to as a "Reporting Person" and collectively as the "Reporting Persons."
PFC IS is the investment manager of PFC SICAV and may be deemed to beneficially own the Common Shares, no par value, of the Issuer (the "Shares") owned directly by PFC SICAV. Pale Fire Capital is the controlling person and sole shareholder of each of PFC SICAV and PFC IS and may be deemed to beneficially own the Shares owned directly by PFC SICAV. Mr. Senkypl is a control person and Chairman of the board of Pale Fire Capital and may be deemed to beneficially own the Shares owned directly by PFC SICAV. Mr. Barta is a control person and Chairman of the supervisory board of Pale Fire Capital and Chief Investment Officer of PFC IS and may be deemed to beneficially own the Shares owned directly by PFC SICAV.
(b)
Address or principal business office or, if none, residence:
The address of the principal office of each of PFC SICAV, PFC IS, and Pale Fire Capital is Zatecka 55/14, Josefov, 110 00 Prague 1, Czech Republic. The address of the principal office of Mr. Senkypl is Jestrabi 493, Osnice, 252 42 Jesenice, Czech Republic. The address of the principal office of Mr. Barta is Na bateriich 104/35, Brevnov, 162 00 Prague 6, Czech Republic.
(c)
Citizenship:
Each of PFC SICAV, PFC IS and Pale Fire Capital is organized under the laws of the Czech Republic. Each of Messrs. Senkypl and Barta are citizens of the Czech Republic.
(d)
Title of class of securities:
Common Shares, no par value
(e)
CUSIP No.:
11777Q209
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
As of the close of business on September 30, 2026:
(i) PFC SICAV directly owned 44,395,548 Shares;
(ii) PFC IS, as the investment manager of PFC SICAV, may be deemed the beneficial owner of the 44,395,548 Shares directly owned by PFC SICAV;
(iii) Pale Fire Capital, as the controlling person and sole shareholder of each of PFC SICAV and PFC IS, may be deemed the beneficial owner of the 44,395,548 Shares directly owned by PFC SICAV;
(iv) Mr. Senkypl, as a control person of Pale Fire Capital and Chairman of its board, may be deemed the beneficial owner of the 44,395,548 Shares directly owned by PFC SICAV; and
(v) Mr. Barta, as a control person of Pale Fire Capital and Chairman of its supervisory board and Chief Investment Officer of PFC IS, may be deemed the beneficial owner of the 44,395,548 Shares directly owned by PFC SICAV.
The filing of this Schedule 13G shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer that such Reporting Person does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own.
(b)
Percent of class:
The following percentages are based on 1,317,053,278 Shares outstanding as of September 30, 2026, which is the total number of Shares outstanding as disclosed in Exhibit 99.1 to the Issuer's Form 6-K filed with the Securities and Exchange Commission on November 4, 2026.
As of the close of business on September 30, 2026, (i) PFC SICAV beneficially owned approximately 3.4% of the outstanding Shares and (ii) each of PFC IS, Pale Fire Capital and Messrs. Senkypl and Barta may be deemed to beneficially own approximately 3.4% of the outstanding Shares.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
See Cover Pages Items 5-9.
(ii) Shared power to vote or to direct the vote:
See Cover Pages Items 5-9.
(iii) Sole power to dispose or to direct the disposition of:
See Cover Pages Items 5-9.
(iv) Shared power to dispose or to direct the disposition of:
See Cover Pages Items 5-9.
Item 5.
Ownership of 5 Percent or Less of a Class.
Ownership of 5 percent or less of a class
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
See Exhibit 99.1 to the Schedule 13G filed by the Reporting Persons on February 12, 2026.
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
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.
