Pale Fire Capital and affiliated entities reported ownership of 65,760,909 common shares of B2Gold Corp, representing approximately 4.97% of the 1,322,881,482 shares outstanding as disclosed for the period ended June 30, 2025. The cover pages show no sole voting or dispositive power and shared voting and shared dispositive power over the reported shares.
The filing lists the reporting group as PFC SICAV a.s., Pale Fire Capital investicni spolecnost a.s. (the investment manager), Pale Fire Capital SE and two control persons, Dusan Senkypl and Jan Barta, each of whom may be deemed to beneficially own the shares held by PFC SICAV. The statement is presented on a Schedule 13G format, indicating a passive investment position.
Positive
Clear disclosure of a passive stake of 65,760,909 shares (≈4.97% of outstanding shares)
Filing documents shared voting and dispositive power and a Schedule 13G passive intent, providing transparency to the market
Negative
None.
Insights
TL;DR: A passive 4.97% stake (65.76M shares) is material enough to monitor but sits below the 5% disclosure threshold for active intent.
The reported 65,760,909 shares represent ~4.97% of the outstanding common stock, with shared voting and dispositive power and no sole power. Filed on Schedule 13G, the position is described as passive, so immediate governance or control implications are limited. For investors, the key facts are the size of the holding, the group structure that aggregates ownership across related entities, and the absence of an expressed intent to influence control. This level of ownership may prompt monitoring for future movements above 5% or changes in voting alignment.
TL;DR: The filing documents coordinated holdings among related entities and control persons while disclaiming active control intent.
The disclosure names PFC SICAV a.s., its investment manager PFC IS, parent Pale Fire Capital SE and two control persons, indicating a consolidated reporting group. The form shows shared voting and dispositive authority over the 65.76M shares, but the Reporting Persons explicitly disclaim beneficial ownership beyond direct holdings and certify the stake was not acquired to change control. From a governance perspective, the arrangement signals a unified economic interest without a present claim of control, reducing immediate governance risk for B2Gold, though the proximity to 5% warrants continued attention.
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)
06/30/2025
(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)
SCHEDULE 13G
CUSIP No.
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
65,760,909.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
65,760,909.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
65,760,909.00
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)
4.97 %
12
Type of Reporting Person (See Instructions)
CO
SCHEDULE 13G
CUSIP No.
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
65,760,909.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
65,760,909.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
65,760,909.00
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)
4.97 %
12
Type of Reporting Person (See Instructions)
CO
SCHEDULE 13G
CUSIP No.
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
65,760,909.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
65,760,909.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
65,760,909.00
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)
4.97 %
12
Type of Reporting Person (See Instructions)
HC, OO
SCHEDULE 13G
CUSIP No.
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
65,760,909.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
65,760,909.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
65,760,909.00
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)
4.97 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
CUSIP No.
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
65,760,909.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
65,760,909.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
65,760,909.00
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)
4.97 %
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 June 30, 2025:
(i) PFC SICAV directly owned 65,760,909 Shares;
(ii) PFC IS, as the investment manager of PFC SICAV, may be deemed the beneficial owner of the 65,760,909 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 65,760,909 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 65,760,909 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 65,760,909 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 1,322,881,482 Shares outstanding as of June 30, 2025, 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 August 8, 2025.
As of the close of business on June 30, 2025, (i) PFC SICAV beneficially owned approximately 4.97% 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 4.97% 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 May 5, 2025.
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.
How many B2Gold (BTG) shares does Pale Fire Capital report?
The Reporting Persons report ownership of 65,760,909 common shares of B2Gold.
What percentage of B2Gold does the reported stake represent?
The holding represents approximately 4.97% of the 1,322,881,482 shares outstanding disclosed for the period.
Who are the Reporting Persons in the Schedule 13G for BTG?
The filers are PFC SICAV a.s., PFC IS (investment manager), Pale Fire Capital SE, Dusan Senkypl and Jan Barta.
Does the filing indicate Pale Fire Capital seeks to influence control of B2Gold?
No. The Schedule 13G format and the Item 10 certification state the securities were not acquired to change or influence control, indicating a passive position.
What voting and dispositive powers are reported over the shares?
The cover pages report 0 sole voting power and 65,760,909 shared voting power; similarly, 0 sole dispositive power and 65,760,909 shared dispositive power.
