Sentient updates Brazil Potash ownership, retains 3.51M GRO shares

Rhea-AI Filing Summary

Brazil Potash Corp. received an amended Schedule 13D from the Sentient funds group updating their ownership in the company’s common stock. Sentient Global Resources Fund III, L.P., Sentient Executive GP III, Limited and Sentient GP III, L.P. report that they have disposed of all of their previously beneficially owned shares and that all options granted to them have expired unexercised, leaving each with 0 shares and 0.00% of the class.

Sentient Global Resources Fund IV, L.P., together with Sentient GP IV, L.P. and Sentient Executive GP IV, Limited, reports beneficial ownership of 3,513,854 shares of Brazil Potash common stock, representing 6.58% of the outstanding class, with shared voting and dispositive power over these shares. The filing notes that Sentient funds invested using capital held for investment purposes and that the issuer became a reporting company following a registered public offering in 2024. The reporting persons have also been released from a previously filed lockup agreement.

FAQ

What change in ownership does this Schedule 13D/A report for GRO (Brazil Potash Corp.)?

The amendment reports that Sentient Global Resources Fund III, L.P., Sentient Executive GP III, Limited and Sentient GP III, L.P. have disposed of all Brazil Potash shares they previously beneficially owned. Each of these entities now reports beneficial ownership of 0 shares, or 0.00% of the common stock, and all options previously granted to them have expired unexercised.

How many Brazil Potash (GRO) shares are currently held by Sentient Global Resources Fund IV, L.P.?

Sentient Global Resources Fund IV, L.P. reports beneficial ownership of 3,513,854 shares of Brazil Potash Corp. common stock. This position represents 6.58% of the outstanding common stock, with Fund IV, Sentient GP IV, L.P. and Sentient Executive GP IV, Limited sharing voting and dispositive power over these shares.

Which Sentient entities are included as reporting persons in this Brazil Potash (GRO) Schedule 13D/A?

The reporting group consists of Sentient Global Resources Fund III, L.P., Sentient Executive GP III, Limited, Sentient GP III, L.P., Sentient Global Resources Fund IV, L.P., Sentient GP IV, L.P. and Sentient Executive GP IV, Limited. These entities are organized in the Cayman Islands and operate through general partner structures that make investment decisions for the funds.

What is the stated purpose of the transactions involving GRO shares in this filing?

The filing explains that the purpose of the reported transactions is the disposition of all securities of Brazil Potash Corp. held by Sentient Executive GP III and Sentient GP III. The funds used for the original investments in Brazil Potash were capital held by Fund III and Fund IV for investment purposes.

Have the Sentient reporting persons been subject to recent legal or regulatory sanctions?

The reporting persons state that, during the past five years, none of them, and to their best knowledge none of the Schedule A persons, has been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors), or been subject to a civil judgment or order involving violations of federal or state securities laws.

What lockup or contractual changes affecting GRO shares are disclosed in this Schedule 13D/A?

The filing notes that the reporting persons have been released from a previously filed lockup agreement dated October 23, 2024. It also references a Filing Agreement among the Sentient funds and their general partners, documenting the joint filing arrangements.

When did Brazil Potash Corp. (GRO) become a reporting company according to the Sentient filing?

The reporting persons state that Brazil Potash Corp. completed a registered public offering in 2024 and, as a result, became a reporting company. Sentient funds had purchased securities directly from the issuer over a period beginning in 2012 prior to this offering.

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Accepted by SEC EDGAR 11/19/2025 - 01:39 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

Brazil Potash Corp.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

10586A1084

(CUSIP Number)

Mike de Leeuw, Director
Governors Square, Building 4, 2nd Floor, 23 Lime Tree Bay Avenue
Grand Cayman, E9, KY1 1209
345-946-0921

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

11/12/2025

(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. 10586A1084

1

Name of reporting person

Sentient Global Resources Fund III, LP

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

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.00 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

REPORTING PERSON HAS DISPOSED OF ALL BENEFICIALLY OWNED SHARES OF ISSUER. AS OF THE DATE OF THIS REPORT ALL OPTIONS GRANTED TO REPORTING PERSON HAVE EXPIRED UNEXERCISED.

SCHEDULE 13D

CUSIP No. 10586A1084

1

Name of reporting person

Sentient Executive GP III, Limited

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

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.00 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

REPORTING PERSON HAS DISPOSED OF ALL BENEFICIALLY OWNED SHARES OF ISSUER. AS OF THE DATE OF THIS REPORT ALL OPTIONS GRANTED TO REPORTING PERSON HAVE EXPIRED UNEXERCISED.

SCHEDULE 13D

CUSIP No. 10586A1084

1

Name of reporting person

Sentient GP III, L.P.

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

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No. 10586A1084

1

Name of reporting person

Sentient GP IV, L.P.

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

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No. 10586A1084

1

Name of reporting person

Sentient Global Resources Fund IV, L.P.

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

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 3,513,854.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,513,854.00

11

Aggregate amount beneficially owned by each reporting person

3,513,854.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

6.58 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

ALL OPTIONS PREVIOUSLY GRANTED TO REPORTING PERSON HAVE EXPIRED UNEXERCISED.

SCHEDULE 13D

CUSIP No. 10586A1084

1

Name of reporting person

Sentient Executive GP IV, Limited

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

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 3,513,854.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,513,854.00

11

Aggregate amount beneficially owned by each reporting person

3,513,854.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

6.58 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

ALL OPTIONS PREVIOUSLY GRANTED TO REPORTING PERSON HAVE EXPIRED UNEXERCISED

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock
(b)	Name of Issuer: Brazil Potash Corp.
(c)	Address of Issuer's Principal Executive Offices: 198 Davenport Road, TORONTO, ONTARIO, ONTARIO, CANADA , M2R 1J2.
Item 2.	Identity and Background
(a)	This Schedule is being filed jointly by: (i) Sentient Global Resources Fund III, L.P. ("Fund III"), (ii) Sentient Executive GP III, Limited ("Sentient Executive III"), (iii) Sentient GP III, L.P. ("GP III); (iv) Sentient Global Resources Fund IV, L.P. ("Fund IV"); (v) Sentient GP IV, L.P. ("GP IV"); and (vi) Sentient Executive GP IV, Limited ("Sentient Executive IV") (the foregoing are collectively referred to herein as the "Reporting Persons" or "Sentient"). Sentient Executive IV is the general partner of the general partner of Fund IV and makes the investment decisions for those entities. Fund III is a Cayman Islands limited partnership. The sole general partner of Fund III is Sentient GP III, L.P. which is a Cayman Islands limited partnership ("GP III"). The sole general partner of GP III is Sentient Executive III which is a Cayman Islands exempted company. Fund IV is a Cayman Islands limited partnership. The sole general partner is Sentient GP IV, L.P. which is a Cayman Islands limited partnership ("GP IV"). The sole general partner of GP IV is Sentient Executive IV which is a Cayman Islands exempted company. The principal business of Fund III, and Fund IV is making investments in public and private companies engaged in mining and other natural resources activities. The principal business of GP III is performing the functions of and serving as the sole general partner of Fund III and other similar funds and the principal business of Sentient Executive III is performing the functions of and serving as the sole general partner of GP III. Investment decisions related to investments of Fund III are made by Sentient Executive with the approval of Fund III, as appropriate. The principal business of GP IV is performing the functions of and serving as the sole general partner of Fund IV, and other similar funds and the principal business of Sentient Executive IV is performing the functions of and serving as the sole general partner of GP IV. Investment decisions related to investments of Fund IV are made by Sentient Executive IV with the approval of Fund IV. Fund III and Fund IV act and operate through their respective general partners, Sentient GP III and Sentient GP IV and the respective general partners of Sentient GP III and Sentient GP IV, namely Sentient Executive III and Sentient Executive IV. Shares of the Issuer were acquired by and registered in the names of Sentient Executive III and Sentient Executive IV in their capacities as authorized agents for Fund III and Fund IV, respectively. Fund III and Fund IV retain the pecuniary interest in the Issuer's shares by virtue of the terms of the operative partnership agreements.
(b)	The principal offices of each of the Reporting Persons is: Governors Square, Building 4, 2nd Floor, 23 Lime Tree Bay Avenue, P.O. Box 32315, Grand Cayman KY1-1209, Cayman Islands
(c)	The principal business of Fund III is making investments in public and private companies engaged in mining and other natural resources activities. The principal business of GP III is performing the functions of and serving as the sole general partner of Fund III and other similar funds and the principal business of Sentient Executive is performing the functions of and serving as the sole general partner of GP III. Investment decisions related to investments of Fund III are made by Sentient Executive with the approval of Fund III, as appropriate.
(d)	(d) During the past 5 years, none of the Reporting Persons, and to the best knowledge of the Reporting Persons, none of the Schedule A Persons has been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors).
(e)	(e) During the past 5 years, none of the Reporting Persons, and to the best knowledge of the Reporting persons, none of the Schedule A Persons a party to a civil proceeding of a judicial or administrative body of competent jurisdiction that resulted in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws, or a party to a civil proceeding of a judicial or administrative body of competent jurisdiction that resulted in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)	(f) The citizenship of the Schedule A Persons who are natural persons is set forth on Schedule A and incorporated herein by this reference.
Item 3.	Source and Amount of Funds or Other Consideration
	The funds used to make the investments in Brazil Potash Corp. described below were funds held by Fund III and Fund IV which were held for investment.
Item 4.	Purpose of Transaction
	The disposition of all of the securities of the Issuer held by Reporting Persons Sentient Executive III and GP III.
Item 5.	Interest in Securities of the Issuer
(a)	See Item 11 and 13 of the Cover Page for Each Reporting Person
(b)	See Item 8 of the Cover Page for Each Reporting Person
(c)	The Reporting Persons purchased securities from time to time directly from the Issuer over a period beginning in 2012. In 2024 the Issuer completed a registered public offering and became a reporting company.
(d)	Not applicable.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Reporting Persons have been released from previously filed Lockup Agreement dated October 23, 2024
Item 7.	Material to be Filed as Exhibits.
	Filing Agreement dated November 17, 2025 by and among Sentient Global Resources Fund III, L.P., Sentient GP III, L.P, its General Partner, Sentient Executive GP III, Limited; General Partner; Sentient Global Resources Fund IV, L.P., Sentient GP IV, L.P., its General Partner and Sentient Executive GP IV, Limited, General Partner filed herewith.

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.

Sentient Global Resources Fund III, LP

Signature:	/s/ Mike de Leeuw
Name/Title:	Mike de Leeuw, Director
Date:	11/19/2025

Sentient Executive GP III, Limited

Signature:	/s/ Mike de Leeuw
Name/Title:	Mike de Leeuw, Director
Date:	11/19/2025

Sentient GP III, L.P.

Signature:	/s/ Mike de Leeuw
Name/Title:	Mike de Leeuw, Director
Date:	11/19/2025

Sentient GP IV, L.P.

Signature:	/s/ Mike de Leeuw
Name/Title:	Mike de Leeuw, Director
Date:	11/19/2025

Sentient Global Resources Fund IV, L.P.

Signature:	/s/ Mike de Leeuw
Name/Title:	Mike de Leeuw, Director
Date:	11/19/2025

Sentient Executive GP IV, Limited

Signature:	/s/ Mike de Leeuw
Name/Title:	Mike de Leeuw, Director
Date:	11/19/2025