Brazil Potash Corp. (GRO): AWM discloses 5.88M-share beneficial stake capped at 9.9%

Rhea-AI Filing Summary

AWM Investment Company, Inc., as investment adviser to Special Situations Cayman Fund, L.P. and Special Situations Fund III QP, L.P., reports beneficial ownership of 5,876,232 Brazil Potash Corp. common shares on a partially diluted basis, representing 9.9% of the outstanding common stock after applying a Beneficial Ownership Blocker.

The position consists of common shares and warrants: 3,882,327 common shares and 1,559,427 warrants held by Special Situations Fund III QP, L.P. and 1,117,673 common shares and 440,573 warrants held by Special Situations Cayman Fund, L.P. AWM holds sole voting and dispositive power over all reported securities and no shared power is reported.

Key Figures

Beneficially owned shares: 5,876,232 shares Percent of class: 9.9 % SSFQP common shares: 3,882,327 shares +4 more

7 metrics

Beneficially owned shares 5,876,232 shares Total Brazil Potash Corp. common shares beneficially owned by AWM and advised funds

Percent of class 9.9 % Reported beneficial ownership percentage of Brazil Potash common stock

SSFQP common shares 3,882,327 shares Common shares of Brazil Potash held by Special Situations Fund III QP, L.P.

SSFQP warrants 1,559,427 warrants Brazil Potash warrants held by Special Situations Fund III QP, L.P.

CAYMAN common shares 1,117,673 shares Common shares of Brazil Potash held by Special Situations Cayman Fund, L.P.

CAYMAN warrants 440,573 warrants Brazil Potash warrants held by Special Situations Cayman Fund, L.P.

Beneficial Ownership Blocker 9.99 % Maximum beneficial ownership allowed for warrant exercise under blocker

Key Terms

Beneficial Ownership Blocker, sole voting power, sole dispositive power, Rule 13d-3, +1 more

5 terms

Beneficial Ownership Blocker regulatory

"after giving effect to the Beneficial Ownership Blocker."

A beneficial ownership blocker is a legal or structural device that prevents a shareholder from being treated as the ultimate owner of enough shares to trigger control, reporting, or voting thresholds. Think of it like a speed bump that stops an investor from reaching a stake size that would force corporate disclosure or change control rights. Investors care because it affects who controls the company, how shares vote, regulatory filings, takeover risk and therefore potential value or liquidity of their holdings.

sole voting power regulatory

"As the investment adviser to the Funds, AWM holds sole voting power"

Sole voting power is the exclusive right to cast votes attached to a shareholder’s stock without needing approval from anyone else. Like holding the only remote control for a TV, it lets that holder decide corporate matters such as board members, mergers, and policy changes, making it important to investors because it concentrates control and can strongly influence a company’s strategy and the value of its shares.

sole dispositive power regulatory

"AWM holds sole dispositive power over 3,882,327 Common Shares"

Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.

Rule 13d-3 regulatory

"deemed beneficially owned pursuant to Rule 13d-3 , as amended"

Rule 13d-3 defines who is treated as the beneficial owner of a company’s shares for U.S. securities disclosure rules — essentially anyone who has the power to vote or direct how shares are voted, or the power to buy or sell them, even if they don’t hold the certificates. For investors this matters because crossing certain ownership thresholds triggers public filing and disclosure obligations and signals potential control or influence, much like having the keys to a car implies you can drive it even if it’s registered to someone else.

beneficially owned regulatory

"the total number of Common Shares then beneficially owned does not exceed"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

FAQ

What percentage of Brazil Potash Corp. (GRO) does AWM Investment Company beneficially own?

AWM Investment Company reports beneficial ownership of 9.9% of Brazil Potash Corp.’s common stock. This percentage is calculated under Rule 13d-3, including common shares issuable from warrants, after applying a Beneficial Ownership Blocker.

How many Brazil Potash Corp. shares and warrants are reported by AWM Investment Company for GRO?

AWM Investment Company reports 5,876,232 Brazil Potash Corp. common shares on a beneficial basis, including 3,882,327 common shares and 1,559,427 warrants for SSFQP and 1,117,673 common shares and 440,573 warrants for CAYMAN.

What is the Beneficial Ownership Blocker in the Brazil Potash (GRO) Schedule 13G/A?

The Beneficial Ownership Blocker limits warrant exercises so total beneficial ownership does not exceed 9.99% of outstanding common shares. Beneficial ownership is calculated including shares issuable upon warrant exercise, subject to this blocker.

Who controls voting and investment decisions for AWM’s Brazil Potash (GRO) holdings?

AWM Investment Company has sole voting and dispositive power over the reported Brazil Potash securities. It advises the Special Situations funds, while principals David M. Greenhouse and Adam C. Stettner control AWM and the funds’ general partners.

Which funds advised by AWM hold Brazil Potash Corp. (GRO) securities?

The reported Brazil Potash position is held by Special Situations Fund III QP, L.P. and Special Situations Cayman Fund, L.P.. AWM acts as investment adviser and reports beneficial ownership of their combined shares and warrants.

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Available on EDGAR 08/14/2026 - 02:35 PM Accepted by SEC EDGAR 08/14/2026 - 02:33 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

Brazil Potash Corp.

(Name of Issuer)

Common Stock, No Par Value

(Title of Class of Securities)

10586A108

(CUSIP Number)

06/30/2026

(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): 10586A108

1

Names of Reporting Persons

AWM Investment Company, Inc.

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

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 5,876,232.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 5,876,232.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

5,876,232.00

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)

9.9 %

12

Type of Reporting Person (See Instructions)

IA

Comment for Type of Reporting Person: AWM Investment Company, Inc., a Delaware Corporation (AWM), is the investment adviser to Special Situations Cayman Fund, L.P. (CAYMAN)and Special Situations Fund III QP, L.P. (SSFQP). As the investment adviser to the Funds, AWM holds sole voting and investment power over 3,882,327 Common Shares and 1,559,427 Warrants held by SSFQP, 1,117,673 Common Shares and 440,573 Warrants held by CAYMAN. The Warrants described herein may only be exercised to the extent that the total number of Common Shares then beneficially owned does not exceed 9.99% of the outstanding shares. Beneficial ownership is based upon the sum of (i) the number of shares of the Issuer's outstanding common stock, as most recently reported by the Issuer in its filings with the Securities and Exchange Commission, and (ii) the number of shares of common stock issuable upon the exercise of the warrants that are deemed beneficially owned pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended, after giving effect to the Beneficial Ownership Blocker. Due to field limitations, the percentage reported may be rounded to the applicable Beneficial Ownership Blocker percentage

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Brazil Potash Corp.
(b)	Address of issuer's principal executive offices: 198 DAVENPORT ROAD, TORONTO, ONTARIO, CANADA, M2R 1J2
Item 2.
(a)	Name of person filing: The person filing this report is AWM Investment Company, Inc., a Delaware corporation (AWM), which is the investment adviser to Special Situations Cayman Fund, L.P., a Cayman Islands Limited Partnership (CAYMAN) and Special Situations Fund III QP, L.P., a Delaware limited partnership (SSFQP). The principal business of each Fund is to invest in equity and equity-related securities and other securities of any kind or nature. David M. Greenhouse (Greenhouse) and Adam C. Stettner (Stettner) are members of: SSCayman, L.L.C., a Delaware limited liability company (SSCAY), the general partner of CAYMAN and MGP Advisers Limited Partnership, a Delaware limited partnership (MGP), the general partner of SSFQP. Greenhouse and Stettner are also controlling principals of AWM.
(b)	Address or principal business office or, if none, residence: The principal business address for AWM is c/o Special Situations Funds, 527 Madison Avenue, Suite 2600, New York, NY 10022
(c)	Citizenship: AWM is a Delaware Corporation
(d)	Title of class of securities: Common Stock, No Par Value
(e)	CUSIP No.: 10586A108
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: 5,876,232
(b)	Percent of class: 9.9 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: AWM is the investment adviser to each of the Funds. As the investment adviser to the Funds, AWM holds sole voting power over 3,882,327 Common Shares and 1,559,427 Warrants held by SSFQP, 1,117,673 Common Shares and 440,573 Warrants held by CAYMAN. Greenhouse and Stettner are members of: SSCAY, the general partner of CAYMAN and MGP, the general partner of SSFQP. Greenhouse and Stettner are also controlling principals of AWM
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: AWM is the investment adviser to each of the Funds. As the investment adviser to the Funds, AWM holds sole investment power over 3,882,327 Common Shares and 1,559,427 Warrants held by SSFQP, 1,117,673 Common Shares and 440,573 Warrants held by CAYMAN. Greenhouse and Stettner are members of: SSCAY, the general partner of CAYMAN and MGP, the general partner of SSFQP. Greenhouse and Stettner are also controlling principals of AWM
	(iv) Shared power to dispose or to direct the disposition of: 0
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
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.
	Not Applicable
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 acquired and are held in the ordinary course of business and 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.

AWM Investment Company, Inc.

Signature:	Adam Stettner
Name/Title:	Executive Vice President
Date:	08/14/2026