Carmel Daniele listed with 21.43% stake in Brazil Potash (GRO) — Schedule 13G/A

Rhea-AI Filing Summary

BRAZIL POTASH CORP. filing: amended Schedule 13G/A reporting beneficial ownership as of February 12, 2026. The amendment lists CD Capital Asset Management Ltd (as investment advisor to CD CNR BPC) with 10,446,999 Common Shares representing 19.58%, and Carmel Daniele with 11,437,124 Common Shares representing 21.43%, which includes 990,125 Common Shares held directly by Ms. Daniele.

Ms. Daniele is identified as founder and Chief Investment Officer of CD CNR BPC and disclaims beneficial ownership of the shares held by CD CNR BPC except for any pecuniary interest. The filing provides voting and dispositive power counts for each reporting person.

Insights

Governance & Ownership Analyst

Amendment clarifies concentrated holdings and voting power tied to an investment adviser relationship.

The amendment records that CD Capital Asset Management Ltd, as advisor to CD CNR BPC, directly controls 10,446,999 Common Shares (19.58%) as of February 12, 2026. It separately reports that Carmel Daniele beneficially holds 11,437,124 Common Shares (21.43%), including 990,125 shares held in her name.

Ms. Daniele disclaims beneficial ownership of CD CNR BPC's shares except for any pecuniary interest; the filing therefore differentiates direct holdings from those held through the adviser vehicle. Subsequent filings or disclosures would state changes in these counts.

Securities Compliance Advisor

Schedule 13G/A amendment aligns public disclosure with ownership and control relationships.

The statement identifies the reporting persons, their citizenship and business address, and specifies sole voting and dispositive powers for the listed share counts. It also supplies the issuer address and CUSIP for record linkage.

Filing preserves a conventional advisory disclaimer: Ms. Daniele retains voting and investment power over CD CNR BPC's shares but disclaims beneficial ownership of those shares except for pecuniary interests; this attribution affects how ownership percentages are read by shareholders and regulators.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 03/04/2026 - 01:27 PM Learn about SEC filing dates

FAQ

What ownership stakes does GRO show in this Schedule 13G/A?

The filing reports CD Capital Asset Management Ltd with 10,446,999 Common Shares (19.58%) and Carmel Daniele with 11,437,124 Common Shares (21.43%) as of February 12, 2026.

How much of Carmel Daniele's position is directly held versus held via an adviser?

The amendment states Ms. Daniele directly holds 990,125 Common Shares and has voting and investment power over the 10,446,999 Common Shares held by CD CNR BPC, reflecting her founder/CIO role with that vehicle.

Does Ms. Daniele claim beneficial ownership of shares held by CD CNR BPC?

Ms. Daniele disclaims beneficial ownership of the Common Shares held by CD CNR BPC except for any pecuniary interests, while also stating she has voting and investment power over those shares by virtue of her role.

What date do the ownership percentages reference in the GRO filing?

The ownership counts and percentages are reported as of February 12, 2026, which is the explicit time anchor provided for the listed share counts and percentage figures in the amendment.

Where can investors find issuer identifiers in this filing for GRO?

The filing provides issuer details: BRAZIL POTASH CORP. with a principal office at 198 Davenport Road, Toronto, Ontario, and the CUSIP listed as 10586A1084 on the cover information.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)

BRAZIL POTASH CORP.

(Name of Issuer)

Common Stock, no par value per share

(Title of Class of Securities)

02/12/2026

(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)

SCHEDULE 13G

CUSIP Number(s):

1

Names of Reporting Persons

CD Capital Asset Management Ltd

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

UNITED KINGDOM

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 10,446,999.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 10,446,999.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

10,446,999.00

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)

19.58 %

12

Type of Reporting Person (See Instructions)

IA

SCHEDULE 13G

CUSIP Number(s):

1

Names of Reporting Persons

Carmel Daniele

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

UNITED KINGDOM

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 11,437,124.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 11,437,124.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

11,437,124.00

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)

21.43 %

12

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13G

Item 1.
(a)	Name of issuer: BRAZIL POTASH CORP.
(b)	Address of issuer's principal executive offices: 198 Davenport Road, Toronto, Ontario M5R 1J2 Canada
Item 2.
(a)	Name of person filing: This statement is filed by CD Capital Asset Management Ltd, a United Kingdom limited company, which serves as the investment advisor to CD Capital Natural Resources BPC LP, a Cayman Islands exempted company ("CD CNR BPC"), with respect to the shares and stock options directly held by CD CNR BPC. Carmel Daniele
(b)	Address or principal business office or, if none, residence: The address of the principal business office for each Reporting Person: 105 Piccadilly London, W1J 7NJ United Kingdom
(c)	Citizenship: CD Capital Asset Management Ltd is a United Kingdom limited company Carmel Daniele is a United Kingdom citizen
(d)	Title of class of securities: Common Stock, no par value per share
(e)	CUSIP No.: 10586A1084
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).
	The Reporting Person is an investment advisor registered with the United Kingdom's Financial Conduct Authority.
Item 4.	Ownership
(a)	Amount beneficially owned: Amount beneficially owned: See Item 9 of the cover page for each Reporting Person.
(b)	Percent of class: As of February 12, 2026, 11,437,124 Common Shares represent 10,446,999 Common Shares held directly by CD CNR BPC, and 990,125 Common Shares held directly by Ms. Carmel Daniele. Ms. Daniele is the founder and Chief Investment Officer of CD CNR BPC, and, as such, Ms. Daniele has voting and investment power over the Common Shares beneficially held by CD CNR BPC. Ms. Daniele disclaims beneficial ownership of the Common Shares held by CD CNR BPC, except for any pecuniary interests therein.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: See Item 5 of the cover page for each Reporting Person.
	(ii) Shared power to vote or to direct the vote: See Item 6 of the cover page for each Reporting Person.
	(iii) Sole power to dispose or to direct the disposition of: See Item 7 of the cover page for each Reporting Person.
	(iv) Shared power to dispose or to direct the disposition of: See Item 8 of the cover page for each Reporting Person.
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.

CD Capital Asset Management Ltd

Signature:	/s/ Carmel Daniele
Name/Title:	Carmel Daniele, Director
Date:	03/04/2026

Carmel Daniele

Signature:	/s/ Carmel Daniele
Name/Title:	Carmel Daniele
Date:	03/04/2026