BRAZIL POTASH CORP. reports amended Schedule 13G/A showing disclosed holdings by CD Capital Asset Management Ltd and Carmel Daniele. As of March 31, 2026, the filing states 11,437,124 Common Shares are beneficially associated with Ms. Daniele, composed of 10,446,999 shares held directly by CD CNR BPC and 990,125 shares held directly by Ms. Daniele. The filing states Ms. Daniele has voting and investment power over the shares held by CD CNR BPC but disclaims beneficial ownership of those shares except for any pecuniary interest.
Positive
None.
Negative
None.
Insights
Disclosure clarifies ownership and voting authority for a >20% stakeholder group.
The amendment lists 11,437,124 Common Shares tied to Carmel Daniele and related entities, with 10,446,999 shares held by CD CNR BPC. The statement attributes voting and investment power to Ms. Daniele while she formally disclaims beneficial ownership of CD CNR BPC's shares.
Implications depend on voting coordination and any future filings; subsequent Schedule 13D/G filings or Form 4s would further clarify control actions or open-market trades.
Key Figures
Total shares associated with Daniele:11,437,124 sharesShares held by CD CNR BPC:10,446,999 sharesShares held directly by Carmel Daniele:990,125 shares+2 more
5 metrics
Total shares associated with Daniele11,437,124 sharesas of March 31, 2026
Shares held by CD CNR BPC10,446,999 sharesdirectly held by CD CNR BPC, as of March 31, 2026
Shares held directly by Carmel Daniele990,125 sharesdirect holdings of Ms. Daniele, as of March 31, 2026
Percent of class — CD CNR BPC / adviser19.24%cover-page percentage linked to 10,446,999 shares
Percent of class — Carmel Daniele21.08%cover-page percentage linked to 11,437,124 shares
Key Terms
beneficially owned, sole dispositive power, disclaims beneficial ownership, investment advisor
4 terms
beneficially ownedregulatory
"Amount beneficially owned: See Item 9 of the cover page"
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.
sole dispositive powerregulatory
"7 | Sole Dispositive Power 10,446,999.00"
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.
disclaims beneficial ownershipregulatory
"Ms. Daniele disclaims beneficial ownership of the Common Shares held by CD CNR BPC"
investment advisorfinancial
"The Reporting Person is an investment advisor registered with the United Kingdom's Financial Conduct Authority"
An investment advisor is a person or firm that provides personalized guidance on buying, selling and managing investments and often oversees client portfolios for a fee. For investors this matters because the advisor shapes risk, costs and long-term returns, and is typically required by law to act in the client’s best interests — think of them as a financial coach or GPS that helps navigate choices and avoid costly detours.
What holdings does Brazil Potash (GRO) show for Carmel Daniele?
Ms. Carmel Daniele is associated with 11,437,124 Common Shares as of March 31, 2026. This total includes 990,125 shares held directly by Ms. Daniele and 10,446,999 shares held by CD CNR BPC, per the amendment.
How many shares does CD Capital Asset Management Ltd report for GRO?
CD CNR BPC holds 10,446,999 Common Shares, reported through its investment adviser CD Capital Asset Management Ltd as of March 31, 2026. The adviser discloses voting and dispositive power over those shares.
Does Ms. Daniele claim beneficial ownership of the LP's shares?
The filing states Ms. Daniele has voting and investment power over the shares held by CD CNR BPC but expressly disclaims beneficial ownership of those shares except for any pecuniary interest she may have.
What percentages of Brazil Potash does each reporting person hold?
CD Capital Asset Management Ltd is shown with 10,446,999 shares (19.24%) and Carmel Daniele with 11,437,124 shares (21.08%) as reported on the cover page, dated March 31, 2026.
Where is the reporting person located and regulated?
CD Capital Asset Management Ltd lists its principal business office at 105 Piccadilly, London and states it is registered with the United Kingdom's Financial Conduct Authority, per Item 2 of the amendment.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)
BRAZIL POTASH CORP.
(Name of Issuer)
Common Stock, no par value per share
(Title of Class of Securities)
10586A1084
(CUSIP Number)
03/31/2026
(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):
10586A1084
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)
19.24 %
12
Type of Reporting Person (See Instructions)
IA
SCHEDULE 13G
CUSIP Number(s):
10586A1084
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)
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 March 31, 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.
