Investment Company, Inc. takes 7.5% Brazil Potash stake

Rhea-AI Filing Summary

Investment Company, Inc., a Delaware corporation and investment adviser, reported a passive 7.5% beneficial ownership position in Brazil Potash Corp. common stock on a Schedule 13G.

The filing shows beneficial ownership of 4,000,000 common shares, with sole voting and dispositive power. The position is held through funds it advises, including Special Situations Fund III QP, L.P. and Special Situations Cayman Fund, L.P., via common shares and warrants. The warrants may be exercised only so long as total beneficial ownership does not exceed 9.99% of outstanding common shares. The holder certifies the stake was acquired in the ordinary course of business and not to change or influence control of Brazil Potash Corp.

Insights

Equity ownership analyst

Investment adviser discloses a passive 7.5% stake in Brazil Potash.

Investment Company, Inc. reports beneficial ownership of 4,000,000 Brazil Potash Corp. common shares, representing 7.5% of the class. The firm has sole voting and investment power, acting as adviser to Special Situations Fund III QP, L.P. and Special Situations Cayman Fund, L.P.

The structure includes both common shares and warrants, with a 9.99% beneficial ownership cap on warrant conversion. This constraint limits further ownership concentration through warrant exercises. The filer certifies that the position is held in the ordinary course and not for changing or influencing control, aligning with a passive Schedule 13G filing.

Future changes in this ownership level would typically appear in updated beneficial ownership reports, while the 9.99% cap remains an important threshold for how much of the company these funds can beneficially own through warrant exercises.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What stake does Investment Company, Inc. report in Brazil Potash Corp. (GRO)?

Investment Company, Inc. reports beneficial ownership of 4,000,000 Brazil Potash Corp. common shares, representing 7.5% of the class. The firm has sole voting and dispositive power over these shares through funds it advises.

How is the 4,000,000-share Brazil Potash Corp. stake held by Investment Company, Inc. structured?

The 4,000,000-share position combines common stock and warrants held by advised funds. Holdings include shares and warrants for Special Situations Fund III QP, L.P. and Special Situations Cayman Fund, L.P., over which Investment Company, Inc. has sole voting and investment power.

Is Investment Company, Inc.’s 7.5% Brazil Potash Corp. position passive or activist?

The filing characterizes the position as passive. Investment Company, Inc. certifies the securities were acquired and are held in the ordinary course of business, not for changing or influencing control of Brazil Potash Corp., consistent with a Schedule 13G filing.

What is the 9.99% beneficial ownership limitation mentioned for Brazil Potash Corp. warrants?

The warrants held by the funds may be converted or exercised only so long as total beneficial ownership does not exceed 9.99% of Brazil Potash’s outstanding common shares. This cap restricts additional ownership via warrant exercise beyond that threshold.

Who are the funds associated with Investment Company, Inc. in this Brazil Potash Corp. filing?

Investment Company, Inc. is the investment adviser to Special Situations Cayman Fund, L.P. and Special Situations Fund III QP, L.P.. The Brazil Potash Corp. common shares and warrants referenced are held in these funds’ accounts under the adviser’s voting and investment authority.

What role do David M. Greenhouse and Adam C. Stettner play in the Brazil Potash Corp. stake?

David M. Greenhouse and Adam C. Stettner are described as members of the general partners of the advised funds and as controlling principals of Investment Company, Inc., linking their leadership to the management of this Brazil Potash Corp. position.

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

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Accepted by SEC EDGAR 02/13/2026 - 10:50 AM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Brazil Potash Corp.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

10586A108

(CUSIP Number)

12/31/2025

(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. 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 4,000,000.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 4,000,000.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

4,000,000.00

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)

7.5 %

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 1,559,427 Common Shares and 1,559,427 Warrants held by SSFQP, 440,573 Common Shares and 440,573 Warrants held by CAYMAN and 205,573 Common Shares held by SSLS. Warrants described herein may only be converted or exercised into Common Shares to the extent that the total number of Common Shares then beneficially owned does not exceed 9.99% of the outstanding shares.

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: 527 Madison Avenue, Suite 2600 New York, NY 10022
(c)	Citizenship: AWM is a Delaware Corporation.
(d)	Title of class of securities: Common Stock
(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: 4,000,000
(b)	Percent of class: 7.5%
(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 1,559,427 shares of Common Stock and 1,559,427 Warrants of the Issuer (the Shares) held by SSFQP and 440,573 shares of Common Stock 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 1,559,427 shares of Common Stock and 1,559,427 Warrants of the Issuer (the Shares) held by SSFQP and 440,573 shares of Common Stock 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:	02/13/2026