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Brazil Potash Corp. received a Schedule 13G from CD Capital Asset Management Ltd and Carmel Daniele disclosing significant stakes. CD Capital reported beneficial ownership of 10,766,999 common shares, representing 24.6%, with sole voting and dispositive power. Carmel Daniele reported 11,757,124 shares, or 26.8%, as of September 30, 2025, including 10,766,999 shares held by CD CNR BPC and 990,125 shares held directly. The filing states the holdings are in the ordinary course and not for changing or influencing control.
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
(b)
Address or principal business office or, if none, residence:
105 Piccadilly
London, W1J 7NJ
United Kingdom
(c)
Citizenship:
United Kingdom
(d)
Title of class of securities:
Common Stock no par value
(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).
Foreign Investment Adviser
Item 4.
Ownership
(a)
Amount beneficially owned:
See Item 9 of the cover page for each Reporting Person
(b)
Percent of class:
As of September 30, 2025, 11,757,124 Common Shares represent 10,766,999 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.
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.
