GRAN TIERRA ENERGY INC. SEC Filing

Gran Tierra Energy Inc. received an amended Schedule 13D showing that the Equinox Partners group reports beneficial ownership of 5,796,370 shares of Common Stock, representing 16.4% of the class.

Rhea-AI Filing Summary

Gran Tierra Energy Inc. received an amended Schedule 13D showing that the Equinox Partners group reports beneficial ownership of 5,796,370 shares of Common Stock, representing 16.4% of the class. The percentage is based on 35,295,753 shares outstanding as reported in the company’s Form 10‑Q filed on October 31, 2025.

Within the group, examples include Equinox Partners, L.P. with 2,396,343 shares (6.8%) and Kuroto Fund LP with 616,254 shares (1.8%). The filing notes shared voting and dispositive power over 5,796,370 shares and that purchases were funded with approximately $37,351,562.10, including commissions. The reporting persons state no admissions of beneficial ownership beyond directly owned securities. The group also notes that an EPIM portfolio manager joined the board on September 30, 2025.

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Accepted by SEC EDGAR 11/07/2025 - 09:48 PM EST Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

Gran Tierra Energy Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

38500T200

(CUSIP Number)

Eric Wagner
Kleinberg, Kaplan, Wolff & Cohen P.C., 500 Fifth Avenue
New York, NY, 10110
(212) 880-9845

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

11/04/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 38500T200

1

Name of reporting person

Equinox Partners Investment Management LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 5,796,370.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 5,796,370.00

11

Aggregate amount beneficially owned by each reporting person

5,796,370.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

16.4 %

14

Type of Reporting Person (See Instructions)

IA

Comment for Type of Reporting Person:

Note to Row 8: Includes 2,284,787 shares of Common Stock, par value $0.001 per share (the "Shares") of Gran Tierra Energy Inc. (the "Issuer") held in one or more client accounts over which Equinox Partners Investment Management LLC, as investment advisor, has shared voting and dispositive power. The filing of this statement should not be deemed as admission that Equinox Partners Investment Management LLC is, for the purposes of Section 13 of the Act, the beneficial owner of the Shares held in such client account(s).

SCHEDULE 13D

CUSIP No. 38500T200

1

Name of reporting person

Equinox Partners, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 2,396,343.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,396,343.00

11

Aggregate amount beneficially owned by each reporting person

2,396,343.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

6.8 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP No. 38500T200

1

Name of reporting person

Kuroto Fund LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 616,254.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 616,254.00

11

Aggregate amount beneficially owned by each reporting person

616,254.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

1.8 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP No. 38500T200

1

Name of reporting person

Mason Hill Partners, LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 498,986.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 498,986.00

11

Aggregate amount beneficially owned by each reporting person

498,986.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

1.4 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP No. 38500T200

1

Name of reporting person

Sean M. Fieler

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 5,796,370.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 5,796,370.00

11

Aggregate amount beneficially owned by each reporting person

5,796,370.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

16.4 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Note to Row 8: See Footnote 1 on page 2. The filing of this statement should not be deemed an admission that Mr. Fieler is, for the purposes of Section 13 of the Act, the beneficial owner of the Shares held in such client account(s).

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.001 per share
(b)	Name of Issuer: Gran Tierra Energy Inc.
(c)	Address of Issuer's Principal Executive Offices: 500 Centre Street S.E., Calgary, ALBERTA, CANADA , T2G 1A6.
Item 1 Comment: The following constitutes Amendment No. 1 (this "Amendment No. 1") to the Schedule 13D (the "Schedule 13D") filed by the undersigned with respect to shares of the Common Stock, par value $0.001 per share (the "Shares") of Gran Tierra Energy Inc. (the "Issuer"). This Amendment No. 1 amends the Schedule 13D as specifically set forth herein.
Item 3.	Source and Amount of Funds or Other Consideration
	Item 3 of the Schedule 13D is hereby amended and restated in its entirety as follows: All of the Shares to which this Schedule 13D relates were purchased using the investment capital of the applicable clients of EPIM. The aggregate amount of funds used for the purchase of the Shares held by the Reporting Persons is approximately $37,351,562.10, including commissions. The Reporting Persons may effect purchases of Shares through margin accounts maintained for EPIM's clients with prime brokers, which extend margin credit as and when required to open or carry positions in their margin accounts, subject to applicable federal margin regulations, stock exchange rules and such firms' credit policies. Shares may be held in margin accounts and may be pledged as collateral security for the repayment of debit balances in such accounts. Since other securities may be held in such margin accounts, it may not be possible to determine the amounts, if any, of margin used to purchase the Shares.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows: (a)-(b) The aggregate percentage of Shares reported owned by the Reporting Persons is based upon 35,295,753 Shares outstanding, which is the total number of Shares outstanding as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on October 31, 2025. As of the date hereof, the Reporting Persons beneficially own an aggregate of 5,796,370 Shares, constituting approximately 16.4% of the outstanding Shares. See rows (11) and (13) of the cover pages to this Schedule 13D for the aggregate number of Shares and percentage of the outstanding Shares beneficially owned by each of the Reporting Persons. See rows (7) through (10) of the cover pages to this Schedule 13D, including the notes relating thereto, for the number of Shares as to which each Reporting Person has the sole or shared power to vote or direct the vote and the sole or shared power to dispose or to direct the disposition. The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer that he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own. The Reporting Persons expect that Brad Virbitsky, a portfolio manager and partner at EPIM who was appointed to the Issuer's Board of Directors as an independent director effective September 30, 2025, will be awarded certain securities of the Issuer as compensation for his serving as a member of the Issuer's Board of Directors.
(b)	See Item 5(a).
(c)	During the past sixty (60) days, the Reporting Persons have not entered into any transactions in the Shares except as set forth on Schedule 1 hereto.
(d)	No Person is known to the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any Shares that may be beneficially owned by the Reporting Persons.
(e)	Not applicable.
Item 7.	Material to be Filed as Exhibits.
	Exhibit 99 - Schedule 1

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.

Equinox Partners Investment Management LLC

Signature:	/s/ Sean M. Fieler
Name/Title:	Manager
Date:	11/07/2025

Equinox Partners, L.P.

Signature:	/s/ Sean M. Fieler
Name/Title:	Manager of Equinox Partners Investment Management LLC, the Investment Manager of Equinox Partners, L.P.
Date:	11/07/2025

Kuroto Fund LP

Signature:	/s/ Sean M. Fieler
Name/Title:	Manager of Equinox Partners Investment Management LLC, the Investment Manager of Kuroto Fund LP
Date:	11/07/2025

Mason Hill Partners, LP

Signature:	/s/ Sean M. Fieler
Name/Title:	Manager of Equinox Partners Investment Management LLC, the Investment Manager of Mason Hill Partners, LP
Date:	11/07/2025

Sean M. Fieler

Signature:	/s/ Sean M. Fieler
Name/Title:	Sean M. Fieler
Date:	11/07/2025