SCHEDULE 13G: Statement of Beneficial Ownership by Certain Investors
Published on February 14, 2025
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
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Brazil Potash Corp.
(Name of Issuer) |
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Common Shares, no par value
(Title of Class of Securities) |
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10586A108
(CUSIP Number) |
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12/31/2024
(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)
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Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 10586A108 |
| 1 | Names of Reporting Persons
Stalin Bharti
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| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CANADA (FEDERAL LEVEL)
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,631,059.00
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| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
6.8 %
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| 12 | Type of Reporting Person (See Instructions)
IN
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Comment for Type of Reporting Person: (1) Rows 5 and 7 include 125,000 common shares, no par value (the "Common Shares") of the Issuer (as defined herein) issuable upon the exercise of stock options within 60 days held by Mr. Bharti (the "Stock Options"), and 25,000 Common Shares issuable upon the vesting of restricted stock units within 60 days held by Mr. Bharti (the "RSUs").
(2) Rows 6 and 8 represents Common Shares held by Mr. Bharti's spouse, Hannele Bharti. Mr. Bharti and Mrs. Bharti are deemed to share voting and investment power over the 2,477,935 Common Shares.
(3) Regarding Row 9, as disclosed in the Issuer's prospectus filed with the U.S. Securities and Exchange Commission on November 27, 2024 (the "Prospectus"), Mr. Bharti reported beneficial ownership of 4,131,059 Common Shares. Mr. Bharti disclaims beneficial ownership of the 1,500,000 Common Shares beneficially owned by his lineal descendants.
(4) The percentage used in Row 11 is calculated based upon 38,337,967 issued and outstanding shares of the Issuer's Common Shares as disclosed in the Prospectus, plus the 125,000 Stock Options, and the 25,000 RSUs.
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SCHEDULE 13G
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| CUSIP No. | 10586A108 |
| 1 | Names of Reporting Persons
Hannele Bharti
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| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CANADA (FEDERAL LEVEL)
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,477,935.00
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| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
6.4 %
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| 12 | Type of Reporting Person (See Instructions)
IN
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Comment for Type of Reporting Person: (1) Rows 6 and 8 represents Common Shares held by Mr. Bharti's spouse, Hannele Bharti. Mr. Bharti and Mrs. Bharti are deemed to share voting and investment power over the 2,477,935 Common Shares.
(2) The percentage used in Row 11 is calculated based upon 38,337,967 outstanding shares of the Issuer's Common Shares as disclosed in the Prospectus, plus the 125,000 Stock Options, and the 25,000 RSUs.
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SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Brazil Potash Corp.
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| (b) | Address of issuer's principal executive offices:
198 Davenport Road, Toronto, Ontario, Canada M5R 1J2
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| Item 2. | ||
| (a) | Name of person filing:
This Schedule 13G is being filed jointly by Stalin Bharti and Hannele Bharti (collectively, the "Reporting Persons").
The Reporting Persons have entered into a Joint Filing Agreement dated as of February 13, 2025, a copy of which is attached as Exhibit 1 hereto, pursuant to which the Reporting Persons have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended.
The Reporting Persons expressly disclaim status as a "group" for purposes of this Schedule 13G.
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| (b) | Address or principal business office or, if none, residence:
The address of each of the Reporting Persons is 65 Binscarth Road, Toronto, Ontario, Canada M4W 1Y8
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| (c) | Citizenship:
Each of the Reporting Persons is a citizen of Canada.
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| (d) | Title of class of securities:
Common Shares, no par value
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| (e) | CUSIP No.:
10586A108
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| 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);
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| (b) |
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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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);
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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: |
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| (k) |
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
See Row 9 of the cover pages of each of the Reporting Persons.
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| (b) | Percent of class:
See Row 11 of the cover pages for each of the Reporting Persons. As of the date hereof, the Reporting Persons beneficially own in the aggregate approximately 6.8% of the outstanding shares of the Issuer's Common Stock.
The Common Stock beneficial ownership percentages provided in this Schedule 13G, including in Row 9 of the cover pages, are calculated based on 38,337,967 outstanding shares of the Issuer's Common Shares as disclosed in the Prospectus, plus the 125,000 Stock Options, and the 25,000 RSUs. %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
See Row 5 of the cover pages for the Reporting Persons.
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| (ii) Shared power to vote or to direct the vote:
See Row 6 of the cover pages for the Reporting Persons.
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| (iii) Sole power to dispose or to direct the disposition of:
See Row 7 of the cover pages for the Reporting Persons.
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| (iv) Shared power to dispose or to direct the disposition of:
See Row 8 of the cover pages for the Reporting Persons.
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| 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
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| 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
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| 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.
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