|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
|
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
CALAVO GROWERS INC (Name of Issuer) |
Ordinary Shares (Title of Class of Securities) |
128246105 (CUSIP Number) |
02/06/2026 (Date of Event Which Requires Filing of this Statement) |
| CUSIP No. | 128246105 |
| 1 |
Names of Reporting Persons
Fourth Sail Capital LP |
| 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
CAYMAN ISLANDS
|
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5
Sole Voting Power:
0.00 6
Shared Voting Power:
1,109,341.00 7
Sole Dispositive Power:
0.00 8
Shared Dispositive Power:
1,109,341.00 |
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,109,341.00 |
| 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)
6.21 % |
| 12 |
Type of Reporting Person (See Instructions)
PN |
| CUSIP No. | 128246105 |
| 1 |
Names of Reporting Persons
Ariel Merenstein |
| 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 STATES
|
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5
Sole Voting Power:
0.00 6
Shared Voting Power:
1,109,341.00 7
Sole Dispositive Power:
0.00 8
Shared Dispositive Power:
1,109,341.00 |
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,109,341.00 |
| 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)
6.21 % |
| 12 |
Type of Reporting Person (See Instructions)
IN |
| CUSIP No. | 128246105 |
| 1 |
Names of Reporting Persons
Fourth Sail Capital US LP |
| 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:
0.00 6
Shared Voting Power:
1,109,341.00 7
Sole Dispositive Power:
0.00 8
Shared Dispositive Power:
1,109,341.00 |
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,109,343.00 |
| 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)
6.21 % |
| 12 |
Type of Reporting Person (See Instructions)
PN |
| CUSIP No. | 128246105 |
| 1 |
Names of Reporting Persons
Tordesilhas Capital Gestora De Recursos Ltda. |
| 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
BRAZIL
|
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5
Sole Voting Power:
0.00 6
Shared Voting Power:
1,109,341.00 7
Sole Dispositive Power:
0.00 8
Shared Dispositive Power:
1,109,341.00 |
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,109,341.00 |
| 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)
6.21 % |
| 12 |
Type of Reporting Person (See Instructions)
OO |
| CUSIP No. | 128246105 |
| 1 |
Names of Reporting Persons
Fourth Sail Long Short LLC |
| 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:
0.00 6
Shared Voting Power:
1,109,341.00 7
Sole Dispositive Power:
0.00 8
Shared Dispositive Power:
1,109,341.00 |
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,109,341.00 |
| 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)
6.21 % |
| 12 |
Type of Reporting Person (See Instructions)
OO |
| Item 1. | ||
| (a) |
Name of issuer:
CALAVO GROWERS INC | |
| (b) |
Address of issuer's principal executive offices:
1141A CUMMINGS ROAD, SANTA PAULA, CALIFORNIA
93060 | |
| Item 2. | ||
| (a) |
Name of person filing:
Fourth Sail Capital LP
Ariel Merenstein
Fourth Sail Capital US LP
Tordesilhas Capital Gestora De Recursos Ltda.
Fourth Sail Long Short LLC | |
| (b) |
Address or principal business office or, if none, residence:
10 MARKET STREET
#754
GRAND CAYMAN, Cayman Islands
KY1-9006 | |
| (c) |
Citizenship:
Fourth Sail Capital LP - CAYMAN ISLANDS
Ariel Merenstein - UNITED STATES
Fourth Sail Capital US LP - DELAWARE
Tordesilhas Capital Gestora De Recursos Ltda. - BRAZIL
Fourth Sail Long Short LLC - DELAWARE | |
| (d) |
Title of class of securities:
Ordinary Shares | |
| (e) |
CUSIP No.:
128246105 | |
| 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:
The information required by this item with respect to each Reporting Person is set forth in
Rows 5 through 9 and 11 of the cover pages to this Schedule 13G. The ownership percentages reported are based on 17,874,079.00 Class A Common Shares outstanding.
As of the date of this Schedule 13G, Fourth Sail Long Short directly holds 1,109,341 Class A Common Shares.
Fourth Sail Capital LP is the General Partner, Fourth Sail Capital US LP is the Investment Manager of Fourth Sail Long Short. Mr. Merenstein is the managing partner of Fourth Sail Capital. | |
| (b) |
Percent of class:
6.21 %
| |
| (c) |
Number of shares as to which the person has:
| |
|
(i) Sole power to vote or to direct the vote:
Fourth Sail Capital LP - 0
Ariel Merenstein - 0
Fourth Sail Capital US LP - 0
Tordesilhas Capital Gestora De Recursos Ltda. - 0
Fourth Sail Long Short LLC - 0 | ||
|
(ii) Shared power to vote or to direct the vote:
Fourth Sail Capital LP - 1,109,341
Ariel Merenstein - 1,109,341
Fourth Sail Capital US LP - 1,109,341
Tordesilhas Capital Gestora De Recursos Ltda. - 1,109,341
Fourth Sail Long Short LLC - 1,109,341 | ||
|
(iii) Sole power to dispose or to direct the disposition of:
Fourth Sail Capital LP - 0
Ariel Merenstein - 0
Fourth Sail Capital US LP - 0
Tordesilhas Capital Gestora De Recursos Ltda. - 0
Fourth Sail Long Short LLC - 0 | ||
|
(iv) Shared power to dispose or to direct the disposition of:
Fourth Sail Capital LP - 1,109,341
Ariel Merenstein - 1,109,341
Fourth Sail Capital US LP - 1,109,341
Tordesilhas Capital Gestora De Recursos Ltda. - 1,109,341
Fourth Sail Long Short LLC - 1,109,341 | ||
| 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 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.
|
Fourth Sail Capital LP |
| Signature: | Thiago Doria | |
| Name/Title: | Authorized Person | |
| Date: | 02/06/2026 |
Ariel Merenstein |
| Signature: | Thiago Doria | |
| Name/Title: | Attorney in fact | |
| Date: | 02/06/2026 |
Fourth Sail Capital US LP |
| Signature: | Thiago Doria | |
| Name/Title: | Authorized Person | |
| Date: | 02/06/2026 |
Tordesilhas Capital Gestora De Recursos Ltda. |
| Signature: | Tathiana Azevedo | |
| Name/Title: | Authorized Person | |
| Date: | 02/06/2026 |
Fourth Sail Long Short LLC |
| Signature: | Thiago Doria | |
| Name/Title: | Authorized Person | |
| Date: | 02/06/2026 |