|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)
|
Brookfield Asset Management Ltd. (Name of Issuer) |
Class A Limited Voting Shares (Title of Class of Securities) |
113004105 (CUSIP Numbers) |
Swati Mandava Brookfield Corporation, Brookfield Place, 181 Bay Street, Suite 100 Toronto, A6, M5J 2T3 416-363-9491 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
04/01/2026 (Date of Event Which Requires Filing of This Statement) |
| CUSIP Number(s): | 113004105 |
| 1 |
Name of reporting person
BROOKFIELD CORPORATION |
| 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
ONTARIO, CANADA
|
| Number of Shares Beneficially Owned by Each Reporting Person With: | 7
Sole Voting Power:
0.00 8
Shared Voting Power:
1,193,021,145.00 9
Sole Dispositive Power:
0.00 10
Shared Dispositive Power:
1,193,021,145.00 |
| 11 |
Aggregate amount beneficially owned by each reporting person
1,193,021,145.00 |
| 12 |
Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
☐ |
| 13 |
Percent of class represented by amount in Row (11)
72.8 % |
| 14 |
Type of Reporting Person (See Instructions)
CO |
| CUSIP Number(s): | 113004105 |
| 1 |
Name of reporting person
BAM PARTNERS TRUST |
| 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
ONTARIO, CANADA
|
| Number of Shares Beneficially Owned by Each Reporting Person With: | 7
Sole Voting Power:
0.00 8
Shared Voting Power:
1,193,021,145.00 9
Sole Dispositive Power:
0.00 10
Shared Dispositive Power:
1,193,021,145.00 |
| 11 |
Aggregate amount beneficially owned by each reporting person
1,193,021,145.00 |
| 12 |
Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
☐ |
| 13 |
Percent of class represented by amount in Row (11)
72.8 % |
| 14 |
Type of Reporting Person (See Instructions)
OO |
| Item 1. | Security and Issuer |
| (a) |
Title of Class of Securities:
Class A Limited Voting Shares |
| (b) |
Name of Issuer:
Brookfield Asset Management Ltd. |
| (c) |
Address of Issuer's Principal Executive Offices:
Brookfield Place, 250 Vesey Street, 15th Floor, New York,
NEW YORK
, 10281-0221. |
| Item 1 Comment: EXPLANATORY NOTE This Amendment No. 2 (this "Amendment No. 2") amends and supplements the Schedule 13D originally filed on February 5, 2025 (the "Original Schedule 13D"), as amended by Amendment No. 1 filed on May 16, 2025 ("Amendment No. 1, and together with the Original Schedule 13D, the "Schedule 13D"), to reflect the transactions described in Item 4 of this Amendment No. 2. Information and defined terms reported in the Schedule 13D remain in effect except to the extent amended or superseded by information or defined terms contained in this Amendment No. 2. | |
| Item 2. | Identity and Background |
| (a) | Item 2 of the Schedule 13D is hereby amended and supplemented as follows:
Schedule I hereto sets forth updated names of directors and executive officers of BN (to be included as Scheduled Persons) and their respective principal occupations, addresses, and citizenships.
See Exhibit 99.6 - Schedule I |
| Item 4. | Purpose of Transaction |
Item 4 of the Schedule 13D is hereby supplemented as follows:
On April 2, 2026, BWS BAM Financing LP (the "Borrower"), as borrower, and certain subsidiaries of BNT, as guarantors, entered into a margin loan agreement with Royal Bank of Canada, as lender and administrative agent, and RBC Capital Markets LLC, as calculation agent, under which the Borrower intends to borrow US$1,000,000,000 (the "Credit Facility") and the Borrower has agreed to pledge 65,000,000 Class A Shares (the "Collateral Shares"). The Credit Facility matures on April 2, 2028. As is customary for this type of credit facility, upon the occurrence of certain events of default that remain unremedied and certain other specified events, the Borrower will be required to repay the amounts outstanding under the Credit Facility. The failure by the Borrower to make such repayment may result in the lenders exercising their rights and disposing of some or all of the Collateral Shares. Unless an event of default is continuing under the Credit Facility, all voting rights and rights to receive dividends and distributions with respect to the Collateral Shares remain with Borrower, subject to the terms of the Voting Agreement described in Amendment No. 1. The Collateral Shares represent less than 6% of the aggregate number of Class A Shares directly and indirectly held by BN and BNT and less than 4% of all the outstanding Class A Shares. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | Item 5(a) of the Schedule 13D is hereby amended and restated as follows:
(a) The aggregate number and percentage of Class A Shares held by the Reporting Persons to which this Schedule 13D relates is 1,193,021,145 Class A Shares (which includes 65,000,000 Class A Shares owned by BNT and subject to the Voting Agreement), constituting approximately 72.8% of the Issuer's currently outstanding Class A Shares. The percentage of Class A Shares is based on an aggregate number of Class A Shares of 1,638,131,687 Class A Shares outstanding as of March 31, 2026. |
| (b) | Item 5(b) of Schedule 13D is hereby amended and restated as follows:
(b) The information set forth in Item 5(a) of Amendment No. 2 is hereby incorporated herein by reference. |
| (c) | Item 5(c) of Schedule 13D is hereby amended and restated as follows:
(c) Except as described herein, there have been no transactions by the Reporting Persons in the Class A Shares during the past 60 days. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
Item 6 of the Schedule 13D is hereby supplemented as follows:
The information set forth in Item 4 of this Amendment No. 2 is hereby incorporated by reference. | |
| Item 7. | Material to be Filed as Exhibits. |
Item 7 of the Schedule 13D is hereby amended and supplemented as follows:
99.6 Schedule I | |
| 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.
|
BROOKFIELD CORPORATION |
| Signature: | /s/ Swati Mandava | |
| Name/Title: | Swati Mandava/Managing Director, Legal & Regulatory and Corporate Secretary | |
| Date: | 04/06/2026 |
BAM PARTNERS TRUST |
| Signature: | /s/ Kathy Sarpash | |
| Name/Title: | Kathy Sarpash/Secretary, BAM PARTNERS TRUST, by its trustee, BAM CLASS B PARTNERS INC. | |
| Date: | 04/06/2026 |
Exhibit 99.6
SCHEDULE I
BROOKFIELD CORPORATION
| Name and Position of Officer or Director |
Principal Business Address |
Principal Occupation or Employment |
Citizenship | |||
| M. Elyse Allan, Director |
181 Bay Street, Suite 100 Toronto, Ontario M5J 2T3, Canada |
Corporate Director | Canada and U.S.A. | |||
| Eng Seng Ang, Director | 168 Robinson Road, #37-01, Capital Tower, Singapore 068912 |
Advisor, GIC | Singapore | |||
| Justin B. Beber, Chief Operating Officer | 181 Bay Street, Suite 100, Toronto, Ontario M5J 2T3, Canada |
Chief Operating Officer, Brookfield Corporation | Canada | |||
| Jeffrey Blidner, Vice Chair and Director |
181 Bay Street, Suite 100 Toronto, Ontario M5J 2T3, Canada |
Vice Chair, Brookfield Corporation | Canada | |||
| Jack L. Cockwell, Director |
51 Yonge Street, Suite 400 Toronto, Ontario M5E 1J1, Canada |
Chair, Brookfield Partners Foundation | Canada | |||
|
Bruce Flatt, Director and Chief Executive Officer
|
Brookfield Place 225 Liberty Street, 8th Floor |
Chief Executive Officer, Brookfield Corporation | Canada | |||
| Nicholas H. Goodman, President and Chief Financial Officer | 181 Bay Street, Suite 100, Toronto, Ontario M5J 2T3, Canada |
President and Chief Financial Officer, Brookfield Corporation | United Kingdom | |||
| Janice Fukakusa, Director |
181 Bay Street, Suite 100 Toronto, Ontario M5J 2T3, Canada |
Corporate Director | Canada | |||
|
Maureen Kempston Darkes, Director
|
181 Bay Street, Suite 100 Toronto, Ontario M5J 2T3, Canada |
Corporate Director | Canada | |||
|
Brian D. Lawson, Director and Vice Chair
|
181 Bay Street, Suite 100 Toronto, Ontario M5J 2T3, Canada |
Vice Chair, Brookfield Corporation | Canada |
| 1 |
| Cyrus Madon, Executive Vice Chair |
Brookfield Place 225 Liberty Street, 8th Floor |
Executive Vice Chair, Brookfield Corporation | Canada | |||
| Howard S. Marks, Director | Oaktree Capital Management, L.P., 333 S. Grand Avenue, 28th Floor, Los Angeles, CA 90071, U.S.A. |
Co-Chair, Oaktree Capital Management, L.P. | U.S.A | |||
| The Honourable Frank J. McKenna, Director and Chair |
TDCT Tower 161 Bay Street, 35th Fl Toronto, Ontario M5J 2T2, Canada |
Chair, Brookfield Corporation and Deputy Chair, TD Bank Group | Canada | |||
| Rafael Miranda, Director | Calle Serrano 21, Suite 2A, Madrid 28001 Spain |
Corporate Director | Spain | |||
| Lord Augustine Thomas O’Donnell, Director | One Canada Square, Level 25 Canary Wharf, London E14 5AA U.K |
Ambassador of Frontier Economics Limited, and a senior advisor to Brookfield in Europe | United Kingdom | |||
| Hutham S. Olayan, Director | 550 Madison Avenue New York, NY, 10022 |
Chair of the Shareholders Board of The Olayan Group, | U.S.A. and Saudi Arabia | |||
| Samuel J.B. Pollock, Director | 181 Bay Street, Suite 100, Toronto, Ontario M5J 2T3, Canada |
Chief Executive Officer, Brookfield Infrastructure Partners | Canada | |||
| Satish Rai, Director |
181 Bay Street, Suite 100 Toronto, Ontario M5J 2T3, Canada |
Chair, Richcraft Properties and Vice-Chair, Forum Asset Management | Canada | |||
| Diana L. Taylor, Director |
c/o Bloomberg, Philanthropies, 25 East 78th Street, New York, N.Y. 10075 |
Corporate Director | U.S.A. |
| 2 |