Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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Leef Brands Inc. (Name of Issuer) |
Common Shares (Title of Class of Securities) |
52426X104 (CUSIP Number) |
05/15/2026 (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. | 52426X104 |
| 1 | Names of Reporting Persons
Mindset LEEF 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: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
20,054,412.00 | ||||||||
| 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)
7.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: For Row 11, based on 280,358,364 shares outstanding of the Issuer as of May 6, 2026, as set forth in the Issuer's Form 10-Q, filed May 6, 2026.
SCHEDULE 13G
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| CUSIP No. | 52426X104 |
| 1 | Names of Reporting Persons
Mindset Value Fund 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: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
7,235,325.00 | ||||||||
| 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)
2.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: For Row 11, based on 280,358,364 shares outstanding of the Issuer as of May 6, 2026, as set forth in the Issuer's Form 10-Q, filed May 6, 2026.
SCHEDULE 13G
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| CUSIP No. | 52426X104 |
| 1 | Names of Reporting Persons
Mindset Value Wellness Fund 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: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
5,876,625.00 | ||||||||
| 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)
2.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: For Row 11, based on 280,358,364 shares outstanding of the Issuer as of May 6, 2026, as set forth in the Issuer's Form 10-Q, filed May 6, 2026.
SCHEDULE 13G
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| CUSIP No. | 52426X104 |
| 1 | Names of Reporting Persons
Mindset Capital 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: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
33,166,362.00 | ||||||||
| 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)
11.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IA |
Comment for Type of Reporting Person: For Rows 6, 8 and 9, Mindset Capital LLC is the Investment Manager of Mindset LEEF LLC, Mindset Value Fund LP, Mindset Value Wellness Fund LP (the "Funds") in which such shares referred to above are held. As a result, Mindset Capital LLC possesses the power to vote and dispose or direct the disposition of all the shares owned by the Funds. Mindset Capital LLC disclaims beneficial ownership of any of the shares held by the Funds. For Row 11, based on 280,358,364 shares outstanding of the Issuer as of May 6, 2026, as set forth in the Issuer's Form 10-Q, filed May 6, 2026.
SCHEDULE 13G
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| CUSIP No. | 52426X104 |
| 1 | Names of Reporting Persons
Aaron Edelheit | ||||||||
| 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: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
33,935,689.00 | ||||||||
| 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)
12.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
HC, IN |
Comment for Type of Reporting Person: Mr. Edelheit is the Managing Member of Mindset Capital LLC, the Managing Member of Mindset LEEF LLC, and the General Partner of Mindset Value Fund LP and Mindset Value Wellness Fund LP. As a result, Mr. Edelheit possesses the power to vote and dispose or direct the disposition of all the shares beneficially owned by Mindset LEEF LLC, Mindset Value Fund LP, and Mindset Value Wellness Fund LP as investment manager to the Funds. Mr. Edelheit disclaims beneficial ownership of any of the shares held by the Funds. For Row 11, based on 280,358,364 shares outstanding of the Issuer as of May 6, 2026, as set forth in the Issuer's Form 10-Q, filed May 6, 2026.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Leef Brands Inc. | |
| (b) | Address of issuer's principal executive offices:
Suite 2500 Park Place, 666 Burrard Street, Vancouver, BC V6C 2X8, Canada | |
| Item 2. | ||
| (a) | Name of person filing:
Mindset LEEF LLC, Mindset Value Fund LP, Mindset Value Wellness Fund LP, Mindset Capital LLC, Aaron Edelheit | |
| (b) | Address or principal business office or, if none, residence:
30 West Mission Street, Suite 8, Santa Barbara, CA 93101 | |
| (c) | Citizenship:
Mindset LEEF LLC is a Delaware Limited Liability Company. Mindset Value Fund LP is a Delaware Limited Partnership. Mindset Value Wellness Fund LP is a Delaware Limited Partnership. Mindset Capital LLC is a Delaware Limited Liability Company. Aaron Edelheit is a citizen of the United States. | |
| (d) | Title of class of securities:
Common Shares | |
| (e) | CUSIP No.:
| |
| 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);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) |
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (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);
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| (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:
Aggregate of all Reporting Persons: 33,935,689 Mindset LEEF LLC - 20,054,412 Mindset Value Fund LP - 7,235,325 Mindset Value Wellness Fund LP - 5,876,625 Mindset Capital LLC - 33,166,362 Aaron Edelheit - 769,327 | |
| (b) | Percent of class:
Aggregate of all Reporting Persons: 12.1%+ Mindset LEEF LLC - 7.2%+ Mindset Value Fund LP - 2.6%+ Mindset Value Wellness Fund LP - 2.1%+ Mindset Capital LLC - 11.8%+ Aaron Edelheit - 12.1%+ + Based on 280,358,364 shares outstanding of the Issuer as of May 6, 2026, as set forth in the Issuer's Form 10-Q, filed May 6, 2026. %
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| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
Mindset LEEF LLC - 0 Mindset Value Fund LP - 0 Mindset Value Wellness Fund LP - 0 Mindset Capital LLC - 0 Aaron Edelheit - 769,327 | ||
| (ii) Shared power to vote or to direct the vote:
Mindset LEEF LLC - 20,054,412 Mindset Value Fund LP - 7,235,325 Mindset Value Wellness Fund LP - 5,876,625 Mindset Capital LLC - 33,166,362 Aaron Edelheit - 33,935,689 | ||
| (iii) Sole power to dispose or to direct the disposition of:
Mindset LEEF LLC - 0 Mindset Value Fund LP - 0 Mindset Value Wellness Fund LP - 0 Mindset Capital LLC - 0 Aaron Edelheit - 769,327 | ||
| (iv) Shared power to dispose or to direct the disposition of:
Mindset LEEF LLC - 20,054,412 Mindset Value Fund LP - 7,235,325 Mindset Value Wellness Fund LP - 5,876,625 Mindset Capital LLC - 33,166,362 Aaron Edelheit - 33,935,689 | ||
| 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: |
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.
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