SEC Comment Letter for Brazil Potash Corp. (GRO) (CIK 0001472326) (GRO) — May 21, 2020
Brazil Potash Corp. (GRO) (CIK 0001472326)
Date: May 21, 2020 · CIK: 0001472326 · Accession: 0000000000-20-004544
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 024-11208
Letter
United States securities and exchange commission logo May 21, 2020 Matthew Simpson Chief Executive Officer and Director Brazil Potash Corp. 800 – 65 Queen Street West Toronto, ON M5H 2M5 Re:Brazil Potash Corp. Registration Statement on Form 1-A Filed May 5, 2020 File No. 024-11208 Dear Mr. Simpson: We have reviewed your amended offering statement and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your offering statement and providing the requested information. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your offering statement and the information you provide in response to these comments, we may have additional comments. Unless we note otherwise, our references to prior comments are to comments in our April 14, 2020 letter. Form 1-A Marketing, page 28 1.We note your response to comment 8 and your statement regarding a 5-year graph in the first paragraph on page 28, however the graph was not included with your filing. We re- issue comment 8. Please modify your filing and provide a chart or graph presenting the 5- year historical potash pricing for your targeted markets. We will consider qualifying your offering statement at your request. If a participant in your offering is required to clear its compensation arrangements with FINRA, please have FINRA advise us that it has no objections to the compensation arrangements prior to qualification.
FirstName LastNameMatthew Simpson Comapany NameBrazil Potash Corp. May 21, 2020 Page 2 FirstName LastName Matthew Simpson Brazil Potash Corp. May 21, 2020 Page 2 We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. We also remind you that, following qualification of your Form 1-A, Rule 257 of Regulation A requires you to file periodic and current reports, including a Form 1-K which will be due within 120 calendar days after the end of the fiscal year covered by the report. You may contact Myra Moosariparambil at (202) 551-3796 or Raj Rajan at (202) 551- 3388 if you have questions regarding comments on the financial statements and related matters. Please contact George K. Schuler, Mining Engineer, at (202) 551-3718 for engineering related questions. Please contact Kevin Dougherty at (202) 551-3271 or Tim Levenberg, Special Counsel, at (202) 551-3707 with any other questions. Sincerely, Division of Corporation Finance Office of Energy & Transportation cc: Rebecca G. DiStefano
Show Raw Text
United States securities and exchange commission logo
May 21, 2020
Matthew Simpson
Chief Executive Officer and Director
Brazil Potash Corp.
800 – 65 Queen Street West
Toronto, ON M5H 2M5
Re:Brazil Potash Corp.
Registration Statement on Form 1-A
Filed May 5, 2020
File No. 024-11208
Dear Mr. Simpson:
We have reviewed your amended offering statement and have the following
comments. In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
Please respond to this letter by amending your offering statement and providing the
requested information. If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your offering statement and the information you
provide in response to these comments, we may have additional comments. Unless we note
otherwise, our references to prior comments are to comments in our April 14, 2020 letter.
Form 1-A
Marketing, page 28
1.We note your response to comment 8 and your statement regarding a 5-year graph in the
first paragraph on page 28, however the graph was not included with your filing. We re-
issue comment 8. Please modify your filing and provide a chart or graph presenting the 5-
year historical potash pricing for your targeted markets.
We will consider qualifying your offering statement at your request. If a participant in
your offering is required to clear its compensation arrangements with FINRA, please have
FINRA advise us that it has no objections to the compensation arrangements prior to
qualification.
FirstName LastNameMatthew Simpson
Comapany NameBrazil Potash Corp.
May 21, 2020 Page 2
FirstName LastName
Matthew Simpson
Brazil Potash Corp.
May 21, 2020
Page 2
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff. We also remind you that, following qualification of your Form 1-A, Rule 257
of Regulation A requires you to file periodic and current reports, including a Form 1-K which
will be due within 120 calendar days after the end of the fiscal year covered by the report.
You may contact Myra Moosariparambil at (202) 551-3796 or Raj Rajan at (202) 551-
3388 if you have questions regarding comments on the financial statements and related matters.
Please contact George K. Schuler, Mining Engineer, at (202) 551-3718 for engineering related
questions. Please contact Kevin Dougherty at (202) 551-3271 or Tim Levenberg, Special
Counsel, at (202) 551-3707 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc: Rebecca G. DiStefano