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December 20, 2022
Matthew Simpson
Chief Executive Officer and Director
Brazil Potash Corp.
198 Davenport Road
Toronto, Ontario, Canada, M5R 1J2
Re:Brazil Potash Corp.
Draft Registration Statement on Form F-1
Submitted November 23, 2022
CIK No. 0001472326
Dear Matthew Simpson:
            We have reviewed your draft registration 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 providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  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 the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Form DRS/A Filed November 23, 2022
Prospectus Summary
Organizational Structure, page 1
1.We note your disclosure that the Company owns an approximate 99.99% stake in Potassio
do Brasil Ltda., with the affiliated company Forbes Empreendimentos Minerais Ltda.
owning an approximate 0.01% stake in your subsidiary.  On page F-6 however, it states
your Company owns a 100% stake in Potassio do Brasil.  Please clarify whether Potassio
do Brasil is a wholly owned subsidiary.

 FirstName LastNameMatthew  Simpson
 Comapany NameBrazil Potash Corp.
 December 20, 2022 Page 2
 FirstName LastNameMatthew  Simpson
Brazil Potash Corp.
December 20, 2022
Page 2
Our Competitive Strengths
Significant reduction in carbon emissions., page 7
2.You disclose that based on an analysis you commissioned from a consulting firm to assess
the greenhouse gas (“GHG”) emissions anticipated to be generated by the Autazes Project,
as compared to a similar potash producer located in Saskatchewan, Canada exporting an
equivalent amount of potash to Brazil, you believe that the production of potash from the
Autazes Project would generate approximately 80% less Scope 1 and 2 GHG Emissions,
and, when added to the reduction in Scope 3 GHG Emissions, you believe that your
potash production will produce approximately 1.4 million tons less GHG emissions per
year, which is the equivalent of planting approximately 57 million new trees. Please revise
to provide the material assumptions of this analysis and discuss how this analysis was
conducted, and any limitations of your approach.
The development of the Autazes Project is a priority for Brazil., page 8
3.You disclose that The Autazes Project was deemed to be of “National Importance” by
Brazil’s Federal Government and National Observatory, and that the Federal Government
of Brazil also included the Autazes Project in its Partnership Investment Program. Please
disclose the date of such designations, and any term or time period that such
designations will continue. Please also disclose the extent such programs are impacted by
a change in government, such as the recent presidential election in Brazil.
Risk Factors
We may face potential opposition to the Autazes Project, which could increase our operating
costs..., page 36
4.You disclose that opposition by any indigenous communities or governmental or non-
governmental organizations to your proposed operations may require modifications to the
development and/or operational plans of the Autazes Project, or may require you to spend
significant amounts of time and resources in litigation or enter into agreements with such
indigenous communities or governmental or non-governmental organizations with respect
to the Autazes Project in order to secure necessary permits and licenses. As an example,
you disclose that in July 2015 you received your Preliminary Environmental License for
the Autazes Project, however, in March 2017, you agreed with the court overseeing the
December 2016 Civil Investigation, the Brazilian MPF, the Brazilian Amazonas
Environmental Protection Institute, the Brazilian National Mineral Agency, FUNAI, and
representatives of the Mura indigenous people to suspend it subject to resolution of the
December 2016 Civil Investigation, and to conduct additional consultations with the local
Mura indigenous communities near the Autazes Project in accordance with International
Labour Organization Convention 169. Please disclose the purpose or objective of
the consultations with the local Mura indigenous communities under International Labour
Organization Convention 169, and disclose any impact such consultations could have on
your Autazes Project.

 FirstName LastNameMatthew  Simpson
 Comapany NameBrazil Potash Corp.
 December 20, 2022 Page 3
 FirstName LastNameMatthew  Simpson
Brazil Potash Corp.
December 20, 2022
Page 3
Business
Legal Proceedings
Civil Investigation; Mining Rights Surrounding Other Indigenous Communities, page 93
5.Please disclose the date of the proceedings disclosed in this section.
Foreign Investment Restrictions and Control, page 93
6.Please disclose if you believe you are in compliance with the requirements discussed
under "Foreign Investment Restrictions" and "Foreign Investment Control" at this time in
terms of your ownership of the Autazes Property.
Description of the Autazes Project and the Autazes Property, page 100
7.Please disclose the following with respect to your mineral resources and mineral reserves
as required by Item 1304(d) of Regulation S-K:

•Disclose the metallurgical recovery and mineral pricing.
•Disclose the point of reference to which each of your resources and reserves were
determined, such as in-situ, mill feed, or saleable product.
•Disclose mineral resources exclusive of mineral reserves.
8.For the first time reporting of mineral resources and mineral reserves provide a brief
discussion of material assumptions as required by Item 1304(f) of Regulation S-K.
9.Please revise your disclosure on page 99 to clarify that the estimated capital costs are the
initial capital costs and do not include sustaining capital expenditures.
Item 8. Exhibits and Financial Statement Schedules
96.1, page II-6
10.We note that several figures in your technical report are blurry and not legible, such as
Figure 4 on page 33 and Figure 45 on page 106.  Please review all figures and revise as
necessary.
11.Please provide more detail regarding the resource cut-off grade and the reserve cut-off
grade as required by Item (601)(b)(96)(iii)(B)(11)(iii) and Item
(601)(b)(96)(iii)(B)(12)(iii) of Regulation S-K, respectively.
12.Please revise to include the entire discounted cash flow analysis to comply with Item
601(b)(96)(iii)(B)(19).  At a minimum this should include material assumptions including
but not limited to production, revenue, operating costs, royalties, taxes, and capital costs
for each year for the life of the project.
13.Please revise the "Reliance on Information by the Registrant" section of your technical
reports to only include categories of information under Item 1302(f)(1) of Regulation S-
K.  Other information that has been included in this section should be removed and or

 FirstName LastNameMatthew  Simpson
 Comapany NameBrazil Potash Corp.
 December 20, 2022 Page 4
 FirstName LastName
Matthew  Simpson
Brazil Potash Corp.
December 20, 2022
Page 4
moved to another section of the technical report so that the information is consistent with
the disclosure specified under Item 1302(f)(2) of Regulation S-K.
            You may contact Joanna Lam at (202) 551-3476 or Craig Arakawa, Accounting Branch
Chief, at (202) 551-3650 if you have questions regarding comments on the financial statements
and related matters.  Please contact John Coleman, Mining Engineer, at (202) 551-3610 for
engineering related questions. Please contact Michael Purcell at (202) 551-5351 or Kevin
Dougherty at (202) 551-3271 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       William Wong