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June 29, 2023
Matthew Simpson
Chief Executive Officer and Director
Brazil Potash Corp.
198 Davenport Road
Toronto, Ontario, Canada, M5R 1J2
Re:Brazil Potash Corp.
Amendment No. 3 to Draft Registration Statement on Form F-1
Submitted June 8, 2023
CIK No. 0001472326
Dear Matthew Simpson:
            We have reviewed your amended 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
Description of the Autazes Project and the Autazes Property, page 116
1.Please revise your registration statement to include the average commodity price used in
your financial analysis, as presented on page 116 of your amended filing.
Underwriting
Discounts and Commissions and Expenses, page 176
2.We note your disclosure that "[i]f all of the Common Shares are not sold after the
underwriters have made a reasonable effort to sell the Common Shares at the initial public
offering price, the Representative may change the offering price and the other selling
terms...." Please explain if your underwriters intend to distribute your common stock at

 FirstName LastNameMatthew  Simpson
 Comapany NameBrazil Potash Corp.
 June 29, 2023 Page 2
 FirstName LastName
Matthew  Simpson
Brazil Potash Corp.
June 29, 2023
Page 2
the "initial" public offering price and at such other prices. In this regard, we note
your disclosure that the underwriting agreement provides for a firm commitment
underwriting and your cover page disclosure of a bona fide estimate of the range of your
offering price, consistent with Item 501(b)(3) of Regulation S-K.  As you are not eligible
for an at-the-market offering, you must fix a price for the duration of the offering.
Exhibits
3.We note your disclosure on the Consulting Agreements with Maria Claudia Guimaraes
and Pedra Da Ga'vea Co., Ltd., a company controlled by Willaim Connell Steers. Please
provide these agreements as exhibits.  See Item 601(b)(10)(ii)(A) of Regulation S-K.
            You may contact Joanna Lam, Staff Accountant 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, Staff Attorney at
(202) 551-5351 or Kevin Dougherty, Staff Attorney at (202) 551-3271 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       William Wong