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CORRESP
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CORRESP

 September 27, 2024

VIA EDGAR

 U.S. Securities and Exchange
Commission

 Division of Corporation Finance

 Office of
Energy & Transportation

 100 F Street, NE

Washington, D.C. 20549

Attn:
 Mr. Michael Purcell

Mr. Kevin Dougherty

Mr. John Coleman

Ms. Joanna Lam

Mr. Craig Arakawa

Re:
 Brazil Potash Corp.

Amendment No. 1 to Registration Statement on Form F-1

File No. 333-281663

Ladies and Gentlemen:

 This letter is submitted
on behalf of Brazil Potash Corp., a corporation incorporated and existing under the laws of the Province of Ontario, Canada (the “Company”), in response to the comments of the staff of the Division of Corporation Finance (the
“Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) with respect to the Company’s Registration Statement on Form F-1 (the “Registration
Statement”), publicly filed with the Commission on August 20, 2024 (the “Initial Public Filing”), as set forth in the Commission’s letter dated September 16, 2024 addressed to Mr. Matthew Simpson, Chief
Executive Officer and a Director of the Company (the “Comment Letter”). The Company is concurrently publicly filing with the Commission, electronically via EDGAR, Amendment No. 1 to the Registration Statement on Form F-1 (“Amendment No. 1”), which includes changes that reflect responses to the Staff’s comments. In addition to addressing the Staff’s comments in the Comment Letter,
Amendment No. 1 also includes the financial results and the unaudited condensed interim consolidated financial statements of the Company as of June 30, 2024 and for the six months ended June 30, 2024 and 2023, and updates to certain
other disclosures therein.

 The Company currently intends to proceed with the offering in the near future, subject to market conditions
and other considerations.

 The Company respectfully advises the Staff that the Company also intends to register the initial public
offering of its common shares (as contemplated under the Registration Statement) in Canada by filing a Canadian base PREP prospectus in all provinces and territories of Canada, except Quebec, and in connection with such Canadian registration, the
Company submitted a pre-filing application to the Ontario Securities Commission. The Company plans to file its preliminary Canadian base PREP prospectus, which will include Amendment No. 1, in all
provinces and territories of Canada, except Quebec, with the Ontario Securities Commission as principal regulator, on or about the date hereof.

The headings and numbered paragraphs of this letter correspond to the same contained in the Comment Letter, and to facilitate your review, the
text of the Comment Letter has been reproduced herein, followed by the Company’s response to each comment in boldfaced print. Unless otherwise indicated, page references in the Staff’s comments refer to the Initial Public Filing, and page
references in the Company’s responses refer to Amendment No. 1.

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 Registration Statement on Form F-1

Prospectus Summary

 Regulatory Overview

Preliminary Environmental License, page 3

1.
 You disclose that in September 2023, you completed consultations with the local Mura indigenous communities.
Out of the 36 villages that comprise the local Mura indigenous communities, you disclose that 34 agreed to support your environmental licensing process and the advancement of the Autazes Project. Please disclose the impact, if any, of two of the 36
Mura indigenous communities not supporting your environmental licensing process and the advancement of the Autazes Project.

The Company has revised the disclosure in “Prospectus Summary—Regulatory Overview—Brazilian Mining
Regulations—Preliminary Environmental License” (page 4) and “Business—Regulatory Overview—Brazilian Mining Regulations—Preliminary Environmental License” (page 101) to disclose that the Mura indigenous communities
established their own consultation and voting protocol, which provided that, in order to approve a resolution to support the Company’s environmental licensing process and the advancement of the Autazes Project: (i) at least 60% of the 36
villages was required to participate in a vote in order to establish a quorum and call for a valid vote amongst the local Mura indigenous communities; (ii) each village that participated in such vote was to be represented by six villagers, with
each villager having one vote; and (iii) an affirmative vote of at least 60% of the votes cast was required to approve such resolution. Such new disclosure also discloses that out of the 36 villages that comprise the local Mura indigenous
communities, 34 villages participated in a vote (i.e., quorum was met with approximately 94% of the villages participating in the voting), and over 90% of the eligible villagers participating in such vote affirmatively voted to approve a resolution,
to support the Company’s environmental licensing process and the advancement of the Autazes Project.

 Our Industry and Market Opportunity,
page 11

2.
 You provide information about potash demand, potash supply and your market opportunity in Brazil, from 2020 to
2022, in narrative and tabular form, and provide that the source of such information includes various sources from 2020 to 2022, such as, among others, (i) USDA Economic Research Service, “Feed Grains: Yearbook”, August 17, 2022;
(ii) Our World in Data, “Land Use – Agricultural Land Use Chart”, 2020; and (iii) potassium chloride market outlook information included in a database maintained by CRU which you refer to as the “CRU November 2022 Potassium
Chloride Market Outlook.” Considering the passage of time, please update your information on the potash demand, supply and your market opportunity in Brazil, and the source for such information, to more recent dates.

The Company has revised the disclosure in “Prospectus Summary—Our Industry and Market Opportunity” (pages 12–16) and
“Business—Our Industry and Market Opportunity” (pages 92–97) to update certain information regarding potash demand and supply and the Company’s market opportunity in Brazil, based on more recent sources for such
information. The Company respectfully advises the Staff that it has updated the applicable disclosure in the Registration Statement that is based on “FAO, ‘FAO Corporate Statistical Database – Import Value and Export
Value data’, 2022” and “Our World in Data, ‘Land Use – Agricultural Land Use Chart’, 2021”, and that the most recent versions of such sources are as of 2022 and
2021, respectively. Additionally, the Company also respectfully advises the Staff that it has not revised the applicable disclosure in the Registration Statement that is based on “USDA Foreign Agricultural Service,
‘Brazilian Economic and Agricultural Overview’, February 9, 2022”, because the February 9, 2022 version is the most recent version of such source. Furthermore, the Company also respectfully
advises the Staff that it has not updated the disclosure in the Registration Statement that is based on the following market reports and data sets from the CRU Group: “CRU Group, ‘Potassium Chloride Market
Outlook’, November 2022” and “CRU Group, ‘CRU’s Potassium Chloride Database’, November 30, 2022” (collectively, the “CRU Data”). The Company does not have more
recent versions of the CRU Data, as

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access to the more recent CRU Data requires a costly annual subscription, which is cost prohibitive to the Company at this time given the Company’s limited financial resources. Based on
other third-party sources that reference updated information from CRU, the Company does not believe that the potash demand and supply information contained in more recent CRU Data has materially changed from the 2022 CRU Data. As such, the Company
believes that the current disclosure in the Registration Statement regarding potash demand and supply and its market opportunity in Brazil that is based on the 2022 CRU Data fairly reflects current market information.

3.
 Please disclose the date of the “Green Markets (a Bloomberg company), ‘Weekly Fertilizer
Prices’” database that appears as the source of your table on benchmark prices.

 The Company has
updated the benchmark potash price graph and added the date of the “Green Markets (a Bloomberg company), ‘Weekly Fertilizer Prices’” database in “Prospectus Summary—Our Industry and Market
Opportunity—Market Opportunity: Brazil – A Key Potash Market” (page 16) and “Business—Our Industry and Market Opportunity—Market Opportunity: Brazil – A Key Potash Market” (page 96).

Risk Factors

 The failure to acquire or purchase all
of the land intended for the operation of the Autazes Project could adversely impact our development, page 31

4.
 You disclose that under your current development plan for the Autazes Project, you intend to own, through
Potássio do Brasil Ltda., 39 properties on which the facilities and infrastructure for the Autazes Project will be located. You further disclose that you currently have rights of access to 24 properties consisting of a total area of
approximately 5.4 square miles, which include surface rights on the land on which your proposed mine shafts, processing plant, and port for the Autazes Project will be constructed. You disclose your belief that, through administrative land
regularization proceedings with Brazilian governmental agencies (such as the Brazilian Institute of Settlement and Land Reform, the Brazilian Ministry of Industry and Trade, and other agencies), you will be able to, and intend to, convert such
current rights of access into ownership of these 24 properties. Please explain administrative land regularization proceedings, in terms what is the purpose, process and the result, and how you can convert right of access agreements to ownership.

 The Company has revised the disclosure in “Prospectus Summary—Description of our Mineral Property”
(page 2), “Risk Factors—Risks Related to Mining—The failure to acquire, lease, purchase, or obtain rights to occupy all of the land intended for the operation of the Autazes Project could adversely impact our development of the
Autazes Project” (page 32), and “Description of the Autazes Project and the Autazes Property—Ownership of Land” (page 120) to describe the administrative land regularization proceedings and how the Company intends to acquire
ownership of or obtain regular access to the 24 properties.

 Use of Proceeds

Funding of Ongoing Operations, page 55

5.
 We note your disclosure that you estimate your currently available
non-contingent financial resources, without taking into consideration the net proceeds from this offering, are sufficient to fund your ongoing operations (excluding exploration and development activities) and
meet your administrative costs for the next six months. However, we note also your disclosure on page 81 within MD&A that as of March 31, 2024, you had a cash and cash equivalents balance of approximately $1.1 million to

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settle current liabilities of approximately $1.8 million, and that you plan to use a portion of the net proceeds from this offering to settle your current liabilities. Please disclose the
balance of your cash and cash equivalents and current liabilities balances here, and explain how your non-contingent financial resources are sufficient to fund your operations for the next six months, or
alternatively, explain if you require additional funds, such as the net proceeds from this offering, to fund your operations over the next six months.

The Company has revised the disclosure in “Risk Factors—Risks Related to Our Company—Our business and financial condition are
subject to liquidity risk” (page 41), “Use of Proceeds—Funding of Ongoing Operations” (page 56), “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital
Resources” (page 77), and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Quantitative and Qualitative Disclosure About Market Risk—Liquidity Risk” (page 83) to disclose the
Company’s cash and cash equivalents balance and current liabilities as of June 30, 2024, and that the Company plans to use a portion of the anticipated net proceeds from this offering to settle its current liabilities.

Description of the Autazes Project and the Autazes Property, page 122

6.
 We note your revised disclosure indicates that the economic analysis is based on an average price of $459 per
ton MOP. Please reconcile this price to the MOP price of $551 per ton located in Table 145 on page 282 in your October 14, 2022 technical report summary, which is listed as Exhibit 96.1 to your Form F-1.

 The Company has revised the disclosure in “Description of the Autazes Project and the Autazes
Property—Estimated Costs and Economic Analysis—Economic Analysis” (page 124). The Company respectfully advises the Staff that the price of $459 per ton of MOP referenced in “Description of the Autazes Project and the Autazes
Property—Estimated Costs and Economic Analysis—Economic Analysis” (page 124) represents the projected average Cost and Freight (CFR) price for granular potash delivered to Brazil from 2029 (the anticipated first year of production at
the Autazes Project) to 2051, which does not include inland freight costs from the ports of entry in Brazil to Brazilian farmers, whereas the price of $551 per metric tonne of MOP (equivalent to approximately $500 per US ton) referenced in Table 145
on page 282 of the Technical Report represents the projected production weighted average Freight on Board (FOB) price at the port of the Autazes Project, which includes inland freight costs to Brazilian farmers, over the same time period (2029 to
2051).

7.
 Additionally we note your technical report summary is dated October 14, 2022. Please tell us if all
material assumptions and information pertaining to the disclosure of your mineral resources and mineral reserves, including material assumptions relating to all modifying factors, price estimates, and scientific and technical information, is current
as of your most recent fiscal year end, as required by Item 1304(f)(2) of Regulation S-K.

The Staff’s comment is duly noted. The Company and ERCOSPLAN Ingenieurgesellschaft Geotechnik und Bergbau mbH (as the primary Qualified
Person that prepared the Technical Report) confirm to the Staff that all material assumptions and information pertaining to the Company’s disclosure of the mineral resources and mineral reserves, including the material assumptions relating to
all modifying factors, price estimates, and scientific and technical information, in the Registration Statement are current as of December 31, 2023, the Company’s most recently completed fiscal year.

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 Executive and Director Compensation, page 139

8.
 We note that you paid cash bonuses to your executive officers in 2023. You disclose in footnote 4 to the table
that for all but Stan Bharti, such bonuses were a discretionary cash bonus that you paid to such executive. Please disclose the factors or criteria the Board considered in awarding discretionary cash bonuses for each executive, including such
factors considered for Stan Bharti. See Item 6.B.(1) of Form 20-F.

 The
Company has revised the disclosure in footnotes 2 and 4 to the 2023 Summary Compensation Table under “Executive and Director Compensation—2023 Summary Compensation Table” (page 141) to describe the factors and criteria that the
Company’s board of directors considered in awarding discretionary cash bonuses to Mr. Stan Bharti and its other executives in 2023.

Underwriting

 Notice to Investors, page 185

9.
 We note the inclusion of the Russian Federation in your Notice to Investor
su