CORRESP Filing
Brazil Potash Corp.
Date: June 10, 2025 · CIK: 0001472326 · Accession: 0001193125-25-138585
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File numbers found in text: 333-287711
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CORRESP 1 filename1.htm CORRESP 198 Davenport Road Toronto, Ontario, Canada, M5R 1J2 June 10, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549 Attn: Irene Barberena-Meissner Division of Corporation Finance Office of Energy and Transportation Re: Brazil Potash Corp. Registration Statement on Form F-1 File No. 333-287711 Request for Acceleration of Effectiveness Dear Ms. Barberena-Meissner: Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “ Securities Act ”), the undersigned, Brazil Potash Corp., a corporation incorporated and existing under the laws of the Province of Ontario, Canada (the “ Registrant ”), hereby respectfully requests acceleration of the effective date of the above-referenced Registration Statement on Form F-1 (the “ Registration Statement ”), so that it may become effective at 4:00 p.m., Eastern time, on June 13, 2025, or as soon thereafter as practicable. The Registrant understands that the staff of the U.S. Securities and Exchange Commission will consider this request for acceleration of the effective date of the Registration Statement as confirmation by the Registrant of its awareness of its responsibilities under the Securities Act and the Securities Exchange Act of 1934, as amended, as they relate to the proposed offering of the registered securities covered by the Registration Statement. If you have any questions regarding the foregoing, please contact our counsel at Greenberg Traurig, LLP, Rebecca G. DiStefano at (305) 579-0541. In addition, it would be greatly appreciated if you could please call Ms. DiStefano to notify her when the Registration Statement has been declared effective. Sincerely, Brazil Potash Corp. By: /s/ Matthew Simpson Name: Matthew Simpson Title: Chief Executive Officer cc: Ryan Ptolemy, Chief Financial Officer, Brazil Potash Corp. Rebecca G. DiStefano, Esq., Greenberg Traurig, P.A.