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Correspondence 0001193125-25-338120 from Brazil Potash Corp. (GRO)

Brazil Potash Corp.
Date: Dec. 31, 2025 · CIK: 0001472326 · Accession: 0001193125-25-338120

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File numbers found in text: 333-291630

Date
December 31, 2025
Author
/s/ Matthew Simpson
Form
CORRESP
Company
Brazil Potash Corp.

Letter

Re: BRAZIL POTASH CORP. Registration Statement Filed on Resale Form F-1 (File No. 333-291630) Dear Mr. Morris: On behalf of BRAZIL POTASH CORP. (the “Company”), in accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned respectfully requests that the effective date for the Registration Statement referred to above be accelerated so that it will be declared effective at 4:00 P.M. Eastern Time on Wednesday, December 31, 2025, or as soon thereafter as is practicable. The Company acknowledges that:

BRAZIL POTASH CORP. 198 Davenport Road Toronto, Ontario, Canada M5R 1J2 (416) 309-2963 December 31, 2025 CORRESPONDENCE FILING VIA EDGAR U.S. Securities and Exchange Commission Department of Corporate Finance Office of Energy & Transportation 100 F Street, N.E. Washington, D.C. 20549 Attention: Mr. Daniel Morris

•

should the U.S. Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

•

the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

•

the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Sincerely,
/s/ Matthew Simpson

Show Raw Text
CORRESP
 1
 filename1.htm

 CORRESP

 BRAZIL POTASH CORP.
 198 Davenport Road Toronto,
Ontario, Canada M5R 1J2 (416) 309-2963
 December 31, 2025 CORRESPONDENCE FILING
VIA EDGAR U.S. Securities and Exchange Commission
 Department of Corporate Finance Office of Energy &
Transportation 100 F Street, N.E. Washington, D.C. 20549
 Attention: Mr. Daniel Morris

 Re:
 BRAZIL POTASH CORP.
 Registration Statement Filed on Resale Form F-1
 (File No. 333-291630)
 Dear Mr. Morris: On behalf of BRAZIL
POTASH CORP. (the “Company”), in accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned respectfully requests that the effective date for the Registration Statement referred to above be accelerated so
that it will be declared effective at 4:00 P.M. Eastern Time on Wednesday, December 31, 2025, or as soon thereafter as is practicable.
 The Company acknowledges that:

 •

 should the U.S. Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant
to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

 •

 the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing
effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

 •

 the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding
initiated by the Commission or any person under the federal securities laws of the United States.

 Sincerely,

 /s/ Matthew Simpson

 Matthew Simpson

 Chief Executive Officer

 cc:
 Craig D. Linder, Esq./Anthony, Linder & Cacomanolis, PLLC