SecProbe.io

CORRESP
 1
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 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.

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 June 6, 2025

Matthew Simpson
Chief Executive Officer and Director
Brazil Potash Corp.
198 Davenport Road
Toronto, Ontario, Canada, M5R 1J2

 Re: Brazil Potash Corp.
 Registration Statement on Form F-1
 Filed June 2, 2025
 File No. 333-287711
Dear Matthew Simpson:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Irene Barberena-Meissner at 202-551-6548 with any
questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Energy &
Transportation
cc: Rebecca G. DiStefano, Esq.
</TEXT>
</DOCUMENT>

CORRESP
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CORRESP

 198 Davenport Road

Toronto, Ontario, Canada, M5R 1J2

 November 26, 2024

VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, NE

Washington, D.C. 20549

Attn:
 Michael Purcell

Division of Corporation Finance

Office of Energy and Transportation

Re:
 Brazil Potash Corp.

Registration Statement on Form F-1

File No. 333-281663

Request for Acceleration of Effectiveness

Dear Mr. Purcell:

 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 (as amended, the “Registration
Statement”), so that it may become effective at 4:00 p.m., Eastern time, on November 26, 2024, 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 initial public
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, P.A., William Wong at (415) 655-1280. In addition, it would be greatly appreciated if you could please call Mr. Wong to notify him 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.

William Wong, Esq., Greenberg Traurig, P.A.

CORRESP
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CORRESP

 November 26, 2024

VIA EDGAR

 United States Securities and Exchange
Commission

 Division of Corporation Finance

 Office of
Energy & Transportation

 100 F Street, N.E.

Washington, D.C. 20549

Attention:
 Mr. Michael Purcell

Mr. Kevin Dougherty

Mr. John Coleman

Ms. Joanna Lam

Mr. Craig Arakawa

Re:
 Brazil Potash Corp.

Registration Statement on Form F-1

Filed August 20, 2024, as amended

File No. 333-281663

Ladies and Gentlemen:

 Pursuant to Rule 461 of the General
Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), the undersigned, for themselves and the several underwriters, hereby joins in the request of Brazil Potash Corp. that the effective date of the
above-referenced Registration Statement be accelerated so as to permit it to become effective at 4:00 p.m. Eastern Standard Time on November 26, 2024, or as soon thereafter as practicable.

Pursuant to Rule 460 under the Act, the undersigned, as representatives of the several underwriters, wish to advise you that there will be distributed to each
underwriter or dealer, who is reasonably anticipated to participate in the distribution of the securities, as many copies of the proposed form of preliminary prospectus as appears to be reasonable to secure adequate distribution of the preliminary
prospectus.

 The undersigned advise that they have complied and will continue to comply with the requirements of Rule
15c2-8 under the Securities Exchange Act of 1934, as amended.

 * * *

[Signature Page Follows]

Very truly yours,

Cantor Fitzgerald & Co.

By:

 /s/ Sage Kelly

Name: Sage Kelly

Title:  Head of Global Investment Banking

Banco Bradesco BBI S.A.

By:

 /s/ Camila Machado Grimaldi

Name: Camila Machado Grimaldi

Title:  Director

For themselves and as Representatives of the other Underwriters to be named in Schedule A to the Underwriting Agreement between the Company and the Underwriters named therein.

 [Signature Page to Underwriters’ Acceleration Request Letter]

CORRESP
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CORRESP

 November 21, 2024

VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, NE

Washington, D.C. 20549

Attn:
 Michael Purcell

Division of Corporation Finance

Office of Energy and Transportation

Re:
 Brazil Potash Corp.

Registration Statement on Form F-1

File No. 333-281663

Withdrawal of Request for Acceleration of Effectiveness

Dear Mr. Purcell:

 Reference is made to our
letter, filed as correspondence via EDGAR on November 20, 2024, in which we joined the request by Brazil Potash Corp., a corporation incorporated and existing under the laws of the Province of Ontario, Canada (the
“Registrant”), for acceleration of the effective date of the above-referenced Registration Statement on Form F-1 (as amended, the “Registration Statement”). We hereby formally
withdraw our previous request for acceleration.

 [Signature page to follow]

Very truly yours,

Cantor Fitzgerald & Co.

By:

/s/ Sage Kelly

Name: Sage Kelly

Title: Global Head of Investment Banking

Banco Bradesco BBI S.A.

By:

/s/ Camila Machado Grimaldi

 Name: Camila Machado Grimaldi

 Title: Director

 For themselves and as Representatives of the other Underwriters to be named in Schedule A to the Underwriting
Agreement between the Company and the Underwriters named therein

CORRESP
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CORRESP

 198 Davenport Road

Toronto, Ontario, Canada, M5R 1J2

 November 21, 2024

VIA EDGAR

 U.S. Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street, NE

 Washington, D.C. 20549

Attn:
 Michael Purcell

 
 Division of Corporation Finance

 
 Office of Energy and Transportation

Re:
 Brazil Potash Corp.

 
 Registration Statement on Form F-1

 
 File No. 333-281663

 
 Withdrawal of Request for Acceleration of Effectiveness

Dear Mr. Purcell:

 Reference is made to our
letter, filed as correspondence via EDGAR on November 20, 2024, in which Brazil Potash Corp., a corporation incorporated and existing under the laws of the Province of Ontario, Canada (the “Registrant”), submitted a request for
acceleration of the effective date of the above-referenced Registration Statement on Form F-1 (as amended, the “Registration Statement”). The Registrant hereby formally withdraw its previous
request for acceleration.

 If you have any questions regarding the foregoing, please contact our counsel at Greenberg Traurig, LLP,
William Wong at (415) 655-1280.

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

 
 William Wong, Esq., Greenberg Traurig, P.A

CORRESP
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CORRESP

 November 20, 2024

VIA EDGAR

 United States Securities and Exchange
Commission

 Division of Corporation Finance

 Office of
Energy & Transportation

 100 F Street, N.E.

Washington, D.C. 20549

Attention:
 Mr. Michael Purcell

Mr. Kevin Dougherty

Mr. John Coleman

Ms. Joanna Lam

Mr. Craig Arakawa

Re:
 Brazil Potash Corp.

Registration Statement on Form F-1

Filed August 20, 2024, as amended

File No. 333-281663

Ladies and Gentlemen:

 Pursuant to Rule 461 of the General
Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), the undersigned, for themselves and the several underwriters, hereby joins in the request of Brazil Potash Corp. that the effective date of the
above-referenced Registration Statement be accelerated so as to permit it to become effective at 4:00 p.m. Eastern Standard Time on November 21, 2024, or as soon thereafter as practicable.

Pursuant to Rule 460 under the Act, the undersigned, as representatives of the several underwriters, wish to advise you that there will be distributed to each
underwriter or dealer, who is reasonably anticipated to participate in the distribution of the securities, as many copies of the proposed form of preliminary prospectus as appears to be reasonable to secure adequate distribution of the preliminary
prospectus.

 The undersigned advise that they have complied and will continue to comply with the requirements of Rule
15c2-8 under the Securities Exchange Act of 1934, as amended.

 * * *

[Signature Page Follows]

Very truly yours,

Cantor Fitzgerald & Co.

By:

 /s/ Sage Kelly

Name: Sage Kelly

Title:  Senior Managing Director

Banco Bradesco BBI S.A.

By:

 /s/ Camila Machado Grimaldi

Name: Camila Machado Grimaldi

Title:  Director

For themselves and as Representatives of the other Underwriters to be named in Schedule A to the Underwriting Agreement between the Company and the Underwriters named therein.

 [Signature Page to Underwriters’ Acceleration Request Letter]

CORRESP
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CORRESP

 198 Davenport Road

Toronto, Ontario, Canada, M5R 1J2

 November 20, 2024

VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, NE

Washington, D.C. 20549

Attn:
 Michael Purcell

Division of Corporation Finance

Office of Energy and Transportation

Re:
 Brazil Potash Corp.

Registration Statement on Form F-1

File No. 333-281663

Request for Acceleration of Effectiveness

Dear Mr. Purcell:

 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 (as amended, the “Registration
Statement”), so that it may become effective at 4:00 p.m., Eastern time, on November 21, 2024, 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 initial public
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, P.A., William Wong at (415) 655-1280. In addition, it would be greatly appreciated if you could please call Mr. Wong to notify him 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.

William Wong, Esq., Greenberg Traurig, P.A.

CORRESP
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CORRESP

 November 4, 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. 3 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 comment of the staff of the Division of Corporation Finance (the
“Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) with respect to Amendment No. 2 to the Company’s Registration Statement on Form F-1 (the
“Registration Statement”), filed with the Commission on October 23, 2024 (“Amendment No. 2”), as set forth in the Commission’s letter dated October 30, 2024 addressed to
Mr. Matthew Simpson, Chief Executive Officer and a Director of the Company (the “Comment Letter”). The Company is concurrently filing with the Commission, electronically via EDGAR, Amendment No. 3 to the Registration
Statement (“Amendment No. 3”), which includes changes that reflect responses to the Staff’s comment and updates to certain other disclosures.

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 has filed a preliminary
Canadian base PREP prospectus, dated as of September 27, 2024, and an amended and restated preliminary Canadian base PREP prospectus, dated as of October 23, 2024, in each of the provinces and territories of Canada, except Quebec, with the
Ontario Securities Commission, as principal regulator. In connection with the filing of Amendment No. 3 by the Company with the Commission, the Company also plans to file a further amended and restated preliminary Canadian base PREP prospectus,
which will include Amendment No. 3, in each of the 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 the comment in boldfaced print. Unless otherwise indicated, page references in the Staff’s comment refer to Amendment No. 2, and page
references in the Company’s responses refer to Amendment No. 3.

 U.S. Securities and Exchange Commission

November 4, 2024

 Page 2

 Amendment No. 2 to Registration Statement on Form F-1

 Prospectus Summary, page 1

1.
 We note on page 51 you revised to disclose that you are a holding company and conduct substantially all of your
business through your subsidiary, Potássio do Brasil Ltda. Please make corresponding disclosure in your prospectus summary about your holding company structure. You also disclose on page 2 under “Brazilian Mining Regulation” that
only Brazilian citizens, or legal entities incorporated in Brazil under Brazilian law, may be entitled to conduct mining activities, including commercially exploiting Mineral Resources, in Brazil. Please disclose any restriction on the foreign
ownership of a Brazilian company, such as your subsidiary Potássio do Brasil, engaged in mining activities in Brazil; or if there are no such restrictions on foreign ownership, please make that clear.

The Company has added disclosure in “Prospectus Summary—Organizational Structure” (page 1) and “Business—Corporate
History and Organizational Structure—Organizational Structure” (page 89) to include additional disclosure regarding the Company’s holding company structure. Additionally, the Company has revised the disclosure in “Prospectus
Summary—Regulatory Overview—Brazilian Mining Regulations” (page 3) and “Business—Regulatory Overview—Brazilian Mining Regulations” (page 101) to disclose that, except for a few limited circumstances, there are
generally no restrictions on the foreign ownership by the Company of Potássio do Brasil Ltda., the Company’s subsidiary in Brazil, under which the Company conducts all of its mining activities in Brazil.

We thank the Staff for its courtesies. If the Staff needs any additional information or has any questions regarding the foregoing responses,
please do not hesitate to contact me at (954) 768-8221; distefanor@gtlaw.com, or William Wong at (310) 586-7858; wongw@gtlaw.com.

Sincerely,

/s/ Rebecca G. DiStefano

Rebecca G. DiStefano, Esq.

cc:
 Matthew Simpson, Chief Executive Officer, Brazil Potash Corp.

Ryan Ptolemy, Chief Financial Officer, Brazil Potash Corp.

William Wong, Esq., Greenberg Traurig, LLP

Samir A. Gandhi, Esq., Sidley Austin LLP

Daniel A. O’Shea, Esq., Sidley Austin LLP

October 30, 2024
Matthew Simpson
Chief Executive Officer
Brazil Potash Corp.
198 Davenport Road
Toronto, Ontario, Canada, M5R 1J2
Re:Brazil Potash Corp.
Amendment No. 2 to Registration Statement on Form F-1
Filed October 23, 2024
File No. 333-281663
Dear Matthew Simpson:
            We have reviewed your amended registration statement and have the following
comment.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments. Unless we note
otherwise, any references to prior comments are to comments in our October 16, 2024 letter.
Amendment No. 2 to Registration Statement on Form F-1
Prospectus Summary, page 1
1.We note on page 51 you revised to disclose that you are a holding company and
conduct substantially all of your business through your subsidiary, Potássio do Brasil
Ltda.  Please make corresponding disclosure in your prospectus summary about your
holding company structure. You also disclose on page 2 under "Brazilian Mining
Regulation" that only Brazilian citizens, or legal entities incorporated in Brazil under
Brazilian law, may be entitled to conduct mining activities, including commercially
exploiting Mineral Resources, in Brazil. Please disclose any restriction on the foreign
ownership of a Brazilian company, such as your subsidiary Potássio do Brasil,
engaged in mining activities in Brazil; or if there are no such restrictions on foreign
ownership, please make that clear.

October 30, 2024
Page 2
            Please contact Joanna Lam at 202-551-3476 or Craig Arakawa at 202-551-3650 if you
have questions regarding comments on the financial statements and related matters. For
engineering questions please contact John Coleman at 202-551-3610. 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

CORRESP
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CORRESP

 October 23, 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. 2 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 Amendment No. 1 to the Company’s Registration Statement on Form F-1 (the
“Registration Statement”), filed with the Commission on September 30, 2024 (“Amendment No. 1”), as set forth in the Commission’s letter dated October 16, 2024 addressed to
Mr. Matthew Simpson, Chief Executive Officer and a Director of the Company (the “Comment Letter”). The Company is concurrently filing with the Commission, electronically via EDGAR, Amendment No. 2 to the Registration
Statement (“Amendment No. 2”), which includes changes that reflect responses to the Staff’s comments and updates to certain other disclosures.

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 has filed a preliminary
Canadian base PREP prospectus, dated as of September 27, 2024, in each of the provinces and territories of Canada, except Quebec, with the Ontario Securities Commission, as principal regulator. In connection with the filing of Amendment
No. 2 by the Company with the Commission, the Company also plans to file an amended and restated preliminary Canadian base PREP prospectus, which will include Amendment No. 2, in each of the 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 Amendment No. 1, and page references in the Company’s responses refer to Amendment No. 2.

 U.S. Securities and Exchange Commission

October 23, 2024

  Page
 2

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

 Risk Factors

 The failure to acquire, lease,
purchase, or obtain rights to occupy all of the land intended for the operation of the Autazes Project..., page 32

1.
 We note your response to prior comment 4. Please revise your disclosure to detail whether the Company has begun
the proceedings with the applicable Brazilian governmental agencies to acquire the ownerships of the 24 properties. If so, please provide any status updates to these applications and proceedings.

The Company respectfully advises the Staff that as of the date hereof, the Company is still in the planning stages and has not yet commenced
administrative land regularization proceedings with applicable Brazilian governmental agencies to acquire ownership of the 24 properties. Accordingly, 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 122) to disclose that the Company has not yet commenced administrative land regularization
proceedings with applicable Brazilian governmental agencies to acquire ownership of the 24 properties.

 3. Material Accounting Policies

(e) Exploration and evaluation assets, page F-10

2.
 We note your response to prior comment 10 indicates that you believe that the definitions of economic viability
and commercial viability are not the same and that the assessment of commercial viability includes consideration of whether the entity has adequate financial resources to proceed with development activities. Please further explain why you believe
the meanings of the terms “commercial viability” and “economic viability” are not aligned and why the existing financial resources of the company should be factored into the assessment of commercial viability under IFRS6. In this
regard, we note that your declaration of reserves based on a prefeasibility study demonstrates that the extraction of mineral resources would be economically viable. Please cite any authoritative literature that supports your view.

 The Staff’s comment is duly noted, and following further consideration, the Company respectfully advises the
Staff that the Company considers the definitions of “economic viability” and “commercial viability” to be aligned. Per the IFRS Discussion Group, Report on the Public Meeting,
September 13, 2014, the term “economic viability” that is used in the CIM Best Practice Guidelines (which makes reference to the requirements in Canadian National Instrument NI 43-101—Standards of Disclosure for Mineral Projects), and the term “commercial viability” as used in IFRS 6, are considered to have a similar meaning.

IFRS 6 does not prescribe criteria for demonstrating the technical feasibility and commercial viability of extracting a mineral resource,
and as such, the Company’s management must use its judgment in applying the Company’s accounting policies and identifying appropriate criteria for demonstrating the technical feasibility and commercial viability of the Autazes Project.

 U.S. Securities and Exchange Commission

October 23, 2024

  Page
 3

 In guidance provided in CPA Canada Viewpoints: Applying IFRSs in the Mining
Industry, Determining Technical Feasibility and Commercial Viability, consideration of the following various factors should be used in determining the technical feasibility and commercial viability of a mining project:

In determining the technical feasibility of a mining project, consideration should be given to:

•

 establishment of resources and/or reserves;

•

 results of a completed feasibility study or other appropriate studies, such as a prefeasibility study;

•

 existence of barriers that might prevent the project from proceeding (e.g., legal, environmental, social,
and/or governmental issues); and

•

 status of environmental and mining permits, as well as land surface rights and mineral access rights.

 In determining the commercial viability of a mining project, consideration should be given to:

•

 results of a completed feasibility study or other appropriate studies, such as a prefeasibility study, to
determine whether the mineral project can be mined to generate a reasonable return on investment for the risk undertaken;

•

 existence of markets or long-term contracts for the product; and

•

 approval by the company’s management and/or board of directors to proceed to development and
construction.

 The Company’s management believes that, based on the above criteria, as of June 30, 2024
(the date of the latest financial statements included in the Registration Statement), the technical feasibility and commercial viability of the Autazes Project had still not been established, since there were still barriers that prevented the
project from proceeding, such as the fact that the Company did not have all the Construction Licenses needed for construction of the mine at the Autazes Project at such time. As of June 30, 2024, the Company still needed to obtain 12
Construction Licenses that were required in order to start construction of the Autazes Project.

 Additionally, the Company’s
prefeasibility study suggests that the Autazes Project is technically feasible and commercially viable, but only if all licenses and permits required for the development and construction of the Autazes Project are obtained, and there is sufficient
funding to develop the project. Without sufficient funds, the Autazes Project cannot be mined to generate a reasonable return on investment for the risk undertaken. In addition, the Company would not begin development and construction of the Autazes
Project without first completing a feasibility study and/or front-end engineering design on the Autazes Project to further reduce the technical and economic risks of the project.

Furthermore, the approval of the Company’s board of directors to proceed with further development and the construction of the Autazes
Project would only occur once a feasibility study and/or front-end engineering design is completed, and the board of directors is certain that the Company has sufficient funding to advance the project.

 U.S. Securities and Exchange Commission

October 23, 2024

  Page
 4

 In determining the applicable stage of the Company, Company management must make an
assessment as to whether the technical feasibility and commercial viability of extracting the mineral resources are demonstrable. Company management considers several factors and items, including technical studies performed by experts and
consultants, and the status of licenses and permits in order to make this assessment. In the judgement of Company management, as of the June 30, 2024, the Company was in the exploration and evaluation stage, based on several factors, including
that the Company (i) did not yet have all of the Construction Licenses required for the construction of the Autazes Project at such time, and (ii) still needs to complete a feasibility study and/or
front-end engineering design, which is typically required in order to secure debt financing for the construction of the project.

3.
 In your response to comment 10 you list “pre-operation development
activities” you will conduct before assessing the project as commercially viable under IFRS6. Tell us how these activities are consistent with costs eligible to be capitalized under paragraph 9 of IFRS6, explaining how these expenditures are
associated with finding specific mineral resources.

 The Company respectfully advises the Staff that, in order to
demonstrate the technical feasibility and commercial viability of the Autazes Project, as well as to maintain compliance with the Company’s Construction Licenses, the additional pre-development activities
that the Company will need to undertake include, but are not limited to, additional permitting activities, commissioning additional technical studies, conducting additional consultations with various experts, and completing a feasibility study
and/or front-end engineering design to reduce the technical and economic risk of the Autazes Project, which is typically required in order to secure debt financing for the construction of the project. The
Company’s management believes that the expenses related to these pre-development activities are eligible to be capitalized, based on paragraph 9(f) of IFRS 6, which states, “activities in relation to
evaluating the technical feasibility and commercial viability of extracting a mineral resource”.

 When a feasibility study
and/or front-end engineering design is completed and the Company’s board of directors has approved the decision to proceed with further development and the construction of the Autazes Project, the
incurred expenditures related to exploration and evaluation will be tested for impairment and reclassified as development costs, and the incurred expenditures related to development and construction will be capitalized as construction-in-progress and classified as a component of property, plant and equipment.

The Company has revised the disclosure in “Management’s Discussion and Analysis of Financial Condition and Results of
Operations—Critical Accounting Policies; Estimates—Exploration and Evaluation Assets” (pages 72–73), and “Note 3. Material accounting policies—(e) Exploration and evaluation assets” in the Company’s audited
consolidated financial statements as of and for the years ended December 31, 2023 and 2022 (page F-10), to include additional disclosure regarding when the Company will perform the assessment to reclassify its exploration and evaluation
expenditures. The Company has also included additional disclosure in “Note 4. Use of estimates and judgements—(v) Reclassification from exploration and evaluation to development costs” in the Company’s audited consolidated
financial statements as of and for the years ended December 31, 2023 and 2022 (page F-14).

 U.S. Securities and Exchange Commission

October 23, 2024

  Page
 5

 Exhibits

4.
 We note your response to prior comment 11, and we re-issue in part. You
revised your prospectus to disclose that you interpret the forum selection clauses in your bylaws to be limited to the specified actions and proceedings and to not apply to any claims arising under the Securities Act or the Exchange Act. If this
provision does not apply to actions arising under the Securities Act or Exchange Act, please also ensure that the exclusive forum provision in Exhibit 3.2 states this clearly, or tell us how you will inform investors in future filings that the
provision does not apply to any actions arising under the Securities Act or Exchange Act.

 The Staff’s comment is
duly noted. The Company hereby undertakes to the Staff that it will include disclosure regarding the forum selection provisions, and its view that such provisions do not apply to any claims or actions arising under the Securities Act or the Exchange
Act, substantially similar to the language contained in the Registration Statement, in each of its future annual reports on Form 20-F and registration statements for offerings of equity securities that it will
file with the Commission.

We thank the Staff for its courtesies. If the Staff needs any additional information or has any questions regarding the foregoing responses,
please do not hesitate to contact me at (954) 768-8221; distefanor@gtlaw.com, or William Wong at (310) 586-7858; wongw@gtlaw.com.

Sincerely,

/s/ Rebecca G. DiStefano

Rebecca G. DiStefano, Esq.

cc:
 Matthew Simpson, Chief Executive Officer, Brazil Potash Corp.

Ryan Ptolemy, Chief Financial Officer, Brazil Potash Corp.

William Wong, Esq., Greenberg Traurig, LLP

Samir A. Gandhi, Esq., Sidley Austin LLP

Daniel A. O’Shea, Esq., Sidley Austin LLP

October 16, 2024
Matthew Simpson
Chief Executive Officer
Brazil Potash Corp.
198 Davenport Road
Toronto, Ontario, Canada, M5R 1J2
Re:Brazil Potash Corp.
Amendment No. 1 to Registration Statement on Form F-1
Filed September 30, 2024
File No. 333-281663
Dear Matthew Simpson:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments. Unless we note
otherwise, any references to prior comments are to comments in our September 16, 2024
letter.
Amendment No. 1 to Registration Statement on Form F-1
Risk Factors
The failure to acquire, lease, purchase, or obtain rights to occupy all of the land intended for
the operation of the Autazes Project..., page 32
1.We note your response to prior comment 4. Please revise your disclosure to detail
whether the Company has begun the proceedings with the applicable Brazilian
governmental agencies to acquire the ownerships of the 24 properties. If so, please
provide any status updates to these applications and proceedings.

October 16, 2024
Page 2
3. Material Accounting Policies
(e) Exploration and evaluation assets, page F-10
2.We note your response to prior comment 10 indicates that you believe that the
definitions of economic viability and commercial viability are not the same and that
the assessment of commercial viability includes consideration of whether the entity
has adequate financial resources to proceed with development activities. Please
further explain why you believe the meanings of the terms "commercial viability" and
"economic viability" are not aligned and why the existing financial resources of the
company should be factored into the assessment of commercial viability under
IFRS6. In this regard, we note that your declaration of reserves based on a pre-
feasibility study demonstrates that the extraction of mineral resources would be
economically viable. Please cite any authoritative literature that supports your view.
3.In your response to comment 10 you list "pre-operation development activities" you
will conduct before assessing the project as commercially viable under IFRS6. Tell us
how these activities are consistent with costs eligible to be capitalized
under paragraph 9 of IFRS6, explaining how these expenditures are associated with
finding specific mineral resources.
Exhibits
4.We note your response to prior comment 11, and we re-issue in part. You revised your
prospectus to disclose that you interpret the forum selection clauses in your bylaws to
be limited to the specified actions and proceedings and to not apply to any claims
arising under the Securities Act or the Exchange Act. If this provision does not apply
to actions arising under the Securities Act or Exchange Act, please also ensure that the
exclusive forum provision in Exhibit 3.2 states this clearly, or tell us how you will
inform investors in future filings that the provision does not apply to any actions
arising under the Securities Act or Exchange Act.
            Please contact Joanna Lam at 202-551-3476 or Craig Arakawa at 202-551-3650 if you
have questions regarding comments on the financial statements and related matters. For
engineering questions please contact John Coleman at 202-551-3610. 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

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.

 U.S. Securities and Exchange Commission

September 27, 2024

  Page
 2

 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

 U.S. Securities and Exchange Commission

September 27, 2024

  Page
 3

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

 U.S. Securities and Exchange Commission

September 27, 2024

  Page
 4

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.

 U.S. Securities and Exchange Commission

September 27, 2024

  Page
 5

 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

September 16, 2024
Matthew Simpson
Chief Executive Officer
Brazil Potash Corp.
198 Davenport Road
Toronto, Ontario, Canada, M5R 1J2
Re:Brazil Potash Corp.
Registration Statement on Form F-1
Filed August 20, 2024
File No. 333-281663
Dear Matthew Simpson:
            We have reviewed your registration statement and have the following comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.  Unless we note otherwise,
any references to prior comments are to comments in our June 29, 2023 letter.
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.

September 16, 2024
Page 2
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.
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.
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.
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 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.

September 16, 2024
Page 3
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.
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.
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.
Underwriting
Notice to Investors, page 185
9.We note the inclusion of the Russian Federation in your Notice to Investor sub-section on
page 189. Please describe the direct or indirect impact:
•resulting from sanctions, limitations on obtaining relevant government approvals,
currency exchange limitations, or export or capital controls, including the impact of
any risks that may impede your or the underwriters’ ability to settle transactions with
entities based in Russia, including due to sanctions affecting potential purchasers; and
•resulting from the reaction of your investors, employees, customers, and/or other
stakeholders to any action or inaction arising from or relating to the Russian invasion
of Ukraine, including the raising of funds from within the Russian Federation.

If the impact is not material, please explain why.
Consolidated Financial Statements for the years ended December 31, 2023 and 2022
3. Material Accounting Policies
(e) Exploration and evaluation assets, page F-10
10.You state that your exploration and evaluation costs are capitalized until the technical
feasibility and commercial viability of extraction of reserves are demonstrable.  We also
note that you report proven and probable reserves, identify yourself as a development
stage company and characterize the Autazes project as being in the development stage.
Please tell us why you have not yet reclassified your exploration and evaluation assets to
property, plant and equipment and performed the related assessment of impairment upon
reclassification in accordance with paragraph 17 of IFRS 6.

September 16, 2024
Page 4
Exhibits
11.In Article 12 of your Bylaws filed in Exhibit 3.2, your forum selection provision provides
that the Superior Court of Justice of the Province of Ontario, Canada and the appellate
Courts therefrom shall have, among other things, the sole and exclusive forum for certain
litigation, including any "derivative" action. Please disclose whether this provision applies
to actions arising under the Securities Act or Exchange Act. In that regard, we note that
Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits
brought to enforce any duty or liability created by the Exchange Act or the rules and
regulations thereunder, and Section 22 of the Securities Act creates concurrent jurisdiction
for federal and state courts over all suits brought to enforce any duty or liability created by
the Securities Act or the rules and regulations thereunder. If the provision applies to
Securities Act or Exchange Act claims, please also revise your prospectus to state that
there is uncertainty as to whether a court would enforce such provision and that investors
cannot waive compliance with the federal securities laws and the rules and regulations
thereunder. If this provision does not apply to actions arising under the Securities Act or
Exchange Act, please also ensure that the exclusive forum provision in the governing
documents states this clearly.
12.You 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. In this regard, we note your "Form of Lease Agreement for Rural Land" filed
as Exhibit 10.38, but this would appear to correspond to your lease(s), for a term of six
years, the remaining 15 properties consisting of a total area of approximately 4.2 square
miles, which you disclose will primarily be used for the sites of your dry stacked tailings
piles. Please file you right of access agreement(s) or provide your analysis why you are
not required to file such agreement(s) under Item 601(b)(10) of Regulation S-K.
General
13.Under "Principal Shareholders" on page 156 you disclose that as of the date of this
prospectus, you have 6,919 record shareholders, 5,883 of which are record holders in the
United States.  Accordingly, please provide a legal analysis as to your eligibility to file as
a foreign private issuer on Form F-1. Please refer to General Instruction 1.A of Form F-
1 and the definition of "foreign private issuer" in Securities Act Rule 405.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

September 16, 2024
Page 5
            Please contact Joanna Lam at 202-551-3476 or Craig Arakawa at 202-551-3650 if you
have questions regarding comments on the financial statements and related matters. For
engineering questions please contact John Coleman at 202-551-3610.   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

CORRESP
1
filename1.htm

CORRESP

 August 20, 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.

Initial Public Filing of Registration Statement on Form F-1

CIK No. 0001472326

 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 Amendment No. 3 to the draft Registration Statement on Form F-1 confidentially submitted by the Company to the Commission on June 8, 2023
(“Amendment No. 3 to the DRS”), as set forth in the Commission’s letter, dated June 29, 2023, 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, the Company’s Registration Statement on Form F-1 (the “Initial Public
Filing”), which includes changes that reflect responses to the Staff’s comments set forth in the Comment Letter. In addition to addressing the Staff’s comments in the Comment Letter, the Initial Public Filing also includes the
financial results and the audited consolidated financial statements of the Company as of and for the years ended December 31, 2023 and 2022, the financial results and the unaudited condensed interim consolidated financial statements of the Company
as of March 31, 2024 and for the three months ended March 31, 2024 and 2023, and updates to certain other disclosures therein.

Concurrently, the Company is also publicly filing, electronically via EDGAR, (i) the draft Registration Statement on Form F-1 (the “DRS”), as confidentially submitted to the Commission on August 26, 2022, (ii) Amendment No. 1 to the DRS, as confidentially submitted to the Commission on November 23, 2022,
(iii) Amendment No. 2 to the DRS, as confidentially submitted to the Commission on February 13, 2023, (iv) Amendment No. 3 to the DRS, as confidentially submitted to the Commission on June 8, 2023, and (v) the Company’s
letters, dated November 23, 2022, February 13, 2023 and June 8, 2023, respectively, as confidentially submitted to the Commission in response to the Staff’s previous comments. The Company currently intends to proceed with the
offering in the near future, subject to market conditions and other considerations, including compliance with the requirement set forth in Section 6(e) of the Securities Act of 1933, as amended, which provides that the DRS and all amendments
thereto must be publicly filed with the Commission not later than 15 days before the date on which the Company conducts a road show.

 U.S. Securities and Exchange Commission

August 20, 2024

  Page
 2

 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 Initial Public Filing) 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, which included a draft of Amendment No. 3 to the DRS (the “Canadian Pre-Filing
Application”), to the Ontario Securities Commission. The Initial Public Filing also includes updates to certain disclosures therein in response to comments from the Ontario Securities Commission to the Canadian Pre-Filing Application.

 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 Amendment No. 3 to the DRS, and page references in the Company’s responses refer to the Initial Public Filing.

Form DRS/A Submitted June 8, 2023

 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.

 The Company has revised the disclosure in
“Description of the Autazes Project and the Autazes Property—Estimated Costs and Economic Analysis—Economic Analysis” (page 122) to include the average commodity price used in the economic analysis for the Autazes Project.

 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
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.

 The Staff’s comments are duly noted. The
Company has revised the disclosure in “Underwriting—Discounts and Commissions and Expenses” (page 181) to delete the referenced disclosure. The Company acknowledges that the underwriting agreement will provide for a firm
commitment underwriting, and that the initial public offering price of the Common Shares will be fixed for the duration of the offering.

 U.S. Securities and Exchange Commission

August 20, 2024

  Page
 3

 Exhibits

3.
 We note your disclosure on the Consulting Agreements with Maria Claudia Guimaraes and Pedra Da Gávea
Co., Ltd., a company controlled by William Connell Steers. Please provide these agreements as exhibits. See Item 601(b)(10)(ii)(A) of Regulation S-K.

The Company respectfully advises the Staff that each of Maria Claudia Guimaraes and William Connell Steers will no longer be a director of
the Company, and as such, the Company has removed all references to them and their respective consulting agreements with the Company from the Initial Public Filing.

We thank the Staff for its courtesies. If the Staff needs any additional information or has any questions regarding the foregoing responses,
please do not hesitate to contact me at (305) 579-0541; distefanor@gtlaw.com, or William Wong at (415) 655-1280; wongw@gtlaw.com.

Sincerely,

 /s/ Rebecca G. DiStefano

Rebecca G. DiStefano, Esq.

cc:
 Matthew Simpson, Chief Executive Officer, Brazil Potash Corp.

Ryan Ptolemy, Chief Financial Officer, Brazil Potash Corp.

William Wong, Esq., Greenberg Traurig, LLP

Samir A. Gandhi, Esq., Sidley Austin LLP

Daniel A. O’Shea, Esq., Sidley Austin LLP

United States securities and exchange commission logo
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

United States securities and exchange commission logo
March 3, 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. 1 to Draft Registration Statement on Form F-1
Submitted February 13, 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
Prospectus Summary
Organizational Structure , page 1
1.We note your response to prior comment 1 that you expect the transfer of 0.01% transfer
is expected to be registered by the end of February 2023 or prior to the effectiveness of the
Registration Statement.  Please update your next amendment if such transfer has been
registered or provide a timeline when you expect such transfer to be registered.
Civil Investigation; Mining Rights Surrounding Other Indigenous Communities, page 98
2.In response to prior comment 5, we note your disclosure that if the decisions rendered by
the lower and appellate courts are upheld and the Supreme Federal Court’s decision

 FirstName LastNameMatthew  Simpson
 Comapany NameBrazil Potash Corp.
 March 3, 2023 Page 2
 FirstName LastNameMatthew  Simpson
Brazil Potash Corp.
March 3, 2023
Page 2
becomes final, the Brazilian National Mineral Agency may interpret the Supreme Federal
Court decision as applying to all mining rights in areas within 10 kilometers (or
approximately 6.2 miles) of indigenous lands, which would affect the Autazes Property
with respect to the areas surrounding the Jauary indigenous land (which is indigenous land
demarcated by FUNAI and located within the Autazes Property on which certain Mura
indigenous communities live). While we note disclosure on page 112 that Mineral Reserve
estimates are only reported for the mineral rights located outside the Jauary indigenous
land, please disclose any impact such a court outcome and any related interpretations of
the Brazilian National Mineral Agency could have on your proposed operations, such as
your 24 properties consisting of a total area of approximately 5.9 square miles, which you
disclose include surface rights on the land on which your proposed mine shafts,
processing plant, and port for the Autazes Project will be constructed, and your remaining
18 properties that you intend to acquire, which primarily will be used for the sites for your
dry stacked tailings piles.
Description of the Autazes Project and the Autazes Property, page 113
3.We note your response to comment 7 and we partially reissue the comment.  Please
disclose the price, cut-off grade, and metallurgical recovery for your mineral resources as
required by Item 1304(d)(1) of Regulation S-K.  We suggest including this information as
a footnote to your resource table.  Resources should only be disclosed exclusive of
mineral reserves in the registration statement.

In addition, it appears that the resource and reserve numbers in your registration statement
were reported using English units, compared to the resource and reserve numbers in your
technical report summary that were reported using metric units.  If true, please
include footnotes to the resource and reserve tables in your registration statement
clarifying that the units are different than the units in your technical report summary.
4.We note your response to comment 7.  Please tell us the basis for the $463 per ton MOP
reserve price and reconcile this price to the pricing in your technical report summary.
Item 8. Exhibits and Financial Statement Schedules
96.1, page II-6
5.We note your response to comment 11 and we partially reissue the comment.  For mineral
reserves and mineral resources please disclose the assumed costs and commodity price
associated with your cut-off grade.
6.Please revise to include the information required by Item (601)(b)(96)(iii)(B)(17)(vi) of
Regulation S-K.
7.We note your response to comment 12.  We understand that you use an average MOP
price of $551.0 per ton in your cash flow analysis which appears to be higher than the
marketing report price that is provided in Section 16 of your technical report summary.
For example Table 92 on page 190 of the technical report summary indicates that pricing

 FirstName LastNameMatthew  Simpson
 Comapany NameBrazil Potash Corp.
 March 3, 2023 Page 3
 FirstName LastName
Matthew  Simpson
Brazil Potash Corp.
March 3, 2023
Page 3
will normalize by 2026 to approximately $346 per ton.  Please provide
additional information regarding the use of the $551.0 per ton MOP price in your
discounted cash flow analysis as suggested by Item 1302(e)(4) of Regulation S-K.

Additionally, we note that the pricing used in your discounted cash flow analysis appears
to escalate throughout the life of your project, which appears to represent pricing and
revenue numbers that are presented in nominal terms, which includes inflation throughout
the life of your project.  In contrast, it appears the cost information presented in your
discounted cash flow analysis is presented in constant current dollars, or real terms, which
does not include inflation.  Please advise.
8.We note your response to comment 13 and we reissue the comment. Only the categories
of information under Item 1302(f)(1) of Regulation S-K should be included in this section
of your technical report summary.  Other information that has been included in this
section should be removed and or 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, 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

United States securities and exchange commission logo
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

CORRESP
1
filename1.htm

      July 29, 2021

    VIA EDGAR

    Securities and Exchange Commission

    Division of Corporation Finance

    Office of Energy & Transportation

    100 F Street, N.E.

    Washington, D.C. 20549

            Attention:

            Timothy Collins

            Re:

            Brazil Potash Corp.

            Post-Qualification Amendment to Offering Statement on Form 1-A

            File No. 024-11208

    Dear Mr. Collins:

    Brazil Potash Corp., an Ontario corporation, hereby requests that the Securities and Exchange Commission take appropriate action to cause the above-referenced Post-Qualification Amendment to become qualified at 4:00 PM
      Eastern Time on August 2, 2021, or as soon thereafter as possible.

    Should you have any questions or require any additional information with respect to this filing, please contact our counsel Rebecca DiStefano at (954)768-8221. Thank you for your assistance and cooperation.

    Very truly yours,

      BRAZIL POTASH CORP.

    By: /s/ Neil Said

    Name:  Neil Said

    Title: Corporate Secretary

United States securities and exchange commission logo
July 7, 2021
Neil Said
Corporate Secretary
Brazil Potash Corp.
198 Davenport Road
Toronto
Ontario, Canada
M2R1J2
Re:Brazil Potash Corp.
Post-Qualification Amendment No. 1 to Offering Statement on Form 1-A
Filed June 25, 2021
File No. 024-11208
Dear Mr. Said :
            This is to advise you that we do not intend to review your amendment.
            We will consider qualifying your offering statement at your request. If a participant in
your offering is required to clear its compensation arrangements with FINRA, please have
FINRA advise us that it has no objections to the compensation arrangements prior to
qualification.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Timothy Collins at 202-551-3176 with any questions.

Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Rebecca DiStefano

CORRESP
1
filename1.htm

      June 24, 2020

    VIA EDGAR

    Securities and Exchange Commission

    100 F Street, N.E.

    Washington, D.C. 20549

    Attention: Kevin Dougherty and Tim Levenberg

    Re:         Brazil Potash Corp.

    Offering Statement on Form 1-A

    File No. 024-11208

    Dear Mr. Dougherty and Mr. Levenberg:

    Brazil Potash Corp. hereby requests that the Securities and Exchange Commission take appropriate action to cause the above-referenced Offering Statement to become qualified at 4:00 PM Eastern Time on June 26, 2020, or
      as soon thereafter as possible.

    Should you have any questions or require any additional information with respect to this filing, please contact Rebecca DiStefano at (561) 955-7654. Thank you for your assistance and cooperation.

    Very truly yours,

    BRAZIL POTASH CORP.

    By: /s/ Matthew Simpson

    Name: Matthew Simpson

    Title: Chief Executive Officer

United States securities and exchange commission logo
May 21, 2020
Matthew Simpson
Chief Executive Officer and Director
Brazil Potash Corp.
800 – 65 Queen Street West
Toronto, ON M5H 2M5
Re:Brazil Potash Corp.
Registration Statement on Form 1-A
Filed May 5, 2020
File No. 024-11208
Dear Mr. Simpson:
            We have reviewed your amended offering 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 amending your offering statement and providing the
requested information.  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 any amendment to your offering statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our April 14, 2020 letter.
Form 1-A
Marketing, page 28
1.We note your response to comment 8 and your statement regarding a 5-year graph in the
first paragraph on page 28, however the graph was not included with your filing.  We re-
issue comment 8. Please modify your filing and provide a chart or graph presenting the 5-
year historical potash pricing for your targeted markets.
            We will consider qualifying your offering statement at your request.  If a participant in
your offering is required to clear its compensation arrangements with FINRA, please have
FINRA advise us that it has no objections to the compensation arrangements prior to
qualification.

 FirstName LastNameMatthew  Simpson
 Comapany NameBrazil Potash Corp.
 May 21, 2020 Page 2
 FirstName LastName
Matthew  Simpson
Brazil Potash Corp.
May 21, 2020
Page 2
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.  We also remind you that, following qualification of your Form 1-A, Rule 257
of Regulation A requires you to file periodic and current reports, including a Form 1-K which
will be due within 120 calendar days after the end of the fiscal year covered by the report.
            You may contact Myra Moosariparambil at (202) 551-3796 or Raj Rajan at (202) 551-
3388 if you have questions regarding comments on the financial statements and related matters.
Please contact George K. Schuler, Mining Engineer, at (202) 551-3718 for engineering related
questions. Please contact Kevin Dougherty at (202) 551-3271 or Tim Levenberg, Special
Counsel, at (202) 551-3707 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Rebecca G. DiStefano

April 14, 2020
Matthew Simpson
Chief Executive Officer and Director
Brazil Potash Corp.
800 – 65 Queen Street West
Toronto, ON M5H 2M5
Re:Brazil Potash Corp.
Draft Offering Statement on Form 1-A
Submitted March 18, 2020
CIK No. 0001472326
Dear Mr. Simpson:
             We have reviewed your draft offering 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 offering statement or publicly filing your offering statement on
EDGAR.  Please refer to Rule 252(d) regarding the public filing requirements for non-public
submissions, amendments and correspondence.  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 your amended draft offering statement or filed offering
statement and the information you provide in response to these comments, we may have
additional comments.
Form 1-A
Use of Proceeds, page 17
1.Please disclose the amount of proceeds from this offering that will be used to compensate
the Chief Executive officer, the Chief Financial officer, and any other of your officers or
directors and/or their affiliates. See Item 6 of Form 1-A.
Employees, page 19
2.You state that members of your management team are consultants to the company and are
not employees.  If there are any material tax or significant regulatory risks to the company
as a result of this characterization, please disclose them.

 FirstName LastNameMatthew  Simpson
 Comapany NameBrazil Potash Corp.
 April 14, 2020 Page 2
 FirstName LastNameMatthew  Simpson
Brazil Potash Corp.
April 14, 2020
Page 2
Litigation, page 20
3.We note your disclosure that as a result of the legal proceedings brought by the Brazil
Federal Public Ministry (MPF) the company voluntarily agreed to temporarily suspend its
Preliminary Social and Environmental License (LP) and conduct additional indigenous
consultations with local communities. On page 26 you disclose that these indigenous
consultations are currently ongoing and anticipated to be completed mid-2020, and are the
main outstanding item to complete to obtain the Installation License (LI) to start project
construction. Please provide updated disclosure and explain in greater detail the manner in
which the consultations are ongoing. Also clarify what legal impact, if any, the result of
such indigenous consultations could have on your ability to proceed with your potash
mine. In this regard, you suggest on page 12 in your risk factors and on page F-8 in note 1
to your audited financial statements that opposition by any indigenous, governmental or
non-governmental organization to the company’s operations may require modification of,
or preclude the development or operation of, the Autazes potash project.
The Brazil Project, page 21
4.We note your disclosure that 41 drill holes were completed on the Autazes Project area on
page 21, which contrasts with your statement on page 26 that the resource and reserve
estimates are based on drilling 65 diamond core drill holes totaling 59,000 meters.  Please
modify your filing and reconcile this discrepancy.
Present Condition, page 22
5.Please disclose the information required under paragraph (b) of Industry Guide 7 for your
property.  For any properties identified that are not material, please include a statement to
that effect, clarifying your intentions.  For each material property, include the following
information:

•A brief description of the rock formations and mineralization of existing or potential
economic significance on the property.

•A description of any work completed on the property and its present condition.

•A description of equipment, infrastructure, and other facilities.

You may refer to Industry Guide 7, paragraphs (b) (1) through (5), for specific guidance
pertaining to the foregoing, available on our website at the following address:
www.sec.gov/about/forms/industryguides.pdf.
ERCOSPLAN Report, page 23
6.We note your disclosure of reserves for your Autazes Project in this section.  Please
disclose the effective date of your reserve estimate, the potash price used to determine
your project’s economics, and your reserve’s mining loss & dilution estimates.  See

 FirstName LastNameMatthew  Simpson
 Comapany NameBrazil Potash Corp.
 April 14, 2020 Page 3
 FirstName LastNameMatthew  Simpson
Brazil Potash Corp.
April 14, 2020
Page 3
Industry Guide 7 Instructions to paragraph (b)(5).
7.We note your disclosure of resources in this section.  Please disclose your inferred
resources along with your measured and indicated resource categories.  See Industry
Guide 7 Instructions to paragraph (b)(5).
8.We note that you intend to market your potash product in regional and international
markets.  Please modify your filing to provide a chart or graph presenting the 5-year
historical potash pricing for your targeted markets, e.g. Brazil, and include the potash
quality specifications for these markets.  See Regulation S-K Item 303(a)(3)(ii) and the
Instructions to Item 303(a).
9.Proven and probable reserves are disclosed for your Autazes property.  Please forward to
our engineer as supplemental information and not as part of your filing, your information
that establishes the legal, technical, and economic feasibility of your materials designated
as reserves, as required by Industry Guide 7(c).  The information requested includes, but is
not limited to:

•Property and geologic maps

•Description of your sampling and assaying procedures

•Drill-hole maps showing drill intercepts

•Representative geologic cross-sections and drill logs

•Description and examples of your cut-off calculation procedures

•Cutoff grades used for each category of your reserves and resources

•Justifications for the drill hole spacing used to classify and segregate proven and
probable reserves

•A detailed description of your procedures for estimating reserves

•Copies of any pertinent engineering or geological reports, and executive summaries
of feasibility studies or mine plans which including the cash flow analyses

•A detailed permitting and government approval schedule for the project, particularly
identifying the primary environmental or construction approval(s) and your current
location on that schedule.

Please provide the name and phone number for a technical person our engineer may call,
if he has technical questions about your reserves.

In the event your company desires the return of this supplemental material, please make a
written request with the letter of transmittal and include a pre-paid, pre-addressed shipping

 FirstName LastNameMatthew  Simpson
 Comapany NameBrazil Potash Corp.
 April 14, 2020 Page 4
 FirstName LastName
Matthew  Simpson
Brazil Potash Corp.
April 14, 2020
Page 4
label to facilitate the return of the supplemental information.  Please note that you may
request the return of this information pursuant to Rule 418(b) of the Securities Act.

If there are any questions concerning the above request, please phone Mr. George K.
Schuler, Mining Engineer at (202) 551-3718.
Directors, Executive Officers and Significant Employees, page 29
10.Please disclose if your executive officers and significant employees work full time or part-
time for your company, and if less than full time, disclose the number of hours per week
or month. See Item 10 of Form 1-A.
11.Please clarify whether Helio Diniz is a director, executive officer or significant employee.
In this regard, we note that Mr. Diniz is disclosed under "Compensation of Directors and
Officers" on page 32 as Managing Director Brazil.  See Item 10 of Form 1-A.
Business Experience, page 30
12.Please revise the last sentence of his business description to clarify when the listed
positions began for Mr. Simpson. If at all, please also disclose the extent over the past five
years that Messrs. David Gower,  Ryan Ptolemy, and Neil Said have been and/or are
currently employees or otherwise affiliated with Forbes & Manhattan (F&M). We note
that all three are listed as part of the F&M team
at https://www.forbesmanhattan.com/about-us/the-forbes-manhattan-team/. See Item 10(c)
of Form 1-A.
Consolidated Financial Statements
Independent Auditors' Report, page F-2
13.Please amend to include a revised audit report from your auditor that includes the name of
the audit firm and the audit firm's signature.  Refer to Rule 2-02 of Regulation S-X.
            You may contact Myra Moosariparambil at (202) 551-3796 or Raj Rajan at (202) 551-
3388 if you have questions regarding comments on the financial statements and related
matters.  Please contact George K. Schuler, Mining Engineer, at (202) 551-3718 for engineering
related questions. Please contact Kevin Dougherty at (202) 551-3271 or Tim Levenberg, Special
Counsel, at (202) 551-3707 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Rebecca G. DiStefano