Brazil Potash Corp 2025年年度报告和过渡报告

FORM20-F ☐REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g)OF THE SECURITIES EXCHANGEACT OF 1934 OR ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December31, 2024 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934 OR SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934 Date of event requiring this shell company reportFor the transition period fromtoCommission File No.: 001-42423 BRAZIL POTASH CORP. (Exact name of registrant as specified in its charter) Translation of registrant’s name into English: Not applicable 198 Davenport RoadToronto, Ontario, CanadaTel: +1 (416)309-2963(Address of principal executive offices) Ontario, Canada(Jurisdiction of incorporation or organization) Matthew SimpsonChief Executive Officer+1 (416)309-2963info@brazilpotash.com198 Davenport RoadToronto, Ontario, Canada(Name, Telephone,E-mailand/or Facsimile number and Address of Company Contact Person) Securities registered or to be registered pursuant to Section12(b) of the Act: Title of each class to be registeredTradingSymbol(s)Name of each exchangeon which each class is to be registeredCommon shares, no par valueGRONYSE American Securities registered or to be registered pursuant to Section12(g) of the Act: None Securities for which there is a reporting obligation pursuant to Section15(d) of the Act: None Number of outstanding shares of each of the issuer’s classes of capital or common stock as of December31, 2024: 38,403,737 ordinary shares. If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section13 or 15(d)of the Exchange Act of 1934.Yes☐No☒ Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d) of the Exchange Act during thepreceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)has been subject to such filing requirementsfor the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405 of RegulationS-Tduring the preceding 12 months.Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-acceleratedfiler, or an emerging growthcompany. Largeacceleratedfiler☐Acceleratedfiler☐Non-acceleratedfiler☐EmergingGrowthCompany☒ If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant haselected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant toSection13(a) Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of itsinternal control over financial reporting under Section404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firmthat prepared or issued its audit report.☐ If securities are registered pursuant to Section12(b) of the Act, indicate by check mark whether the financial statements of the registrant includedin the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive based compensationreceived by any of the registrant’s executive officers during the relevant recovery period pursuant to§240.10D-1(b).☐ Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing. U.S. GAAP☐International Financial Reporting Standards as issuedOther☐by the International Accounting Standards Board☒ If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has electedto follow.☐Item 17☐Item 18 If this is an annual report, indicate by check mark whether the registrant is a shell company.Yes☐No☒ Auditor name: MNP LLPAuditor location: Mississauga, Canada Table of Contents TABLE OF CONTENTSINTRODUCTIONCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSPART IITEM1.IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERSITEM2.OFFER STATISTICS AND EXPECTED TIMETABLEITEM3.KEY INFORMATIONITEM4.INFORMATION ON THE COMPANYITEM4A.UNRESOLVED STAFF COMMENTSITEM5.OPERATING AND FINANCIAL REVIEW AND PROSPECTSITEM6.DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEESITEM7.MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONSITEM8.FINANCIAL INFORMATION. ITEM9.THE OFFER AND LISTINGITEM10.ADDITIONAL INFORMATIONITEM11.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKITEM12.DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIESPARTII ITEM13.DEFAULTS, DI