Brazil Potash Corp 2026年年度报告和过渡报告

☐REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THESECURITIES EXCHANGE ACT OF 1934 OR ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934 OR SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT 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-mail and/or Facsimile number and Address of Company Contact Person) Securities registered or to be registered pursuant to Section 12(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 Section 12(g) of the Act: NoneSecurities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None Number of outstanding shares of each of the issuer’s classes of capital or common stock as of December 31, 2025:53,692,089 ordinary shares. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes☐No☒ If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant toSection 13 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 Section 13 or 15(d) of theExchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and(2) has been subject to such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to besubmitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months.Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or anemerging growth company. Emerging Growth Company☒ If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check markif the registrant has elected not to use the extended transition period for complying with any new or revised financial accountingstandards provided pursuant to Section 13(a) Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of theeffectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) bythe registered public accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements ofthe registrant included in 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 incentivebased compensation received 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 thisfiling. International Financial Reporting Standardsas 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 theregistrant has elected to 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 firm Id: 1930, Auditor name: MNP LLP, Auditor location: Mississauga, Canada TABLE OF CONTENTS PageINTRODUCTION1CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS6PART I8ITEM 1.IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS8ITEM 2.OFFER STATISTICS AND EXPECTED TIMETABLE8ITEM 3.KEY INFORMATION8ITEM 4.INFORMATION ON THE COMPANY38ITEM 4A.UNRESOLVED STAFF COMMENTS85ITEM 5.OPERATING AND FINANCIAL REVIEW AND PROSPECTS85ITEM 6.DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES96ITEM 7.MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS123ITEM 8.FINANCIAL INFORMATION.126ITEM 9.THE OFFER AND LISTING126ITEM 10.ADDITIONAL INFORMATION127ITEM 11.QUANTITATIVE AND QUALITATIVE DISC