Brazil Potash Corp美股招股说明书(2026-04-16版)

BRAZIL POTASH CORP. Common Shares We have entered into an Equity Distribution Agreement, dated April9, 2026 (the “Equity Distribution Agreement”) with Canaccord Genuity LLC,as lead sales agent and/or principal, and D.A. Davidson & Co., H.C. Wainwright & Co., LLC, Roth Capital Partners, LLC, and ArcStone Kingswood, adivision of Kingswood Capital Partners, LLC, as co-sales agents (jointly and severally, the “Sales Agents”) relating to shares of our common shares, nopar value per share (our “common shares”), offered by this prospectus supplement. In accordance with the terms of the Equity Distribution Agreement,we may offer and sell our common shares having an aggregate offering price of up to $125,000,000 from time to time through the Sales Agents, actingas sales agents or principals. Sales of our common shares, if any, under this prospectus supplement and the accompanying prospectus (together, the “Prospectus Supplement”)may be made in sales deemed to be “at the market offerings” as defined in Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”)in accordance with the terms of the Equity Distribution Agreement. Subject to the terms and conditions of the Equity Distribution Agreement, the SalesAgents will use their commercially reasonable efforts, consistent with their normal trading and sales practices, to sell on our behalf all the commonshares designated by us. We may instruct the Sales Agents not to sell any common shares if the sales cannot be effected at or above the price designatedby us in any such instruction. Under the terms of the Equity Distribution Agreement, we also may sell common shares to the Sales Agents as principalfor their own account at a price agreed upon at the time of the sale. There is no arrangement for funds to be received in any escrow, trust or similararrangement. Upon termination of the Equity Distribution Agreement, any portion of the $125,000,000 of common shares included in this prospectussupplement that is not sold pursuant to the Equity Distribution Agreement will be available for sale in other offerings pursuant to the accompanyingprospectus, and if no common shares are sold under the Equity Distribution Agreement, the full $125,000,000 of common shares may be sold in otherofferings pursuant to that prospectus and a corresponding prospectus supplement. Our common shares are listed on the NYSE American under the trading symbol “GRO.” The last reported sale price of our common shares on theNYSE American on April7, 2026, was $3.49 per share. We will pay the Sales Agents a commission equal to 3.0% of the gross sales price per common share sold through the Sales Agents under theEquity Distribution Agreement. See “Plan of Distribution” beginning on page S-16 of this prospectus supplement for additional information regardingthe compensation to be paid to the Sales Agents. In connection with the sale of our common shares on our behalf, the Sales Agents may be deemed to be“underwriters” within the meaning of the Securities Act and the compensation of the Sales Agents will be deemed to be underwriting commissions ordiscounts. We have also agreed to provide indemnification and contribution to the Sales Agents with respect to certain liabilities, including liabilitiesunder the Securities Act. See “Plan of Distribution” beginning on pageS-16for additional information regarding the compensation to be paid to theSales Agents. Investing in our common shares involves risks. See “Risk Factors” in the prospectus supplement, as well as thosedescribed in our Annual Report on Form 20-F for the fiscal year ended December31, 2025, and other reports anddocuments we filed with the Securities and Exchange Commission (the “SEC”) that we incorporate herein by reference. Neither the SEC, any state securities commission, nor any other regulatory body has approved or disapproved of these securities ordetermined if this prospectus supplement and the prospectus to which it relates are truthful and complete. Any representation to the contrary isa criminal offense. Canaccord Genuity D.A. Davidson & Co.H.C. Wainwright & Co.Roth Capital PartnersArcStone Kingswood, a division of Kingswood Capital The date of this prospectus supplement is April16, 2026. Table of Contents TABLE OF CONTENTS PROSPECTUS SUPPLEMENT ABOUT THIS PROSPECTUS SUPPLEMENTWHERE YOU CAN FIND MORE INFORMATIONSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSCAUTIONARY NOTE TO U.S. INVESTORS REGARDING MINERAL RESOURCESPROSPECTUS SUPPLEMENT SUMMARYTHE OFFERINGRISK FACTORSUSE OF PROCEEDSDILUTIONPLAN OF DISTRIBUTIONLEGAL MATTERSEXPERTSINCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE Table of Contents ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying base prospectus form part of a registration statement on Form F-3 that we filed with the Securitiesand Exchange Commission, which we refer to as the SEC, using a “shelf” registration process. This document contains two parts. The firs