Brazil Potash Corp美股招股说明书(2026-04-30版)

BRAZIL POTASH CORP. Common Shares Pre-Funded Warrants to Purchase up toCommon SharesCommon Shares UnderlyingPre-Funded Warrants We are offering common shares, no par value per share (the “common shares”) at a price of $per Common Share,and in lieu of our common shares, we are also offering to each purchaser whose purchase of common shares in this offeringwould otherwise result in the purchaser, together with its affiliates and certain related parties, beneficially owning more than4.99% (or, at the election of the purchaser, 9.99%) of the outstanding common shares immediately following the consummationof this offering, the opportunity to purchase, if the purchaser so chooses, pre-funded warrants (the “Pre-Funded Warrants”) topurchase common shares in lieu of common shares. Each Pre-Funded Warrant will be exercisable for one Common Share andwill be immediately exercisable and will not expire; and will remain in full force and effect until exercised in full. The purchaseprice of each Pre-Funded Warrant is $which equals the price per Common Share being sold to the public, minus $0.001,and the exercise price of each Pre-Funded Warrant will be $0.001 per Common Share. For each Pre-Funded Warrant that we sell,the number of Common Shares that we are offering will be decreased on a one-for-one basis. We are also registering commonshares issuable upon exercise of the Pre-Funded Warrants pursuant to this prospectus supplement. This prospectus supplementalso relates to the offering of common shares issuable upon the exercise of such Pre-Funded Warrants. Our common shares are listed on the NYSE American under the trading symbol “GRO.” The last reported sale price of ourcommon shares on the NYSE American on April29, 2026, was $3.09 per share. There is no established public trading marketfor the Pre-Funded Warrants, and we do not expect a market to develop. In addition, we do not intend to apply for a listing of thePre-Funded Warrants on the NYSE American, any other national securities exchange or any other nationally recognized tradingsystem. The information in this preliminary prospectus supplement is not complete and may be changed. These securities may not be sold untilthe registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus supplement isnot an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.Investing in our securities involves a high degree of risk. See “Risk Factors” on page S-8 of thisprospectus supplement and page 5 of the accompanying prospectus and in the documentsincorporated or deemed to be incorporated by reference into this prospectus supplement and theaccompanying prospectus. We intend to grant the underwriters an option for a period of 30 days to purchase up to an additional $_______ of commonShares, at the public offering price, less the underwriting discounts and commissions. We are an “emerging growth company” and a “foreign private issuer” as defined by the U.S. Securities and ExchangeCommission (the “SEC”) and, as such, we have elected to comply with certain reduced public company reporting requirementsfor this prospectus supplement and future filings. See “Prospectus Supplement Summary—Implications of Being an EmergingGrowth Company and a Foreign Private Issuer.” Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved ordisapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is truthfulor complete. Any representation to the contrary is a criminal offense. The securities are expected to be delivered to purchasers on or about Canaccord Genuity The date of this prospectus supplement is, 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 PROCEEDSCAPITALIZATIONDILUTIONDIVIDEND POLICYDESCRIPTION OF PRE-FUNDED WARRANTSMATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCESUNDERWRITINGLEGAL MATTERSEXPERTSINCORPORATION OF CERTAIN INFORMATION BY REFERENCE PROSPECTUS ABOUT THIS PROSPECTUSSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSPROSPECTUS SUMMARYTHE OFFERINGTHE COMPANYRISK FACTORSUSE OF PROCEEDSRATIO OF EARNINGS TO FIXED CHARGESDESCRIPTIONS OF SECURITIESDESCRIPTION OF CAPITAL STOCKDESCRIPTION OF SUBSCRIPTION RECEIPTSDESCRIPTION OF DEBT SECURITIESDESCRIPTION OF WARRANTSDESCRIPTION OF DEPOSITARY SHARESDESCRIPTION OF RIGHTSDESCRIPTION OF STOCK PURCHASE CONTRACTS AND STOCK PURCHASE UNITSDESCRIPTION OF UNITSFORMS OF SECURITIESPLAN OF DISTRIBUTIONLEGAL OPINIONS EXPERTSLIMITATION ON LIABILITY AND DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACTLIABILITIESWHERE YOU CAN FIND MORE INFORMATIONINCORPOR