巴西钾肥股份有限公司美国存托股份招股说明书(2026年04月30日版)

BRAZIL POTASH CORP. Pre-Funded Warrants to Purchase up to Common Shares Underlying 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, 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 the 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 Emerging 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 truthful 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 SUPPLEMENTABOUT 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 PAGES-1S-2S-3S-4S- PROSPECTUS PAGE1244 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 SHARES EXPERTS 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 SEC onApril 10, 2026, which we refer to as the SEC using a “shelf” registration process. The shelf registration statement was declared effective by theSecurities and Exchange Commission on April 16, 2026. This document contains two parts. The first part consists of this prospectus supplement, whichprovides you with specific information about this offering. The second part, the accompanying base prospectus, provides more general information,some of which may not apply to this offering. Generally, when we refer only to the “prospectus,” we are referring to both parts combined. Thisprospectus supplement may add, update or change information contained in the accompanying base prospectus. To the extent that any statement we In this prospectus supplement, “Brazil Potash,” the “Company,” “we,” “us,” “our,” and similar terms refer to Brazil Potash Corp., a corporationincorporated and existing under the laws of the Province of Ontario, Canada, and its consolidated subsidiaries. References to our “common shares” refer All references in this prospectus supplement to our consolidated financial statements, include, unless the context indicates otherwise, the related notes. The industry and market data and other statistical information contained in the documents we incorporate by reference in the prospectus are based onmanagement’s own estimates, independent publications, government publications, reports by market research firms or other published independentsources, and, in each case, are believed by management to be reasonable esti