巴西磷酸盐公司美国存托凭证招股说明书（2026年5月4日版）

BRAZIL POTASH CORP. 3,700,000 Common Shares Pre-Funded Warrants to Purchase up to 18,300,000 Common Shares 18,300,000 Common Shares Underlying Pre-Funded Warrants We are offering 3,700,000 common shares, no par value per share at a price of $2.50 per common share, and in lieu of our common shares, we arealso offering to each purchaser whose purchase of common shares in this offering would otherwise result in the purchaser, together with its affiliates andcertain related parties, beneficially owning more than 4.99% (or, at the election of the purchaser, 9.99%) of the outstanding common shares immediatelyfollowing the consummation of this offering, the opportunity to purchase, if the purchaser so chooses, pre-funded warrants to purchase up to 18,300,000common shares in lieu of common shares. Each pre-funded warrant will be exercisable for one common share and will be immediately exercisable andwill not expire; and will remain in full force and effect until exercised in full. The purchase price of each pre-funded warrant is $2.499 which equals the 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 April29, 2026, was $3.09 per share. There is no established public trading market for the pre-funded warrants, and we do notexpect a market to develop. In addition, we do not intend to apply for a listing of the pre-funded warrants on the NYSE American, any other national We intend to grant the underwriters an option for a period of 30 days to purchase up to an additional 3,300,000 of common shares, at the publicoffering 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 Exchange Commission (the “SEC”)and, as such, we have elected to comply with certain reduced public company reporting requirements for this prospectus supplement and future filings. Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of thesesecurities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the The securities are expected to be delivered to purchasers on or about May4, 2026. Table of Contents TABLE OF CONTENTS PROSPECTUS SUPPLEMENT PAGES-1S-2S-3S-4S- ABOUT THIS PROSPECTUS SUPPLEMENTWHERE YOU CAN FIND MORE INFORMATION 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. This 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 independent You should rely only on the information contained in or incorporated by reference in this prospectus supplement, the accompanying base prospectus andin any free writing prospectus that we have authorized for use in connection with this offering. We have not, and the underwriters have not, authorizedanyone to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. Youshould assume that the information in this prospectus supplement, the accompanying base prospectus, the documents incorporated by reference in theaccompanying