Brazil Potash Corp. SEC Filings

Brazil Potash Corp. is registering 9,450,000 common shares for resale by selling stockholders and up to 18,550,000 additional common shares issuable upon the exercise of pre-funded and common warrants from a prior private placement. The company will not receive proceeds from resale of existing shares but may receive up to $42,004,550 in gross proceeds if all 4,550,000 pre-funded warrants at $0.001 and 14,000,000 common warrants at $3.00 are exercised for cash, to be used for working capital and general corporate purposes.

Brazil Potash is a pre-revenue mineral exploration and development company advancing the Autazes potash project in Brazil and has secured long-term take-or-pay offtake agreements with Keytrade and Kimia covering large portions of future production to support project financing. The company recently raised approximately $28 million in a private placement of common and pre-funded units at $2.00 and $1.999 per unit, respectively, and lists its common shares on NYSE American under the symbol “GRO.” The prospectus highlights risks including dilution from warrant exercises, potential share price volatility, NYSE American listing compliance, and the early-stage nature of operations.

Sentient Global Resources Fund IV and related Sentient entities report that they no longer beneficially own any Brazil Potash Corp. common stock. They now disclose beneficial ownership of 0.00 shares, representing 0% of the outstanding common stock, with no sole or shared voting or dispositive power.

The stated purpose of this amendment is the disposition of all securities of the issuer held by the reporting persons. The filing notes that all options previously granted to the reporting persons have expired unexercised as of the report date.

The reporting group explains that it had purchased Brazil Potash securities directly from the company beginning in 2012, and that Brazil Potash completed a registered public offering in 2024 and became a reporting company. The Sentient entities have also been released from a lockup agreement dated October 23, 2024 related to the issuer’s securities.

Brazil Potash Corp. received an amended Schedule 13D from the Sentient funds group updating their ownership in the company’s common stock. Sentient Global Resources Fund III, L.P., Sentient Executive GP III, Limited and Sentient GP III, L.P. report that they have disposed of all of their previously beneficially owned shares and that all options granted to them have expired unexercised, leaving each with 0 shares and 0.00% of the class.

Sentient Global Resources Fund IV, L.P., together with Sentient GP IV, L.P. and Sentient Executive GP IV, Limited, reports beneficial ownership of 3,513,854 shares of Brazil Potash common stock, representing 6.58% of the outstanding class, with shared voting and dispositive power over these shares. The filing notes that Sentient funds invested using capital held for investment purposes and that the issuer became a reporting company following a registered public offering in 2024. The reporting persons have also been released from a previously filed lockup agreement.

Brazil Potash Corp. (GRO) reported an insider transaction on a Form 4. A reporting person classified as a Director and 10% Owner disclosed a sale of 3,863,872 shares of common stock on 11/12/2025 at $2 per share, coded “S” for sale.

Shares were held indirectly through Sentient Global Resources Fund III, L.P.. Following the transaction, the filing shows 0 shares beneficially owned indirectly.

Brazil Potash Corp. received a Schedule 13G from CD Capital Asset Management Ltd and Carmel Daniele disclosing significant stakes. CD Capital reported beneficial ownership of 10,766,999 common shares, representing 24.6%, with sole voting and dispositive power. Carmel Daniele reported 11,757,124 shares, or 26.8%, as of September 30, 2025, including 10,766,999 shares held by CD CNR BPC and 990,125 shares held directly. The filing states the holdings are in the ordinary course and not for changing or influencing control.

Brazil Potash Corp. (GRO) announced that subsidiary Potássio do Brasil Ltda. signed a definitive take-or-pay offtake agreement with Kimia Solutions Ltda. Kimia agreed to purchase between 23%–32% of annual potash production, capped at approximately 704,000 tonnes per year. The specific percentage will be fixed before project construction and no later than one year after execution or the final investment decision, whichever occurs first.

The agreement starts at commercial production ramp-up, runs for ten years, and may be extended by mutual consent. Pricing references prevailing CFR Brazil market indexes with logistical and performance adjustments. Payments are cash-against-documents unless an acceptable standby letter of credit is provided. The contract includes performance reviews, take-or-pay penalties, quality standards, force majeure, compliance provisions, and targeted termination rights. PDB may assign receivables to support project financing, and Brazil Potash Corp. and PBF Participações Ltda. may provide support and guarantees under separate instruments.

Brazil Potash Corp. (GRO) completed the second closing of its private placement, issuing 2,000,000 Common Units and raising gross proceeds of approximately $4 million. Each Common Unit consists of one common share and a warrant to purchase one common share. The company plans to use the proceeds for working capital and other general corporate purposes.

This second closing follows previously disclosed purchase agreements covering 9,450,000 Common Units at $2.00 per unit and 4,550,000 Pre-Funded Units at $1.999 per unit. Canaccord Genuity acted as lead placement agent and Roth Capital Partners as co-placement agent. The securities were offered under Section 4(a)(2) and Regulation D and are unregistered under the Securities Act, limiting resale to an effective registration or an applicable exemption.