Welcome to our dedicated page for Brazil Potash SEC filings (Ticker: GRO), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Brazil Potash Corp. (NYSE American: GRO) files as a foreign private issuer with the U.S. Securities and Exchange Commission, providing investors with regular updates on the development of its Autazes Potash Project in Brazil. This SEC filings page aggregates the company’s Form 20-F annual reports and Form 6-K current reports, along with exhibits such as financial statements, management’s discussion and analysis, material contracts, and governance documents.
Through its Form 6-K filings, Brazil Potash discloses unaudited interim consolidated financial statements and MD&A, details of private placement transactions, securities purchase agreements, warrant terms, and registration rights agreements. These filings also summarize project-level developments, including definitive offtake agreements with Keytrade Fertilizantes Brasil Ltda. and Kimia Solutions Ltda., outlining volume commitments, pricing formulas, take-or-pay obligations, and provisions that allow assignment of receivables for project financing purposes.
Additional 6-K reports cover matters such as the company’s Annual and Special Meeting of Shareholders, director elections, auditor appointments, and amendments to the 2024 Incentive Compensation Plan. Brazil Potash also files disclosures on its decision to follow certain Ontario home country corporate governance practices in place of specific NYSE American shareholder approval rules, providing context on how future equity issuances may be structured.
Investors can use this page to access quarterly and semi-annual financial information, review the legal and commercial terms of key agreements, and understand the company’s capital-raising activities. Real-time updates from EDGAR are combined with AI-powered summaries that highlight the main points of lengthy documents, helping readers quickly identify items such as new offtake contracts, changes in capital structure, governance decisions, and other material events related to the Autazes Project and Brazil Potash’s overall financial condition.
Brazil Potash Corp., an Ontario-based company focused on developing the Autazes potash project in Brazil, filed its annual Form 20-F. The company has 53,692,089 ordinary shares outstanding as of December 31, 2025, reports in U.S. dollars, and prepares financials under IFRS. A four-for-one reverse stock split was effected in October 2024 and applied retroactively to all share data. Brazil Potash remains an exploration and development stage issuer with no operating mine, relying on successful permitting, land acquisition, construction and large-scale financing to advance Autazes. Management highlights numerous risks, including Brazilian political and regulatory uncertainty, inflation and currency volatility, climate and environmental regulation, and intense competition in the global potash market. The company discloses a history of losses, negative operating cash flows and states that its financial situation creates substantial doubt about its ability to continue as a going concern.
BRAZIL POTASH CORP. filing: amended Schedule 13G/A reporting beneficial ownership as of February 12, 2026. The amendment lists CD Capital Asset Management Ltd (as investment advisor to CD CNR BPC) with 10,446,999 Common Shares representing 19.58%, and Carmel Daniele with 11,437,124 Common Shares representing 21.43%, which includes 990,125 Common Shares held directly by Ms. Daniele.
Ms. Daniele is identified as founder and Chief Investment Officer of CD CNR BPC and disclaims beneficial ownership of the shares held by CD CNR BPC except for any pecuniary interest. The filing provides voting and dispositive power counts for each reporting person.
Alyeska Investment Group and affiliates have disclosed a significant passive stake in Brazil Potash Corp. They report beneficial ownership of 5,283,342 shares of common stock, representing 9.9% of the class as of December 31, 2025, with shared voting and dispositive power over all reported shares.
The position includes 2,075,975 common shares and 3,050,000 PIPE common shares, plus pre-funded warrants for 4,550,000 shares and warrants for 7,600,000 shares. The warrants are subject to a 9.9% ownership cap, limiting exercisability to 157,367 shares based on 53,367,089 shares outstanding cited from a January 2, 2026 prospectus. The filing certifies the holdings are in the ordinary course of business and not for changing or influencing control.
Investment Company, Inc., a Delaware corporation and investment adviser, reported a passive 7.5% beneficial ownership position in Brazil Potash Corp. common stock on a Schedule 13G.
The filing shows beneficial ownership of 4,000,000 common shares, with sole voting and dispositive power. The position is held through funds it advises, including Special Situations Fund III QP, L.P. and Special Situations Cayman Fund, L.P., via common shares and warrants. The warrants may be exercised only so long as total beneficial ownership does not exceed 9.99% of outstanding common shares. The holder certifies the stake was acquired in the ordinary course of business and not to change or influence control of Brazil Potash Corp.
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.