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Brazil Potash Corp. filings document a Canadian foreign private issuer developing the Autazes potash project in Amazonas State, Brazil. Its Form 6-K reports cover capital-raising transactions involving common shares, pre-funded warrants, common warrants, underwriting agreements, private placements, registration-statement incorporation, and the stated use of proceeds for working capital and general corporate purposes.
The company’s filings also include unaudited interim consolidated financial statements, management discussion and analysis, shareholder meeting results, incentive compensation plan matters, auditor appointments, and governance disclosures under NYSE American home-country practice rules. Material-event reports record changes in corporate secretary functions and other governance or capital-structure matters relevant to Brazil Potash’s public-company status.
AWM Investment Company, Inc., as investment adviser to Special Situations Cayman Fund, L.P. and Special Situations Fund III QP, L.P., reports beneficial ownership of 5,876,232 Brazil Potash Corp. common shares on a partially diluted basis, representing 9.9% of the outstanding common stock after applying a Beneficial Ownership Blocker.
The position consists of common shares and warrants: 3,882,327 common shares and 1,559,427 warrants held by Special Situations Fund III QP, L.P. and 1,117,673 common shares and 440,573 warrants held by Special Situations Cayman Fund, L.P. AWM holds sole voting and dispositive power over all reported securities and no shared power is reported.
Brazil Potash Corp. is a pre-revenue potash exploration and development company advancing the Autazes Project in Brazil. For the three months ended June 30, 2026, it reported net income of $7.6 million, driven mainly by a $10.7 million non‑cash gain on the change in fair value of warrant liabilities, compared with a $14.8 million loss a year earlier. For the six-month period, the company recorded a net loss of $9.2 million, sharply lower than $33.2 million in 2025, as share‑based compensation and promotion expenses declined.
Cash and cash equivalents increased to $75.7 million at June 30, 2026 from $27.8 million at year-end 2025, largely due to a May 2026 underwritten public offering that raised $63.2 million in gross proceeds, including both shares and pre‑funded warrants. Total assets were $227.7 million, including $149.7 million of exploration and evaluation assets. Despite a working capital position of $74.6 million, management discloses substantial doubt about the company’s ability to continue as a going concern because it remains dependent on future financings and has accumulated a $207.3 million deficit.
The Goldman Sachs Group, Inc. and its subsidiary Goldman Sachs & Co. LLC report beneficial ownership of 82,259 common shares of Brazil Potash Corp., representing 0.1% of the class. All reported shares carry shared voting and shared dispositive power, with no sole voting or dispositive power.
The position is reported on a group basis by the parent holding company and its broker-dealer/investment adviser subsidiary, which note that they may be deemed to beneficially own these securities through certain operating units. They also state they disclaim beneficial ownership of securities held in certain client accounts and investment entities where other persons hold interests.
Brazil Potash Corp. reported a procedural development in long‑running Brazilian litigation over the Autazes potash project. Brazil’s Federal Public Defender’s Office (DPU), acting for indigenous organizations opposed to the project, filed a “Suspensão de Tutela Provisória” with the President of the Supreme Federal Court, seeking to overturn recent Federal Regional Court (TRF‑1) decisions favorable to Brazil Potash and the Indigenous Mura Council and to suspend installation activities. The company states this is not a new lawsuit and introduces no new facts, but remains within an existing Public Civil Action begun in 2016.
Brazil’s Prosecutor General (PGR) issued a formal opinion on July 9, 2026 recommending the application not be heard, concluding the DPU lacks standing and that the procedure is unsuitable for reexamining facts and evidence. Brazil Potash says the filing does not change the legal status of the Autazes Project or its environmental licenses, which remain in full force and effect, and it is preparing a response while relying on its prior favorable court decisions and the PGR opinion.
Brazil Potash Corp. has awarded a second Front-End Engineering Design (FEED) contract for the Autazes potash project’s mine shafts and underground development to WSP UK Ltd., with Redpath Deilmann Mining Inc. as subconsultants. This, together with earlier FEED awards to Wood and Promon Engenharia for surface facilities and infrastructure, means the entire Autazes Project now has dedicated FEED coverage. The FEED work is described as a critical step toward securing construction debt financing by giving lenders detailed engineering documentation for due diligence.
The FEED contract has an estimated total value of USD 26 million, with the first 12‑month Early Works phase awarded at USD 4.3 million. Brazil Potash plans initial annual potash production of up to 2.4 million tons, which management believes could supply approximately 20% of Brazil’s current potash demand and help reduce reliance on imports while targeting an estimated 1.4 million tons per year of greenhouse gas emissions reductions.
BRAZIL POTASH CORP. Schedule 13G reporting that The Goldman Sachs Group, Inc. and Goldman Sachs & Co. LLC disclose shared voting and shared dispositive power over 3,178,446 shares of common stock.
The filing shows those shares represent 5.9% of the class and lists CUSIP 10586A108. The filing is a joint statement executed under a Joint Filing Agreement.
Brazil Potash Corp. reported a net loss of $16.8 million for the three months ended March 31, 2026, slightly improved from $18.4 million a year earlier, as share-based compensation and promotion costs declined sharply. Operating loss was $4.1 million.
Cash and cash equivalents were $22.5 million as of March 31, 2026, down from $27.8 million, while exploration and evaluation assets grew to $145.1 million as spending on the Autazes potash project continued. A higher fair value for warrants lifted warrant liabilities to $18.0 million and drove a large non‑cash expense.
The company remains pre‑revenue, with an accumulated deficit of $214.9 million and a disclosed substantial doubt about its ability to continue as a going concern without additional financing. After quarter‑end, it completed an underwritten offering of common shares and pre‑funded warrants for gross proceeds of $63.2 million to support development and working capital.
Brazil Potash Corp. reported that its Corporate Secretary, Neil Said, resigned from his officer role effective April 28, 2026. The company stated his resignation was not due to any disagreement regarding operations, policies, or practices.
After stepping down, Mr. Said will continue providing legal consulting services to Brazil Potash as a non-employee under his existing Independent Contractor Agreement, which remained unchanged in connection with the resignation. The company is also incorporating this report by reference into its existing registration statements on Form F-3 and Form S-8.
Brazil Potash Corp. completed an underwritten public offering of 7,000,000 common shares at $2.50 per share and pre-funded warrants to purchase up to 18,300,000 common shares at $2.499 per warrant, including the underwriters’ full exercise of their option to buy 3,300,000 additional shares.
The transaction generated aggregate gross proceeds of approximately $63.3 million and net proceeds to the company of $59.3 million, which it plans to use for working capital and other general corporate purposes.
The pre-funded warrants are exercisable for one common share at $0.001 per share, do not expire, and include ownership limits generally set at 4.99% or 9.99% of outstanding shares, adjustable up to 19.99% after notice. The company and its directors and officers agreed to a 90-day lock-up on additional share sales.
Brazil Potash Corp. is offering 3,700,000 common shares at $2.50 per share and, in lieu of shares that would push a purchaser over ownership caps, up to 18,300,000 pre-funded warrants at $2.499 each (exercise price $0.001). The offering is registered on a Form F-3 shelf and the company estimates net proceeds of approximately $51.4 million (or $59.2 million if the underwriters fully exercise their option). The company is pre-revenue with the Autazes potash development project in Brazil, had consolidated cash of $22,481,709 (preliminary, unaudited) as of March 31, 2026, and had 54,244,915 common shares outstanding as of April 29, 2026.