GRO to follow Ontario law, not NYSE 20%/control vote requirement

Rhea-AI Filing Summary

Brazil Potash Corp. (GRO) disclosed a governance election to follow its home country rules for NYSE American Section 713. This section normally requires a shareholder vote before listing additional shares when an issuance equals or exceeds 20% of outstanding common shares at a price below the greater of book or market value, or when an issuance could result in a change of control.

Under Section 110 for foreign private issuers, the company will follow Ontario, Canada practices, which do not require shareholder approval for these issuances. As a result, the company is not required to obtain shareholder approval for transactions that would otherwise trigger the NYSE American 20% Rule or the Change of Control Rule. The company states that, apart from this election, there is no significant difference between its corporate governance practices and NYSE American requirements for U.S. domestic companies.

Insights

Corporate Governance Analyst

Home country exemption removes NYSE 20%/control vote requirement.

Brazil Potash elected to follow Ontario law instead of NYSE American Section 713. Section 713 would otherwise require shareholder approval for issuances at or above 20% below-market/book or those that could cause a change of control. Ontario law does not mandate such votes, and Section 110 allows this choice for foreign private issuers.

The practical effect is flexibility to execute large or control-shifting issuances without a shareholder meeting, subject to applicable laws and listing standards. This can streamline financing or strategic transactions that involve significant equity issuance.

There are no additional differences cited beyond this exemption. Actual impact depends on whether the company undertakes transactions that would have required a vote under Section 713.

Form 6-K: How Foreign Companies Report to the SEC →

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of October 2025

Commission File Number: 001-42423

BRAZIL POTASH CORP.

(Translation of registrant’s name into English)

198 Davenport Road

Toronto, Ontario, Canada, M5R 1J2

Tel: +1 (416) 309-2963

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. ☒ Form 20-F ☐ Form 40-F

INFORMATION CONTAINED IN THIS FORM 6-K REPORT

This report of foreign private issuer on Form 6-K is being filed to provide the home country rule exemption disclosure to be included in the next Form 20-F of Brazil Potash Corp., a corporation incorporated and existing under the laws of the Province of Ontario, Canada (the “Company”), for the fiscal year ending December 31, 2025.

Corporate Governance

Pursuant to Section 110 of the NYSE American Company Guide (the “Company Guide”) the Company has elected to follow the Company’s home country rules with respect to Section 713 of the Company Guide.

Section 713 of the Company Guide provides that an issuer listed on the NYSE American is required to obtain shareholder approval in accordance with Section 705 of the Company Guide as a prerequisite to approval of applications to list additional shares when the additional shares will be issued in connection with a transaction involving the sale, issuance, or potential issuance by the issuer of common shares (or securities convertible into common shares) equal to 20% or more of its presently outstanding common shares (or securities convertible into common shares) for less than the greater of book or market value of the shares (the “20% Rule”) or when the issuance or potential issuance of additional shares will result in a change of control of the issuer, including, but not limited to, those issuances that constitute a reverse merger (the “Change of Control Rule”).

Notwithstanding this general requirement, Section 110 of the Company Guide permits foreign private issuers to follow their home country practice rather than the shareholder approval requirements of the 20% Rule or the Change of Control Rule. The laws of Ontario Canada (the Company’s domicile of incorporation) do not require shareholder approval prior to any of the foregoing types of issuances and the Company has elected to follow its home country rules with respect to Section 713 of the Company Guide. The Company, therefore, is not required to obtain such shareholder approval prior to entering into a transaction with the potential to issue securities in contravention of the 20% Rule or the Change of Control Rule.

Except for the foregoing, there is no significant difference between our corporate governance practices and what NYSE American requires of domestic U.S. companies. 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

				BRAZIL POTASH CORP.
Date: October 17, 2025				By:		/s/ Matthew Simpson
						Name: Matthew Simpson
						Title: Chief Executive Officer

FAQ

What did Brazil Potash (GRO) disclose in this Form 6-K?

The company elected to follow its Ontario home country rules instead of NYSE American Section 713, removing the need for shareholder approval in specified large or control-shifting issuances.

What is NYSE American Section 713’s 20% Rule for GRO?

It requires shareholder approval before listing shares issued in a transaction equal to or exceeding 20% of outstanding common shares at less than the greater of book or market value.

What is the Change of Control Rule mentioned for GRO?

It requires shareholder approval when an issuance or potential issuance could result in a change of control, including reverse mergers.

Why can Brazil Potash follow home country rules instead of Section 713?

Section 110 permits foreign private issuers to follow home country practice. Ontario law does not require shareholder approval for these issuances.

Will GRO seek shareholder approval for large discounted issuances?

Under this election, the company is not required to obtain shareholder approval for transactions that would otherwise trigger Section 713.

Are there other governance differences for GRO vs. NYSE American standards?

The company states there is no significant difference apart from this home country rule election.