Brazil Potash Corp. SEC Filings

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.

Brazil Potash Corp. entered into securities purchase agreements for a private placement of 9,450,000 Common Units at $2.00 per unit and 4,550,000 Pre-Funded Units at $1.999 per unit. Each Common Unit includes one common share and a five-year warrant exercisable at $3.00; each Pre-Funded Unit includes a pre-funded warrant at $0.001 and a common warrant.

The first closing on October 23, 2025 issued 7,450,000 Common Units and all 4,550,000 Pre-Funded Units for gross proceeds of approximately $24 million. A second closing with another investor for approximately $4 million is expected on or about October 24, 2025, subject to customary closing conditions. The company agreed to 90‑day restrictions on new issuances and variable rate transactions after the resale registration becomes effective, and officers and directors signed 90‑day lock‑ups. Proceeds will be used for working capital and general corporate purposes. Canaccord Genuity and Roth Capital Partners acted as placement agents.

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.

Brazil Potash Corp. (GRO) filed a current report recording shareholder vote tallies on corporate filings and proposals. The document lists multiple vote counts showing overwhelmingly affirmative results, with several items receiving about 98.37%–98.42% For and the remaining votes recorded as Withheld or Against in the low single digits. One item shows 97.32% For and 2.68% Against. The report is dated September 8, 2025 and is signed by Matthew Simpson, Chief Executive Officer. The filing primarily provides formal voting outcomes rather than operational or financial metrics.

Brazil Potash Corp. (GRO) furnished a Form 6-K referencing its earlier 20-F/40-F registration framework and highlighting operational and market risks carried forward from its 2024 Form 20-F and its Amendment No. 1. The filing lists two exhibits: a Take or Pay Contract dated August 20, 2025 between Potássio do Brasil Ltda. and Keytrade Fertilizantes Brasil Ltda., and a press release dated August 20, 2025. The filing reiterates potential project and commercial risks including ramp-up of the Autazes project, counterparty performance under offtake arrangements, logistics and weather, product quality/testing risks, commodity price and FX volatility, inflation and input cost pressures, legal and regulatory changes, force majeure, labor and equipment availability, and litigation risks.