IPO - Brazil Potash Corp.

Form Type: CORRESP

Filing Date: 2024-11-26

Corporate Action: Ipo

Type: New

Accession Number: 000119312524265750

Filing Summary: Brazil Potash Corp. submitted a request for acceleration of the effectiveness of their Registration Statement on Form F-1 in connection with their proposed initial public offering. The request aims for the registration statement to become effective by 4:00 p.m. Eastern time on November 26, 2024. The correspondence indicates that the company acknowledges its responsibilities under the Securities Act and the Securities Exchange Act regarding the initial public offering of the securities stated in the registration statement.

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Form Type: CORRESP

Filing Date: 2024-11-26

Corporate Action: Ipo

Type: New

Accession Number: 000119312524265754

Filing Summary: Brazil Potash Corp. has filed a request to accelerate the effective date of its Registration Statement on Form F-1, initially filed on August 20, 2024, to become effective at 4:00 p.m. Eastern Standard Time on November 26, 2024. This request is made pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933. Additionally, representatives of the underwriters, such as Cantor Fitzgerald & Co. and Banco Bradesco BBI S.A., have indicated compliance with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934 to ensure proper distribution of the preliminary prospectus among anticipated participants in the securities distribution.

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Form Type: CORRESP

Filing Date: 2024-11-20

Corporate Action: Ipo

Type: New

Accession Number: 000119312524262437

Filing Summary: Brazil Potash Corp. has submitted a request for the acceleration of the effective date for its Registration Statement on Form F-1 (File No. 333-281663). The company aims for the Registration Statement to become effective at 4:00 p.m. Eastern time on November 21, 2024, or as soon thereafter as possible. This request is made pursuant to Rule 461 under the Securities Act of 1933, indicating that the company is gearing up for a proposed initial public offering of the registered securities as covered by the Registration Statement. The correspondence is addressed to the U.S. Securities and Exchange Commission, confirming the company's awareness of its responsibilities under relevant securities laws. The letter was signed by Matthew Simpson, the Chief Executive Officer of Brazil Potash Corp.

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Form Type: CORRESP

Filing Date: 2024-11-20

Corporate Action: Ipo

Type: New

Accession Number: 000119312524262440

Filing Summary: Brazil Potash Corp. has requested the acceleration of the effective date for its Registration Statement on Form F-1, which was filed on August 20, 2024, under File No. 333-281663. The targeted effective time is set for November 21, 2024, at 4:00 p.m. Eastern Standard Time. The correspondence outlines that several underwriters, represented by Cantor Fitzgerald & Co. and Banco Bradesco BBI S.A., are involved in this request and have confirmed their compliance with regulatory requirements. They have also indicated plans for distributing copies of the preliminary prospectus to participants in the distribution of the securities.

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Form Type: CORRESP

Filing Date: 2024-11-04

Corporate Action: Ipo

Type: Update

Accession Number: 000119312524250851

Filing Summary: Brazil Potash Corp. has submitted Amendment No. 3 to its Registration Statement on Form F-1 in response to comments from the U.S. Securities and Exchange Commission regarding Amendment No. 2, which was previously filed on October 23, 2024. The company aims to enhance its disclosures relating to its structure as a holding company, particularly concerning its foreign ownership in its Brazilian subsidiary, Potássio do Brasil Ltda. The revised disclosures clarify that there are generally no restrictions on foreign ownership of the subsidiary, facilitating the company's plans for an initial public offering of its Common Shares. The company plans to register the IPO in Canada and has filed a Canadian base PREP prospectus as part of the process. The correspondence includes an acknowledgement of the SEC staff's comments and provides detailed responses to various inquiries raised regarding the company's organizational structure and regulatory compliance in Brazil.

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Form Type: CORRESP

Filing Date: 2024-10-23

Corporate Action: Ipo

Type: Update

Accession Number: 000119312524241966

Filing Summary: Brazil Potash Corp. has submitted Amendment No. 2 to its Registration Statement on Form F-1 in response to comments from the U.S. Securities and Exchange Commission (SEC) regarding its initial public offering (IPO). The company has clarified that it plans to commence administrative land regularization proceedings for 24 properties related to the Autazes Project in Brazil but has not yet begun this process. The company intends to register its initial public offering of Common Shares in Canada through a base PREP prospectus, excluding Quebec, and has filed preliminary documents with the Ontario Securities Commission. The management discusses the assessment of the technical and commercial viability of the Autazes Project, indicating ongoing requirements for construction licenses and feasibility studies before substantial development can commence. Management believes sufficient resources must be secured before proceeding further with development activities and reclassifying expenditures accordingly.

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Form Type: CORRESP

Filing Date: 2024-09-27

Corporate Action: Ipo

Type: Update

Accession Number: 000119312524228121

Filing Summary: The document is an amendment submitted by Brazil Potash Corp. to address comments from the SEC on its initial public offering (IPO) registration statement filed on August 20, 2024. This amendment provides clarifications and updates to the environmental licensing process concerning the Autazes Project, where a majority of the Mura indigenous communities supported the project, alongside financial results and interim financial statements. The company is preparing for an IPO in both the U.S. and Canada while ensuring compliance with SEC comments. The latest disclosures detail the mining regulations and market opportunities for potash in Brazil, while providing updates on financial resources and the anticipated commercial viability of the Autazes Project. Specific updates include responses to requests for information on incentives for land ownership, cash resources, and the implications of Russian sanctions on investment.

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Form Type: CORRESP

Filing Date: 2024-08-20

Corporate Action: Ipo

Type: New

Accession Number: 000119312524203714

Filing Summary: Brazil Potash Corp. submitted a letter addressing comments from the SEC regarding their Initial Public Offering (IPO). This letter responds to the SEC's June 29, 2023, comments on Amendment No. 3 of their Form F-1, which was previously submitted on June 8, 2023. The company also publicly filed the Initial Public Filing of its Registration Statement on Form F-1, incorporating changes based on the SEC's feedback, including financial results for the years ended December 31, 2023, and 2022, as well as interim financials for March 31, 2024. Moreover, the company plans to register the IPO in Canada, filing a Canadian base PREP prospectus in multiple provinces except Quebec. Several amendments to the draft registration statement have been submitted since August 2022, culminating in this latest filing. The company intends to address all regulatory requirements and move forward with the offering, potentially dependent on market conditions.

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Form Type: DRSLTR

Filing Date: 2023-06-08

Corporate Action: Ipo

Type: Update

Accession Number: 000095012323005661

Filing Summary: Brazil Potash Corp. submitted Amendment No. 3 to its Draft Registration Statement on Form F-1 to the U.S. Securities and Exchange Commission on June 8, 2023. This update is in response to comments from the SEC regarding the previous amendment submitted on February 13, 2023. The amendment incorporates financial results and audited consolidated financial statements for the year ended December 31, 2022, along with updates based on SEC and Ontario Securities Commission feedback. The registration includes the company's intention to initiate an initial public offering (IPO) of its common shares in Canada, excluding Quebec. Changes made in Amendment No. 3 aim to address regulatory comments related to corporate structure, mineral rights surrounding indigenous lands, and financial disclosures, among others. Key disclosures include the completion of a minor stake transfer in Potássio do Brasil Ltda. to Brazil Potash Corp., and revisions outlining potential impacts of legal rulings on their Autazes Project, which is crucial for the company's operations in Brazil.

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Form Type: DRSLTR

Filing Date: 2022-11-21

Corporate Action: Ipo

Type: New

Accession Number: 000095012322012533

Filing Summary: Brazil Potash Corp. submitted a confidential draft registration statement on Form F-1 to the U.S. Securities and Exchange Commission as part of its proposed initial public offering (IPO) of common shares. The company confirms it qualifies as an 'emerging growth company' under the Securities Act, with total gross revenues under $1.07 billion for the last fiscal year. The company assured that no disqualifying conditions have occurred and intends to publicly file the registration statement at least 15 days prior to commencing a roadshow or before the requested effective date of the registration.

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Form Type: DRSLTR

Filing Date: 2022-09-09

Corporate Action: Ipo

Type: New

Accession Number: 000095012322009809

Filing Summary: Brazil Potash Corp. submitted a draft registration statement on Form F-1 to the U.S. Securities and Exchange Commission for confidential review in connection with its proposed initial public offering (IPO) of common shares. The company, incorporated in Ontario, Canada, confirmed its status as an 'emerging growth company', with total gross revenues of less than $1.07 billion for the fiscal year ending December 31, 2021. The company has not faced any disqualifying conditions as per the relevant SEC regulations and plans to publicly file the registration statement at least 15 days before commencing any roadshow or effective date related to the IPO.

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