198 Davenport Road Toronto, Ontario, Canada, M5R 1J2

November 26, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

Attn:

Michael Purcell

Division of Corporation Finance

Office of Energy and Transportation

 

Re:	Brazil Potash Corp.

Registration Statement on Form F-1

File No. 333-281663

Request for Acceleration of Effectiveness

Dear Mr. Purcell:

Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), the undersigned, Brazil Potash Corp., a corporation incorporated and existing under the laws of the Province of Ontario, Canada (the “Registrant”), hereby respectfully requests acceleration of the effective date of the above-referenced Registration Statement on Form F-1 (as amended, the “Registration Statement”), so that it may become effective at 4:00 p.m., Eastern time, on November 26, 2024, or as soon thereafter as practicable.

The Registrant understands that the staff of the U.S. Securities and Exchange Commission will consider this request for acceleration of the effective date of the Registration Statement as confirmation by the Registrant of its awareness of its responsibilities under the Securities Act and the Securities Exchange Act of 1934, as amended, as they relate to the proposed initial public offering of the registered securities covered by the Registration Statement.

If you have any questions regarding the foregoing, please contact our counsel at Greenberg Traurig, P.A., William Wong at (415) 655-1280. In addition, it would be greatly appreciated if you could please call Mr. Wong to notify him when the Registration Statement has been declared effective.

 

 

cc:	Ryan Ptolemy, Chief Financial Officer, Brazil Potash Corp.

Rebecca G. DiStefano, Esq., Greenberg Traurig, P.A.

William Wong, Esq., Greenberg Traurig, P.A.