6-K - FPHOY - Equibles

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 April 2025.

Commission File Number 000-54260

First Phosphate Corp.

(Translation of registrant’s name into English)

1055 West Georgia Street, 1500 Royal Centre, P.O. Box 11117, Vancouver, British Columbia, V6E 4N7

(Address of principal executive office)

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

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ___

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ___

SUBMITTED HEREWITH

The following documents of the Registrant are submitted herewith:

Exhibit	Description
99.1	Form 15F
99.2	Press Release

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SIGNATURE

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.

	First Phosphate Corp.
	(Registrant)
Date: April 30, 2025	By	/s/ “Bennett Kurtz”
		(Signature)^*^
		Bennett Kurtz, Chief Financial Officer
		* Print the name and title under the signature of the signing officer.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 15F

CERTIFICATION OF A FOREIGN PRIVATE ISSUER’S TERMINATION OF REGISTRATION OF A CLASS OF SECURITIES UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ITS TERMINATION OF THE DUTY TO FILE REPORTS UNDER SECTION 13(a) OR SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 000-54260

FIRST PHOSPHATE CORP.

(Exact name of registrant as specified in its charter)

1055 West Georgia Street, 1500 Royal Centre, P.O. Box 11117, Vancouver, British Columbia, V6E 4N7

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Common Shares

(Title of each class of securities covered by this Form)

Place an X in the appropriate box(es) to indicate the provision(s) relied upon to terminate the duty to file reports under the Securities Exchange Act of 1934:

Rule 12h-6(a) ☒<br><br> <br>(for equity securities)	Rule 12h-6(d) ☐<br><br> <br>(for successor registrants)
Rule 12h-6(c) ☐<br><br> <br>(for debt securities)	Rule 12h-6(i) ☐<br><br> <br>(for prior Form 15 filers)
(01-14)	Potential persons who are to respond to the collection of information contained<br>in this Form are not required to respond unless the Form displays a currently valid OMB control number.
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A.	The Company first incurred the duty to file reports under section 13(a) or section<br>15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) on January 26, 2011 when the Company, then called<br>Pan American Lithium Corp., registered its securities with the SEC under Section 12(g) of the Exchange Act. The registration of the Company,<br>or Pan American Lithium Corp., was revoked by the SEC pursuant to a 12(j) under the Exchange Act. On April 29, 2024 the Company went effective<br>on a 20-F registration statement under the Exchange Act and re-commenced reporting obligations under the Exchange Act.
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B.	The Company has filed or submitted all reports required under Exchange Act section<br>13(a) or section 15(d) and corresponding Commission rules for the 12 months preceding the filing of this form. The Company filed its annual<br>report on Form 20-F for the fiscal year ended February 29, 2024 on July 8, 2024.
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Item 2.	Recent United States Market Activity
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First Phosphate has not sold securities in the United States in a registered offering under the Exchange Act.

Item 3.	Foreign Listing and Primary Trading Market
A.	The primary trading market for the Company common shares (the “Common Shares”)<br>is in Canada on the Canadian Securities Exchange (“CSE”). The Common Shares also trade outside the United States in<br>Germany on the Frankfurt Stock Exchange (“FSE”).
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B.	The Common Shares began trading on the CSE in Canada and the FSE in Germany on February<br>22, 2023 and February 28, 2023, respectively. The Company has maintained a listing of its Common Shares on the CSE and FSE for at least<br>the 12 months preceding the filing of this Form.
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C.	During the 12 month period ended beginning March 14, 2024 and ending March 13, 2025,<br>inclusive (the “Applicable Period”), trading on the CSE accounted for approximately 96.7% of trading in the Company<br>common shares in on-exchange transactions. The trading market for the Common Shares on the CSE is larger than the trading market for the<br>Common Shares in the United States.
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Item 4.	Comparative Trading Volume Data
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The Company’s trading volume used to rely on Rule 12h-6(a)(4)(i) are as follows:

A.	The Applicable Period is the recent 12-month period used to meet the requirements<br>of Rule 12h-6(a)(4)(i).
B.	During the Applicable Period, the average daily trading volume of the Common Shares<br>in the United States was 3,540 Common Shares and 108,481 on a worldwide basis.
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C.	During the Applicable Period, the average daily trading volume of the Common Shares<br>in the United States was 3.3% as a percentage of the average daily trading volume of the Common Shares.
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D.	Not applicable.
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E.	Not applicable.
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F.	The Company used MarketWatch.com as the source of trading volume information for<br>purposes of determining whether it meets the requirements of Rule 12h-6.
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Not applicable.

Item 6.	Debt Securities

Not applicable.

Item 7.	Notice Requirement
A.	Pursuant to Rule 12h-6(h), the Company disclosed its intent to terminate the registration<br>of the Common Shares under Section 12(g) of the Exchange Act and its reporting obligations under Section 13(a) and Section 15(d) of the<br>Exchange Act on April 30, 2025.
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B.	The Company disseminated the notice in the United States by means of a press release<br>(the “Press Release”) published via Newsfile Corp. The Company has submitted a copy of this notice under cover of a Form 6-K<br>dated April 30, 2025.
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Item 8.	Prior Form 15 Filers
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Not applicable.

PART II

Item 9.	Rule 12g3-2(b) Exemption

All information required to be published pursuant to Rule 12g3-2(b)(1)(iii) will be available through the System for Electronic Document Analysis and Retrieval (SEDAR+) at its website at www.sedarplus.com and on the Company’s website at www.firstphosphate.com.

PART III

Item 10.	Exhibits

Not Applicable

Item 11.	Undertakings

The undersigned issuer hereby undertakes to withdraw this Form 15F if, at any time before the effectiveness of its termination of reporting under Rule 12h-6, it has actual knowledge of information that causes it reasonably to believe that, at the time of filing the Form 15F:

(1) The average daily trading volume of its subject class of securities in the United States exceeded 5 percent of the average daily trading volume of that class of securities on a worldwide basis for the same recent 12-month period that the issuer used for purposes of Rule 12h-6(a)(4)(i);

(2) Its subject class of securities was held of record by 300 or more United States residents or 300 or more persons worldwide, if proceeding under Rule 12h-6(a)(4)(ii) or Rule 12h-6(c); or

(3) It otherwise did not qualify for termination of its Exchange Act reporting obligations under Rule 12h-6.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, First Phosphate Corp. has duly authorized the undersigned person to sign on its behalf this certification on Form 15F. In so doing, First Phosphate Corp. certifies that, as represented on this Form, it has complied with all of the conditions set forth in Rule 12h-6 for terminating its registration under section 12(g) of the Exchange Act, or its duty to file reports under section 13(a) or section 15(d) of the Exchange Act, or both.

Date: April 30, 2025

FIRST PHOSPHATE CORP.

By:	/s/ Bennett Kurtz
Name:	Bennett Kurtz
Title:	Chief Financial Officer

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Exhibit 99.2

First Phosphate Files Form 15F to VoluntarilyTerminate SEC Reporting Obligations

Saguenay, Quebec – April 30, 2025 – First Phosphate Corp. (“First Phosphate” or the “Company”) (CSE: PHOS) (OTCQB: FRSPF) (FSE: KD0) announces that it has voluntarily filed a Form 15F with the United States Securities and Exchange Commission (the “SEC”) today for the purpose of terminating the registration of its common shares and its reporting obligations under the Securities Exchange Act of 1934 (the “Exchange Act”).

Trading of the Company common shares will be uninterrupted by the deregistration, including as they are currently traded in the United States, with the Company’s common shares continuing to trade on the Canadian Securities Exchange, the OTCQB and the Frankfurt Stock Exchange.

The Company will continue to comply with its Canadian continuous disclosure obligations by continuing to make filings with the applicable Canadian securities regulators. Such filings will continue to be available under the Company’s issuer profile on SEDAR at www.sedarplus.com. As a result of filing the Form 15F, the Company's obligations to file reports under the Exchange Act have been immediately suspended and are expected to terminate 90 days after today.

The Company registered with the SEC in April 2024 to address a legacy SEC reporting situation originating prior to the appointment of the Company’s current management and the commencement of its current operations. Having successfully resolved the legacy matter to the satisfaction of the SEC, Company management have determined that the SEC registration is no longer required for its near-term operations, and that deregistration is desirable to reduce financial reporting complexity and administrative costs.

About First Phosphate Corp.

First Phosphate (CSE: PHOS) (OTCQB: FRSPF) (FSE: KD0) is a mineral development company fully dedicated to extracting and purifying phosphate for the production of cathode active material for the Lithium Iron Phosphate (“LFP”) battery industry. First Phosphate is committed to producing at high purity level, in a responsible manner and with low anticipated carbon footprint. First Phosphate plans to vertically integrate from mine source directly into the supply chains of major North American LFP battery producers that require battery grade LFP cathode active material emanating from a consistent and secure supply source. First Phosphate is owner and developer of the Bégin-Lamarche Property in Saguenay-Lac-St-Jean, Quebec, Canada that consists of rare anorthosite igneous phosphate rock that generally yields high purity phosphate material devoid of harmful concentrations of deleterious elements.

For additional information, please contact:

Bennett Kurtz

Chief Financial Officer

bennett@firstphosphate.com

Tel: +1 (416) 200-0657

Investor Relations: investor@firstphosphate.com

Media Relations: media@firstphosphate.com

Website: www.FirstPhosphate.com

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Follow First Phosphate:

Twitter: https://twitter.com/FirstPhosphate

LinkedIn: https://www.linkedin.com/company/first-phosphate

Forward-Looking Information and CautionaryStatements

This news release contains certain statementsand information that may be considered “forward-looking statements” and “forward looking information” within themeaning of applicable securities laws. In some cases, but not necessarily in all cases, forward-looking statements and forward-lookinginformation can be identified by the use of forward-looking terminology such as “plans”, “targets”, “expects”or “does not expect”, “is expected”, “an opportunity exists”, “is positioned”, “estimates”,“intends”, “assumes”, “anticipates” or “does not anticipate” or “believes”,or variations of such words and phrases or statements that certain actions, events or results “may”, “could”,“would”, “might”, “will” or “will be taken”, “occur” or “be achieved”and other similar expressions. In addition, statements in this news release that are not historical facts are forward looking statements,including, among other things,: the Company’s planned exploration and production activities; the properties and composition of anyextracted phosphate; and the Company’s plans for vertical integration into North American supply chains.

These statements and other forward-lookinginformation are based on assumptions and estimates that the Company believes are appropriate and reasonable in the circumstances, whichmay prove to be incorrect, include, but are not limited to, the various assumptions set forth herein and in the Company’s publicdisclosure record including the short form base prospectus dated June 5, 2024.

There can be no assurance that such statementswill prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements. Therecan be no assurance that any opportunity will be successful, commercially viable, completed on time or on budget, or will generate anymeaningful revenues, savings or earnings, as the case may be, for the Company. In addition, the Company will incur costs in pursuingany particular opportunity, which may be significant. These factors and assumptions are not intended to represent a complete list ofthe factors and assumptions that could affect the Company and, though they should be considered carefully, should be considered in conjunctionwith the risk factors described in the Company’s other documents filed with the Canadian and United States securities authorities,including without limitation the “Risk Factors” section of the Company’s Management Discussion and Analysis dated January29, 2025 and Annual Report on 20-F dated July 8, 2024, which are available on SEDAR at www.sedarplus.ca.Although the Company has attempted to identify factors that would cause actual actions, events or results to differ materially from thosedisclosed in the forward-looking information or information, there may be other factors that cause actions, events or results not tobe as anticipated, estimated or intended. The Company does not undertake to update any forward-looking information, except in accordancewith applicable securities laws.

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