GRO 20-F/A
Brazil Potash Corp. (GRO)
20-F/A
2026-04-07
For: 2025-12-31
View Original
Added on
August 22, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 20-F/A
(Amendment No. 1)
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 |
OR
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31 , 2025
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
OR
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Date of event requiring this shell company report
For the transition period from to
Commission File No.: 001-42423
(Exact name of registrant as specified in its charter)
Translation of registrant’s name into English: Not applicable
Tel: +1 ( 309-2963 | ||
(Jurisdiction of incorporation or organization) |
(Address of principal executive offices) |
Chief Executive Officer
309-2963
(Name, Telephone,
E-mail
and/or Facsimile number and Address of Company Contact Person)Securities registered or to be registered pursuant to Section 12(b) of the Act:
Title of each class to be registered |
Trading Symbol(s) |
Name of each exchange on which each class is to be registered | ||
Securities registered or to be registered pursuant to Section 12(g) of the Act: None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None
Number of outstanding shares of each of the issuer’s classes of capital or common stock as of December 31, 2025: 53,692,089 ordinary shares.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act of 1934. Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation Yes ☒ No ☐
S-T
during the preceding 12 months. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer, or an emerging growth company.| Large accelerated filer | ☐ | Accelerated filer | ☐ | Non-accelerated filer |
☐ | |||||
| Emerging Growth Company | ||||||||||
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to
§240.10D-1(b).☐
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing.
| U.S. GAAP ☐ | |
Other ☐ | ||||||
| by the International Accounting Standards Board | ☒ |
If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. ☐ Item 17 ☐ Item 18
If this is an annual report, indicate by check mark whether the registrant is a shell company. Yes ☐ No ☒
Auditor firm Id: 1930 , Auditor name: MNP LLP , Auditor location: Mississauga, Canada
EXPLANATORY NOTE
This Amendment No. 1 on Form
20-F/A
(the “Amended Annual Report”) amends the Annual Report on Form 20-F
of Brazil Potash Corp. (the “Company” or “we”) for the year ended December 31, 2025 (the “Original Form 20-F”),
filed on March 23, 2026, with the Securities and Exchange Commission (the “SEC”). The only changes made to the Original Form 20-F
are to revise the Exhibit Table to include the consent of the Company’s independent registered public accounting firm and the consents of third-party qualified persons on Exhibits 23.1, 23.2, and 23.3, which were erroneously omitted from the previous filing. Except as noted above, the Company has not modified, or updated disclosures presented in this Amended Annual Report. Accordingly, the Amended Annual Report does not reflect events occurring after the Original Form
20-F
or modify or update those disclosures affected by subsequent events.
ITEM 19. EXHIBITS.
| * |
Filed herewith. | |
| † |
Management contract or compensatory plan or arrangement. | |
| + |
Portions of this exhibit have been omitted and filed separately with the Securities and Exchange Commission pursuant to a confidential treatment request. |
SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F/A and that it has duly caused and authorized the undersigned to sign this Annual Report filed on its behalf.
| BRAZIL POTASH CORP.
| ||||||
| Date: April 7, 2026 | By: | /s/ Matthew Simpson | ||||
| Matthew Simpson | ||||||
| Chief Executive Officer | ||||||