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                          December 20, 2022

       Matthew Simpson
       Chief Executive Officer and Director
       Brazil Potash Corp.
       198 Davenport Road
       Toronto, Ontario, Canada, M5R 1J2

                                                        Re: Brazil Potash Corp.
                                                            Draft Registration
Statement on Form F-1
                                                            Submitted November
23, 2022
                                                            CIK No. 0001472326

       Dear Matthew Simpson:

              We have reviewed your draft registration statement and have the
following comments. In
       some of our comments, we may ask you to provide us with information so
we may better
       understand your disclosure.

              Please respond to this letter by providing the requested
information and either submitting
       an amended draft registration statement or publicly filing your
registration statement on
       EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
       believe an amendment is appropriate, please tell us why in your
response.

             After reviewing the information you provide in response to these
comments and your
       amended draft registration statement or filed registration statement, we
may have additional
       comments.

       Form DRS/A Filed November 23, 2022

       Prospectus Summary
       Organizational Structure, page 1

   1.                                                   We note your disclosure
that the Company owns an approximate 99.99% stake in Potassio
                                                        do Brasil Ltda., with
the affiliated company Forbes Empreendimentos Minerais Ltda.
                                                        owning an approximate
0.01% stake in your subsidiary. On page F-6 however, it states
                                                        your Company owns a
100% stake in Potassio do Brasil. Please clarify whether Potassio
                                                        do Brasil is a wholly
owned subsidiary.
 Matthew Simpson
FirstName  LastNameMatthew    Simpson
Brazil Potash Corp.
Comapany20,
December   NameBrazil
               2022    Potash Corp.
December
Page 2     20, 2022 Page 2
FirstName LastName
Our Competitive Strengths
Significant reduction in carbon emissions., page 7

2.       You disclose that based on an analysis you commissioned from a
consulting firm to assess
         the greenhouse gas (   GHG   ) emissions anticipated to be generated
by the Autazes Project,
         as compared to a similar potash producer located in Saskatchewan,
Canada exporting an
         equivalent amount of potash to Brazil, you believe that the production
of potash from the
         Autazes Project would generate approximately 80% less Scope 1 and 2
GHG Emissions,
         and, when added to the reduction in Scope 3 GHG Emissions, you believe
that your
         potash production will produce approximately 1.4 million tons less GHG
emissions per
         year, which is the equivalent of planting approximately 57 million new
trees. Please revise
         to provide the material assumptions of this analysis and discuss how
this analysis was
         conducted, and any limitations of your approach.
The development of the Autazes Project is a priority for Brazil., page 8

3.       You disclose that The Autazes Project was deemed to be of    National
Importance    by
         Brazil   s Federal Government and National Observatory, and that the
Federal Government
         of Brazil also included the Autazes Project in its Partnership
Investment Program. Please
         disclose the date of such designations, and any term or time period
that such
         designations will continue. Please also disclose the extent such
programs are impacted by
         a change in government, such as the recent presidential election in
Brazil.
Risk Factors
We may face potential opposition to the Autazes Project, which could increase
our operating
costs..., page 36

4.       You disclose that opposition by any indigenous communities or
governmental or non-
         governmental organizations to your proposed operations may require
modifications to the
         development and/or operational plans of the Autazes Project, or may
require you to spend
         significant amounts of time and resources in litigation or enter into
agreements with such
         indigenous communities or governmental or non-governmental
organizations with respect
         to the Autazes Project in order to secure necessary permits and
licenses. As an example,
         you disclose that in July 2015 you received your Preliminary
Environmental License for
         the Autazes Project, however, in March 2017, you agreed with the court
overseeing the
         December 2016 Civil Investigation, the Brazilian MPF, the Brazilian
Amazonas
         Environmental Protection Institute, the Brazilian National Mineral
Agency, FUNAI, and
         representatives of the Mura indigenous people to suspend it subject to
resolution of the
         December 2016 Civil Investigation, and to conduct additional
consultations with the local
         Mura indigenous communities near the Autazes Project in accordance
with International
         Labour Organization Convention 169. Please disclose the purpose or
objective of
         the consultations with the local Mura indigenous communities under
International Labour
         Organization Convention 169, and disclose any impact such
consultations could have on
         your Autazes Project.
 Matthew Simpson
FirstName  LastNameMatthew    Simpson
Brazil Potash Corp.
Comapany20,
December   NameBrazil
               2022    Potash Corp.
December
Page 3     20, 2022 Page 3
FirstName LastName
Business
Legal Proceedings
Civil Investigation; Mining Rights Surrounding Other Indigenous Communities,
page 93

5.       Please disclose the date of the proceedings disclosed in this section.
Foreign Investment Restrictions and Control, page 93

6.       Please disclose if you believe you are in compliance with the
requirements discussed
         under "Foreign Investment Restrictions" and "Foreign Investment
Control" at this time in
         terms of your ownership of the Autazes Property.
Description of the Autazes Project and the Autazes Property, page 100

7.       Please disclose the following with respect to your mineral resources
and mineral reserves
         as required by Item 1304(d) of Regulation S-K:

                Disclose the metallurgical recovery and mineral pricing.
                Disclose the point of reference to which each of your resources
and reserves were
              determined, such as in-situ, mill feed, or saleable product.
                Disclose mineral resources exclusive of mineral reserves.
8.       For the first time reporting of mineral resources and mineral reserves
provide a brief
         discussion of material assumptions as required by Item 1304(f) of
Regulation S-K.
9.       Please revise your disclosure on page 99 to clarify that the estimated
capital costs are the
         initial capital costs and do not include sustaining capital
expenditures.
Item 8. Exhibits and Financial Statement Schedules
96.1, page II-6

10.      We note that several figures in your technical report are blurry and
not legible, such as
         Figure 4 on page 33 and Figure 45 on page 106. Please review all
figures and revise as
         necessary.
11.      Please provide more detail regarding the resource cut-off grade and
the reserve cut-off
         grade as required by Item (601)(b)(96)(iii)(B)(11)(iii) and Item
         (601)(b)(96)(iii)(B)(12)(iii) of Regulation S-K, respectively.
12.      Please revise to include the entire discounted cash flow analysis to
comply with Item
         601(b)(96)(iii)(B)(19). At a minimum this should include material
assumptions including
         but not limited to production, revenue, operating costs, royalties,
taxes, and capital costs
         for each year for the life of the project.
13.      Please revise the "Reliance on Information by the Registrant" section
of your technical
         reports to only include categories of information under Item
1302(f)(1) of Regulation S-
         K. Other information that has been included in this section should be
removed and or
 Matthew Simpson
Brazil Potash Corp.
December 20, 2022
Page 4
      moved to another section of the technical report so that the information
is consistent with
      the disclosure specified under Item 1302(f)(2) of Regulation S-K.
        You may contact Joanna Lam at (202) 551-3476 or Craig Arakawa,
Accounting Branch
Chief, at (202) 551-3650 if you have questions regarding comments on the
financial statements
and related matters. Please contact John Coleman, Mining Engineer, at (202)
551-3610 for
engineering related questions. Please contact Michael Purcell at (202) 551-5351
or Kevin
Dougherty at (202) 551-3271 with any other questions.



                                                            Sincerely,
FirstName LastNameMatthew Simpson
                                                            Division of
Corporation Finance
Comapany NameBrazil Potash Corp.
                                                            Office of Energy &
Transportation
December 20, 2022 Page 4
cc:       William Wong
FirstName LastName