F-1/A: Atlas Critical Minerals Files for Nasdaq Listing, Details Brazil Projects

Atlas Critical Minerals Corporation files an amended registration statement for a public offering of 800,000 shares, seeking Nasdaq listing while detailing its critical minerals exploration and current operational challenges in Brazil.

Summary

• Atlas Critical Minerals Corporation (formerly Jupiter Gold Corporation) is undertaking a firm commitment public offering of 800,000 shares of common stock at an assumed price of $10.00 per share, aiming for a Nasdaq Capital Market listing under the symbol ATCX.
• The company's primary focus is on critical minerals projects in Brazil, including rare earths, graphite, titanium, copper, and nickel, with some mineral rights potentially containing uranium.
• A merger with Apollo Resources Corporation was consummated on November 19, 2024, expanding the company's mineral rights portfolio and changing its name to Atlas Critical Minerals Corporation on December 20, 2024.
• The company reported a net loss of $2,799,353 for the six months ended June 30, 2025, a significant increase from $525,600 in the same period of 2024.
• An accumulated deficit of $11,944,895 was reported as of June 30, 2025, up from $9,145,542 as of December 31, 2024, raising substantial doubt about its ability to continue as a going concern.
• Quartzite operations, currently the sole revenue-generating property, were paused in April 2025 to address drainage plan issues, with an expected resumption by year-end 2025.
• Iron ore operations at the Rio Piracicaba Project, which holds a mining concession, commenced in November 2025 through a lease agreement with a third party, with a minimum contracted mining volume of 50,000 tons per quarter.
• The company has an option to acquire Brazil Mineral Resources Corporation from Atlas Lithium for $8,000,000, payable in cash, common stock, or a combination, which would add 60 mineral rights for various critical minerals.
• Marc Fogassa, Founder, CEO, and Chairman, controls approximately 67.4% of the voting power as of January 2, 2026, making the company a 'controlled company' under Nasdaq rules, though it does not intend to rely on the exemptions.
• Net proceeds from the offering are estimated at $7,187,500, or $8,303,500 if the over-allotment option is fully exercised, to be used for geophysical and metallurgical studies for rare earths and graphite projects, and general working capital.

Sentiment

Score: 3

Explanation: The company faces significant financial challenges, including substantial net losses and an accumulated deficit, raising going concern doubts. While the strategic focus on critical minerals and the Nasdaq listing attempt are positive, current operational delays in its sole revenue-generating asset (quartzite) and the early exploration stage of critical mineral projects indicate high risk and uncertainty. The capital raise is crucial but also highlights the immediate need for funding.

Positives

• The company is strategically focused on critical minerals (rare earths, graphite, titanium, copper, nickel) which are in growing global demand for clean energy, defense, and high-tech applications.
• The Rio Piracicaba iron ore project, holding a mining concession, commenced operations in November 2025, expected to generate revenue through a lease agreement with a third-party miner.
• The company has an option to acquire Brazil Mineral Resources Corporation, which would significantly expand its portfolio of critical mineral rights.
• Initial exploration activities for rare earths and titanium in the Alto Paranaiba Project have shown promising results, with surface samples reaching up to 6,759 ppm TREO and 17.9% TiO2.
• Auger drilling in the Alto Paranaiba Project confirmed mineralization near the surface with minimum thicknesses of 10 meters, showing grades up to 4,078 ppm TREO and 15.5% TiO2.
• The Malacacheta graphite project has identified significant graphite schist bodies with strong characteristics indicative of high-quality flake graphite.
• The company has a diverse portfolio of mineral rights across Brazil, including gold and diamonds, providing future monetization opportunities.
• The company has a strong management team with extensive experience in mining, capital markets, and regulatory compliance in Brazil.

Negatives

• The company incurred a significant net loss of $2,799,353 for the six months ended June 30, 2025, a 333% increase from the $525,600 loss in the prior year period.
• An accumulated deficit of $11,944,895 as of June 30, 2025, and a negative working capital of $620,330, raise substantial doubt about the company's ability to continue as a going concern.
• Quartzite operations, the company's sole revenue-generating property, are currently paused since April 2025 for modifications, impacting current revenue generation.
• The company has a limited operating history in its current business strategy and has not yet realized revenues from critical minerals, making future performance difficult to evaluate.
• Dependence on additional equity or debt financing is high, and there is no assurance that such funding will be available on satisfactory terms or at all.
• The company is an exploration-stage company with no proven mineral reserves as defined by Regulation S-K 1300, meaning funds spent on exploration may be lost.
• Significant concentration risks exist due to all mining activities being exclusively focused on Brazil, making operations vulnerable to local economic, political, and legal conditions.
• The company is dependent on Marc Fogassa, its Founder, CEO, and Chairman, whose loss would have a material adverse effect on the business.
• The company's common stock price has been volatile, with a high of $47.16 and a low of $9.00 in Q4 2025 on the OTCQB, and may continue to fluctuate.

Risks

• Incurred losses since inception, resulting in an accumulated deficit of $9,145,542 as of December 31, 2024, with further losses anticipated.
• Future performance is difficult to evaluate due to a limited operating history, having only begun implementing its current business strategy in 2024.
• Substantial doubt exists about the company's ability to continue as a going concern without additional financing or generating sufficient cash from operations.
• As an exploration stage company, there is no guarantee that properties will result in the commercial extraction of mineral deposits or contain any reserves.
• Risks related to mining, exploration, and mine construction, including unusual geological formations, natural disasters, power outages, labor disruptions, and liability for pollution.
• Long-term success depends on achieving and maintaining profitability and developing positive cash flow from mining activities, which is not assured.
• Inability to access capital and financial markets may limit funding for ongoing operations, business plan execution, or future growth investments.
• Quarterly and annual operating and financial results are likely to fluctuate significantly due to factors like working capital, equipment malfunction, regulatory delays, commodity price fluctuations, and currency exchange rates.
• Inability to find sources of funding when needed could lead to business failure.
• Managing future growth will place strains on financial, technical, operational, and administrative resources.
• Operations and projects are subject to transitional and physical risks related to climate change, including extreme weather events, water shortages, and increased operating costs for low-carbon transition.
• Vulnerability to concentration risks as operations are currently exclusive to Brazil.
• May not realize anticipated benefits of the Option Agreement with Atlas Lithium, or be unable to consummate the transactions if Atlas Lithium requires cash payment and financing is unavailable.
• Dependence on information technology and operational technology systems, which are subject to disruption, damage, failure, or cybersecurity attacks.
• Certain executive officers and directors may be in a position of conflict of interest due to their roles at both Atlas Critical Minerals and Atlas Lithium.
• Mining activities in Brazil are subject to significant governmental regulations, including extensive environmental laws, requiring costly and time-consuming permits.
• Mineral prices are subject to unpredictable fluctuations, affecting the economic viability of exploration properties.
• Dependence on the continued recognition and validity of mineral rights titles, with potential for costly challenges or boundary changes by ANM.
• As a foreign private issuer, the company is permitted to file less information with the SEC than a domestic issuer, potentially offering less protection to shareholders.
• Risk of losing foreign private issuer status, requiring compliance with more extensive U.S. domestic reporting regimes and increased costs.
• Reliance on home country corporate governance practices (Marshall Islands) may afford less protection than Nasdaq standards for U.S. issuers.
• Economic, political, and legal policies, developments, and conditions in Brazil could adversely affect the business.
• Ability to execute the business plan depends on a favorable mining environment in Brazil and the ability to freely sell minerals, which could be affected by changes in government support or trade barriers.
• Exposure to foreign exchange fluctuations and capital controls in Brazil may adversely affect costs, earnings, and asset values.
• Common stock price may be volatile, and there is no assurance of an active, liquid, and orderly trading market.
• Common stock may be considered a 'penny stock' in the future, subjecting it to rules that affect resale ability.
• No intention to pay regular future dividends, meaning stockholders must rely on stock price appreciation for gains.
• Future equity offerings or debt issuances may dilute ownership or introduce restrictive covenants.
• Series A Convertible Preferred Stock concentrates voting control in Marc Fogassa, limiting other stockholders' ability to impact operations.
• Investors in this offering will experience immediate and substantial dilution in net tangible book value.
• Management will have broad discretion over the use of offering proceeds, which may not be used effectively to enhance stockholder value.
• Cannot assure compliance with Nasdaq listing standards following the Reverse Stock Split, risking delisting.
• Management may identify material weaknesses in internal control over financial reporting in the future, adversely affecting investor confidence.
• Incur significant costs as a result of operating as a public company, diverting management time to compliance initiatives.

Future Outlook

The company aims to become a leading supplier of critical minerals, driven by the growing global demand for clean energy, defense, and high-tech applications. It plans to advance its rare earths, titanium, and graphite projects through further exploration, including drilling campaigns and metallurgical studies. The company expects to resume quartzite operations by year-end 2025 and has commenced iron ore operations in November 2025. Future growth and success are dependent on securing additional financing and successfully developing its mineral properties into profitable mining activities.

Management Comments

• "We believe the growing demand for critical minerals needed for clean energy, defense, and high-tech applications present significant long-term opportunities."
• "Our goal is to become a leading company supplying critical minerals."
• "Management will continually evaluate the feasibility of developing all of our critical mineral rights to exploit their potential and create value for our shareholders."
• "We currently expect to resume operations [of quartzite quarry] by year end 2025."
• "Management intends to cover any operating losses by using existing cash and cash equivalents, generating cash flow from our quartzite operation upon recommencement of production currently anticipated in the third quarter of 2025 and, if necessary, selling its equity securities and obtaining debt financing."

Industry Context

The company operates in the critical minerals sector, which is experiencing significant global demand driven by the transition to clean energy (EVs, wind turbines), defense, and high-tech applications. Brazil is positioned as a key player with substantial reserves of rare earths, graphite, titanium, copper, and nickel. Geopolitical tensions, particularly between the U.S. and China, highlight the strategic importance of diversifying critical mineral supply chains. China's dominance in processing and export controls creates opportunities for other nations like Brazil to increase their market share. The company's focus on exploration and potential development of these minerals aligns with global efforts to secure stable and diversified supply. The iron ore market, while mature, remains robust with strong demand from China and India, and Brazil is a major exporter.

Comparison to Industry Standards

• The Alto Paranaiba Project's rare earths and titanium mineralization is located near or adjacent to projects of listed companies Resouro Strategic Minerals Inc. and Equinox Resources Limited, both of whom have publicly disclosed significant concentrations of these minerals, suggesting comparable geological potential.
• The Malacacheta graphite project is located near Nacional de Grafite, a leading graphite producer with over eight decades of experience in the Brazilian market, indicating a favorable geological setting for graphite deposits.
• The Rio Piracicaba iron ore project is immediately adjacent to Vale S.A.'s Agua Limpa iron ore mine, one of the world's top iron ore producers, suggesting the project is in a highly prospective region for iron ore.
• The company's exploration programs follow accepted guidelines under Regulation S-K 1300, aligning with U.S. reporting requirements for mineral properties.
• The company's reliance on imports for critical minerals in the U.S. context (e.g., 100% import-dependent for titanium sponge, 95% for uranium, 44% for graphite from China) underscores the strategic importance of developing domestic or allied-country supplies like Brazil, where the company operates.

Management Changes

Corporate Governance

Legal Proceedings

• The company is not a party to any material legal proceedings.

Related Party Transactions

• The company owes $762,679 to related parties as of June 30, 2025, including $751,015 to Atlas Lithium (intercompany loans with 6.5% annual interest) and $11,665 to Atlas Litio do Brasil Ltda (cost sharing agreement).
• Atlas Lithium holds 26.95% interest in the company as of June 30, 2025.
• Marc Fogassa, CEO and Chairman, is also CEO and Chairman of Atlas Lithium and holds the Series A Convertible Preferred Stock, giving him 51% of total votes.
• Rodrigo Nazareth Menck, CFO, is a director at Atlas Lithium.
• Joel de Paiva Monteiro, Esq., director, is Vice President of Administration, ESG Chief, and Secretary of Atlas Lithium.
• Areli Nogueira da Silva Júnior, director, is Vice President of Mineral Exploration at Atlas Lithium.
• The company entered into an Option Agreement on December 19, 2024, with Atlas Lithium to acquire Brazil Mineral Resources Corporation for $8,000,000, payable in cash or common stock, with Atlas Lithium also receiving a 1.5% perpetual royalty on revenues from acquired mineral rights.
• Issued 66,497 shares of common stock to Atlas Lithium in April 2025 as consideration for granting the Option Agreement, valued at $500,000.

Stakeholder Impact

• **Shareholders:** Potential for significant dilution from the public offering and future equity raises. Existing shareholders will experience immediate dilution in net tangible book value. Marc Fogassa's concentrated voting control limits influence of other shareholders. Nasdaq listing could improve liquidity and visibility, but stock price volatility remains a risk.
• **Employees:** Growth plans will require recruitment, hiring, training, and retention of new personnel. Workforce will be represented by labor unions, subject to collective bargaining agreements, with potential for labor disputes.
• **Customers:** Resumption of quartzite operations will allow for continued supply of quartzite blocks and slabs. Commencement of iron ore operations will provide a new source of supply for the lessee's processing plant.
• **Suppliers:** No material dependence on any single raw material or supplier, suggesting diversified sourcing.
• **Creditors:** The company's going concern doubt and accumulated deficit pose risks. The capital raise aims to improve liquidity and financial stability, which would be positive for creditors.
• **Local Communities in Brazil:** Exploration and mining activities are subject to extensive environmental and social regulations. The company's ESG efforts, including tree planting and road maintenance, aim to create social and economic benefits. Potential for disruption to transport routes and impacts from climate change could affect communities.

Next Steps

• Complete geophysical and metallurgical studies for the Alto Paranaiba Project (rare earths) with an allocation of up to $250,000.
• Complete geophysical and metallurgical studies for the Ipora Project (rare earths) with an allocation of up to $250,000.
• Conduct geophysical studies and an initial drilling campaign for the Malacacheta Project (natural graphite) with an allocation of up to $1,000,000.
• Resume quartzite quarry operations by year-end 2025 after implementing an updated drainage plan.
• Continue to evaluate and potentially develop other critical mineral rights as business and economic conditions warrant.
• Finalize the public offering and secure listing on the Nasdaq Capital Market under the symbol ATCX.
• Potentially exercise the option to acquire Brazil Mineral Resources Corporation from Atlas Lithium, which would add 60 mineral rights.

Key Dates

Recommendation

Atlas Critical Minerals is at a pivotal stage, attempting a Nasdaq listing and public offering to fund critical mineral exploration. While the strategic focus on high-demand critical minerals in Brazil is compelling, the company's significant accumulated losses, negative working capital, and going concern qualification present substantial financial risks. The pause in its sole revenue-generating quartzite operation further exacerbates these concerns. The potential for dilution from the offering and the early-stage nature of its core projects mean that profitability is not assured in the short to medium term. However, the commencement of iron ore operations and the option to acquire additional mineral rights offer future upside. A 'hold' recommendation is appropriate for seasoned investors who understand the high-risk, high-reward nature of exploration-stage mining companies and are willing to monitor progress on exploration results, operational resumption, and financial stability before committing further capital.

Keywords

Critical Minerals, Rare Earths, Graphite, Titanium, Copper, Nickel, Uranium, Iron Ore, Quartzite, Mineral Exploration, Brazil Mining, SEC Filing, F-1/A, Nasdaq Listing, Public Offering, Mining Concession, Exploration Permit, Geophysical Studies, Metallurgical Studies, Reverse Stock Split, Going Concern, Atlas Lithium, ESG, Supply Chain