Form F-1MEF ATLAS CRITICAL MINERALS
Tweet
Share
E-mail
As filed with the Securities and Exchange Commission on January 8, 2026.
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM F-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
ATLAS CRITICAL MINERALS CORPORATION
(Exact name of registrant as specified in its charter)
Not Applicable
(Translation of Registrant’s name into English)
| Republic of the Marshall Islands | 1041 | Not Applicable | ||
| (State
or other jurisdiction of incorporation) |
(Primary Standard Industrial Classification Code Number) |
(IRS
Employer Identification No.) |
Atlas Critical Minerals Corporation
Rua Antônio de Albuquerque, 156, Suite 1720
Belo Horizonte, Minas Gerais, Brazil, 30112-010
(888) 412-0210
(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)
Marc Fogassa
Chief Executive Officer
Rua Antônio de Albuquerque, 156, Suite 1720
Belo Horizonte, Minas Gerais, Brazil, 30112-010
(888) 412-0210
(Name, address, including zip code, and telephone number, including area code, of agent for service)
With copies to:
Daniel Rumsey, Esq. John P. Kennedy, Esq. Disclosure Law Group, a Professional Corporation 655 West Broadway, Suite 870 San Diego, CA 92101 (619) 272-7050 |
Era Anagnosti, Esq DLA Piper LLP (US) 500 Eighth Street, NW Washington, DC 20004 (202) 799-4087 |
Michael S. Timpone, Esq. Sophia Agathis, Esq. Holland & Knight LLP 787 Seventh Avenue, 31st floor New York, NY 10019 (212) 513-3466 |
Leslie Marlow, Esq. Patrick Egan, Esq. Blank Rome LLP 1271 Avenue of the Americas New York, NY 10020 (212) 885-5000 |
Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after the effective date of this Registration Statement
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒ (File No. 333-290242)
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933. ☐
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 7(a)(2)(B) of the Securities Act. ☐
† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
This Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) promulgated under the Securities Act.
EXPLANATORY NOTE AND INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
Atlas Critical Minerals Corporation (the “Registrant”) is filing this registration statement with the U.S. Securities and Exchange Commission (the “Commission”) pursuant to Rule 462(b) (“Rule 462(b)”) under the U.S. Securities Act of 1933, as amended. This registration statement relates to the Registrant’s prior registration statement on Form F-1 (File No. 333-290242), which was declared effective by the Commission on January 8, 2026 (the “Prior Registration Statement”).
The Registrant is filing this registration statement for the sole purpose of registering the sale of an additional $1,966,960 of shares of common stock, par value $0.001 per share (the “Common Stock”), of the Registrant, which includes (i) $240,000 of shares of Common Stock that may be sold as part of the underwriters’ option to purchase additional shares of Common Stock, and (ii) $126,960 of shares of Common Stock issuable upon exercise of the warrant to purchase shares of Common Stock issued to the underwriters. The additional shares of Common Stock that are being registered for sale are in an amount and at a price that together represents no more than 20% of the maximum aggregate offering price set forth in the Calculation of Registration Fee table contained in the Prior Registration Statement. The information set forth in the Prior Registration Statement, and all exhibits to the Prior Registration Statement, are hereby incorporated by reference into this registration statement.
The required opinion and consents are listed on the Exhibit Index attached hereto and filed herewith.
CERTIFICATION
The Registrant hereby (i) undertakes to pay the Commission the filing fee set forth on the Filing Fee Table filed as Exhibit 107 of this registration statement by a wire transfer of such amount as soon as practicable (but no later than the close of business on January 8, 2026) and (ii) certifies that it has sufficient funds in the relevant account to cover the amount of such filing fee.
EXHIBIT INDEX
| II-1 |
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Belo Horizonte, state of Minas Gerais, of Brazil, on January 8, 2026.
| Atlas Critical Minerals Corporation | ||
| By: | /s/ Marc Fogassa | |
| Marc Fogassa | ||
| Chief Executive Officer | ||
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated below:
| Signature | Title | Date | ||
| /s/ Marc Fogassa | Chief Executive Officer and Chairman of the Board | January 8, 2026 | ||
| Marc Fogassa | (Principal Executive Officer) | |||
| /s/ Rodrigo Nazareth Menck | Chief Financial Officer and Treasurer | January 8, 2026 | ||
| Rodrigo Nazareth Menck | (Principal Financial and Accounting Officer) | |||
| * | Vice-President of Administration and | January 8, 2026 | ||
| Joel de Paiva Monteiro, Esq. | Operations, Chief Compliance Officer, Secretary and Director | |||
| * | Vice-President, Mineral Exploration | January 8, 2026 | ||
| Areli Nogueira da Silva Júnior | and Director | |||
| * | Independent Director | January 8, 2026 | ||
| Agenor Narcizo Drumond de Cuculicchio, Esq. | ||||
| * | Independent Director | January 8, 2026 | ||
| Gabriel Santos Cordeiro de Andrade, Esq. |
| *By: | /s/ Marc Fogassa | |
| Marc Fogassa, Attorney-In-Fact |
| II-2 |
ATTACHMENTS / EXHIBITS
Serious News for Serious Traders! Try StreetInsider.com Premium Free!
You May Also Be Interested In
- Steelworkers union welcomes good news for future of Quebec’s copper industry
- Belden Announces Pricing of $1.85 Billion Senior Secured Term Loan B Facility
- In its 25th Year, Giftcards.com Attracts 28 Million Annual Visitors and Nearly 500 Brand Partners
Create E-mail Alert Related Categories
SEC FilingsSign up for StreetInsider Free!
Receive full access to all new and archived articles, unlimited portfolio tracking, e-mail alerts, custom newswires and RSS feeds - and more!
