SEC Comment Letter 0000000000-22-012382 to Atlas Lithium Corp (ATLX)
Atlas Lithium Corp
Date: Nov. 15, 2022 · CIK: 0001540684 · Accession: 0000000000-22-012382
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-262399
Letter
United States securities and exchange commission logo November 15, 2022 Marc Fogassa Chief Executive Officer and Chairman of the Board Atlas Lithium Corporation Rua Bahia, 2463, Suite 205 Belo Horizonte, Minas Gerais 30.160-012 Brazil Re:Atlas Lithium Corporation Amendment No. 5 to Registration Statement on Form S-1 Filed November 1, 2022 File No. 333-262399 Dear Marc Fogassa: We have reviewed your amended 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 amending your registration statement and providing the requested information. 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 any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments. Amendment No.5 to Registration Statement on Form S-1 Risk Factors Our stock price may be volatile, and you could lose all or part of your investment., page 16 1.You disclose that "the trading price of your common stock following this offering may fluctuate substantially and may be higher or lower than the public offering price. This may be especially true for companies with a small public float." You further disclose that "the stock market in general, and the market for technology companies in particular, have experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of those companies." We note recent instances of extreme stock price run-ups followed by rapid price declines and stock price volatility seemingly unrelated to company performance following a number of recent
FirstName LastNameMarc Fogassa Comapany NameAtlas Lithium Corporation November 15, 2022 Page 2 FirstName LastName Marc Fogassa Atlas Lithium Corporation November 15, 2022 Page 2 initial public offerings, particularly among companies with relatively smaller public floats. Please revise this risk factor to address the potential for rapid and substantial price volatility and any known factors particular to your offering that may add to this risk and discuss the risks to investors when investing in stock where the price is changing rapidly. Clearly state that such volatility, including any stock-run up, may be unrelated to your actual or expected operating performance and financial condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of your stock. You may contact John Coleman, Mining Engineer, at 202-551-3610 or Craig Arakawa, Accounting Branch Chief, at 202-551-3650 if you have questions regarding engineering comments. Please contact Timothy S. Levenberg, Special Counsel, at 202-551-3707 or Loan Lauren Nguyen, Legal Branch Chief, at 202-551-3642 with any other questions. Sincerely, Division of Corporation Finance Office of Energy & Transportation cc: Lynne Bolduc, Esq.
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United States securities and exchange commission logo
November 15, 2022
Marc Fogassa
Chief Executive Officer and Chairman of the Board
Atlas Lithium Corporation
Rua Bahia, 2463, Suite 205
Belo Horizonte, Minas Gerais 30.160-012
Brazil
Re:Atlas Lithium Corporation
Amendment No. 5 to Registration Statement on Form S-1
Filed November 1, 2022
File No. 333-262399
Dear Marc Fogassa:
We have reviewed your amended 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 amending your registration statement and providing the
requested information. 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 any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Amendment No.5 to Registration Statement on Form S-1
Risk Factors
Our stock price may be volatile, and you could lose all or part of your investment., page 16
1.You disclose that "the trading price of your common stock following this offering may
fluctuate substantially and may be higher or lower than the public offering price. This may
be especially true for companies with a small public float." You further disclose that "the
stock market in general, and the market for technology companies in particular, have
experienced extreme price and volume fluctuations that have often been unrelated or
disproportionate to the operating performance of those companies." We note recent
instances of extreme stock price run-ups followed by rapid price declines and stock price
volatility seemingly unrelated to company performance following a number of recent
FirstName LastNameMarc Fogassa
Comapany NameAtlas Lithium Corporation
November 15, 2022 Page 2
FirstName LastName
Marc Fogassa
Atlas Lithium Corporation
November 15, 2022
Page 2
initial public offerings, particularly among companies with relatively smaller public
floats. Please revise this risk factor to address the potential for rapid and substantial price
volatility and any known factors particular to your offering that may add to this risk and
discuss the risks to investors when investing in stock where the price is changing rapidly.
Clearly state that such volatility, including any stock-run up, may be unrelated to your
actual or expected operating performance and financial condition or prospects, making it
difficult for prospective investors to assess the rapidly changing value of your stock.
You may contact John Coleman, Mining Engineer, at 202-551-3610 or Craig
Arakawa, Accounting Branch Chief, at 202-551-3650 if you have questions regarding
engineering comments. Please contact Timothy S. Levenberg, Special Counsel, at 202-551-3707
or Loan Lauren Nguyen, Legal Branch Chief, at 202-551-3642 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc: Lynne Bolduc, Esq.