SEC Comment Letter for ATLAS CRITICAL MINERALS Corp (ATCX) (CIK 0001684688) (ATCX) — Nov 18, 2016
ATLAS CRITICAL MINERALS Corp (ATCX) (CIK 0001684688)
Date: Nov. 18, 2016 · CIK: 0001684688 · Accession: 0000000000-16-101603
AI Filing Summary & Sentiment
Reasoning
Letter
Mail Stop 3561 November 18, 2016 Via E -mail Marc Fogassa Chief Executive Officer Jupiter Gold Corporation Rua Vereador João Alves Praes nº 95 -A Olhos D'Água, MG 39398 -000, Brazil
Re: Jupiter Gold Corporation Amendment No. 1 to Draft Registration Statement on Form F -1 Submitted November 10, 2016 CIK No. 0001684688
Dear Mr. Fogassa:
We have reviewed your amended 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 stateme nt 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. Unless we note otherwise, our references to prior comments are to comments in our October 27, 2016 lette r.
General
1. We note the reduction in the size of the offering in response to comment 3. As previously requested, please also provide us with an analysis of why you believe this selling shareholder offering is not by or on behalf of the issuer in light of the relationship between Jupiter Gold and the selling shareholder, the circumstances under which the shares were issued and the amount of time that the selling shareholder has held the shares. For guidance related to the relationship between the company and the selling shareholder please also note Securities Act Rules C&DI 212.15 available at https://www.sec.gov/divisions/corpfin/guidance/securitiesactrules -interps.htm , which further clarifies that the parent company is unable to conduct an offering under Rule
Marc Fogassa Jupiter Gold Corporation November 18, 2016 Page 2
415(a)(1)(i). If the parent chooses to go forward with this offering, it would have to price the offering, either at a fixed price or a range, subject to c ompliance with Rule 430A, and would have to disclose that Brazil Minerals is an underwriter .
Use of Proceeds, page 19
2. Please disclose the amount(s) allocated to the working capital and additional reserves at each level of proceeds raised.
3. We reissue co mment 12. We note the disclosure in this section and in the risk factors section that you retain broad discretion as to the allocation of the net proceeds from the offering. The company may reserve the right to change the use of proceeds, provided that s uch reservation is due to certain contingencies that are discussed specifically and the alternatives to such use in that event are indicated. Please revise.
Business, page 25
Our Gold Properties, page 31
4. We note your response to comment 18 indicating y our draft has been edited in response to our comment. However we note that sections II.1 through II.6 all state “the current status level within DNPM is that of Exploration Permit request ("Requerimento de Resquisa"). Please see item III.1 for details on the various status levels.” Please clarify that the permit status levels are found in section IV.1 and not III.1 and define the permit classification for Requerimento de Resquisa.
Consultants, page 51
5. Please file a consent of expert from Mr. Francescat to as an exhibit to the registration statement. Mr. Francescatto’s consent should agree with the statements attributable to him in the prospectus and consent to being named in the prospectus.
Common Stock Ownership of Certain Beneficial Owners and Mana gement, page 52
6. Please add a separate column to the table to reflect the percentage ownership including the preferred stock voting rights.
Marc Fogassa Jupiter Gold Corporation November 18, 2016 Page 3
You may contact Blaise Rhodes at (202) 551 -3774 or Rufus Decker at (202) 551 -3769 if you have questions regarding comments on the financial statements and related matters. You may contact George Schuler at (202) 551 -3718 if you have questions regarding mining engineering comments and related matters. Please contact Ronald E. Alper at (202) 551 -3329 or Pam Howell at (202) 551 -3357 with any other questions.
Sincerely,
/s/ Pamela Howell
for
Show Raw Text
Mail Stop 3561
November 18, 2016
Via E -mail
Marc Fogassa
Chief Executive Officer
Jupiter Gold Corporation
Rua Vereador João Alves Praes nº 95 -A
Olhos D'Água, MG 39398 -000, Brazil
Re: Jupiter Gold Corporation
Amendment No. 1 to Draft Registration Statement on Form F -1
Submitted November 10, 2016
CIK No. 0001684688
Dear Mr. Fogassa:
We have reviewed your amended 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 stateme nt 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. Unless we note otherwise, our references to prior comments are to comments in our
October 27, 2016 lette r.
General
1. We note the reduction in the size of the offering in response to comment 3. As
previously requested, please also provide us with an analysis of why you believe this
selling shareholder offering is not by or on behalf of the issuer in light of the relationship
between Jupiter Gold and the selling shareholder, the circumstances under which the
shares were issued and the amount of time that the selling shareholder has held the
shares. For guidance related to the relationship between the company and the selling
shareholder please also note Securities Act Rules C&DI 212.15 available at
https://www.sec.gov/divisions/corpfin/guidance/securitiesactrules -interps.htm , which
further clarifies that the parent company is unable to conduct an offering under Rule
Marc Fogassa
Jupiter Gold Corporation
November 18, 2016
Page 2
415(a)(1)(i). If the parent chooses to go forward with this offering, it would have to price
the offering, either at a fixed price or a range, subject to c ompliance with Rule 430A, and
would have to disclose that Brazil Minerals is an underwriter .
Use of Proceeds, page 19
2. Please disclose the amount(s) allocated to the working capital and additional reserves at
each level of proceeds raised.
3. We reissue co mment 12. We note the disclosure in this section and in the risk factors
section that you retain broad discretion as to the allocation of the net proceeds from the
offering. The company may reserve the right to change the use of proceeds, provided
that s uch reservation is due to certain contingencies that are discussed specifically and the
alternatives to such use in that event are indicated. Please revise.
Business, page 25
Our Gold Properties, page 31
4. We note your response to comment 18 indicating y our draft has been edited in response
to our comment. However we note that sections II.1 through II.6 all state “the current
status level within DNPM is that of Exploration Permit request ("Requerimento de
Resquisa"). Please see item III.1 for details on the various status levels.” Please clarify
that the permit status levels are found in section IV.1 and not III.1 and define the permit
classification for Requerimento de Resquisa.
Consultants, page 51
5. Please file a consent of expert from Mr. Francescat to as an exhibit to the registration
statement. Mr. Francescatto’s consent should agree with the statements attributable to
him in the prospectus and consent to being named in the prospectus.
Common Stock Ownership of Certain Beneficial Owners and Mana gement, page 52
6. Please add a separate column to the table to reflect the percentage ownership including
the preferred stock voting rights.
Marc Fogassa
Jupiter Gold Corporation
November 18, 2016
Page 3
You may contact Blaise Rhodes at (202) 551 -3774 or Rufus Decker at (202) 551 -3769 if
you have questions regarding comments on the financial statements and related matters. You
may contact George Schuler at (202) 551 -3718 if you have questions regarding mining
engineering comments and related matters. Please contact Ronald E. Alper at (202) 551 -3329 or
Pam Howell at (202) 551 -3357 with any other questions.
Sincerely,
/s/ Pamela Howell
for
John Reynolds
Assistant Director
Office of Beverages, Apparel and
Mining
cc: Jay Weil, Esq.