SEC Comment Letter for ATLAS CRITICAL MINERALS Corp (ATCX) (CIK 0001684688) (ATCX) — Dec 6, 2016
ATLAS CRITICAL MINERALS Corp (ATCX) (CIK 0001684688)
Date: Dec. 6, 2016 · CIK: 0001684688 · Accession: 0000000000-16-103724
AI Filing Summary & Sentiment
Reasoning
Letter
Mail Stop 3561 December 6, 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 Registration Statement on Form F -1 Filed December 1, 2016 File No. 333 -214872
Dear Mr. Fogassa:
We have reviewed your 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 .
Use of Proceeds, page 19
1. In light of the fact at least half of the proceeds from the offering will be used for working capital, please disclose additional detail regarding the elements of working capital.
Exhibit 5.1
2. Please have counsel revise the legal opinion to opine on the laws of the registrant’s jurisdiction of incorporation. See Section II.B.1.c of Staff Legal Bulletin No. 19, available at https://www.sec.gov/interps/legal/cfslb19.htm .
Marc Fogassa Jupiter Gold Corporation December 6, 2016 Page 2
Exhibit 23.1
3. Please make arrangements with your auditors to provide an updated consent that refers to the correct date for their audit report (September 29, 2016).
We remind you that the company and its management are responsible for the accuracy and a dequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the reques ted effective date of the registration statement.
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
December 6, 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
Registration Statement on Form F -1
Filed December 1, 2016
File No. 333 -214872
Dear Mr. Fogassa:
We have reviewed your 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 .
Use of Proceeds, page 19
1. In light of the fact at least half of the proceeds from the offering will be used for working
capital, please disclose additional detail regarding the elements of working capital.
Exhibit 5.1
2. Please have counsel revise the legal opinion to opine on the laws of the registrant’s
jurisdiction of incorporation. See Section II.B.1.c of Staff Legal Bulletin No. 19,
available at https://www.sec.gov/interps/legal/cfslb19.htm .
Marc Fogassa
Jupiter Gold Corporation
December 6, 2016
Page 2
Exhibit 23.1
3. Please make arrangements with your auditors to provide an updated consent that refers to
the correct date for their audit report (September 29, 2016).
We remind you that the company and its management are responsible for the accuracy
and a dequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the reques ted effective date of the registration
statement.
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
Assista nt Director
Office of Beverages, Apparel and
Mining
cc: Jay Weil, Esq.