SecProbe.io

August 5, 2025
Marc Fogassa
Chief Executive Officer
Atlas Critical Minerals Corporation
Rua Antônio de Albuquerque, 156, Suite 1720
Belo Horizonte, Minas Gerais, Brazil, 30112-010
Re:Atlas Critical Minerals Corporation
Amendment No. 2 to Draft Registration Statement on Form F-1
Submitted July 25, 2025
CIK No. 0001684688
Dear Marc Fogassa:
            We have reviewed your amended draft registration statement and have the following
comment(s).
            Please respond to this letter by providing the requested information and either
submitting an amended draft registration statement or publicly filing your registration
statement on EDGAR. If you do not believe a comment applies 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 this letter and your
amended draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, any references to prior comments are to comments in
our July 11, 2025 letter.
Amendment No. 2 to Draft Registration Statement on Form F-1
Prospectus Summary, page 4
Reverse Stock Split, page 5
We note you disclosed that you intend to file a Certificate of Amendment to your
Articles of Incorporation to effect a 10 for 1 reverse stock split of your issued and
outstanding common shares in conjunction with your offering prior to listing your
common stock on Nasdaq.

Please revise your historical financial statements and all other applicable disclosures
in your filing to reflect the effects of the reverse stock split on a retroactive basis for 1.

August 5, 2025
Page 2
all periods presented.
Business, page 38
Atlas Lithium Option Agreement, page 40
2.We note your response to prior comment 7, stating that while the Atlas
Lithium Option Agreement was entered into on December 19, 2024, the payment
consideration of 797,957 common shares equivalent to $500,000 for entering into the
Option Agreement was made and accounted for in fiscal year 2025. However your
disclosure on page 40 appears to suggest that you issued the shares to Atlas Lithium
upon entering into the Option Agreement in December 2024, and Section 2.5 of the
Option Agreement filed as Exhibit 10.4 states that payment consideration shall be
due within two business days of entering into the Option Agreement.

Please address whether you had a contractual payment obligation to Atlas Lithium for
which a liability should have been recorded as of December 31, 2024 based on
Section 2.5 of the Option Agreement, and revise your disclosure and financial
statements as appropriate.
Financial Statements, page F-1
Report of Independent Registered Public Accounting Firm, page F-2
3.Given revisions to the audited financial statements to address the above comment(s),
please have your auditor consider the need to update the audit report.

            Please contact Joseph Klinko at 202-551-3824 or Lily Dang at 202-551-3867 if you
have questions regarding comments on the financial statements and related matters. You may
contact John Coleman at 202-551-3610 for questions regarding the engineering comments.
Please contact Claudia Rios at 202-551-8770 or Irene Barberena-Meissner at 202-551-6548
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:John P. Kennedy, Esq.