SecProbe.io

September 24, 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
Registration Statement on Form F-1
Filed September 15, 2025
File No. 333-290242
Dear Marc Fogassa:
            We have reviewed your registration statement and have the following comments.
            Please respond to this letter by amending your registration statement and providing
the requested information. 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 any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Registration Statement on Form F-1
Capitalization, page 33
1.We note that your disclosure in the pro forma as adjusted column of 3,564,843
common shares, which have been adjusted for the effect of the reserve stock split,
does not correspond with disclosure in the last paragraph that “the number of common
shares outstanding after completion of this offering is based on 2,764,843 shares…and
excludes…the effect of the proposed reverse stock split”. Please revise the disclosure
inconsistency or explain the difference.

Dilution, page 34
We note you disclosed that if the underwriters exercise their option to purchase
additional common shares in full, the net tangible book value after this offering would
be $10,971,753 or $2.94 per share. These two amounts appear to be based on the 2.

September 24, 2025
Page 2
underwriters’ purchase of 168,000 common shares and $1.6 million incremental net
proceeds, which are inconsistent with the 120,000 common shares and $1.1 million
incremental net proceeds disclosed on page 9.  Please revise or explain the difference.

Please revise the last paragraph to state the correct number of common shares
outstanding after completion of this offering, which appears to be 3,564,843 instead of
2,764,843.  Additionally, disclose to clarify the number of shares used in calculating
your pro forma net tangible book value of $0.78 per share, and your adjusted pro
forma net tangible book value of $2.62 per share.
Major Shareholders, page 113
3.We note that your disclosure on this page of 3,732,843 common shares outstanding
immediately after the offering, including 168,000 common shares if the underwriters
exercise their option to purchase additional shares in full, does not correspond
with the respective 3,684,843 and 120,000 common shares on page 9. Please revise or
explain the difference.

            We remind you that the company and its management are responsible for the accuracy
and adequacy 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 requested effective date of the registration
statement.
            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. 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.