SecProbe.io

CORRESP
1
filename1.htm

September
25, 2025

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

Office
of Energy & Transportation

100
F Street, NE

Washington,
D.C. 20549

Attn:
Joseph Klinko, Lily Dang, Claudia Rios and Irene Barberena-Meissner

    Re:
    Atlas
    Critical Minerals Corporation

    Registration
    Statement on Form F-1

    Filed
    September 15, 2025

    File
    No. 333-290242

Ladies
and Gentlemen:

This
letter is submitted on behalf of Atlas Critical Minerals Corporation (the “Company”) in response to the comments from
the staff of the Division of Corporation Finance, Office of Energy & Transportation (the “Staff”), of the Securities
and Exchange Commission (the “Commission”) in a letter to the Company dated September 24, 2025 (the “Staff
Letter”) with respect to the Company’s Registration Statement on Form F-1 submitted to the Commission on September 15,
2025 (the “Registration Statement”).

We
are concurrently submitting Amendment No. 1 to the Registration Statement (the “Amendment “) which reflects changes
made in response to the Staff Letter and certain other changes.

For
ease of reference, each of the Staff’s comments is indicated in this letter in italics, followed by the Company’s responses
thereto.

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.

Response:

The
Company respectfully acknowledges the Staff’s comment as well as the error. As a result, the last sentence of the paragraph
“the effect of the proposed Reverse Stock Split” has been removed from the Amendment, as the numbers were adjusted
to reflect the reverse stock split.

Dilution,
page 34

    2.
    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 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.

Response:

The
Company respectfully acknowledges the Staff’s comment and advises that the disclosure on page 34 of the Amendment to adjust
the net tangible book value after the offering was executed to reflect the additional 120,000 instead of 168,000 and $1.1
million instead of $1.6 million.

With
respect to last paragraph, the disclosure was amended to reflect that the number of shares of our common stock outstanding after the
completion of the offering will be 3,564,843, which is based on 2,764,843 shares of our common stock outstanding as of September
9, 2025, plus 800,000 shares of common stock proposed to be issued in the offering.

With
respect to the pro forma net tangible book value per share, it is based on 2,764,843 outstanding shares of common stock as of September
9, 2025 and text was added to the Amendment to clarify the disclosure.

Regarding
the adjusted pro forma net tangible book value per share, the disclosure is based on 3,564,843 outstanding shares of common stock
after consummation of the offering. Additional disclosure has been added to the Amendment to clarify the discrepancy.

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.

Response:

The
Company respectfully acknowledges the Staff’s comment and advises that the disclosure referenced above has been adjusted
to reflect 3,684,843 shares of our common stock outstanding immediately after consummation of the offering, after giving
effect to the exercise in full of the option by the underwriters.

We
have also included the financial statements for the period ended
June 30, 2025, and related disclosure.

As
indicated in a conversation with Claudia Rios on September 23, 2025, the Company’s objective is to clear all staff comments and
request acceleration on or around October 8, 2025. As a result, we would greatly appreciate the assistance of the Staff in clearing all
comments and achieving the Company’s objective in meeting its timeline.

*
* *

Should
the Staff have any questions or require any additional information, please do not hesitate to contact the undersigned at 619-272-7062,
or Jack Kennedy 619-272-7064.

    Sincerely,

    /s/
    Daniel W. Rumsey

    Daniel
    W. Rumsey

    Managing
    Director

    Disclosure
    Law Group, a Professional Corporation

    cc:
    Marc
                                            Fogassa

    Chairman
    and Chief Executive Officer

    Atlas
    Critical Minerals Corporation