SecProbe.io

CORRESP
1
filename1.htm

October
08, 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

    Amendment
    No. 1 to Registration Statement on Form F-1

    Filed
    September 25, 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 30, 2025 (the “Staff
Letter”) with respect to the Company’s Amendment No. 1 to the Registration Statement on Form F-1 submitted to the Commission
on September 25, 2025 (the “Registration Statement”).

We
are concurrently submitting Amendment No. 2 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.

Form
F-1/A1 filed September 25, 2025

Summary
Financial Data, page 11

    1.
    Please
    update your summary financial data on page 11 to include interim financial data as of and for the six months ended June 30, 2025.
    Additionally, update your capitalization table on page 33 and your dilution table on page 34 to comply with Form 20-F Item 3.B and
    Item 9.E.2, respectively, applicable via Form F-1 Item 4.a.

Response:

The
Company respectfully acknowledges the Staff’s comment and advises that the summary financial data on page 11 was updated to include
interim financial data as of and for the six months ended June 30, 2025. We also updated our capitalization table on page 33 and the
dilution table on page 34 to include information arising from the June 30, 2025 financial statements (most recent financial statements).

Management’s
Discussion and Analysis

Liquidity
and Capital Resources, page 35

    2.
    Please
    update your discussion of liquidity and capital resources through June 30, 2025 to comply with Form 20-F Item 5.B.

Response:

The
Company respectfully acknowledges the Staff’s comment and advises the our discussion of liquidity and capital resources was amended
to include disclosure through June 30, 2025.

Financial
Statements

Report
of Independent Registered Public Accounting Firm, page F-2

    3.
    Please
    be reminded that before your registration statement can be declared effective, the auditor’s report will need to be finalized
    including removal of the preface note, signed and dated. Additionally, the auditor’s consent will need to be filed as an exhibit.

Response:

The
Company respectfully acknowledges the Staff’s comment and advises that the Company is aware of the requirement and will include
the final issued auditors’ report in a further amendment to the Form F-1 to enable the registration to be declared effective. The
auditors’ consent will also be filed as an exhibit to the amended registration statement.

*
* *

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