SecProbe.io

CORRESP
 1
 filename1.htm

 December
17, 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, Irene Barberena-Meissner, and John Coleman

 Re:
Atlas Critical Minerals Corporation

 Amendment
No. 4 to Registration Statement on Form F-1

 Filed
December 8, 2025

 File
No. 333-290242

 Ladies
and Gentlemen:

 This
letter is submitted by 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 December 12, 2025 (the " Staff Letter ")
with respect to the Company's Amendment No. 4 to the Registration Statement on Form F-1 submitted to the Commission on December
8, 2025 (the " Registration Statement ").

 We
are concurrently submitting Amendment No. 5 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.

 Amendment
No. 4 to Registration Statement on Form F-1

 Exhibit
Index

 23.5,
page II-4

 1. We
 note that you filed as Exhibit 23.5 written consents from qualified persons associated with
 the technical report summary for the Rio Piracicaba property, identifying Orlando Garcia
 Rocha Filho and Bruno Vieira Pereira. However, a third person, Volodymyr Myadzel, is listed
 on page 9 of the technical report summary as "classifying" the resource. In previous
 revisions of the technical report summary, all three individuals were listed as qualified
 persons on the cover page.

 Please
explain to us why the qualified persons identified on the cover page of the Rio Piracicaba technical report summary have changed, and
unless one or both of those identified will be taking responsibility for classifying the resource (with a corresponding edit on page
9), please also obtain and file a consent from Volodymyr Myadzel.

 The
Company respectfully acknowledges the Staff's comment and advises the Staff that, since the June 16, 2025 update of the technical
report summary for the Rio Piracicaba property ("Rio Piracicaba TRS"), Orlando Garcia Rocha Filho and Bruno Vieira Pereira
are the only two qualified persons responsible for the preparation of the report. We further advise the Staff that Orlando Garcia Rocha
Filho is the qualified person responsible for the resource classification in the Rio Piracicaba TRS. The reference to Mr. Volodymyr Myadzel
in the report was an old reference that was inadvertently left in. We have revised the Rio Piracicaba TRS to remove the reference to
Mr. Myadzel and refiled Exhibit 96.1 as corrected.

 Exhibits

 2. Please
 file an updated auditor's consent for the auditor's report on page F-19 dated
 August 3, 2024 and signed by Pipara & Co LLP related to the financial statements of Apollo
 Resources Corporation.

 The
Company respectfully acknowledges the Staff's comment and advises the Staff that it has filed the auditor's consent related
to its report for the financial statements of Apollo Resources Corporation as Exhibit 23.7 to the latest amendment to the Form F-1.

 3. Please
 file a revised legality opinion that clearly states it is counsel's opinion that the
 Representative's Warrant Shares when issued upon exercise of the warrants will be validly
 issued, fully paid, and non-assessable.

 In
response to the Staff's comment, a revised Exhibit 5.1 legal opinion has been filed with the latest amendment to the Form F-1.

 General

 4. Please
 explain why compensation and related disclosures for Brian W. Bernier were removed from your
 prospectus or alternatively, restore these disclosures. Refer to Item 402(a)(3) of Regulation
 S-K.

 We
respectively advise the Staff that Mr. Bernier is not a senior manager of the Company as that term is defined in Form 20-F, and therefore
he is no longer listed as a member of the management team under the "Senior Management and Directors" heading on page 105
of the latest amendment of the Form F-1 filed with the SEC. The determination of who is a member of a senior management of the Company
is based primarily on the functions performed by such member of senior management, rather than their title. Please see related discussion
in SEC's Release No.33-7745 (September 30, 2000) (the "SEC Release"). Moreover, the SEC Release made it clear that
it removed the references that a member of senior management would correspond to an "executive officer" in the United States.
In addition, Item 7.B. of Form 20-F characterizes key management personnel as those persons "having authority and responsibility
for planning, directing and controlling the activities of the company, including directors and senior management of companies…"
Mr. Bernier's functions in his role as Vice President, Corporate Development and Investor Relations, do not carry responsibilities
of planning, directing and controlling the activities of the Company. Mr. Bernier serves primarily as the first corporate resource to
address questions by existing and prospective investors. As such, disclosure of Mr. Brenier's compensation pursuant to Item 6.B.
of Form 20-F is no longer included in the registration statement.

 Should
the Staff have any questions or require any additional information, please do not hesitate to contact our securities counsel, Era Anagnosti
at 202-799-4087, or the undersigned at 213-321-6065.

 Sincerely,

 /s/
Marc Fogassa

 Marc
Fogassa

 Chief
Executive Officer

 Atlas
Critical Minerals Corporation

 cc:
Era Anagnosti, Esq.