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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. |
For
the quarterly period ended
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. |
For the transition period from ____________ to ____________
Commission
File Number
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of | (IRS Employer | |
| incorporation or organization) | Identification No.) |
(Address of principal executive offices, including zip code)
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| The
|
Indicate
by check mark whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Indicate
by check mark whether the registrant has submitted every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation
S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit
and post such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or, an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company,” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| ☒ | Smaller reporting company | ||
| Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No
As of August 10, 2026, there were outstanding shares of the registrant’s common stock.
TABLE OF CONTENTS
| 2 |
CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS
This Quarterly Report on Form 10-Q (this “Quarterly Report”) contains forward-looking statements. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements other than statements of historical fact contained in this Quarterly Report are forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “could,” “intend,” “target,” “project,” “contemplate,” “believe,” “estimate,” “predict,” “potential”, or “continue” or the negative of these terms or other similar expressions. However, the absence of these terms does not mean that the statement is not a forward-looking statement. Forward-looking statements in this Quarterly Report include, without limitation, statements regarding: our current expectations for our future results of operations and financial position; the planned development of our processing facility and our production capabilities; the advancement and development of the Minas Gerais Lithium Project; our ability to effectively process minerals and achieve commercial grade at scale; whether the Company’s exploration targets will ultimately be developed into mineral reserves; the timing and amount of any future production; risks and hazards inherent in the mining business (including risks inherent in exploring, developing, constructing and operating mining projects, environmental hazards, industrial accidents, weather or geologically related conditions); our ability to realize the benefits of our transactions with Mitsui & Co., Ltd; uncertainty about our ability to obtain required capital to execute our business plan and repay our obligations as they come due; volatility in the market prices of lithium and lithium products and demand for such products; the impact of U.S. tariffs on Brazilian imports, including the imposition of reciprocal tariffs or other retaliatory trade measures; geopolitical conflicts and military actions, including the ongoing conflict between the United States and Iran and associated risks to global markets, including energy markets; the potential success or positive outlook regarding any exploratory, developmental and production activities; our ability to obtain permits or otherwise comply with legal and regulatory requirements related to our projects and activities; and our ability to find and retain technical employees and consultants. These statements involve known and unknown risks, uncertainties and other important factors that may cause actual results, performance or achievements to differ materially from any future results, performance or achievement expressed or implied by these forward-looking statements.
The forward-looking statements in this Quarterly Report are based largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. These forward-looking statements speak only as of the date of this Quarterly Report and are subject to a number of important factors that could cause actual results to differ materially from those in the forward-looking statements, therefore you should not unduly rely on these statements. Factors that could cause future results to materially differ from those projected, anticipated or expected in forward-looking statements include, but are not limited to: unprofitable efforts resulting not only from the failure to discover additional mineral deposits, but also from finding mineral deposits that, though present, are insufficient in quantity and quality to return a profit from production; uncertainty that mineral resources will be converted into mineral reserves or that mineral reserves will be mined as planned; market fluctuations; government regulations, including regulations relating to royalties, allowable production, importing and exporting of minerals, including tariffs or other trade barriers, and environmental protection; competition; the loss of services of key personnel; unusual or infrequent weather phenomena, sabotage, government or other interference in the maintenance or provision of infrastructure as well as general economic conditions; and the factors described under the sections in this Quarterly Report titled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other of our filings made with the Securities and Exchange Commission (the “SEC”). Additional information regarding risk factors that may affect us is included in our Annual Report on Form 10-K/A for fiscal year ended December 31, 2025 (the “2025 Annual Report”) filed with the SEC on August 14, 2026. The risk factors contained in our 2025 Annual Report are updated by us from time to time in Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and other filings that we make with the SEC.
You should read this Quarterly Report and the documents that we reference in this Quarterly Report completely and with the understanding that our actual future results may be materially different from what we expect. Given these uncertainties, we caution you not to place undue reliance on these forward-looking statements. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances or otherwise.
| 3 |
PART I - FINANCIAL INFORMATION
Item 1 FINANCIAL STATEMENTS
ATLAS LITHIUM CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
June 30, 2026 and December 31, 2025
| June 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
(UNAUDITED) |
||||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Accounts receivable | ||||||||
| Inventories | ||||||||
| Taxes recoverable | ||||||||
| Derivative assets | ||||||||
| Prepaid and other current assets | ||||||||
| Total current assets | ||||||||
| Taxes recoverable | ||||||||
| Property and equipment, net | ||||||||
| Intangible assets, net | ||||||||
| Right of use assets - operating leases, net | ||||||||
| Other assets | ||||||||
| Total assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Current liabilities: | ||||||||
| Accounts payable and accrued expenses | $ | $ | ||||||
| Derivative liabilities | ||||||||
| Convertible debt | ||||||||
| Operating lease liabilities | ||||||||
| Other current liabilities | ||||||||
| Total current liabilities | ||||||||
| Operating lease liabilities | ||||||||
| Deferred consideration from royalties sold | ||||||||
| Other noncurrent liabilities | ||||||||
| Total liabilities | ||||||||
| Stockholders’ equity: | ||||||||
| Series A preferred stock, $ par value. shares authorized; share issued and outstanding as of June 30, 2026 and December 31, 2025 | ||||||||
| Common stock, $ par value. and shares authorized as of June 30, 2026 and December 31, 2025, respectively and and shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated other comprehensive loss | ( |
) | ( |
) | ||||
| Cumulative adjustment of the valuation of fin. instruments | ||||||||
| Accumulated deficit | ( |
) | ( |
) | ||||
| Total Atlas Lithium Co. stockholders’ equity | ||||||||
| Noncontrolling interest | ||||||||
| Total stockholders’ equity | ||||||||
| Total liabilities and stockholders’ equity | $ | $ | ||||||
The accompanying notes are an integral part of the condensed consolidated financial statements.
| 4 |
ATLAS LITHIUM CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(UNAUDITED)
For the Three and Six Months Ended June 30, 2026 and 2025
| Three months ending June 30 | Six months ending June 30 | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Gross revenues | ||||||||||||||||
| Sales deductions | ( |
) | ( |
) | ( |
) | ||||||||||
| Net revenue | ||||||||||||||||
| Cost of revenue | ( |
) | ( |
) | ( |
) | ||||||||||
| Gross profit (loss) | ( |
) | ( |
) | ||||||||||||
| Operating expenses | ||||||||||||||||
| General and administrative expenses | ||||||||||||||||
| Stock-based compensation | ||||||||||||||||
| Exploration | ||||||||||||||||
| Other operating expenses | ||||||||||||||||
| Total operating expenses | ||||||||||||||||
| Loss from operations | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Other (expense) income | ||||||||||||||||
| Other (expense) income | ( |
) | ( |
) | ||||||||||||
| Fair value adjustments, net | ||||||||||||||||
| Finance (costs) income | ( |
) | ( |
) | ||||||||||||
| Total other (expense) income | ( |
) | ( |
) | ||||||||||||
| Loss before provision for income taxes | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Income taxes | ||||||||||||||||
| Net loss | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Loss attributable to noncontrolling interest | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Net loss attributable to Atlas Lithium Corporation stockholders | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||
| Basic and diluted loss per share | ||||||||||||||||
| Net loss per share attributable to Atlas Lithium Corporation common stockholders | $ | ) | $ | ) | $ | ) | $ | ) | ||||||||
| Weighted-average number of common shares outstanding: | ||||||||||||||||
| Basic and diluted | ||||||||||||||||
| Comprehensive loss: | ||||||||||||||||
| Net loss | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||
| Other comprehensive results | ( |
) | ||||||||||||||
| Comprehensive loss | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Comprehensive results attributable to noncontrolling interests | ( |
) | ( |
) | ||||||||||||
| Comprehensive loss attributable to Atlas Lithium Corporation stockholders | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||
The accompanying notes are an integral part of the condensed consolidated financial statements.
| 5 |
ATLAS LITHIUM CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(UNAUDITED)
For the Three Months Ended June 30, 2026 and 2025
| Cumulative | ||||||||||||||||||||||||||||||||||||||||
| Adjustment | ||||||||||||||||||||||||||||||||||||||||
| Series A | Accumulated | of the | Total | |||||||||||||||||||||||||||||||||||||
| Preferred | Additional | Other | Valuation | Non | Stockholders’ | |||||||||||||||||||||||||||||||||||
| Stock | Common Stock | Paid-in | Comprehensive | of Fin. | Accumulated | controlling | Equity | |||||||||||||||||||||||||||||||||
| Shares | Value | Shares | Value | Capital | Loss | Instruments | Deficit | Interests | (Deficit) | |||||||||||||||||||||||||||||||
| Balance, March 31, 2025 | $ | $ | $ | $ | ( |
) | $ | $ | ( |
) | $ | $ | |
|||||||||||||||||||||||||||
| Issuance of common stock in connection with sales made under private offerings | - | |||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | - | |||||||||||||||||||||||||||||||||||||||
| Adjustment of the valuation of fin. instruments | - | - | ||||||||||||||||||||||||||||||||||||||
| Other changes in noncontrolling interest | - | - | ( |
) | ||||||||||||||||||||||||||||||||||||
| Change in foreign currency translation | - | - | ||||||||||||||||||||||||||||||||||||||
| Net loss | - | - | ( |
) | ( |
) | ( |
) | ||||||||||||||||||||||||||||||||
| Balance, June 30, 2025 | $ | $ | $ | $ | ( |
) | $ | $ | ( |
) | $ | $ | ||||||||||||||||||||||||||||
| Balance, March 31, 2026 | $ | $ | $ | $ | ( |
) | $ | $ | ( |
) | $ | $ | ||||||||||||||||||||||||||||
| Issuance of common stock in connection with sales made under private offerings | - | |||||||||||||||||||||||||||||||||||||||
| Stock based compensation | - | |||||||||||||||||||||||||||||||||||||||
| Adjustment of the valuation of fin. instruments | - | - | ( |
) | ( |
) | ||||||||||||||||||||||||||||||||||
| Other changes in noncontrolling interest | - | - | ( |
) | ||||||||||||||||||||||||||||||||||||
| Change in foreign currency translation | - | - | ( |
) | ||||||||||||||||||||||||||||||||||||
| Net loss | - | - | ( |
) | ( |
) | ( |
) | ||||||||||||||||||||||||||||||||
| Balance, June 30, 2026 | $ | $ | $ | $ | ( |
) | $ | $ | ( |
) | $ | $ | ||||||||||||||||||||||||||||
For the Six Months Ended June 30, 2026 and 2025
| Cumulative | ||||||||||||||||||||||||||||||||||||||||
| Adjustment | ||||||||||||||||||||||||||||||||||||||||
| Series A | Accumulated | of the | Total | |||||||||||||||||||||||||||||||||||||
| Preferred | Additional | Other | Valuation | Non | Stockholders’ | |||||||||||||||||||||||||||||||||||
| Stock | Common Stock | Paid-in | Comprehensive | of Fin. | Accumulated | controlling | Equity | |||||||||||||||||||||||||||||||||
| Shares | Value | Shares | Value | Capital | Loss | Instruments | Deficit | Interests | (Deficit) | |||||||||||||||||||||||||||||||
| Balance, December 31, 2024 | $ | $ | $ | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | $ | |
|||||||||||||||||||||||||
| Issuance of common stock in connection with sales made under private offerings | - | |||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | - | |||||||||||||||||||||||||||||||||||||||
| Adjustment of the valuation of fin. instruments | - | - | ||||||||||||||||||||||||||||||||||||||
| Other changes in noncontrolling interest | - | - | ( |
) | ||||||||||||||||||||||||||||||||||||
| Change in foreign currency translation | - | - | ||||||||||||||||||||||||||||||||||||||
| Net loss | - | - | ( |
) | ( |
) | ( |
) | ||||||||||||||||||||||||||||||||
| Balance, June 30, 2025 | $ | $ | $ | $ | ( |
) | $ | $ | ( |
) | $ | $ | ||||||||||||||||||||||||||||
| Balance, December 31, 2025 | $ | $ | $ | ( |
) | $ | $ | ( |
) | $ | $ | |||||||||||||||||||||||||||||
| Issuance of common stock in connection with sales made under private offerings | - | |||||||||||||||||||||||||||||||||||||||
| Stock based compensation | - | |||||||||||||||||||||||||||||||||||||||
| Adjustment of the valuation of fin. instruments | - | - | ||||||||||||||||||||||||||||||||||||||
| Other changes in noncontrolling interest | - | - | ( |
) | ||||||||||||||||||||||||||||||||||||
| Change in foreign currency translation | - | - | ( |
) | ||||||||||||||||||||||||||||||||||||
| Net loss | - | - | ( |
) | ( |
) | ( |
|||||||||||||||||||||||||||||||||
| Balance, June 30, 2026 | $ | $ | $ | $ | ( |
) | $ | $ | ( |
) | $ | $ | ||||||||||||||||||||||||||||
The accompanying notes are an integral part of the condensed consolidated financial statements.
| 6 |
ATLAS LITHIUM CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
For the Six Months Ended June 30, 2026 and 2025
| Six months ending June 30 | ||||||||
| 2026 | 2025 | |||||||
| Cash flows from operating activities of continuing operations: | ||||||||
| Net loss | $ | ( |
) | ( |
) | |||
| Adjustments to reconcile net loss to cash used in operating activities: | ||||||||
| Stock-based compensation and services | ||||||||
| Depreciation and amortization | ||||||||
| Lease expenses | ||||||||
| Interest expense | ||||||||
| Unwinding of non-current liabilities | ||||||||
| Fair value adjustments | ( |
) | ( |
) | ||||
| Other non cash expenses | ( |
) | ||||||
| Gain/loss on FOREX transactions | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Inventories and accounts receivable | ||||||||
| Taxes recoverable | ( |
) | ||||||
| Prepaid and other current assets | ||||||||
| Accounts payable and accrued expenses | ||||||||
| Other noncurrent assets and liabilities | ( |
) | ( |
) | ||||
| Net cash used by operating activities | ( |
) | ( |
) | ||||
| Cash flows from investing activities: | ||||||||
| Acquisition of capital assets | ( |
) | ( |
) | ||||
| Capitalized exploration costs | ( |
) | ( |
) | ||||
| Net cash used in investing activities | ( |
) | ( |
) | ||||
| Cash flows from financing activities: | ||||||||
| Net proceeds from sale of common stock | ||||||||
| Proceeds from sale of subsidiary common stock to noncontrolling interests | ||||||||
| Cash used in payment of debt | ( |
) | ( |
) | ||||
| Leases payments | ( |
) | ( |
) | ||||
| Net cash provided by financing activities | ||||||||
| Effect of exchange rates on cash and cash equivalents | ||||||||
| Net increase (decrease) in cash and cash equivalents | ( |
) | ||||||
| Cash and cash equivalents at beginning of period | ||||||||
| Cash and cash equivalents at end of period | $ | |||||||
The accompanying notes are an integral part of the condensed consolidated financial statements.
| 7 |
ATLAS LITHIUM CORPORATION
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 – ORGANIZATION, BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization and Description of Business
Atlas Lithium Corporation (together with its subsidiaries “Atlas Lithium,” the “Company,” the “Registrant,” “we,” “us,” or “our”) was incorporated under the laws of the State of Nevada, on December 15, 2011. The Company changed its management and business on December 18, 2012, to focus on mineral exploration in Brazil.
Basis of Presentation and Principles of Consolidation
The
unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted
in the United States of America (“U.S. GAAP”), consistent in all material respects with those applied in our 2025 Form 10-K,
and are expressed in United States dollars. The information included in this Form 10-Q should be read in conjunction with the consolidated
financial statements and accompanying notes included in our 2025 Form 10-K. For the period ended June 30, 2026 the condensed consolidated
financial statements include the accounts of the Company; (i) its
All material intercompany accounts and transactions have been eliminated in consolidation.
Business Segment
The Company has one reportable segment: mining. The mining segment derives revenue in Brazil by mining, beneficiating and selling material mined from the Company’s several mining rights. Currently the Company generates revenue solely from two operating projects of its minority-owned, consolidated subsidiary, Atlas Critical Minerals Corporation: quartzite and iron ore. The Company’s Neves Project is in the development stage. The Company’s other mining projects are in the exploration stage.
The accounting policies of the mining segment are the same as those described in the summary of significant accounting policies.
The chief operating decision maker (“CODM”) of the mining segment is the Company’s chief executive officer. The CODM regularly reviews the revenue, significant expenses categories, including exploration and evaluation costs, and general and administrative expenses.
The significant expenses (including capitalized expenses) on which the
CODM relies are those that are reported on the condensed consolidated balance sheet and statements of operations and comprehensive loss.
Total segment assets as of June 30, 2026, were $
All of the Company’s revenue and long-lived assets are located in Brazil. For the six months ended June 30, 2026, the Company had one customer accounting for 100% of the Company’s revenue.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingencies at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results may differ materially from those estimates.
Foreign Currency
Until December 31, 2025, with the exception of Atlas Brazil, our subsidiaries based in Brazil used a local currency (Brazilian Reais) as the functional currency. Resulting translation gains or losses were recognized as a component of accumulated other comprehensive income. The Company determined that, as of January 1, 2026, the U.S. dollar is the currency of the primary economic environment in which the Brazilian subsidiaries operate.
Effective January 1, 2026, the Company’s Brazilian subsidiaries changed their functional currency from Brazilian Reais to U.S. Dollars due to a shift in the underlying economic facts and circumstances affecting the subsidiaries’ operations and financing activities. In particular, our subsidiary Atlas Critical Minerals listed on the Nasdaq Capital Market and commenced trading on Nasdaq on January 9, 2026. As a result of such listing and the attendant access to U.S. capital markets, the U.S. Dollar is the primary currency through which we and our Brazilian subsidiaries expect to raise any additional capital.
In accordance with Accounting Standards Notification (“ASC”) 830, the change in functional currency was accounted for prospectively from the date of change. As a result:
| ● | assets and liabilities were translated into the new functional currency using exchange rates as of the date of change; | |
| ● | nonmonetary assets and liabilities were translated at historical exchange rates (the effective date of the change is considered for the translation of existing nonmonetary assets and liabilities); and | |
| ● | cumulative translation adjustments previously recorded in accumulated other comprehensive income were not reversed. |
Recent Accounting Pronouncements
The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new pronouncements, other than those described in our 2025 Form 10-K, that have been issued that might have a material impact on its financial position or results of operations.
| 8 |
ATLAS LITHIUM CORPORATION
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 2 – COMPOSITION OF CERTAIN FINANCIAL STATEMENT ITEMS
Inventories
Inventories as of June 30, 2026, and December 31, 2025, are comprised of the following:
| June 30, 2026 | December 31, 2025 | |||||||
| Materials and supplies | ||||||||
| Quartzite slabs | ||||||||
| Total | $ |
$ |
||||||
Materials and supplies consist primarily of feedstock intended for use in the Company’s production processes related to lithium operations.
Quartzite inventories as of June 30, 2026 contain slabs produced through the cutting and polishing of natural quartzite. Slabs are actively sold in the market and classified as finished goods.
Property and Equipment
The following table sets forth the components of the Company’s property and equipment as of June 30, 2026 and December 31, 2025:
| June 30, 2026 | December 31, 2025 | |||||||||||||||||||||||
| Accumulated | Net Book | Accumulated | Net Book | |||||||||||||||||||||
| Cost | Depreciation | Value | Cost | Depreciation | Value | |||||||||||||||||||
| Capital assets subject to depreciation: | ||||||||||||||||||||||||
| Computers and office equipment | ( |
) | ( |
) | ||||||||||||||||||||
| Machinery and equipment | ( |
) | ( |
) | ||||||||||||||||||||
| Facilities | ( |
) | ( |
) | ||||||||||||||||||||
| Land | ||||||||||||||||||||||||
| Prepaid assets (CIP) | ||||||||||||||||||||||||
| Mining rights | ( |
) | ( |
) | ||||||||||||||||||||
| Exploration/Development costs | ||||||||||||||||||||||||
| Total fixed assets | $ | $ | ( |
) | $ | $ | $ | ( |
) | $ | ||||||||||||||
Exploration costs such as drilling, development and related costs are either classified as exploration and charged to operations as incurred, or capitalized, such as to assist with mine planning. Whether to capitalize an exploration/development cost or incur an expense also depends on whether the drilling or development costs relate to an ore body that has been determined to be commercially mineable and whether the expenditure relates to a probable future benefit to be generated singly or in combination with other assets. The basis of the mineral interest is amortized on a units-of-production basis.
Accounts Payable and Accrued Expenses
| June 30, 2026 | December 31, 2025 | |||||||
| Trade payables | ||||||||
| Payroll and social charges | ||||||||
| Taxes payable | ||||||||
| Total | $ | $ | ||||||
| 9 |
ATLAS LITHIUM CORPORATION
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 2 – COMPOSITION OF CERTAIN FINANCIAL STATEMENT ITEMS (CONTINUED)
Leases
Finance Leases
For the reporting period ended June 30, 2026, no financial leases meeting the criteria outlined in ASC 842 have been identified.
Operating Leases
Right of use (“ROU”) assets and lease liabilities are recognized at the lease commencement date based on the present value of the future lease payments over the lease term. When the rate implicit to the lease cannot be readily determined, we utilize our incremental borrowing rate in determining the present value of the future lease payments. The ROU asset includes any lease payments made and lease incentives received prior to the commencement date. Operating lease ROU assets also include any cumulative prepaid or accrued rent when the lease payments are uneven throughout the lease term. The ROU assets and lease liabilities may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. The ROU assets and lease liabilities are primarily related to the Company’s offices in Belo Horizonte and Araçuaí, as well as facilities for drilling core storage leased from third parties.
The
lease agreements have terms between two to
| Lease liabilities at December 31, 2025 | $ | |||
| Increase/Decrease | $ |
|
||
| Unwinding of lease liabilities | $ | |||
| Lease payments | $ | ( |
) | |
| Foreign exchange | ||||
| Lease liabilities at June 30, 2026 | $ | |||
| Current portion | $ |
|
||
| Non-current portion | $ |
|
The maturity of the lease liabilities (contractual undiscounted cash flows) is presented in the table below:
| Less than one year | $ |
|
||
| Year 2 | $ |
|
||
| Year 3 | $ |
|
||
| Year 4 | $ | |||
| Total contractual undiscounted cash flows | $ |
| 10 |
ATLAS LITHIUM CORPORATION
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 2 – COMPOSITION OF CERTAIN FINANCIAL STATEMENT ITEMS (CONTINUED)
Convertible Debt
| June 30, 2026 | December 31, 2025 | |||||||
| Due to Nanyang Investment Management Pte Ltd | ||||||||
| Due to Nicholas James Rowley | ||||||||
| Due to Modha Reena Bhasker | ||||||||
| Due to Clipper Group Limited | ||||||||
| Total convertible debt | $ | $ | ||||||
| Current portion | $ | $ | ||||||
| Non-current portion | $ | $ | ||||||
On
November 7, 2023, we entered into a convertible note purchase agreement (the “November 2023 Convertible Note Agreement”)
with a number of investors to raise up to $
| - | Maturity
date: |
| - | Principal repayment terms: due on maturity; |
| - | Interest
rate: |
| - | Interest payment terms: due semiannually in arrears until maturity, unless converted or redeemed earlier and payable at the election of the holder in cash, in shares of common stock, or in any combination thereof; |
| - | Conversion right: the holder retains the right to convert all or any portion of the note into shares of the Company’s common stock at the Conversion Price up until the maturity date; and |
| - | Conversion
price: US$ |
| - | Redemption
right: the Company shall vest a right to redeem the convertible notes if and when |
On
November 7, 2023, we issued $
Derivatives
| June 30, 2026 | December 31, 2025 | |||||||
| Derivative assets | ||||||||
| Derivative assets - non-deliverable forward | ||||||||
| Total derivative assets | $ | $ | ||||||
| Derivative liabilities | ||||||||
| Derivative liability – conversion feature on the convertible debt | ||||||||
| Derivative liability – restricted stock awards | ||||||||
| Total derivative liabilities | $ | $ | ||||||
| 11 |
ATLAS LITHIUM CORPORATION
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 2 – COMPOSITION OF CERTAIN FINANCIAL STATEMENT ITEMS (CONTINUED)
a) Derivative liability – embedded conversion feature on convertible debt
On November 7, 2023, the Company issued the Notes. In accordance with Financial Accounting and Standards Board (“FASB”) ASC 815, the conversion feature of the convertible debt was determined to be an embedded derivative. As such, it was bifurcated from the host debt liability and was recognized as a derivative liability in the consolidated balance sheets. The derivative liability is measured at fair value through profit or loss.
On
December 31, 2025, the fair value of the embedded conversion feature was determined to be $
| Value cap | Value floor | |||||||
| Measurement date | December 31, 2025 | December 31, 2025 | ||||||
| Shares to be issued in case of conversion | ||||||||
| Stock price at fair value measurement date | $ | $ | ||||||
| Conversion price | $ | $ | ||||||
| Expected volatility | % | % | ||||||
| Risk-free interest rate | % | % | ||||||
| Dividend yield | % | % | ||||||
| Expected term (years) | ||||||||
On
June 30, 2026, the fair value of the embedded conversion feature was determined to be $
| Value cap | Value floor | |||||||
| Measurement date | June 30, 2026 | June 30, 2026 | ||||||
| Shares to be issued in case of conversion | ||||||||
| Stock price at fair value measurement date | $ | $ | ||||||
| Conversion price | $ | $ | ||||||
| Expected volatility | % | % | ||||||
| Risk-free interest rate | % | % | ||||||
| Dividend yield | % | % | ||||||
| Expected term (years) | ||||||||
In the Black-Scholes collar option pricing models, the expected volatilities were based on historical volatilities of the securities of the Company and its trading peers, and the risk-free interest rates were determined based on the prevailing rates at the grant date for U.S. Treasury Bonds with a term equal to the expected term of the instrument being valued.
In
the three and six months ended June 30, 2026, the Company recognized a $
| 12 |
ATLAS LITHIUM CORPORATION
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 2 – COMPOSITION OF CERTAIN FINANCIAL STATEMENT ITEMS (CONTINUED)
b) Derivative liability – other stock incentives
The employment agreement of Igor Tkachenko, a Vice President of the Company, dated September 30, 2023, provides for the issuance of shares of the Company’s common stock based on us achieving certain market capitalization milestones. As of June 30, 2026, the Company’s obligations under this employment agreement contemplate the issuance of additional shares of the Company’s common stock in five tranches, each representing % of the Company’s common stock outstanding at the time of vesting, with an expiry date of December 31, 2026 and market vesting conditions as follows
| - | Tranche 3: when the Company achieves a $ million market capitalization |
| - | Tranche 4: when the Company achieves a $ million market capitalization |
| - | Tranche 5: when the Company achieves a $ million market capitalization |
| - | Tranche 6: when the Company achieves a $ million market capitalization |
| - | Tranche 7: when the Company achieves a $ billion market capitalization |
In accordance with FASB ASC 815, these RSU awards were classified as a liability, measured at fair value through profit or loss, and compensation expense is recognized over the expected term.
As
of June 30, 2026, Tranche 3, Tranche 4, Tranche 5, Tranche 6 and Tranche 7 remain outstanding and unvested, and the total fair value
of these outstanding rights to receive restricted stock was $,
as measured using a Monte Carlo Simulation with the following ranges of assumptions: the Company’s stock price of $,
expected dividend yield of
c) Derivative asset - Non-Deliverable Forward
Our Brazilian subsidiaries are exposed to foreign-currency exchange-rate fluctuations in the normal course of business because a portion of their expenses are paid in Brazilian reais (BRL). To mitigate this exposure, these subsidiaries utilize non-deliverable forward foreign-exchange contracts (“NDFs”), which are designed to offset changes in cash flows attributable to currency exchange movements.
The Company applies hedge accounting in accordance with U.S. GAAP (ASC 815). As a result, these derivative instruments are designated and qualify as cash flow hedges, with the entire gain or loss on the derivative initially recorded in Other Comprehensive Income (OCI). These amounts remain deferred in OCI and are subsequently reclassified into earnings in the same income statement line item as the hedged item when it affects earnings.
Atlas Lithium actively monitors the derivative portfolio of its subsidiaries on a monthly basis to assess financial results and cash flow implications. These contracts are used strictly for risk management purposes, and none of our Brazilian subsidiaries engage in speculative foreign-exchange transactions. Additionally, these contracts do not contain any credit-risk-related contingent features.
As of June 30, 2026, the fair value of outstanding NDF contracts was recorded as Derivative assets on the balance sheet.
For the 6 months period ended June 30, 2026:
| ● | we had unrealized gains/(losses) from NDF contracts recognized in OCI of $ |
|
| ● | we reclassified a $ |
| 13 |
ATLAS LITHIUM CORPORATION
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 2 – COMPOSITION OF CERTAIN FINANCIAL STATEMENT ITEMS (CONTINUED)
The following table summarizes the non-deliverable forward foreign exchange contracts that remain open as of June 30, 2026:
| Subsidiary |
Dates Entered Into |
Derivative Financial Instrument |
Total Notional Amounts (USD) |
FX rate (BRL/USD) |
Total Notional Amounts (BRL) |
Settlement Dates (Range) |
||||||||||||
| $ |
|
|||||||||||||||||
| $ |
|
|||||||||||||||||
NOTE 3 – DEFERRED OTHER INCOME
On
May 2, 2023, the Company and Atlas Brazil entered into a Royalty Purchase Agreement (the “Purchase Agreement”) with Lithium
Royalty Corp., a Canadian company listed on the Toronto Stock Exchange (“LRC”). The transaction contemplated under the Purchase
Agreement closed simultaneously on May 2, 2023, whereby Atlas Brazil sold to LRC in consideration for $
On the same day, Atlas Brazil and LRC entered into a Gross Revenue Royalty Agreement (the “Royalty Agreement”) pursuant to which Atlas Brazil granted LRC the Royalty and undertook to calculate and make royalty payment on a quarterly basis commencing from the first receipt of the sales proceeds with respect to the products from the Property. The Royalty Agreement contains other customary terms, including but not limited to, the scope of the gross revenue, Atlas Brazil’s right to determine operations, and LRC’s information and audit rights.
NOTE 4 – OTHER NONCURRENT LIABILITIES
Other
noncurrent liabilities are comprised of tax refinancing programs at our operating subsidiaries located in Brazil and provision for contingencies.
The balance of these non-current liabilities as of June 30, 2026, and December 31, 2025, amounted to $
NOTE 5 – STOCKHOLDERS’ EQUITY
Authorized Stock
As of December 31, 2025 and June 30, 2026, the Company had authorized shares of common stock, with a par value of $ per share.
On
November 22, 2024, we entered into an At the Market Offering Agreement (the “ATM Agreement”) with H.C. Wainwright & Co.,
LLC (“Wainwright”) with respect to an at the market offering program, under which we may, from time to time in our sole discretion,
issue and sell through Wainwright, acting as agent, up to $
On
August 22, 2025, we filed a registration statement on Form S-3 with the SEC on August 22, 2025, which was declared effective on
August 28, 2025 (the “2025 Form S-3”). Following the effectiveness of the 2025 Form S-3, the issuance and sale of
additional shares of our common stock pursuant to the ATM Agreement have and will be made under the 2025 Form S-3, including the
base prospectus and the sales agreement prospectus contained therein (as each may be supplemented or amended), for so long as the
2025 Form S-3 remains effective. The 2025 Form S-3 permits the sale of up to $
During
the three and six months ended June 30, 2026, we sold and shares, respectively, under the ATM Agreement and the 2025
Form S-3, for proceeds of $
Series A Preferred Stock
On
December 18, 2012, we filed with the Nevada Secretary of State a Certificate of Designations, Preferences and Rights of Series A Convertible
Preferred Stock (the “Series A Preferred Stock”) to designate one share of a new series of preferred stock. The Certificate
of Designations, Preferences and Rights of Series A Convertible Preferred Stock provides that for so long as Series A Preferred Stock
is issued and outstanding,
| 14 |
ATLAS LITHIUM CORPORATION
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 5 – STOCKHOLDERS’ EQUITY (CONTINUED)
Six Months Ended June 30, 2025 Transactions
During the six months ended June 30, 2025, the Company issued an aggregate of shares of Common Stock, as follows:
| Nature | Shares | |||
| Shares issued in connection with stock-based compensation | ||||
| Sales of common stock (ATM process) | (*) | |||
| Total | ||||
| (*) |
Six Months Ended June 30, 2026 Transactions
During the six months ended June 30, 2026, the Company issued an aggregate of shares of its Common Stock, as follows:
| Nature | Shares | |||
| Shares issued in connection with stock-based compensation | ||||
| Sales of common stock (ATM process) | (*) | |||
| Total | ||||
| (*) |
Common Stock Options
During the six months ended June 30, 2026 and 2025, the Company granted options to purchase Common Stock to officers and directors. The options were valued using the Black-Scholes option pricing model with the following ranges of assumptions:
| June 30, 2026 | June 30, 2025 | |||||||
| Expected volatility | % -% | % – | % | |||||
| Risk-free interest rate | % - % | % – | % | |||||
| Stock price on date of grant | $ | – | $ – $ | |||||
| Dividend yield | % | % | ||||||
| Expected term | years | years | ||||||
| 15 |
ATLAS LITHIUM CORPORATION
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 5 – STOCKHOLDERS’ EQUITY (CONTINUED)
Changes in common stock options for the six months ended June 30, 2025 and 2026 were as follows:
|
Number of Options Outstanding and Vested |
Weighted Average Exercise Price |
Remaining Contractual Life (Years) |
Aggregated Intrinsic Value |
|||||||||||||
| Outstanding and vested, January 1, 2025 | $ | $ | ||||||||||||||
| Issued (1) | - |
- |
||||||||||||||
| Exercised | - |
- |
||||||||||||||
| Forfeited | - |
- |
||||||||||||||
| Outstanding and vested, June 30, 2025 | $ | $ | ||||||||||||||
|
Number of Options Outstanding and Vested |
Weighted Average Exercise Price |
Remaining Contractual Life (Years) |
Aggregated Intrinsic Value |
|||||||||||||
| Outstanding and vested, January 1, 2026 | $ | $ | ||||||||||||||
| Issued (2) | - | - | ||||||||||||||
| Exercised | ( |
) | - | - | ||||||||||||
| Forfeited | ( |
) | - | - | ||||||||||||
| Outstanding and vested, June 30, 2026 | $ | |||||||||||||||
| (1) | |
| (2) |
During the three and six months ended June 30, 2026, the Company recorded $ and $ in stock-based compensation expense from common stock options in the condensed consolidated statements of operations and comprehensive loss ($ and $, during the three and six months ended June 30, 2025).
Common Stock Purchase Warrants
Common stock purchase warrants are accounted for as equity in accordance with ASC 480, Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock, Distinguishing Liabilities from Equity.
During the six months ended June 30, 2026, the Company did not issue common stock purchase warrants. When issued the common stock purchase warrants are valued using the Black-Scholes option pricing model with the following ranges of assumptions:
| June 30, 2026 | December 31, 2025 | |||||||
| Expected volatility | n/a | % - | % | |||||
| Risk-free interest rate | n/a | % - | % | |||||
| Stock price on date of grant | $ | n/a | $ | - | ||||
| Dividend yield | n/a | % - | % | |||||
| Expected term | n/a | - Years | ||||||
Changes in common stock purchase warrants for the six months ended June 30, 2026 were as follows:
|
Number of Outstanding |
Weighted Average Exercise Price |
Weighted Contractual |
Aggregated Intrinsic Value |
|||||||||||||
| Outstanding and vested, January 1, 2026 | $ | $ | ||||||||||||||
| Warrants Issued | $ | - | - | |||||||||||||
| Outstanding and vested, June 30, 2026 | $ | $ | ||||||||||||||
| 16 |
ATLAS LITHIUM CORPORATION
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 5 – STOCKHOLDERS’ EQUITY (CONTINUED)
During the three and six months ended June 30, 2026, the Company did not record any stock-based compensation expense related to common stock purchase warrant activity in the condensed consolidated statements of operations and comprehensive loss ( and $ during the three and six months ended June 30, 2025)
Restricted Stock Units (“RSUs”)
Restricted stock units (“RSUs”) are granted by the Company to its officers, consultants and directors of the Company as a form of stock-based compensation. The RSUs are granted with varying immediate-vesting, time-vesting, performance-vesting, and market-vesting conditions as tailored to each recipient. Each RSU represents the right to receive one share of the Company’s common stock immediately upon vesting.
| Number of | ||||
| RSUs Outstanding | ||||
| Outstanding at January 1, 2026 | ||||
| Granted (1) | ||||
| Vested (2) | ( |
) | ||
| Forfeited (3) | ( |
) | ||
| Outstanding at June 30, 2026 | ||||
| Number
of RSUs Outstanding |
||||
| Outstanding at January 1, 2025 | ||||
| Granted (4) | ||||
| Vested (5) | ( |
) | ||
| Expired or cancelled (6) | ( |
) | ||
| Outstanding at June 30, 2025 | ||||
| (1) | |
| (2) | |
| (3) | |
| (4) | |
| (5) | |
| (6) |
During the three six months ended June 30, 2026, the Company recorded $ and $ in stock-based compensation expense from the Company’s RSU activity in the period ($ and $ during the three and six months ended June 30, 2025).
Other stock incentives measured at fair value through profit or loss
As
of June 30, 2026, the Company had certain other outstanding obligations to issue shares of the Company’s common stock in the event
certain market conditions are met pursuant to an officer’s employment agreement, as further disclosed in the ‘Derivative
liabilities’ section above. These were designated as liability-classified awards and are measured at fair value through profit
or loss. As of June 30, 2026, the Company recognized a $
| 17 |
ATLAS LITHIUM CORPORATION
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 6 – COMMITMENTS AND CONTINGENCIES
Commitments
The following table summarizes certain of Atlas’s contractual obligations at June 30, 2026:
| Less than | More than | |||||||||||||||||||
| Total | 1 Year | 1-3 Years | 3-5 Years | 5 Years | ||||||||||||||||
| Lithium processing plant construction (1) | $ | $ | $ | $ | $ | |||||||||||||||
| Total | ||||||||||||||||||||
| (1) |
NOTE 7 – RELATED PARTY TRANSACTIONS
The related party transactions are recorded at the exchange amount transacted as agreed between us and the related party. All the related party transactions have been reviewed and approved by the board of directors.
Our related parties include:
Mitsui & Co. Ltd.
Mitsui & Co., Ltd. (“Mitsui”) is a non-controlling shareholder of the Company. In the course of preparing condensed consolidated financial statements, we eliminate the effects of various transactions conducted between Atlas Lithium and its subsidiaries and among the subsidiaries.
On
March 28, 2024, the Company entered into a Securities Purchase Agreement with Mitsui, pursuant to which the Company agreed to issue and
sell to Mitsui, and Mitsui agreed to purchase from the Company shares of the Company’s common stock for an aggregate subscription
amount of $
On March 28, 2024, in connection with the closing of the Mitsui Registered Offering, the Company entered into an Investor Rights Agreement with Mitsui (the “Investor Rights Agreement”). The Investor Rights Agreement provides Mitsui with certain rights, including without limitation anti-dilution rights to maintain its proportionate ownership percentage in future issuances of the Company’s common stock or equity-linked securities (subject to certain exceptions), visitation rights to the Company’s properties, information and access rights including quarterly management presentations and meetings with the Company’s senior management, and provisions regarding the Company’s dividend policy. The Investor Rights Agreement automatically terminates upon certain events including if Mitsui’s beneficial ownership falls below 5% of the Company’s outstanding shares or upon the occurrence of a material transaction as defined in the Investor Rights Agreement.
On
March 27, 2024, in connection with the closing of the Mitsui Registered Offering,
During
the three months ended June 30, 2026, the Company issued shares of its common stock to Mitsui & Co., Ltd., with an aggregate
value of US$
Atlas Critical Minerals Corporation
In
January 2026, Atlas Critical Minerals successfully completed an underwritten public offering (the “Offering”) of
shares of its common stock at a public offering price of US$
per share. In addition, the underwriters fully exercised their over-allotment option, contributing an additional
shares to the Offering total, resulting in total gross proceeds of approximately US$
| 18 |
ATLAS LITHIUM CORPORATION
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 7 – RELATED PARTY TRANSACTIONS (CONTINUED)
The proceeds are being used to advance exploration and development activities on Atlas Critical Minerals’ mineral properties in Brazil and for general working capital purposes.
In the six months period ended June 30, 2026, Atlas Critical Minerals was party to the following stock-based compensation transactions with related parties of the Company:
Pursuant to the amended and restated employment agreement between Atlas Critical Minerals and Mr. Fogassa, dated June 26, 2024 (the “Fogassa ACM Agreement”), Atlas Critical Minerals issued shares of its common stock to Mr. Fogassa during the quarter ended March 31, 2026, including (i) shares of common stock representing % of Atlas Critical Mineral’s total outstanding common stock as of January 1, 2026; and (ii) shares of common stock representing % of the performance incentive, calculated as % of the increase in Atlas Critical Minerals’ net assets between December 31, 2024 and December 31, 2025.
On
October 30, 2025, Atlas Critical Minerals entered into an employment agreement with Igor Tkachenko, our Vice President of Corporate Strategy,
for Mr. Tkachenko to serve as Atlas Critical Minerals’ Vice President of Corporate Strategy, effective February 1, 2026 (the “Tkachenko
ACM Agreement”). The Tkachenko ACM Agreement shall continue until March 1, 2028, subject to renewal by mutual consent. Pursuant
to the Tkachenko ACM Agreement, Mr. Tkachenko received time-based restricted stock units (“RSUs”) of Atlas Critical
Minerals with value equivalent to $
In
addition to the securities issued pursuant to the Fogassa ACM Agreement and the Tkachenko ACM Agreement, during the six months ended
June 30, 2026, Atlas Critical Minerals issued restricted stock units and shares of common stock of Atlas Critical Minerals
to officers and directors thereof at a weighted average price of $ per share in settlement of $
NOTE 8 – RISKS AND UNCERTAINTIES
Currency Risk
The Company operates primarily in Brazil which exposes it to currency risks. The Company’s business activities may generate intercompany receivables or payables that are in a currency other than the functional currency of the Company. Changes in exchange rates from the time the activity occurs to the time payments are made may result in the Company receiving either more or less in local currency than the local currency equivalent at the time of the original activity.
NOTE 9 – SUBSEQUENT EVENTS
In accordance with FASB ASC 855-10 Subsequent Events, we have analyzed our operations subsequent to June 30, 2026 to the date these condensed consolidated financial statements were issued, and we have determined that there are no material subsequent events to disclose in these condensed consolidated financial statements.
| 19 |
Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion of our financial condition and results of operations should be read in conjunction with our unaudited condensed consolidated financial statements and the notes to those financial statements included in Item 1 of this Quarterly Report and our consolidated financial statements and notes thereto and related Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the year ended December 31, 2025 as amended (the “2025 Form 10-K”).
This Quarterly Report includes forward-looking statements that are subject to risks, uncertainties and other factors described in the section entitled “Risk Factors” in Item 1.A. of Part II of this Report that could cause actual results could differ materially from those anticipated in these forward-looking statements. Additionally, our historical results are not necessarily indicative of the results that may be expected for any period in the future.
Overview
Atlas Lithium is a mineral development company implementing its first mine and processing facility at its 100%-owned Neves Project, our material mineral property. In addition, Atlas Lithium owns multiple lithium exploration properties. Furthermore, through our approximately 20% ownership interest in Atlas Critical Minerals Corporation (“Atlas Critical Minerals”, Nasdaq: ATCX), a separate publicly traded company, we have exposure to other critical minerals, including rare earths, titanium, graphite, and uranium. Our current focus is the continued advancement of the Neves Project, our hard-rock lithium project in the Lithium Valley area of Minas Gerais state in Brazil, toward active mining. We intend to mine and then process our lithium-containing ore to produce lithium concentrate (also known as spodumene concentrate), a key ingredient for the energy storage system and electric vehicle battery supply chain.
We have disclosed mineral resources and mineral reserves for the Neves Project based on our technical report summary, effective May 15, 2025, as updated on June 16, 2026 (see Exhibit 96.1 to our 2025 Form 10-K/A).
We believe that we hold the largest portfolio of exploration properties for lithium in Brazil among publicly listed companies.
Operational Update
During the second quarter of 2026, we continued to advance our flagship Neves Project toward production while achieving several important strategic, operational, and corporate milestones. As described in further detail below, we obtained additional global recognition for the Neves Project, further strengthened our Board of Directors, contracted key execution partners, participated in leading industry conferences, and received an expansion permit for the project, as described below.
On April 2, 2026, we announced that the Neves Project had been named in the Joint Fact Sheet for Japan-U.S. Critical Minerals Project Cooperation (the “Joint Fact Sheet”), released on March 20, 2026 by Japan’s Ministry of Economy, Trade, and Industry together with the Ministry of Foreign Affairs of Japan. The Neves Project is the only Brazil-based lithium project named in the Joint Fact Sheet, which followed the U.S.-Japan Critical Minerals Investment Ministerial held on March 14, 2026 in Tokyo, as well as the summit held between Japan’s Prime Minister, Sanae Takaichi, and U.S. President, Donald Trump, on March 19, 2026.
On April 7, 2026, we announced the appointment of Admiral Flávio Augusto Viana Rocha, a former Cabinet member of the Brazilian Government, to our Board of Directors as an independent director. Admiral Rocha is a distinguished Brazilian leader with over 43 years of experience in strategy, governance, logistics, and international relations, including official government missions to more than 50 countries. From 2020 to 2022, he held the Minister-level position of Chief of the Secretariat for Strategic Affairs of the Presidency of Brazil, where he led the development of Brazil’s National Long-Term Policy and National Strategic Agenda, including the National Energy Policy.
On April 27, 2026, we announced the engagement of key operational partners for the implementation of the Neves Project, selected through a competitive process led by our technical team. Each awarded contract was finalized at or below the budget projections outlined in our Definitive Feasibility Study (the “DFS”). The selected partners included Promon Engenharia, responsible for completing multiple detailed engineering components; TSX Engineering, appointed to oversee and manage project implementation; Cerne Construções, engaged under an Engineering, Procurement, and Construction (EPC) contract for the design and construction of the project’s administrative and operational facilities; and RETC Infraestrutura, responsible for earthworks and civil construction activities. Each of these firms brings a strong track record of performance and deep experience in Brazil’s mining sector.
On May 18, 2026, we announced the engagement of Alfa Engenharia (“Alfa”) as the specialized electromechanical assembly contractor for the Neves Project. The scope of work awarded to Alfa encompasses the complete assembly of the project’s processing plant, from the crushing systems through to final product processing and dispatch, including the installation of all mechanical, electrical, instrumentation, and automation systems required for plant operations. As with our previously announced execution partners, the contract with Alfa was finalized at or below the budget projections outlined in the DFS. Our processing plant, fully-paid and 100%-owned by us, and which had previously been transported to Brazil, is ready for assembly, and Alfa’s selection provides the expertise necessary for this endeavor.
| 20 |
During the second quarter of 2026, members of our senior management participated in several leading industry conferences to raise the profile of the Atlas Lithium and Brazil’s emerging critical minerals sector. On June 9-10, 2026, our Chairman and Chief Executive Officer, Marc Fogassa, delivered a conference-wide address titled “The Growing Role of Brazilian Critical Minerals in Securing Global Supply” at Benchmark Giga USA 2026, held at the Ronald Reagan Building and International Trade Center in Washington, D.C. On June 17-18, 2026, Mr. Fogassa delivered the Strategic Keynote Presentation, “Lithium in Brazil: Building a Competitive Industry,” opening the 3rd Brazil Lithium & Critical Minerals Summit 2026 in Belo Horizonte, Minas Gerais, Brazil. These engagements reflect our continued efforts to strengthen relationships with industry stakeholders and to position us within global critical minerals supply chains.
On June 29, 2026, we announced that we had received the expansion permit for our Neves Project, a significant milestone in our disciplined journey toward production. Permitting is widely regarded as one of the greatest challenges in mining, and the additional permit followed comprehensive technical studies that confirmed the Neves Project’s minimal environmental impact, as well as the strong relationships we have built with our local communities in the Jequitinhonha Valley. With the expansion permit in hand, we are positioned to advance implementation of the Neves Project towards production.
Market Update
Lithium market conditions remained constructive during the second quarter of 2026. Lithium prices remained well above the lows seen in mid-2025. We believe demand continues to be supported by durable, long-term trends, including accelerating growth in the energy storage systems (“ESS”) segment — particularly for grid-scale applications and for data centers supporting the expansion of artificial intelligence — alongside continued adoption of electric vehicles worldwide. While the lithium market remains subject to price volatility and evolving supply and demand dynamics, we believe that our anticipated position among the lowest-cost lithium producers globally should provide meaningful margin protection across a range of pricing environments. Consistent with these conditions and our continued progress toward production, we have received written indications of interest from several parties seeking to secure long-term supply arrangements for our future lithium concentrate production. The level of interest may be subject to then current industry supply and demand scenario.
Results of Operations
The Three Months Ended June 30, 2026, Compared to the Three Months Ended June 30, 2025
Net loss for the three months ended June 30, 2026 totaled $11.5 million, compared to net loss of $6.3 million during the three months ended June 30, 2025. The increase is mainly due to:
| ● | An increase in General and Administrative expenses of approximately $5.0 million compared to the three months ended June 30, 2025, primarily due to: (i) higher payroll expenses due to the increasing operational activities related to project implementation; and (ii) a $4.2 million increase in third-party service costs, including legal consultants, incurred to support the completion of the environmental permitting process and preliminary project implementation activities. | |
| ● | Stock-based compensation expense increased by approximately $0.5 million compared to the three months ended June 30, 2025, primarily due to the issuance of 196,839 shares of our common stock to Mitsui & Co. Ltd. as payment for advisory services provided to the Company, compared to no such shares issued in 2025. This increase was partially offset by the lower fair value of other equity instruments issued during 2026 compared to 2025, primarily due to the lower market price of the Company’s common stock at the beginning of the year, when the majority of these instruments were issued. The costs of these instruments are recognized throughout the vesting period, impacting the three-month period ended on June 30, 2026 and 2025. |
| ● | Those effects are partially offset by an improvement in finance costs (revenues) of $0.5 million compared to the three months ended June 30, 2025, mainly due to: |
| ■ | Higher proceeds generated from hedge contracts (NDFs) settled during the period due the appreciation of Brazilian Reais against U.S. dollars ($0.2 million in 2026 compared to $0.1 million in 2025); | ||
| ■ | Higher proceeds from short-term investments due to the higher cash position in 2026 ($0.3 million in 2026 compared to $0.2 million in 2025); and | ||
| ■ | Lower foreign exchanges expenses arising from accounts payable and receivables in currencies other than U.S. dollars (nil in 2026 compared to $0.2 million in 2025). |
The Six Months Ended June 30, 2026, Compared to the Six Months Ended June 30, 2025
Net loss for the six months ended June 30, 2026 totaled $28.0 million, compared to net loss of $16.5 million during the six months ended June 30, 2025. The increase is mainly due to:
| ● | An increase in General and Administrative expenses of approximately $11 million compared to the six months ended June 30, 2025, primarily due to: (i) higher payroll expenses due to the increasing operational activities related to project implementation added by a higher bonus paid to our Chief Executive Officer in 2026 compared to 2025 in accordance with the terms of his employment agreement ; and (ii) a $7.9 million increase in third-party service costs, including legal consultants, incurred to support the completion of the environmental permitting process and preliminary project implementation activities. | |
| ● | An increase of approximately $1.7 million in stock-based compensation expense compared to the six months ended June 30, 2025, primarily due to: |
| ■ | $1.0 million from our subsidiary Atlas Critical Minerals. The increase was mainly driven by a higher number of equity awards granted in 2026 (246,480, compared to 148,627 in 2025) and higher grant-date fair values, as a substantial portion of the 2026 awards was granted during the first quarter when the Company’s share price was higher ($12.36 as of January 1, 2026, compared to $8.40 as of January 1, 2025). | ||
| ■ | $0.7 million from the Company primarily related to: (i) the higher bonus paid to our Chief Executive Officer in 2026 compared to 2025 in accordance with the terms of his employment agreement; (ii) the issuance of 196,839 shares of our common stock to Mitsui & Co. Ltd as payment for advisory services provided to the Company (nil issued in 2025); (iii) offset by the lower fair value of other instruments issued in 2026 compared to 2025 due to the lower price of the Company’s share in the beginning of the year, when the majority of the instruments are issued ($4.38 in 2026 and $7.19 in 2025). |
| ● | Those effects are partially offset by an improvement in finance costs (revenues) of $1.2 million compared to the six months ended June 30, 2025, mainly due to: |
| ■ | Higher proceeds generated from hedge contracts (NDFs) settled during the period due the appreciation of Brazilian Reais against U.S. dollars ($0.5 million in 2026 compared to $0.1 million in 2025); | ||
| ■ | Higher proceeds from short-term investments due to the higher cash position in 2026 ($0.5 million in 2026 compared to $0.3 million in 2025); and | ||
| ■ | Lower foreign exchanges expenses arising from accounts payable and receivables in currencies other than U.S. dollars ($0.1 million in 2026 compared to $0.4 million in 2025). |
Liquidity and Capital Resources
As of June 30, 2026, we had cash and cash equivalents of $36.1 million and working capital of $22.1 million.
Net cash used by operating activities totaled $18.2 million for the six months ended June 30, 2026, compared to net cash used of $8.3 million during the six months ended June 30, 2025, representing an increase of $9.9 million. The increase in net cash used by operating activities was mainly due to higher general and administrative expenses offset by better financial results. Please refer to section “Results of Operations” above.
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Net cash used in investing activities totaled $2.0 million for the six months ended June 30, 2026, compared to net cash used of $6.3 million during the six months ended June 30, 2025, representing a decrease in cash used of $4.3 million or 68%. The decrease primarily reflects:
| ● | A decrease of $3.0 million in the payments made in connection with the acquisition of our lithium processing plant ($1.7 million in 2026, compared to $4.7 million in 2025) mainly explained by the payments made in connection with the logistics to bring our lithium processing plant from South Africa to Brazil in 2025, a one-time event; | |
| ● | A decrease of $1.3 million in capitalization of exploration/development costs incurred during the six months ended June 30, 2026 due to the reduction in the development activities in 2026 ($0.2 million in 2026, compared to $1.5 for the six months ended June 30, 2025); |
Net cash provided by financing activities totaled $20.4 million for the six months ended June 30, 2026, compared to $12.9 million during the six months ended June 30, 2025, representing an increase in cash provided of $7.5 million or 58%. The increase is due to the following financing activities that occurred during the six months ended June 30, 2026:
| ● | Net proceeds of $9.6 million from the sale of shares of Atlas Critical Minerals, a consolidated subsidiary of the Company, in connection with its capital raise associated with the listing of its common stock on the Nasdaq Capital Market, compared to net proceeds of $1.4 million during the same period in 2025, partially offset by; | |
| ● | Net proceeds of $11.3 million, after commissions and fees, from the sale of an aggregate of 2,185,197 shares of the Company’s common stock pursuant to the ATM Agreement, compared to net proceeds of $11.9 million from the sale of 2,468,502 shares under the ATM Agreement during the same period in 2025; and | |
| ● | Debt repayments of $322,330 and $169,692 in connection with lease obligations during the period, compared to $322,330 and $84,033 in 2025 respectively. |
We have historically incurred net operating losses and have not yet generated material revenues from the sale of products or services. As a result, our primary sources of liquidity have been derived through proceeds from the sales of our equity and the equity of one of our subsidiaries. We believe our cash and equivalents will be sufficient to meet our working capital and capital expenditure requirements for a period of at least twelve months from the date of these financial statements. However, our future short- and long-term capital requirements will depend on several factors, including but not limited to, the rate of our growth, our ability to identify areas for mineral exploration and the economic potential of such areas, the exploration and other drilling campaigns needed to verify and expand our mineral resources and reserves, the successful installation of our lithium processing facilities and availability of reserves at the estimated volume and grade, and our ability to attract talent. To the extent that our current resources are insufficient to satisfy our cash requirements, we may need to seek additional equity or debt financing. If the needed financing is not available, or if the terms of financing are less desirable than we expect, we may be forced to scale back our existing operations and growth plans, which could have an adverse impact on our business and financial prospects and could raise substantial doubt about our ability to continue as a going concern.
Currency Risk
We operate primarily in Brazil, which exposes us to currency risks. Our business activities may generate intercompany receivables or payables that are in a currency other than the functional currency of the entity. Changes in exchange rates from the time the activity occurs to the time payments are made may result in it receiving either more or less in local currency than the local currency equivalent at the time of the original activity.
Our condensed consolidated financial statements are denominated in U.S. dollars.
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Critical Accounting Policies and Estimates
The discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with the accounting principles generally accepted in the United States of American (“U.S. GAAP”). Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management’s application of accounting policies. We believe that understanding the basis and nature of the estimates and assumptions involved with the following aspects of our financial statements is critical to an understanding of our financial statements.
Foreign Currency
Until December 31, 2025, with the exception of Atlas Brazil, our subsidiaries based in Brazil used a local currency (Brazilian Reais) as the functional currency. Resulting translation gains or losses were recognized as a component of accumulated other comprehensive income. The Company determined that, as of January 1, 2026, the U.S. dollar is the currency of the primary economic environment in which the Brazilian subsidiaries operate.
Effective January 1, 2026, the Company’s Brazilian subsidiaries changed their functional currency from Brazilian Reais to U.S. Dollars due to a shift in the underlying economic facts and circumstances affecting the subsidiaries’ operations and financing activities. In particular, our subsidiary Atlas Critical Minerals listed on the Nasdaq Capital Market and commenced trading on the Nasdaq on January 9, 2026. As a result of such listing and the attendant access to U.S. capital markets, the U.S. Dollar is the primary currency through which we and our Brazilian subsidiaries expect to raise any additional capital.
In accordance with ASC 830, the change in functional currency was accounted for prospectively from the date of change. As a result:
● assets and liabilities were translated into the new functional currency using exchange rates as of the date of change;
● nonmonetary assets and liabilities were translated at historical exchange rates (the effective date of the change is considered for the translation of existing nonmonetary assets and liabilities); and
● cumulative translation adjustments previously recorded in accumulated other comprehensive income were not reversed.
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The information to be reported under this Item is not required of smaller reporting companies.
Item 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Principal Executive Officer and Principal Financial Officer, has evaluated the design, operation, and effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on that evaluation, our Principal Executive Officer and Principal Financial Officer concluded that as of June 30, 2026, our disclosure controls and procedures were effective at a reasonable assurance level.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting that occurred in the quarter ended June 30, 2026 that materially affected, or would be reasonably likely to materially affect, our internal control over financial reporting.
Limitations of the Effectiveness of Controls and Procedures
In designing and evaluating the disclosure controls and procedures and internal control over financial reporting, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance that the information required to be disclosed in reports filed or submitted pursuant to the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to management, including its Principal Executive Officer and Principal Financial Officer as appropriate, to allow timely decisions regarding required disclosure. In addition, the design of disclosure controls and procedures and internal control over financial reporting must reflect the fact that there are resource constraints and that management is required to apply judgement in evaluating the benefits of possible controls and procedures relative to their costs.
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PART II OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
None material.
Item 1A. RISK FACTORS
Investing in our common stock involves a high degree of risk. You should carefully consider the information in this Quarterly Report, including our financial statements and the related notes thereto and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” as well as any additional risk factors that may be described in our other filings with the SEC from time to time, including our Amended Annual Report on Form 10-K for fiscal year ended December 31, 2025, before deciding whether to invest in our securities. The occurrence of any of the risks, the events or developments described below could harm our business, financial condition, operating results, and growth prospects. In such an event, the market price of our common stock could decline, and you may lose all or part of your investment. Additional risks and uncertainties not presently known to us or that we currently deem immaterial also may impair our business operations. You should consider carefully the risks and uncertainties included in this Quarterly Report and elsewhere in our Amended Annual Report and other SEC filings before you decide to invest in our common stock.
Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
We conducted the following sales of unregistered securities during the three months ended June 30, 2026, which sales were exempt from registration under the Securities Act upon reliance on Section 4(a)(2) thereof:
● On April 7, 2026 we issued 196,839 shares of our common stock to Mitsui, a related party, for consulting and professional services.
● On June 1, 2026 we issued to each of our independent directors, Amb. Roger Noriega, Ms. Cassiopeia Olson, and Mr. Stephen R. Petersen options to purchase 5,000 shares of common stock for a total aggregate of 15,000 shares, as approved in our annual shareholders’ meeting held on May 28, 2026.
Item 3. DEFAULTS UPON SENIOR SECURITIES
None.
Item 4. MINE SAFETY DISCLOSURES
None.
Item 5. OTHER INFORMATION
On May 12, 2026, Mr. Fogassa, our
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Item 6. EXHIBITS
(a) Exhibits
| Exhibit
Number |
Description | |
| 31.1* | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| 31.2* | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| 32.1** | Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
| 101.INS* | Inline XBRL Instance Document | |
| 101.SCH* | Inline XBRL Taxonomy Extension Schema Document | |
| 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
| 104* | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| * | Filed herewith. |
| ** | Furnished herewith. |
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Atlas Lithium Corporation
| Signature | Title | Date | ||
| /s/ Marc Fogassa | Chief Executive Officer (Principal Executive Officer) | August 14, 2026 | ||
| Marc Fogassa | and Chairman of the Board | |||
| /s/ Tiago Miranda | Chief Financial Officer (Principal Financial and | August 14, 2026 | ||
| Tiago Miranda | Accounting Officer) |
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Exhibit 31.1
CERTIFICATION
I, Marc Fogassa, certify that:
| (1) | I have reviewed this Quarterly Report on Form 10-Q for the quarter ended June 30, 2026 of Atlas Lithium Corporation; |
| (2) | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| (3) | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report; |
| (4) | The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have: |
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |
| (b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under their supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | |
| (c) | Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |
| (d) | Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the Company’s most recent fiscal quarter (the Company’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and |
| (5) | The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s Board of Directors (or persons performing the equivalent functions): |
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and | |
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. |
| Date: August 14, 2026 | /s/ Marc Fogassa |
| Marc Fogassa | |
| Chief Executive Officer | |
| (Principal Executive Officer) |
Exhibit 31.2
CERTIFICATION
I, Tiago Miranda, certify that:
| (1) | I have reviewed this Quarterly Report on Form 10-Q for the quarter ended June 30, 2026 of Atlas Lithium Corporation; |
| (2) | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| (3) | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report; |
| (4) | The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have: |
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |
| (b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under their supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | |
| (c) | Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |
| (d) | Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the Company’s most recent fiscal quarter (the Company’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and |
| (5) | The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s Board of Directors (or persons performing the equivalent functions): |
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and | |
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. |
| Date: August 14, 2026 | /s/ Tiago Miranda |
| Tiago Miranda | |
| Chief Financial Officer | |
| (Principal Financial and Accounting Officer) |
Exhibit 32.1
Certification of Chief Executive Officer and Principal Financial Officer
Pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned principal executive officer and principal financial officer of Atlas Lithium Corporation (the “Company”), certify that the Quarterly Report on Form 10-Q of the Company for the quarter ended June 30, 2026 fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended, and the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| Date: August 14, 2026 | By: | /s/ Marc Fogassa |
| Marc Fogassa | ||
| Chief Executive Officer | ||
| (Principal Executive Officer) | ||
| Date: August 14, 2026 | By: | /s/ Tiago Miranda |
| Tiago Miranda | ||
| Chief Financial Officer | ||
| (Principal Financial and Accounting Officer) |
A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.