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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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Atlas Critical Minerals Corporation (Name of Issuer) |
Common Stock, par value $0.001 (Title of Class of Securities) |
G5211G200 (CUSIP Number) |
01/08/2026 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
| Rule 13d-1(b) |
| Rule 13d-1(c) |
| Rule 13d-1(d) |
SCHEDULE 13G
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| CUSIP No. | G5211G200 |
| 1 | Names of Reporting Persons
Marc Fogassa | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,222,884.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
24.47 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Atlas Critical Minerals Corporation | |
| (b) | Address of issuer's principal executive offices:
Rua Antonio de Albuquerque, 156, Suite 1720 Belo Horizonte, Minas Gerais, Brazil, 30112-010 | |
| Item 2. | ||
| (a) | Name of person filing:
Marc Fogassa (the "Reporting Person") | |
| (b) | Address or principal business office or, if none, residence:
1200 N. Federal Hwy, Suite 200
Boca Raton, Florida 33432 | |
| (c) | Citizenship:
United States | |
| (d) | Title of class of securities:
Common Stock, par value $0.001 | |
| (e) | CUSIP No.:
G5211G200 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
1,222,884
The number of shares of Common Stock beneficially owned by the Reporting Person includes 1,222,883 shares of Common Stock and one (1) share of Series A Preferred which is convertible at any time, at the election of the Reporting Person, into one (1) share of Common Stock. | |
| (b) | Percent of class:
24.47%
The percentage of shares of Common Stock reported owned by the Reporting Person is based on information included in the Issuer's Prospectus dated January 8, 2026, as filed with the Securities and Exchange Commission (the "SEC") on January 12, 2026 pursuant to Rule 424(b)(4) (the "Prospectus"), which reported that 3,617,445 shares were outstanding as of January 8, 2026, and the Issuer's Form 6-K furnished to the SEC on January 12, 2026, which reported that 1,380,000 were issued in the Issuer's underwritten public offering, for a total of 4,997,445 shares outstanding as of that date. %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
1,222,884
The number of shares which the Reporting Person has the sole power to vote includes 1,222,883 shares of Common Stock and one (1) share of Series A Preferred which is convertible at any time, at the election of the Reporting Person, into one (1) share of Common Stock, and assumes the conversion of the Series A Preferred. The Series A Preferred entitles the Reporting Person to 51% of the total number of votes, voting together with the holders of Common Stock as a single class, in connection with the election of director and all other matters submitted to a vote of the Issuer's shareholders. As a result, the Reporting Person's aggregate voting power, based on the ownership of both the Common Stock and the unconverted Series A Preferred, is 62.9%. | ||
| (ii) Shared power to vote or to direct the vote:
0 | ||
| (iii) Sole power to dispose or to direct the disposition of:
1,222,884 | ||
| (iv) Shared power to dispose or to direct the disposition of:
0 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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