RELATED PARTY TRANSACTIONS |
12 Months Ended | |||
|---|---|---|---|---|
Dec. 31, 2025 | ||||
| Related Party Transactions [Abstract] | ||||
| RELATED PARTY TRANSACTIONS | 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:
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.
Mitsui & Co. Ltd.
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 $ million at a per share purchase price of $. The transaction closed in connection with a registered offering under the Company’s registration statement on Form S-3 (No. 333-274223) (the “Mitsui Registered Offering”).
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, our subsidiary Atlas Brazil and Mitsui entered into an Offtake and Sales Agreement, pursuant to which Atlas Brazil agreed to sell and deliver to the Mitsui, and Mitsui agreed to purchase and take delivery of, (i) the spot quantity of fifteen thousand (15,000) dry metric tons of Atlas Brazil’s product, and, subject to the fulfillment of certain conditions precedent, (ii) up to sixty thousand (60,000) dry metric tons of Atlas Brazil’s product for each year, up to a total of three hundred thousand (300,000) dry metric tons.
Atlas Critical Minerals Corporation
During the year ended December 31, 2025, 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, Atlas Critical Minerals issued shares of its common stock to Mr. Fogassa during the year ended December 31, 2025 representing 4% of Atlas Critical Mineral’s total outstanding common stock as of January 1, 2025.
Atlas Critical Minerals issued restricted stock units and shares of common stock (not including the shares mentioned in the above paragraph) of Atlas Critical Minerals to officers and directors of the Company at a weighted average price of $ per share in settlement of $466,016 in salaries and fees owed to such officers and directors due to their services provided to Atlas Critical Minerals.
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