Jupiter Gold Corp

Item 10. Additional Information.

Item 10.A.

As of December 31, 2023, we had 9,674,497 shares of our Common Stock, par value $0.001 per share, and 1 share of our Series A Convertible Preferred Stock, par value $0.001 per share, issued and outstanding.

As of December 31, 2023, we had 40 million common shares and 10 million preferred shares authorized.

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Item 10.B. Memorandum and Articles of Association.

Our Articles of Incorporation and Certificate of Incorporation are hereby incorporated by reference to Exhibits 1.1 and 1.2, respectively, in our F-1.

Item 10.C. Material Contracts.

The following descriptions of the material provisions of the referenced agreements do not purport to be complete and are subject to, and qualified in their entirety by reference to the agreements which have been filed as exhibits to this report.

Registration Rights Agreement

The Registration Rights Agreement provides that whenever we propose to register any of its securities under the Securities Act of 1933, as amended (the “Securities Act”) and the registration form to be used may be used for the registration and contemplated disposition of Registrable Securities (a “Piggyback Registration”), we will give prompt written notice to Atlas Lithium of its intention to effect such a registration so that such notice is received by Atlas Lithium at least twenty (20) days before the anticipated filing date. We will include in such registration all securities covered by the Registration Agreement (“Registrable Securities”) with respect to which we have received a written request for inclusion therein subject to any limitations on the number of shares that may be registered for resale that may be imposed by law, including positions of the staff of the SEC. In connection with each Piggyback Registration, all of the expenses incurred in compliance with the aforesaid, including, without limitation, all registration and filing fees, printing expenses, fees and disbursements of our counsel and our blue sky fees and expenses will be paid by us and Atlas Lithium shall pay all of the underwriting discounts and selling commissions applicable to the sale of Registrable Securities and all fees and disbursements of counsel for Atlas Lithium attributable to the sale of its securities pursuant to the Piggyback Registration.

Item 10.D. Exchange Controls

Foreign direct investment in Brazil is governed by Law number 14.286 of December 29, 2021 (the “New Foreign Exchange Law”), replacing Brazilian Laws number. 4.131 (1962) and number 11.371 (2006), incorporating crucial amendments. Under the New Foreign Exchange Law, foreign direct investors must adhere to a set of reporting and regulatory obligations.

Foreign investments, whether in the form of portfolio investments or direct investments in the capital market by individuals or entities, are subject to rigorous registration requirements. Portfolio investments, now regulated by Brazil Monetary Council (“CMN”) Resolution number 4.373 since March 30, 2015, have introduced changes aimed at facilitating the entry of foreign investors into the Brazilian financial and capital markets.

Non-resident investors are obligated to report their status to the Brazilian Central Bank, appoint a tax representative, and engage a representative in Brazil for service of process in suits under Brazilian Corporate Law. Additionally, investments exceeding US$ 100,000.00 require prompt reporting to the Brazilian Central Bank through the Foreign Capital Information Reporting System – Foreign Direct Investment within 30 days of funds flowing into Brazil.

The reporting obligations extend to various aspects, including the remittance of profits abroad, the repatriation of capital, and the formalization of reinvestments. Investments are reported in the foreign currency of origin or in Brazilian currency if derived from a non-resident account in Brazil.

Other than such reporting obligations, foreign investment is not subject to government approvals or authorizations and there are no requirements regarding minimum investment or local participation in capital (except in very limited cases such as in regard to financial institutions, insurance companies and other entities subject to specific regulations). Foreign participation, however, is limited (that is, subject to approvals) or forbidden in several sectors.

Foreign investments in currency must be officially channeled through financial institutions duly authorized to deal in foreign exchange. Foreign currency must be converted into Brazilian currency and vice versa through the execution of an exchange contract. Foreign investments may also be made through the contribution of assets and equipment intended for the local production of goods and services.

The role of attorneys-in-fact from the previous legislation has evolved into the appointment of a representative in Brazil. This representative, authorized by the Brazilian Central Bank, assumes responsibility for compliance with registration and reporting requirements.

Remittances abroad, covering the distribution of profits or interest on equity and repatriation of capital, follow a meticulous process involving foreign exchange contracts. These contracts are established between the Brazilian company and an authorized Brazilian commercial bank, reflecting the exchange of Brazilian currency into foreign currency at an agreed-upon rate.

While historical instances, such as the freeze on dividend and capital repatriations in 1989 and 1990, demonstrated the government’s use of temporary restrictions to protect foreign currency reserves, the New Foreign Exchange Law provides a framework for potential future restrictions. The likelihood of such restrictions is influenced by factors such as Brazil’s foreign currency reserves, availability of foreign currency, debt service burden, policy towards the International Monetary Fund, and broader political constraints.

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Item 10.E. Taxation

Investors should consult their own tax advisor regarding the specific tax consequences of owning and disposing of our common stock, including eligibility for the benefits of any treaty for the avoidance of double taxation, the applicability or effect of any special rules to which they may be subject, and the effect of any state, local, or other tax laws.

Marshall Islands Tax Considerations

The following is applicable only to persons who are not citizens of and do not reside in, maintain offices in or engage in business, transactions or operations in the Marshall Islands.

Non-resident shareholders in Marshall Islands are not subject to Marshall Islands stamp, capital gains or other taxes on the purchase, ownership or disposition of our common shares, and will not be required by the Marshall Islands to file a tax return related to our common shares.

Item 10.F. Dividends and Paying Agents.

Not required.

Item 10.G. Statement by Experts.

Not required

Item 10.H. Documents on Display.

We are subject to the informational requirements of the Exchange Act applicable to foreign private issuers and, in accordance with these requirements, we file reports with the SEC. As a foreign private issuer, we are exempt from the rules under the Exchange Act relating to the furnishing and content of proxy statements, and our officers, directors and principal shareholders are exempt from the reporting and short swing profit recovery provisions contained in Section 16 of the Exchange Act. In addition, we are not required under the Exchange Act to file periodic reports and financial statements with the Securities and Exchange Commission as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act.

You may read and copy any documents that we file with the SEC, including this Report and the related exhibits, without charge at the web site maintained by the Securities and Exchange Commission at www.sec.gov.

Item 10.I. Subsidiary Information.

Item 10.J. Annual Report to Securities Holders

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