ATLAS CRITICAL MINERALS Corp

Item 10. Additional Information.

10.A. Share Capital.

10.B. Memorandum and Articles of Association.

Amended and Restated Articles of Incorporation

Article I, Section 2 of our Articles of Incorporation provides that our purpose is to engage in any lawful act or activity for which corporations may now or hereafter be organized under the Marshall Islands Business Corporations Act.

Holders of our common stock are entitled to one vote per share in connection with the election of directors and all other matters submitted to a vote of shareholders. With respect to the common stock, our Articles of Incorporation and Bylaws place no restrictions on: (i) the payment of dividends, (ii) voting rights, (iii) rights to share in our profits, or (iv) rights to share in any surplus upon liquidation. Additionally, neither of our Articles of Incorporation or Bylaws contain (i) any redemption provisions with respect to the common stock, (ii) sinking fund provisions, (iii) liability to further capital calls by us, or (iv) discriminatory provisions against major shareholders. Dividends may be paid at the discretion of the Board of Directors at any regular or special meeting of the shareholders in the form of cash, stock, or other of our property.

Preferred Stock

The Board may, with respect to any series of preferred stock, fix by resolution or resolutions the designations and the powers, preferences and relative, participating, optional or other rights and qualifications, limitations or restrictions thereon, including, without limitation, (1) the designation of the series; (2) the number of shares in the series, which the Board of Directors may, except where otherwise provided in the Preferred Shares designation, increase or decrease, but not below the number of shares then outstanding; (3) whether dividends, if any, will be cumulative or non-cumulative and the dividend rate of the series; (4) the dates at which dividends, if any, will be payable; (5) the redemption rights and price or prices, if any, for shares of the series; (6) the terms and amounts of any sinking fund provided for the purchase or redemption of shares of the series; (7) the amounts payable on shares of the series in the event of any voluntary or involuntary liquidation, dissolution or winding-up of the affairs of the Corporation; (8) whether the shares of the series will be convertible into shares of any other class or series, or any other security, of the Corporation or any other corporation, and, if so, the specification of the other class or series or other security, the conversion price or prices or rate or rates, any rate adjustments, the date or dates as of which the shares will be convertible and all other terms and conditions upon which the conversion may be made; (9) conditions or restrictions on the issuance of shares of the same series or of any other class or series of the Preferred Shares; (10) the voting rights, if any, of the holders of the series; and (11) the rights to elect one or more directors of the Corporation. In case the number of shares of any series shall be decreased, the shares constituting such decrease shall resume the status of undesignated Preferred Shares.

Series A Preferred Stock

The holder of the single authorized and outstanding share of our Series A Preferred Stock is entitled to 51% of the total number of votes, voted together with the holders of our common stock as a single class, in connection with the election of directors and all other matters submitted to a vote of shareholders. The holder of our Series A Preferred Stock is not entitled to dividends, except that if a dividend is declared on our common stock, the holder of the Series A Preferred Stock shall participate in such dividend as if such Series A Preferred Stock had been converted into our common stock.

The holder of the Series A Preferred Stock is not entitled to any special redemption rights and there is no sinking fund provision with respect to outstanding shares of our Series A Preferred Stock. In the event of liquidation, the holder of Series A Preferred Stock shall not be entitled to a liquidation preference over the holders of common stock, but shall share pro rata in any sum owed to the holders of our common in connection with a liquidation event as if such Series A Preferred Stock had been converted into common stock.

The Series A Preferred Stock is convertible at any time, upon ten days’ notice to us, into one share of our common stock at the option of the Series A Preferred Stock holder.

For as long as there is one share of the Series A Preferred Stock outstanding, the holder of the Series A Preferred Stock shall be entitled to nominate one director to our Board of Directors. Since 2016, Marc Fogassa, our Founder, Chief Executive Officer, and Chairman has owned the only issued and outstanding share of Series A Preferred Stock.

Amended and Restated Bylaws

Our Bylaws provide that the annual meeting of the shareholder shall be on such day within or without the Marshall Islands as the Board of Directors may determine, for the purpose of electing directors and other business as may be properly brought to such meeting.

A special meeting of the shareholders can be called at any time by the Board of Directors, the Chairman, the President, or by shareholders owning not less than 25% of all the outstanding shares entitled to vote at such special meeting.

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.

On October 31, 2024, we entered into the Merger Agreement with Apollo Resources Corporation, pursuant to which Apollo Resources Corporation merged with and into us, with us being the surviving entity of the Merger. The Merger was consummated on November 19, 2024.

On December 18, 2024, we entered into the Option Agreement with Atlas Lithium, pursuant to which we acquired an option to acquire 100% of the equity interests of Brazil Minerals Resources Corporation, a wholly-owned subsidiary of Atlas Lithium Corporation.

For additional information regarding the Registration Rights Agreement, the Option Agreement and the Merger Agreement, please see “Item 7.B Major Shareholders and Related Party Transactions—Related Party Transactions.”

** 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.

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.

10.F. Dividends and Paying Agents.

10.G. Statement by Experts.

The disclosure of exploration results and resource estimates contained in this Annual Report is based on information and supporting documentation prepared by Volodymyr Myadzel, PhD and Orlando Garcia Rocha Filho, who ae qualified persons within the meaning of Item 1300 of Regulation S-K. Mr. Myadzel and Mr. Rocha consent to the use of such information in this Annual Report, in the form and context in which it has been presented herein.

Mr. Myadzel is a Principal Geologist of VMG Consultoria e Soluções Ltda., located at Av. do Contorno, 2905, Suite 406, Belo Horizonte, MG 30110-915, Brazil. He graduated with a degree in Geology from Kryvyi Rih National University, Kryvyi Rih, Ukraine in 1999. In addition, he obtained a PhD in Geology from Kryvyi Rih National University, Kryvyi Rih, Ukraine in 2004. He is Member #3974 of the Australasian Institute of Geoscientists. Mr. Myadzel has been working as a Geologist for a total of 26 years since graduation from university. His relevant experience includes modeling and resource and reserve estimation of deposits, prospecting and surveying, geological mapping, mineralogy and petrology of metamorphic rocks and ore deposits, and in particular iron deposits.

Mr. Rocha is a Principal Geologist at RCS Geologia e Meio Ambiente Ltda, located at Rua João Mota, nº 372, Suite 301, Centro, Santa Bárbara, MG 35.960-000, Brazil, since 2011. He graduated in Geology from the Federal University of Rio Grande do Norte, Brazil in 1992. He is Member #20708 of the Geological Association of Canada. He is Member # 3484D/MG of CREA (Regional Council of Engineering and Agronomy) of the state of Minas Gerais in Brazil. Mr. Rocha has been actively working as a Geologist for 32 years. His relevant experience includes modeling and estimating resource and deposit reserves, prospecting and surveying, geological mapping, mineralogy and petrology of metamorphic rocks and ore deposits, particularly of iron ore deposits.

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.

10.I. Subsidiary Information.

10.J. Annual Report to Securities Holders