Atlas Critical Minerals Announces Pricing of Upsized $9.6 Million Public Offering of Common Stock and Uplisting to Nasdaq Stock Exchange

Rhea-AI Summary

Atlas Critical Minerals (NASDAQ:ATCX) priced an upsized firm commitment public offering of 1,200,000 common shares at $8.00 per share for gross proceeds of approximately $9.6 million before expenses and underwriting discounts. The underwriters have a 45-day option to buy up to 180,000 additional shares to cover over-allotments. The offering is expected to close on January 12, 2026, subject to customary conditions. The company received approval to list on the Nasdaq Capital Market on January 8, 2026, with Nasdaq trading expected to commence on January 9, 2026. Net proceeds are intended to fund exploration and development of the company's Brazil critical minerals projects, with any surplus for working capital or corporate purposes.

Positive

• Gross proceeds $9.6M from upsized offering
• Nasdaq uplisting approved Jan 8, 2026; trading expected Jan 9, 2026
• Proceeds targeted to advance exploration and development in Brazil

Negative

• Issuance of 1,200,000 shares creates immediate shareholder dilution
• Underwriters' 180,000-share (15%) over-allotment option may increase dilution
• Stated $9.6M gross proceeds are before underwriting discounts and expenses, reducing net funding

News Market Reaction

-28.16%

6 alerts

-28.16% News Effect

-17.3% Trough in 7 min

-$11M Valuation Impact

$28M Market Cap

0.1x Rel. Volume

On the day this news was published, ATCX declined 28.16%, reflecting a significant negative market reaction. Argus tracked a trough of -17.3% from its starting point during tracking. Our momentum scanner triggered 6 alerts that day, indicating moderate trading interest and price volatility. This price movement removed approximately $11M from the company's valuation, bringing the market cap to $28M at that time.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Gross proceeds: $9.6 million Shares offered: 1,200,000 shares Offering price: $8.00 per share +5 more

8 metrics

Gross proceeds $9.6 million Upsized public offering before expenses and fees

Shares offered 1,200,000 shares Common stock in firm commitment underwritten offering

Offering price $8.00 per share Public price for common stock in offering

Over-allotment option shares 180,000 shares Additional shares available to underwriters

Over-allotment option term 45 days Period for underwriters’ option to purchase extra shares

Expected closing date January 12, 2026 Planned closing of public offering

Nasdaq trading start January 9, 2026 Expected start of trading under ticker ATCX

F-1 effectiveness date January 8, 2026 Form F-1 declared effective by SEC

Market Reality Check

Price: $9.68

normal vol

$9.68 Last Close

Market Pulse Summary

The stock dropped -28.2% in the session following this news. A negative reaction despite the Nasdaq ...

Analysis

The stock dropped -28.2% in the session following this news. A negative reaction despite the Nasdaq uplisting would fit a pattern where investors focused on dilution from the equity raise. The company priced 1,200,000 shares at $8.00 for gross proceeds of $9.6 million, with a 45-day over-allotment option for 180,000 additional shares. Such structures can pressure sentiment even when uplisting to a major exchange and advancing projects are central goals.

Key Terms

firm commitment underwritten public offering, over-allotments, Nasdaq Capital Market, Form F-1, +4 more

8 terms

firm commitment underwritten public offering financial

"announced the pricing of its upsized firm commitment underwritten public offering"

A firm commitment underwritten public offering is when an investment bank agrees to buy all new shares from a company at an agreed price and then resell them to investors, taking on the risk that it must sell the stock. Think of it like a retailer buying a full shipment up front so the seller is guaranteed cash. For investors, it guarantees the company will raise a specific amount but can dilute existing shareholders and affect market price depending on how the resale goes.

over-allotments financial

"to purchase up to 180,000 additional shares of common stock... to cover over-allotments"

An over-allotment is a temporary extra batch of shares that the underwriters of a stock offering are allowed to sell beyond the original amount, with the right to buy those shares back later. Think of it as spare tickets sold to meet demand and then reclaimed if needed to keep the market orderly; it helps stabilize the stock price after an offering and can affect short-term supply and potential dilution, which matters to investors tracking price and ownership stakes.

Nasdaq Capital Market technical

"approval to list its common stock on the Nasdaq Capital Market stock exchange"

The Nasdaq Capital Market is a platform where smaller, emerging companies can list their shares for trading by investors. It provides these companies with access to funding and visibility, helping them grow, much like a local marketplace where new vendors can introduce their products to potential customers. For investors, it offers opportunities to discover early-stage companies with growth potential.

Form F-1 regulatory

"A registration statement on Form F-1 relating to the securities"

A Form F-1 is the document a non-U.S. company files with U.S. regulators when it wants to sell stock or other securities to U.S. investors. It lays out the company’s business, finances, risks and how the offering will work, acting like a product manual and ingredient list so investors can judge what they’re buying. For investors, it’s a key source of verified information used to compare opportunities and assess potential reward and risk.

Form S-1 regulatory

"an additional registration statement on Form S-1 (File No. 333-292623)"

A Form S-1 is the registration filing a company submits to the U.S. Securities and Exchange Commission when it plans to offer stock to the public, most commonly for an initial public offering. Think of it as the company’s full disclosure packet or blueprint: it contains audited financials, business description, management background, risk factors and details of the offering, giving investors the information needed to judge the company’s financial health and potential risks before buying shares.

Rule 462(b) regulatory

"was filed pursuant to Rule 462(b) on January 8, 2025"

Rule 462(b) is an SEC provision that lets an issuer add more securities of the same class to an already-effective registration statement by filing a short post-effective amendment that becomes effective on filing, so the additional securities are immediately registered without redoing the full approval process. For investors this matters because it lets companies and underwriters expand an offering quickly—like adding extra seats to a sold-out show—changing supply and potential dilution that can affect the stock price.

registration statement regulatory

"A registration statement on Form F-1 relating to the securities"

A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.

prospectus regulatory

"This offering was made only by means of a prospectus forming part of the effective registration statement"

A prospectus is a detailed document that explains a company's plans for offering new shares or investments to the public. It’s important because it provides potential investors with key information about the company’s business, risks, and how they might make money, helping them decide whether to invest. Think of it as a guidebook for understanding what you're buying into.

AI-generated analysis. Not financial advice.

Belo Horizonte, Brazil--(Newsfile Corp. - January 8, 2026) - Atlas Critical Minerals Corporation (OTCQB: JUPGF) ("Atlas Critical Minerals" or "the Company"), a company focused on critical minerals for advanced technology uses, energy transition, and defense applications, announced the pricing of its upsized firm commitment underwritten public offering, with new long term focused U.S. institutional investors alongside existing shareholders including Atlas Lithium Corporation, of 1,200,000 shares of its common stock, at a public price of $8.00 per share. The gross proceeds from the offering are expected to be approximately $9.6 million before offering expenses and underwriting discounts and commissions.

In connection with the offering, the Company has also granted the underwriters a 45-day option to purchase up to 180,000 additional shares of common stock at the public offering price, less underwriting discounts and commissions, to cover over-allotments, if any. The offering is expected to close on January 12, 2026, subject to customary closing conditions. On January 8, 2026, the Company received approval to list its common stock on the Nasdaq Capital Market stock exchange ("Nasdaq"). Trading on Nasdaq is expected to commence on January 9, 2026 under the ticker symbol "ATCX." The Company's shares will continue to be quoted on the OTCQB until trading on Nasdaq commences. Shareholders are not required to take any action as a result of the uplisting.

Atlas Critical Minerals intends to use the net proceeds from this offering to advance exploration and development activities across its critical minerals project portfolio in Brazil, with any surplus intended to be used for general working capital, cash reserves, or other corporate purposes at the discretion of management.

A.G.P./Alliance Global Partners and Banco Bradesco BBI S.A. are acting as book-running managers for the offering.

A registration statement on Form F-1 relating to the securities (File No. 333-290242) was previously filed with the Securities and Exchange Commission ("SEC") and was declared effective on January 8, 2026, and an additional registration statement on Form S-1 (File No. 333-292623) was filed pursuant to Rule 462(b) on January 8, 2025 and became automatically effective upon filing. This offering was made only by means of a prospectus forming part of the effective registration statement. Copies of the prospectus may be obtained on the SEC's website at http://www.sec.gov. Electronic copies of the prospectus may be obtained from A.G.P./Alliance Global Partners, 590 Madison Avenue, 28th Floor, New York, NY 10022, or by telephone at (212) 624-2060, or by email at prospectus@allianceg.com.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

About Atlas Critical Minerals Corporation

Atlas Critical Minerals Corporation (OTCQB: JUPGF) controls a large portfolio of critical mineral rights in Brazil, encompassing over 218,000 hectares, and including projects in rare earths, titanium, graphite, and uranium - minerals essential for advanced technology uses, energy transition, and defense applications. Additionally, the Company's first iron ore project began operations in November 2025. More information is available in the Company's filings with the U.S. Securities and Exchange Commission.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended. The words "anticipate," "believe," "continue," "could," "estimate," "expect," "intend," "may," "plan," "potentially," "predict," "project," "should," "target," "will," "would" and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. The forward-looking statements include without limitation, statements regarding the closing of the offering, the satisfaction of the closing conditions of the offering, and the use of net proceeds from the offering. Forward-looking statements are based upon the current plans, estimates and projections of Atlas Critical Minerals and its subsidiaries and are subject to inherent risks and uncertainties which could cause actual results to differ from the forward-looking statements, including, without limitation, risks and uncertainties related to market conditions, the risk that the proposed public offering will not be consummated on the terms or in the amounts contemplated or otherwise, the satisfaction of customary closing conditions related to the proposed public offering, the Company's ability to continue as a going concern and its history of losses, the Company's ability to obtain additional financing, the Company's use of the net proceeds from the proposed public offering, the Company's ability to study and properly explore the various mineral rights that it owns, the Company's ability to obtain the necessary permitting for mining and processing material obtained in mining, the accuracy of the Company's estimates regarding expenses, future revenues and capital requirements, the implementation of the Company's business model and strategic plans for its business, the Company's ability to retain key management personnel, regulatory developments and the Company's compliance with applicable laws, as well as as those risks described under "Risk Factors" in the prospectus related to the proposed offering. Therefore, you should not place undue reliance on these forward-looking statements.

Risks related to the Company and its subsidiaries are also discussed in the section entitled "Risk Factors" in the Company's Form 20-F filed with the Securities and Exchange Commission (the "SEC") on February 28, 2025. Please also refer to the Company's other filings with the SEC, all of which are available at www.sec.gov. In addition, any forward-looking statements represent the Company's views only as of today and should not be relied upon as representing its views as of any subsequent date. The Company explicitly disclaims any obligation to update or revise any forward-looking statements to reflect any change in its expectations or any change in events, conditions, or circumstances on which any such statement is based.

Investor Relations
Brian W. Bernier
Vice President, Investor Relations
+1 (833) 661-7900
brian.bernier@atlas-cm.com

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/279877

FAQ

What did Atlas Critical Minerals (ATCX) announce on January 9, 2026?

Atlas priced an upsized public offering of 1,200,000 shares at $8.00 per share for gross proceeds of ~$9.6M and received Nasdaq approval.

When will ATCX begin trading on Nasdaq and under what ticker?

Trading on Nasdaq is expected to commence on January 9, 2026 under the ticker ATCX.

How might the offering affect existing ATCX shareholders?

Shareholders may experience dilution from the issuance of 1,200,000 shares plus up to 180,000 additional shares if over-allotment is exercised.

What will Atlas use the net proceeds from the offering for?

Net proceeds are intended to advance exploration and development across its critical minerals projects in Brazil, with any surplus for working capital or corporate purposes.

When is the offering expected to close and who are the book-runners?

The offering is expected to close on January 12, 2026, with A.G.P./Alliance Global Partners and Banco Bradesco BBI acting as book-running managers.