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Atlas Critical Minerals (Nasdaq: ATCX) posts larger H1 2026 loss, builds cash

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(Neutral)
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Form Type
6-K

Rhea-AI Filing Summary

Atlas Critical Minerals Corporation reported unaudited results for the six months ended June 30, 2026. Revenue was $74,386, all from the Rio Piracicaba iron ore lease, while quartzite sales were nil versus the prior year as that project was paused. Operating expenses, including $2,934,934 in general and administrative costs and $2,368,168 of stock-based compensation, led to a net loss of $5,367,731 and a basic and diluted loss per share of $1.08.

Cash and cash equivalents increased to $5,536,422 from $30,220, driven by an underwritten Nasdaq public offering of 1,380,000 shares and total net common stock proceeds of $9,990,800. Total assets were $8,407,422 and total liabilities $552,707, resulting in stockholders’ equity of $7,854,715. Related-party payables fell sharply after repayment of $1,005,049 in intercompany loans to Atlas Lithium. Management changed the Brazilian subsidiaries’ functional currency to the U.S. dollar and implemented non-deliverable forward hedges with a $1,500,000 notional, generating $59,004 of unrealized gains recorded in other comprehensive income. A single customer accounted for all revenue, and one Series A preferred share held by the CEO continues to control 51% of voting power.

Positive

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Negative

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Filing Explained

Future ownership and transaction exposure remain conditional: 90,207 RSUs vest over time, while a $500,000 acquisition option is not a completed acquisition.

This Form 6-K furnishes unaudited interim information and shows that the January 8, 2026 underwritten offering was completed: 1,380,000 common shares were issued, bringing shares outstanding to 5,083,336 by June 30, 2026; the higher share count reduces existing holders’ percentage ownership absent offsetting changes.

Because an underwritten offering is bought by investment banks for resale, the disclosed approximately $11.0 million of gross proceeds was before underwriting discounts and offering expenses, compared with $9,990,800 of net common-stock proceeds.

The company also granted 90,207 restricted stock units; each provides one common share upon vesting, with 25% vesting annually over 2025–2030, so this represents conditional future share issuance rather than current issued shares.

The $500,000 option agreement recorded in other current assets gives the company an option to acquire 100% of Brazil Minerals Resources Corporation; the disclosure presents this as an option, not a completed acquisition.

The specified milestones are planned quartzite resumption in the first quarter of 2027 and settlement of the outstanding NDF contracts between July 31, 2026 and December 30, 2026.

Revenue $74,386 Revenue for the six months ended June 30, 2026
Net loss $5,367,731 Net loss for the six months ended June 30, 2026
Cash and cash equivalents $5,536,422 Cash and cash equivalents as of June 30, 2026
Net cash used in operating activities $3,224,779 Net cash used in operating activities for six months ended June 30, 2026
Net proceeds from sale of common stock $9,990,800 Net proceeds from sale of common stock during six months ended June 30, 2026
Common shares outstanding 5,083,336 shares Common stock issued and outstanding as of June 30, 2026
NDF notional amount $1,500,000 Total USD notional of open non-deliverable forward FX contracts as of June 30, 2026
Unrealized NDF gains in OCI $59,004 Unrealized gains from NDF contracts recognized in OCI for period ended June 30, 2026
non-deliverable forward financial
"utilize non-deliverable forward foreign-exchange contracts (“NDFs”)"
cash flow hedges financial
"designated and qualify as cash flow hedges, with the entire gain or loss"
A cash flow hedge is an accounting label companies use when they enter financial contracts—like currency or interest-rate agreements—to protect expected future cash payments or receipts from unpredictable moves. For investors, it signals that the company is trying to smooth out future cash variability (think of locking in a price to avoid surprises), which can reduce reported profit swings but also means the company has exposure to derivative instruments and their associated risks.
functional currency financial
"the U.S. Dollar became the functional currency of our Brazilian subsidiaries"
The functional currency is the single currency a company uses as its primary money for recording business transactions and preparing financial statements — think of it as the company's "home" currency or the money it budgets and measures performance in. It matters to investors because currency choices determine how foreign sales, costs and exchange-rate swings translate into reported revenue, profit and debt, affecting comparisons, risk assessments and valuation.
Accumulated Other Comprehensive Income financial
"translation adjustments were recorded as a component of Accumulated Other Comprehensive Income"
Accumulated other comprehensive income is a running total on a company’s balance sheet that records certain gains and losses not included in reported profit, such as unrealized gains or losses on some investments, currency translation differences, and pension plan adjustments. Think of it like items in a shopping cart you haven’t paid for yet: it doesn’t affect current profit but changes the company’s overall equity and signals potential future swings in value that investors should watch.
restricted stock units financial
"we granted 90,207 restricted stock units (“RSUs”) to certain executives"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
over-allotment option financial
"underwriters fully exercised their over-allotment option, contributing an additional 180,000 shares"
An over-allotment option is a special agreement that allows underwriters to sell more shares than initially planned if demand is high. Think of it like a retailer offering extra units of a popular product to meet additional customer interest. This option helps ensure the full sale is completed and can also give investors extra shares if they want more.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What were ATCX’s key financial results for the six months ended June 30, 2026?
Atlas Critical Minerals posted a net loss of $5,367,731 on revenue of $74,386 for the six months ended June 30, 2026. Operating expenses were $5,548,487, and basic and diluted loss per share was $1.08 on 4,950,536 weighted-average shares.

How did Atlas Critical Minerals (ATCX) strengthen its cash position in early 2026?
Cash and cash equivalents rose to $5,536,422 as of June 30, 2026, from $30,220 at year-end 2025. The increase was mainly driven by net proceeds of $9,990,800 from an underwritten public offering and was partly offset by operating cash outflows and capital spending.

What do ATCX’s projects contribute to revenue, and why were quartzite sales paused?
In the first half of 2026, net revenue of $74,386 came entirely from the Rio Piracicaba Iron Ore Project under a lease arrangement. The Quartzite Project generated no revenue, compared with $56,980 a year earlier, because operations were halted to address operational issues, with resumption planned for early 2027.

How many shares of ATCX are outstanding and what is the voting structure?
As of June 30, 2026, Atlas Critical Minerals had 5,083,336 common shares and one Series A preferred share outstanding. The single preferred share entitles its holder to 51% of total voting power, with common shareholders sharing the remaining 49% proportionally.

How is Atlas Critical Minerals (ATCX) managing foreign currency risk in Brazil?
The Brazilian subsidiaries’ functional currency changed to the U.S. dollar effective January 1, 2026. ATCX uses non-deliverable forward contracts as cash flow hedges, with $1,500,000 notional outstanding and unrealized gains of $59,004 recognized in other comprehensive income for the period.

How much cash did ATCX use in operations during the first half of 2026?
Net cash used in operating activities was $3,224,779 for the six months ended June 30, 2026. The primary driver was the net loss of $5,367,731, partly offset by non-cash items like $2,368,168 of stock-based compensation and depreciation and amortization.

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE

SECURITIES EXCHANGE ACT OF 1934

 

July 31, 2026

 

Commission File Number 001-43042

 

ATLAS CRITICAL MINERALS CORPORATION

(Translation of registrant’s name into English)

 

Rua Antônio de Albuquerque, 156, Suite 1720

Belo Horizonte, Minas Gerais, Brazil, 30112-010

(Address of principal executive offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

 

Form 20-F ☒ Form 40-F ☐

 

 

 

 
 

 

EXHIBIT INDEX

 

Exhibit No. Description
99.1   Atlas Critical Minerals Corporation. – Unaudited Interim Condensed Consolidated Financial Statements as of June 30, 2026.

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  Atlas Critical Minerals Corporation
     
Date: July 31, 2026 By: /s/ Marc Fogassa
    Marc Fogassa
    Chief Executive Officer

 

 

 

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Exhibit 99.1

 

Index to Interim Condensed Consolidated Financial Statements

 

Condensed Consolidated Balance Sheets as of June 30, 2026 (Unaudited) and December 31, 2025 2
   
Condensed Consolidated Statements of Operations and Comprehensive Loss for the Six Months Ended June 30, 2026 and 2025 (Unaudited) 3
   
Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Six Months Ended June 30, 2026, and 2025 (Unaudited) 4
   
Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2026 and 2025 (Unaudited) 5
   
Notes to the Condensed Consolidated Financial Statements (Unaudited) 6

 

1

 

 

ATLAS CRITICAL MINERALS CORPORATION

CONDENSED UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 

CONDENSED CONSOLIDATED BALANCE SHEETS

June 30, 2026 and December 31, 2025

 

   June 30,   December 31, 
   2026   2025 
   (Unaudited)     
ASSETS          
Current assets:          
Cash and cash equivalents  $5,536,422   $30,220 
Accounts receivable  $-   $28,539 
Taxes recoverable  $36,984   $18,177 
Derivative assets  $56,746   $- 
Inventory  $36,493   $36,493 
Other current assets  $502,323   $581,782 
Total current assets   

6,168,968

    695,211 
           
Other non-current assets  $118,466   $15,051 
Property and equipment, net  $2,119,988   $1,940,613 
Total assets  $8,407,422   $2,650,875 
LIABILITIES AND STOCKHOLDERS’ DEFICIT          
Current liabilities:          
Accounts payable  $497,853   $721,789 
Related party transactions  $20,268   $1,088,540 
Other current liabilities  $9,857   $8,830 
Total current liabilities  $527,978   $1,819,159 
           
Non Current liabilities:          
Other non-current liabilities  $24,729   $27,242 
Total non current liabilities  $24,729   $27,242 
           
Total liabilities  $552,707   $1,846,401 
Stockholders’ equity:          
Series A preferred stock, $0.001 par value, 10,000,000 shares authorized; 1 share issued and outstanding   -    - 
Common stock, $0.001 par value. 190,000,000 shares authorized; 5,083,336 and 3,474,972 shares issued and outstanding as of June 30, 2026 and December 31, 2025 respectively   5,083    3,475 
Additional paid-in capital  $28,228,472   $15,871,112 
Accumulated other comprehensive loss  $(504,376)  $(504,376)
Cumulative adjustment of the valuation of fin. instruments  $59,004   $- 
Accumulated deficit  $(19,933,468)  $(14,565,737)
Total stockholders’ equity  $7,854,715   $804,474 
Total liabilities and stockholders’ equity  $8,407,422   $2,650,875 

 

The accompanying notes are an integral part of the condensed consolidated financial statements.

 

2

 

 

ATLAS CRITICAL MINERALS CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

For the Six Months Ended June 30, 2026 and 2025

 

   Six Months Ended   Six Months Ended 
   June 30,   June 30, 
   2026   2025 
   (Unaudited)   (Unaudited) 
Gross revenues  $84,797   $79,416 
Sales deductions  $(10,411)  $(22,436)
Revenue  $

74,386

   $56,980 
Cost of revenue  $(2,343)  $(137,878)
Gross profit  $

72,043

   $(80,898)
Operating expenses:          
General and administrative  $

2,934,934

  $1,319,698
Stock-based compensation  $

2,368,168

  $1,356,795
Exploration  $244,637  $- 
Other operating expenses  $748   $18,656 
Total operating expenses  $

5,548,487

  $2,695,149
Loss from operations  $

(5,476,444

)  $(2,776,047)
Other (expense) income:          
Other (expense) income  $

4,946

   $-
Finance (costs) income  $

103,767

   $(23,306)
Total other (expense) income  $

108,713

   $(23,306)
Loss before provision for income taxes  $

(5,367,731

)  $(2,799,353)
Provision for income taxes  $-   $- 
Net loss  $

(5,367,731

)  $(2,799,353)
           
Basic and diluted loss per share          
Net loss per share  $(1.08)  $(0.94)
           
Weighted-average number of common shares outstanding:          
Basic and diluted   4,950,536    2,988,974 
           
Comprehensive loss:          
Net loss  $

(5,367,731

)  $(2,799,353)
Foreign currency translation adjustment  $-   $176,477 
Cumulative adjustment of the valuation of fin. instruments  $59,004      
Comprehensive loss  $

(5,308,727

)  $(2,622,876)

 

The accompanying notes are an integral part of the condensed consolidated financial statements.

 

3

 

 

ATLAS CRITICAL MINERALS CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (Unaudited)

For the Six Months Ended June 30, 2026 and 2025

 

                              
   Series A
Preferred Stock		   Common
Stock		   Additional
Paid-in		   Accumulated
Other
Comprehensive		   Cumulative
Adjustment
of the
Valuation
of Fin.		   Accumulated   Total
Stockholders’
Equity		 
   Shares   Value   Shares   Value   Capital   Loss   Instruments   Deficit   (Deficit) 
                                     
Balance, December 31, 2024   1   $-    2,778,061   $2,778   $10,931,692   $(669,350)  $-   $(9,145,542)  $      1,119,578 
                                              
Issuance of common stock in connection with sales made under private offerings   -    -    236,695    237    1,411,663    -    -    -    1,411,900 
Option agreement   -    -    66,496    66    499,934                   500,000 
Stock-based compensation   -    -    157,259    157    1,356,638    -    -    -    1,356,795 
Change in foreign currency translation   -    -    -    -    -    176,477    -    -    176,477 
Net loss   -    -    -    -    -    -    -    (2,799,353)   (2,799,353)
Balance, June 30, 2025   1   $-    3,238,511   $3,238   $14,199,927   $(492,873)  $-   $(11,944,895)  $1,765,397 
                                              
Balance, December 31, 2025   1   $-    3,474,972   $3,475   $15,871,112    (504,376)  $-   $(14,565,737)  $804,474 
                                              
Issuance of shares in connection with the underwritten public offering   -    -    1,380,000    1,380    9,989,420    -    -    -    9,990,800 
Stock-based compensation   -    -    228,364    228    2,367,940    -    -    

-

    2,368,168 
Adjustment of the valuation of fin. instruments   -    -    -    -    -    -    59,004    -    59,004 
Net loss   -    -    -    -    -    -    -    (5,367,731)   (5,367,731)
Balance, June 30, 2026   1   $-    5,083,336   $5,083   $28,228,472   $(504,376)  $59,004   $(19,933,468)  $7,854,715 

 

The accompanying notes are an integral part of the condensed consolidated financial statements.

 

4

 

 

ATLAS CRITICAL MINERALS CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Six Months Ended June 30, 2026 and 2025

 

   Six Months Ended   Six Months Ended 
   June 30,   June 30, 
   2026   2025 
   (Unaudited)   (Unaudited) 
Cash flows from operating activities of continuing operations:          
Net loss  $

(5,367,731

)  $(2,799,353)
Adjustments to reconcile net loss to cash used in operating activities:          
Stock-based compensation and services  $2,368,168   $1,356,795 
Depreciation and amortization  $11,502   $8,476 
Interest expense  $-   $22,837 
Provisions for contingencies  $-   $14,010 
Gain/loss on FOREX transactions  $1,742   $(3,861)
Accounts payable and accrued expenses  $(225,900)  $(17,279)
Inventories  $-   $137,878 
Accounts receivable and other assets  $(12,560)  $72,578 
Net cash provided by (used in) operating activities  $(3,224,779)  $(1,207,919)
           
Cash flows from investing activities:          
Acquisition of capital assets  $(190,876)  $(20,087)
Net cash provided by (used in) investing activities  $(190,876)  $(20,087)
           
Cash flows from financing activities:          
Related Party  $(1,068,273)  $(136,148)
Net proceeds from sale of common stock  $9,990,800   $1,411,901 
Net cash provided by (used in) financing activities  $8,922,527   $1,275,753 
           
Effect of exchange rates on cash and cash equivalents  $(670)  $1,279 
Net increase (decrease) in cash and cash equivalents  $5,506,202   $49,026 
Cash and cash equivalents at beginning of period  $30,220   $396,216 
Cash and cash equivalents at end of period  $5,536,422   $445,242 

 

The accompanying notes are an integral part of the condensed consolidated financial statements.

 

5

 

 

ATLAS CRITICAL MINERALS CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

NOTE 1 – ORGANIZATION, BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Organization and Description of Business

 

On July 27, 2016, Atlas Critical Minerals Corporation (“Atlas Critical Minerals”, the “Company”, “we”, “us”, or “our” refer to Atlas Critical Minerals Corporation and its consolidated subsidiaries) was incorporated as Jupiter Gold Corporation (“Jupiter Gold”) under the laws of the Republic of the Marshall Islands. Concurrently, Atlas Lithium Corporation (“Atlas Lithium”), a Nevada corporation, exchanged its 99.99% ownership in Mineração Jupiter Ltda (“MJL”), a Brazilian company, for 4,000,000 shares of Jupiter Gold’s common stock. Atlas Lithium held a 20.16% common stock position is our capital structure as of June 30, 2026. We trade under the symbol “ATCX” on the Nasdaq Capital Market (“Nasdaq”).

 

On January 8, 2026, we successfully completed an underwritten public offering of 1,200,000 shares of our common stock at an offering price of US$ 8.00 per share. In addition, the underwriters fully exercised their over-allotment option, contributing an additional 180,000 shares to the total offering, resulting in total gross proceeds to us of approximately US$ 11.0 million, before deducting underwriting discounts and offering expenses.

 

Concurrently with the offering, we received approval for the listing of its common shares on the Nasdaq Capital Market. Our common stock commenced trading on Nasdaq on January 9, 2026, under the ticker symbol “ATCX”.

 

Our mineral properties are in exploration or pre-exploration phases except for the following:

 

● Rio Piracicaba Iron Ore Project: located in the Iron Ore Quadrangle region of Minas Gerais state, this mineral right is fully permitted for an open pit mine operation and a dry processing facility. As of November 2025, we entered into a lease agreement with a third party (the lessee) by which the lessee is responsible for the mining activities and pays us an amount for each tonne of raw iron mined. Such iron ore operations started on November 28, 2025 and resulted in net revenues to us of $74,386 during the six-month period ended June 30, 2026.

 

● Quartzite Project: located in Minas Gerais state. In 2024, operations were started, and we produced and sold both quartzite blocks and beneficiated slabs to clients located both in Brazil and abroad. Net revenues generated during the six-month period ended June 30, 2026 were nil, compared to $56,980 for the corresponding period in 2025 because the quartzite operations were stopped to address certain operational issues and are currently planned to resume during the first quarter of 2027.

 

Segment reporting

 

We have one reportable segment: mining. The mining segment derives revenue in Brazil by mining, beneficiating and selling material mined from our mineral rights. To date, we have generated revenue solely from two projects: Rio Piracicaba Iron Ore Project and Quartzite Project. Our other mineral properties are in pre-exploration and exploration phase.

 

The accounting policies of the mining segment are the same as those described in the summary of significant accounting policies.

 

The chief operating decision maker (CODM) of the mining segment is our chief executive officer. The CODM regularly reviews the revenue, significant expenses categories, including exploration and evaluation costs, and general and administrative expenses.

 

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Total segment assets as of June 30, 2026, were $8,407,422, primarily consisting of cash and cash equivalents ($5,536,422) and mineral rights ($1,629,786). These assets are considered by the CODM in decision-making, including resource allocation, based on the development and exploration plans for each of our properties.

 

The CODM uses the gross profit of the reportable segment, presented on our consolidated statements of operation, as the only profit and loss measure for the decision-making process for the allocation of resources.

 

All of our revenue and long-lived assets are located in Brazil. For the six-month period ended June 30, 2026, we had one customer accounting for 100% of our revenue.

 

Basis of Presentation and Principles of Consolidation

 

The unaudited interim financial information presented in the financial statements for the six-month periods ended June 30, 2026 and 2025 have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), consistent in all material respects with those applied in our Annual Report on Form 20-F for the year ended December 31, 2025 (“2025 Form 20-F”) and are expressed in United States dollars. The information included in these condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and accompanying notes included in our 2025 Form 20-F. For the period ended June 30, 2026 the condensed consolidated financial statements include the accounts of the Company, its 99.99% directly-owned subsidiary, Mineração Jupiter Ltda, its 100% directly-owned subsidiary Mineração Apollo Ltda, and its 99.99% indirectly-owned subsidiaries Mineração Duas Barras Ltda and RST Recursos Minerais Ltda.

 

All material intercompany accounts and transactions have been eliminated in consolidation.

 

Use of Estimates

 

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingencies at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results may differ materially from those estimates.

 

Foreign Currency

 

Until December 31, 2025, the functional currency of our Brazilian subsidiaries was the Brazilian Real, as it represented the primary economic environment in which those subsidiaries operated. Assets and liabilities were translated into U.S. Dollars for consolidation purposes, and the resulting translation adjustments were recorded as a component of Accumulated Other Comprehensive Income (“AOCI”).

 

Effective January 1, 2026, management concluded that the U.S. Dollar became the functional currency of our Brazilian subsidiaries based on changes in the underlying economic facts and circumstances affecting their operations and financing activities. In particular, following our listing on the Nasdaq, we gained access to U.S. capital markets and expect to fund future capital requirements primarily through U.S. Dollar-denominated financing. Accordingly, management determined that the U.S. Dollar became the currency of the primary economic environment in which we operate.

 

In accordance with Accounting Standards Codification (“ASC”) 830, Foreign Currency Matters, the change in functional currency was accounted for prospectively beginning on January 1, 2026. Accordingly:

 

●monetary assets and liabilities were remeasured using exchange rates in effect as of the date of the change in functional currency;

 

●non-monetary assets and liabilities, including related depreciation and amortization, continue to be carried using the historical exchange rates established as of the date the new functional currency was adopted; and

 

●cumulative translation adjustments previously recorded in Accumulated Other Comprehensive Income (“AOCI”) remain in equity until the related foreign entities are substantially or completely liquidated.

 

Recent Accounting Pronouncements

 

We have implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new pronouncements other than those described in our 2025 Form 20-F that have been issued that are expected have a material impact on its financial position or results of operations.

 

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NOTE 2 – COMPOSITION OF CERTAIN FINANCIAL STATEMENT ITEMS

 

Inventories

 

Inventories as of June 30, 2026, and December 31, 2025, are comprised of the following:

 

 

   2026   2025 
   June 30,   December 31, 
   2026   2025 
Quartzite processed slabs   36,493    36,493 
Total   36,493    36,493 

 

Quartzite inventories as of June 30, 2026 contain slabs produced through the cutting and polishing of natural quartzite. Slabs are actively sold in the market and classified as finished goods.

 

Property and Equipment

 

The following table sets forth the components of our property and equipment as of June 30, 2026 and December 31, 2025:

 

   June 30, 2026   December 31, 2025 
       Accumulated   Net Book       Accumulated   Net Book 
   Cost   Depreciation   Value   Cost   Depreciation   Value 
Capital assets subject to depreciation:                              
Computers and office equipment   11,410    (2,279)   9,131    6,453    (1,290)   5,163 
Machinery and equipment   469,472    (22,313)   447,159    469,472    (14,845)   454,627 
Mineral rights (1) (2)   1,632,728    (2,942)   1,629,786    1,446,843    (749)   1,446,094 
Land   20,250    -    20,250    20,250    -    20,250 
Facilities   16,327    (2,665)   13,662    16,327    (1,848)   14,479 
Total fixed assets   2,150,187    (30,199)   2,119,988    1,959,345    (18,732)   1,940,613 

 

For the six months ended June 30, 2026 and 2025, we recorded depreciation and amortization expense of $11,502, $8,476, respectively.

 

(1)The amortization of mineral rights was triggered by the extraction of iron ore in the Rio Piracicaba Project, following the lease agreement entered into by us and a third party in 2025.
   
(2)During the first half of 2026, we acquired mineral rights for graphite totaling 1,563 hectares in Malacacheta, Minas Gerais, for a purchase price of $185,884.

 

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Derivative assets - Non-Deliverable Forward

 

Our Brazilian subsidiaries are exposed to foreign-currency exchange-rate fluctuations in the normal course of business because a portion of their expenses are paid in Brazilian reais (BRL). To mitigate this exposure, these subsidiaries utilize non-deliverable forward foreign-exchange contracts (“NDFs”), which are designed to offset changes in cash flows attributable to currency exchange movements.

 

We apply hedge accounting in accordance with U.S. GAAP (ASC 815). As a result, these derivative instruments are designated and qualify as cash flow hedges, with the entire gain or loss on the derivative initially recorded in Other Comprehensive Income (OCI). These amounts remain deferred in OCI and are subsequently reclassified into earnings in the same income statement line item as the hedged item when it affects earnings.

 

We actively monitor the derivative portfolio of its subsidiaries on a monthly basis to assess financial results and cash flow implications. These contracts are used strictly for risk management purposes, and none of our Brazilian subsidiaries engage in speculative foreign-exchange transactions. Additionally, these contracts do not contain any credit-risk-related contingent features.

 

As of June 30, 2026, the fair value of outstanding NDF contracts was recorded as Derivative assets on the balance sheet. 

 

For the period ended June 30, 2026:

 

  ● we had unrealized gains/(losses) from NDF contracts recognized in OCI of $59,004; and
     
  ● we reclassified a $42,158 revenue into Finance (costs) income from OCI.

 

The following table summarizes the non-deliverable forward foreign exchange contracts that remain open as of June 30, 2026:

 

Subsidiary   Dates Entered Into   Derivative Financial Instrument  

Total Notional Amounts

(USD)

    

FX rate

(BRL/USD)

    

Total Notional Amounts

(BRL)

    

Settlement Dates

(Range)

                               
Mineração Apollo Ltda   March, 2026   Forward foreign exchange contracts (USD/BRL)   $ 1,500,000       5.50       8,243,875     31-Jul-2026 - 30-Dec-2026

 

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Related Party Receivables/Payables

 

As of June 30, 2026, we had related party payables totaling $20,268, compared to $1,088,540 as of December 31, 2025.

 

The balance as of June 30, 2026 relates to amounts payable to Atlas Lítio do Brasil Ltda. (“ALB”), an indirect subsidiary of Atlas Lithium under a cost-sharing agreement for geology-related and administrative support services. The balance associated with this arrangement was $83,493 as of December 31, 2025.

 

The December 31, 2025 related party balance also included intercompany loans payable to Atlas Lithium totaling $1,005,049, which were fully settled during the first quarter of 2026.

 

Accounts Payable and Accrued Expenses

 

 

 

  June 30, 2026   December 31, 2025 
Trade payables  376,142    594,566 
Payroll and social charges  102,941    116,221 
Taxes payable  18,770    11,002 
Total  497,853   721,789 

 

Other Current Assets

 

Other current assets are comprised primarily of the amounts paid to Atlas Lithium following the Option Agreement, 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.

 

The table below summarizes the amounts presented as Other Current Assets:

 

    June 30, 2026     December 31, 2025  
Option agreement     500,000       500,000  
Other     2,323       81,782  
Total     502,323       581,782  

 

NOTE 3 – OTHER NONCURRENT LIABILITIES

 

Other noncurrent liabilities are comprised of tax refinancing programs at our operating subsidiaries located in Brazil and provision for contingencies. The balance of these non-current liabilities as of June 30, 2026, and December 31, 2025, amounted to $24,729 and $27,242, respectively.

 

NOTE 4 – STOCKHOLDERS’ EQUITY

 

Issued and Authorized

 

Our authorized capital consists of 190,000,000 shares of common stock and 10,000,000 shares of preferred stock. As of June 30, 2026, we had 5,083,336 shares of our common stock and one share of our preferred stock issued and outstanding. As of December 31, 2025, we had 3,474,972 shares of our common stock and one share of our preferred stock issued and outstanding.

 

Common Stock

 

During the six-month period ended June 30, 2026, we issued 1,608,364 shares of common stock, as follows:

 

Six months ended June 30, 2026

   Number of 
   shares 
Shares arising from stock-based compensation to executives and consultants   228,364 
Issuance of shares in connection with the underwritten public offering   1,380,000 
Total   1,608,364 

 

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Preferred A Stock

 

In 2016, we issued to Marc Fogassa, its Founder, Chief Executive Officer, and Chairman, one share of a Series A Convertible Preferred Stock (“Preferred A Stock”). The Certificate of Designations, Preferences and Rights of Preferred A Stock provides that for so long as it is issued and outstanding, its holders shall vote together as a single class with the holders of our common stock, with the holders of Preferred A Stock being entitled to 51% of the total votes on all such matters regardless of the actual number of shares of Preferred A Stock then outstanding, and the holders of common stock are entitled to their proportional share of the remaining 49% of the total votes based on their respective voting power.

 

Stock Options

 

During the six-month period ended June 30, 2026, we did not issue options to acquire shares of its common stock and no options have been exercised or have expired.

 

Stock Warrants

 

During the six-month period ended June 30, 2026, we did not issue any warrants.

 

Restricted Stock Units

 

During the six-month period ended June 30, 2026, we granted 90,207 restricted stock units (“RSUs”) to certain executives and consultants. Each RSU entitles the holder to receive one share of our common stock upon vesting. The awards are subject solely to time-based vesting conditions, with 25% of the RSUs vesting annually over a period from 2025 to 2030.

 

These RSUs were issued with a total grant-date fair value of $935,033, determined using our closing market price on the grant date.

 

NOTE 5 – RISKS AND UNCERTAINTIES

 

Currency Risk

 

We operate primarily in Brazil which exposes us to foreign currency risks. Our business activities may generate intercompany receivables or payables that are in a currency other than our functional currency. Changes in exchange rates from the time the activity occurs to the time payments are made may result in us receiving either more or less in local currency than the local currency equivalent at the time of the original activity.

 

NOTE 6 – SUBSEQUENT EVENTS

 

In accordance with FASB ASC 855-10 Subsequent Events, we have analyzed its operations subsequent to June 30, 2026 to the date these consolidated financial statements were issued, and have determined that we do not have any material subsequent events to disclose in these consolidated financial statements.

 

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Source: View Original Filing on SEC EDGAR

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