Atlas Critical Minerals Corporation reports that Marc Fogassa beneficially owns 1,222,884 shares of Common Stock, consisting of 1,222,883 common shares and one share of Series A Convertible Preferred, representing 24.47% of the class based on 4,997,445 shares outstanding as of January 8, 2026.
The Series A Preferred is convertible at the Reporting Person's election into one common share and carries 51% of voting power; the filing states aggregate voting power of 62.9% when the Series A Preferred is not converted.
Positive
None.
Negative
None.
Insights
Majority voting power concentrated through a convertible preferred share.
The filing shows 1,222,884 shares beneficially owned, with a convertible Series A Preferred that the holder can convert into one common share but which currently carries 51% of total votes.
This structure means voting influence can differ from economic stake; subsequent disclosures on director elections or related-party arrangements would clarify governance effects.
Disclosure aligns with Schedule 13G reporting of a >5% beneficial owner.
The filer cites the issuer's prospectus and Form 6-K for the January 8, 2026 outstanding share base of 4,997,445 shares used to compute 24.47%. The statement separates conversion assumption from actual voting rights.
Regulatory watchers should note the dual reporting of percent owned and separate voting-power figures in future filings.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Atlas Critical Minerals Corporation
(Name of Issuer)
Common Stock, par value $0.001
(Title of Class of Securities)
01/08/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP Number(s):
1
Names of Reporting Persons
Marc Fogassa
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
1,222,884.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
1,222,884.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,222,884.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
24.47 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: : Ownership comprises 1,222,883 shares of Common Stock and one share of Series A Convertible Preferred Stock (the "Series A Preferred") which is convertible at any time, at the election of the Reporting Person, into one (1) share of Common Stock. Ownership of Common Stock assumes conversion of the Series A Preferred. The Series A Preferred entitles the Reporting Person to 51% of the total number of votes, voting together with the holders of Common Stock as a single class, in connection with the election of director and all other matters submitted to a vote of the Issuer's shareholders. The percentage reported does not reflect the 51% voting power of the Series A Preferred because the shares are treated as converted into Common Stock for the purpose of this Schedule 13G.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Atlas Critical Minerals Corporation
(b)
Address of issuer's principal executive offices:
Rua Antonio de Albuquerque, 156, Suite 1720 Belo Horizonte, Minas Gerais, Brazil, 30112-010
Item 2.
(a)
Name of person filing:
Marc Fogassa (the "Reporting Person")
(b)
Address or principal business office or, if none, residence:
1200 N. Federal Hwy, Suite 200
Boca Raton, Florida 33432
(c)
Citizenship:
United States
(d)
Title of class of securities:
Common Stock, par value $0.001
(e)
CUSIP No.:
G5211G200
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
1,222,884
The number of shares of Common Stock beneficially owned by the Reporting Person includes 1,222,883 shares of Common Stock and one (1) share of Series A Preferred which is convertible at any time, at the election of the Reporting Person, into one (1) share of Common Stock.
(b)
Percent of class:
24.47%
The percentage of shares of Common Stock reported owned by the Reporting Person is based on information included in the Issuer's Prospectus dated January 8, 2026, as filed with the Securities and Exchange Commission (the "SEC") on January 12, 2026 pursuant to Rule 424(b)(4) (the "Prospectus"), which reported that 3,617,445 shares were outstanding as of January 8, 2026, and the Issuer's Form 6-K furnished to the SEC on January 12, 2026, which reported that 1,380,000 were issued in the Issuer's underwritten public offering, for a total of 4,997,445 shares outstanding as of that date.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
1,222,884
The number of shares which the Reporting Person has the sole power to vote includes 1,222,883 shares of Common Stock and one (1) share of Series A Preferred which is convertible at any time, at the election of the Reporting Person, into one (1) share of Common Stock, and assumes the conversion of the Series A Preferred. The Series A Preferred entitles the Reporting Person to 51% of the total number of votes, voting together with the holders of Common Stock as a single class, in connection with the election of director and all other matters submitted to a vote of the Issuer's shareholders. As a result, the Reporting Person's aggregate voting power, based on the ownership of both the Common Stock and the unconverted Series A Preferred, is 62.9%.
(ii) Shared power to vote or to direct the vote:
0
(iii) Sole power to dispose or to direct the disposition of:
1,222,884
(iv) Shared power to dispose or to direct the disposition of:
0
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
Not Applicable
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
What percent of Atlas Critical Minerals (ATCX) does Marc Fogassa report owning?
Marc Fogassa reports beneficial ownership of 24.47% of Atlas's common stock. This percentage is based on 4,997,445 shares outstanding as of January 8, 2026 per the prospectus and Form 6-K cited in the filing.
How many Atlas (ATCX) shares does Marc Fogassa beneficially own?
The filing lists a beneficial ownership of 1,222,884 shares (1,222,883 common shares plus one Series A Preferred). The count assumes conversion of the Series A Preferred into common stock.
Does the Series A Preferred affect Marc Fogassa's voting power in ATCX?
Yes. The Series A Preferred entitles the holder to 51% of total votes; the filing also reports an aggregate voting power of 62.9% when the Series A Preferred is unconverted, per the reporting language.
What share count did Atlas use to calculate the 24.47% ownership figure?
The percentage uses a denominator of 4,997,445 shares outstanding as of January 8, 2026, combining prospectus and Form 6-K figures cited by the reporting person in the Schedule 13G.
