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
For
the month of January 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 ☐
Pricing
and Closing of $11.0 Million Public Offering
On
January 8, 2026, Atlas Critical Minerals Corporation (the “Company”), entered into an underwriting agreement (the “Underwriting
Agreement”) with A.G.P./Alliance Global Partners (“A.G.P.”) and Banco Bradesco BBI S.A., as representatives of the
underwriters, pursuant to which the Company agreed to sell to the underwriters in a firm commitment underwritten public offering (the
“Offering”) an aggregate of 1,200,000 shares of common stock of the Company, par value $0.001 per share (the “Common
Stock”), at a public offering price of $8.00 per share. The Company granted the underwriters a 45-day option to purchase up to
an additional 180,000 shares of Common Stock to cover over-allotments (the “Over-Allotment Option”). On January 11, 2026,
the underwriters exercised the Over-Allotment Option in full, generating additional gross proceeds to the Company of approximately $1.4
million. As a result of the full exercise of the Over-Allotment Option, total gross proceeds to the Company from the Offering were approximately
$11.0 million, and net proceeds were approximately $9.7 million. The Offering, including the shares issuable upon the exercise
of the Over-Allotment Option, closed on January 12, 2026.
The shares of Common Stock were offered
by the Company pursuant to a registration statement on Form F-1, as amended (File No. 333-290242), filed with the Securities and Exchange
Commission (the “Commission”), which became effective in accordance with the provisions of Section 8(a) of the Securities
Act of 1933, as amended (the “Securities Act”), on January 8, 2026, and an additional registration statement on Form
F-1 MEF (File No. 333-292623) filed with the Commission pursuant to Rule 462(b) promulgated under the Securities Act on January
8, 2026, which became automatically effective upon filing. The Common Stock was also approved for listing on the Nasdaq Capital
Market on January 8, 2026, and commenced trading on the Nasdaq under the ticker symbol “ATCX” on January 9, 2026.
The
Company anticipates using the net proceeds from the 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.
The
Underwriting Agreement contains customary representations and warranties that the parties made to, and solely for the benefit of, the
other party in the context of all of the terms and conditions of that agreement and in the context of the specific relationship between
the parties. The provisions of the Underwriting Agreement, including the representations and warranties contained therein, are not for
the benefit of any party other than the parties to such agreements and are not intended as documents for investors and the public to
obtain factual information about the current state of affairs of the parties to those documents and agreements.
Investors
and the public should look to other disclosures contained in the Company’s filings with the Commission for information on the Company’s
business and financial matters.
Pursuant
to the terms of the Underwriting Agreement, the Company granted A.G.P. warrants (the “Representative’s Warrants”) to
purchase up to 82,800 shares of the Company’s Common Stock, representing six percent (6.0%) of the total number of shares
of Common Stock sold in the Offering at an exercise price equal to $9.20, which is 115% of the underwritten offering price in the Offering.
The Representative’s Warrants will be non-exercisable for 180 days after the date of the commencement of sales in the Offering
and will expire five (5) years after such date of the commencement of sales in the Offering, in accordance with Financial Industry Regulatory
Authority Rule 5110(e)(1).
On
January 12, 2026, the Company entered into a Financial Advisory Agreement with A.G.P. pursuant to which the Company agreed to
pay A.G.P. a financial advisory fee of $135,000 for the provision of certain financial services related to the Offering.
The
foregoing summary of the terms of the Underwriting Agreement, the Financial Advisory Agreement and the Representative’s
Warrants is subject to, and qualified in its entirety by reference to, a copy of the Underwriting Agreement, a copy of the
Financial Advisory Agreement and a copy of the form of the Representative’s Warrant filed as Exhibits 1.1, 1.2 and
4.1, respectively, to this Report on Form 6-K and incorporated herein by reference.
A
copy of the press release issued by the Company announcing the closing of the Offering is filed as Exhibit 99.1 hereto and incorporated
by reference herein.
Exhibits
The
following exhibits are included in this Form 6-K:
| Exhibit
No. |
|
Description
of Exhibit |
| 1.1 |
|
Underwriting Agreement |
| 1.2 |
|
Financial Advisory Agreement |
4.1 |
|
Form of Representative’s Warrant |
| 99.1 |
|
Press release announcing closing of the Offering |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
| Date:
January 12, 2026 |
Atlas
Critical Minerals Corporation |
| |
|
|
| |
By: |
/s/
Marc Fogassa |
| |
|
Marc
Fogassa |
| |
|
Chief
Executive Officer |
