Atlas Lithium Corp 10-K

Item 9A. Controls and Procedures. (a) Evaluation of Disclosure Controls and Procedures Our management, with the participation of our principal executive officer and our principal financial officer, has evaluated the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act as of December 31, 2025. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that these disclosure controls and procedures, which are designed to provide reasonable assurance that the information required to be disclosed in reports filed or submitted pursuant to the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to management to allow timely decisions regarding required disclosure, were effective as of the end of the period covered by this report. 32 Table of Contents (b) Management’s Report on Internal Control Over Financial Reporting Our management is responsible for establishing and maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Our internal control over financial reporting is a process designed by, or under the supervision of, our principal executive and financial officer and effected by our Board of Directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States. Our internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the consolidated financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements on a timely basis. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Our management performed an assessment of the effectiveness of our internal control over financial reporting at December 31, 2025, utilizing the criteria described in the “Internal Control — Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission. The objective of this assessment was to determine whether our internal control over financial reporting was effective as of December 31, 2025. Based on the management’s assessment, we have concluded that our internal control over financial reporting was effective as of December 31, 2025. No Attestation Report This Annual Report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Since we are a smaller reporting company, our report is not subject to attestation by our registered public accounting firm pursuant to Section 404(b) of the Sarbanes-Oxley Act of 2002. As a result, this Annual Report contains only our report on internal controls. (c) Changes in Internal Control over Financial Reporting There have been no changes in our internal control over financial reporting during the year ended December 31, 2025, which have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. (d) Limitations of the Effectiveness of Internal Controls The effectiveness of our system of internal control over financial reporting is subject to certain limitations, including the exercise of judgment in designing, implementing and evaluating the control system, the assumptions used in identifying the likelihood of future events, and the inability to completely eliminate fraud and misconduct. As a result, there can be no assurance that our internal control over financial reporting will detect all errors or fraud. However, our control systems have been designed to provide reasonable assurance of achieving their objectives. Item 9B. Other Information. On November 18, 2025 , Mr. Fogassa , our Chief Executive Officer and Chairman , entered into a written plan with Goldman Sachs & Co. LLC for the potential future sale of up to 500,000 shares of our common stock that is intended to satisfy the conditions of Rule 10b5-1(c) under the Exchange Act, with such plan starting in March 2026 and expiring in July 2026. On November 18, 2025 , Mr. Miranda , our Chief Financial Officer and Treasurer, entered into a written plan with XP Investments US, LLC for the potential future sale of up to 10,231 shares of our common stock that is intended to satisfy the conditions of Rule 10b5-1(c) under the Exchange Act, with such plan starting in March 2026 and expiring in June 2026. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. Not applicable. 33 Table of Contents PART III Item 10. Directors, Executive Officers and Corporate Governance. Information about our executive officers and directors, including our Audit Committee and Audit Committee financial experts and the procedures by which shareholders can recommend director nominees, and our executive officers will be in our definitive Proxy Statement for our 2026 Annual Meeting of Shareholders, which will be filed within 120 days of the end of 2025 (2026 Proxy Statement) and is incorporated in this Form 10-K by reference. Code of Business Conduct and Ethics We adopted a written code of business conduct and ethics that applies to our directors, officers, and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions and agents and representatives, including consultants. We intend to disclose future amendments to such the code, or any waivers of its requirements, applicable to any principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions or our directors on our website. The code can be found on our website at www.atlas-lithium.com/our-team/corporate-governance/. Insider Trading Policy We maintain an Insider Trading Policy that applies to all of our directors, officers, employees and related individuals, which we believe is reasonably designed to promote compliance with applicable insider trading laws, rules and regulations and listing standards. The Insider Trading Policy is filed as Exhibit 19.1 to this annual report on Form 10-K. Item 11. Executive Compensation. Information relating to our executive officer and director compensation and the compensation committee of the Board will be in the 2026 Proxy Statement and is incorporated in this Form 10-K by reference. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. Information relating to security ownership of certain beneficial owners of our common stock, the security ownership of our management and our equity compensation plans will be in the 2026 Proxy Statement and is incorporated in this Form 10-K by reference. Item 13. Certain Relationships and Related Transactions, and Director Independence. Information regarding certain relationships and related transactions and director independence will be in the 2026 Proxy Statement and is incorporated in this Form 10-K by reference. Item 14. Principal Accounting Fees and Services. I nformation regarding principal accountant fees and services will be in the 2026 Proxy Statement and is incorporated in this Form 10-K by reference. 34 Table of Contents PART IV Item 15. Exhibits, Financial Statement Schedules (a) Documents filed as part of this report. (i) Financial Statements - see Item 8. Financial Statements and Supplementary Data (ii) Financial Statement Schedules – None (Financial statement schedules have been omitted either because they are not applicable, not required, or the information required to be set forth therein is included in the financial statements or notes thereto.) (iii) Report of Independent Registered Public Accounting Firm. (iv) Notes to Financial Statements. (b) Exhibits The exhibits listed on the accompanying Exhibit Index are filed as part of this Annual Report. 35 Table of Contents ATLAS LITHIUM CORPORATION. TABLE OF CONTENTS DECEMBER 31, 2025 Report of Independent Registered Public Accounting Firm (PCAOB ID: 6841 ) F-2 Consolidated Balance Sheets as of December 31, 2025 and 2024 F-3 Consolidated Statements of Operations and Comprehensive Loss for the Years Ended December 31, 2025 and 2024 F-4 Consolidated Statement of Stockholders’ Equity F-5 Consolidated Statements of Cash Flows for the Years Ended December 31, 2025 and 2024 F-6 Notes to the Consolidated Financial Statements F-7 F- 1 Table of Contents Report of Independent Registered Public Accounting Firm To the Shareholders and the Board of Directors of Atlas Lithium Corporation (ATLX) Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Atlas Lithium Corporation (ATLX) and its subsidiaries (the “Company”) as of December 31, 2025 and 2024, the related statements of operations and comprehensive loss, changes in stockholders’ equity, and cash flows for each of the two years in the period ended December 31, 2025 and 2024, and the related notes (collectively referred to as the “Consolidated financial statements”). In our opinion, based on our audit, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024 and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2025 and 2024 in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters. For, Pipara & Co LLP (6841) We have served as the Company’s auditor since 2024 Place: Mumbai, India Date: March 4, 2026 F- 2 Table of Contents ATLAS LITHIUM CORPORATION CONSOLIDATED BALANCE SHEETS December 31, 2025 and December 31, 2024 December 31, December 31, 2025 2024 ASSETS Current assets: Cash and cash equivalents $ 35,935,104 $ 15,537,476 Trade receivable 28,539 47,682 Inventories 505,307 492,812 Taxes recoverable 1,041,306 29,431 Derivative assets 219,556 - Prepaid and other current assets 146,620 134,983 Total current assets 37,876,432 16,242,384 Taxes recoverable 673,545 1,704,994 Property and equipment, net 47,959,905 38,855,071 Intangible assets, net 309,258 399,773 Right of use assets - operating leases, net 623,104 499,605 Other assets 255,208 152,781 Total assets $ 87,697,452 $ 57,854,608 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable and accrued expenses $ 4,498,525 $ 5,001,664 Derivative liabilities 21,579 462,638 Convertible Debt 9,993,699 81,918 Operating lease liabilities 286,876 134,300 Other current liabilities 8,828 8,084 Total current liabilities 14,809,507 5,688,604 Convertible Debt - 9,807,883 Operating lease liabilities 331,425 312,918 Deferred consideration from royalties sold 20,000,000 20,000,000 Other noncurrent liabilities 27,240 33,962 Total liabilities 35,168,172 35,843,367 Stockholders’ Equity: Series A preferred stock, $ 0.001 par value. 1 share authorized; 1 share issued and outstanding as of December 31, 2025 and December 31, 2024 1 1 Common stock, $ 0.001 par value. 200,000,000 and 200,000,000 shares authorized as of December 31, 2025 and December 31, 2024, respectively and 26,968,501 and 16,014,742 shares issued and outstanding as of December 31, 2025 and December 31, 2024, respectively 26,969 16,015 Additional paid-in capital 223,411,482 166,110,916 Accumulated other comprehensive loss ( 141,940 ) ( 179,990 ) Cumulative Adjustment of the Valuation of Fin. Instruments 224,905 ( 278,820 ) Accumulated deficit ( 171,570,902 ) ( 144,410,340 ) Total Atlas Lithium Co. stockholders’ equity 51,950,515 21,257,782 Non-controlling interest 578,765 753,459 Total stockholders’ equity 52,529,280 22,011,241 Total liabilities and stockholders’ equity $ 87,697,452 $ 57,854,608 The accompanying notes are an integral part of the consolidated financial statements. F- 3 Table of Contents ATLAS LITHIUM CORPORATION CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS For the Twelve Months Ended December 31, 2025 and 2024 2025 2024 Twelve months ending December 31 2025 2024 Gross revenues $ 121,388 $ 748,654 Sales deductions $ ( 28,897 ) $ ( 81,523 Net revenue $ 92,491 $ 667,131 Cost of revenue $ ( 151,922 ) $ ( 401,437 Gross profit $ ( 59,431 ) $ 265,694 Operating expenses General and administrative expenses 22,337,014 15,638,928 Stock-based compensation 9,255,259 25,306,719 Exploration - 3,039,881 Other operating expenses - 138,411 Total operating expenses 31,592,273 44,123,939 Loss from operations ( 31,651,704 ) ( 43,858,245 ) Other expense (income) Other expense (income) 67,875 1,338,370 Fair value adjustments, net (income) ( 59,803 ) ( 419,993 ) Finance costs (revenue) 242,089 ( 382,323 ) Total other expense 250,161 536,054 ) Loss before income taxes ( 31,901,865 ) ( 44,394,299 ) Income taxes - 18,923 Net loss ( 31,901,865 ) ( 44,413,222 ) Loss attributable to non-controlling interest ( 3,791,273 ) ( 2,172,026 ) Net loss attributable to Atlas Lithium Corporation stockholders $ ( 28,110,592 ) $ ( 42,241,196 ) Basic and diluted loss per share Net loss per share attributable to Atlas Lithium Corporation common stockholders $ ( 1.54 ) $ ( 2.91 ) Weighted-average number of common shares outstanding: Basic and diluted 18,233,406 14,532,206 Comprehensive loss: Net loss $ ( 31,901,865 ) $ ( 44,413,222 ) Foreign currency translation adjustment 668,268 ( 41,161 ) Comprehensive loss ( 31,233,597 ) ( 44,454,383 ) Comprehensive loss attributable to noncontrolling interests ( 3,664,781 ) ( 2,130,865 ) Comprehensive loss attributable to Atlas Lithium Corporation stockholders $ ( 27,568,816 ) $ ( 42,323,518 ) The accompanying notes are an integral part of the consolidated financial statements. F- 4 Table of Contents ATLAS LITHIUM CORPORATION CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY For the Twelve Months Ended December 31, 2025 and 2024 Shares Value Shares Value Capital Loss Instruments Deficit Interests (Deficit) Series A Preferred Stock Common Stock Additional Paid-in Accumulated Other Comprehensive Cumulative Adjustment of the Valuation of Fin. Accumulated Noncontrolling Total Stockholders’ Equity Shares Value Shares Value Capital Loss Instruments Deficit Interests (Deficit) Balance, December 31, 2023 1 $ 1 12,763,581 $ 12,764 $ 110,195,978 $ ( 138,829 ) $ - $ ( 102,822,123 ) $ 427,302 $ 7,675,093 Issuance of common stock in connection with sales made under private offerings - - 2,062,973 2,063 31,313,878 - - - 1,600,700 32,916,641 Issuance of common stock in exchange for consulting, professional and other services - - 36,000 36 398,977 - - - - 399,013 Exercise of warrants 1,115,862 1,116 3,000 - - - - 4,116 Stock based compensation - - 36,326 36 24,199,083 - - - 1,788,321 25,987,440 Adjustment of the Valuation of Fin. Instruments - - - - - - ( 278,820 ) - - ( 278,820 ) Other changes in Noncontrolling interest - - - - - - - 652,979 ( 652,979 ) - Change in foreign currency translation - - - - - ( 41,161 ) - - ( 237,859 ) ( 279,020 ) Net loss - - - - - - - ( 42,241,196 ) ( 2,172,026 ) ( 44,413,222 ) Balance, December 31, 2024 1 $ 1 16,014,742 $ 16,015 $ 166,110,916 $ ( 179,990 ) $ ( 278,820 ) $ ( 144,410,340 ) $ 753,459 $ 22,011,241 Series A Preferred Stock Common Stock Additional Paid-in Accumulated Other Comprehensive Cumulative Adjustment of the Valuation of Fin. Accumulated Noncontrolling Total Stockholders’ Equity Shares Value Shares Value Capital Loss Instruments Deficit Interests (Deficit) Balance, December 31, 2024 1 $ 1 16,014,742 $ 16,015 $ 166,110,916 $ ( 179,990 ) $ ( 278,820 ) $ ( 144,410,340 ) $ 753,459 $ 22,011,241 Balance 1 $ 1 16,014,742 $ 16,015 $ 166,110,916 $ ( 179,990 ) $ ( 278,820 ) $ ( 144,410,340 ) $ 753,459 $ 22,011,241 Issuance of common stock in connection with sales made 10,127,566 10,128 49,862,904 - - - 2,516,900 52,389,932 under public offerings - - - - - - - - - - Exercise of warrants - - - - - - - - - - Stock based compensation 826,193 826 7,437,662 - - - 1,923,216 9,361,704 Adjustment of the Valuation of Fin. Instruments - - - - - - 503,725 - - 503,725 Other changes in Noncontrolling interest - - - - - - - 950,030 ( 950,030 ) - Change in foreign currency translation - - - - - 38,050 - - 126,493 164,543 Net loss - - - - - - ) - ( 28,110,592 ) ( 3,791,273 ) ( 31,901,865 ) Balance, December 31, 2025 1 $ 1 26,968,501 $ 26,969 $ 223,411,482 $ ( 141,940 ) $ 224,905 $ ( 171,570,902 ) $ 578,765 $ 52,529,280 Balance 1 $ 1 26,968,501 $ 26,969 $ 223,411,482 $ ( 141,940 ) $ 224,905 $ ( 171,570,902 ) $ 578,765 $ 52,529,280 The accompanying notes are an integral part of the consolidated financial statements. F- 5 Table of Contents ATLAS LITHIUM CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS For the Twelve Months Ended December 31, 2025 and 2024 Twelve months ended Twelve months ended December 2025 December 2024 Cash flows from operating activities of continuing operations: Net loss $ ( 31,901,865 ) ( 44,413,222 ) Adjustments to reconcile net loss to cash used in operating activities: Stock-based compensation and services 9,255,259 25,306,720 Depreciation and amortization 119,121 43,865 Lease expenses 182,812 154,758 Interest expense 650,003 814,646 Derivative liabilities - 2,847 Fair value adjustments ( 54,453 ) ( 555,780 ) Write off property and equipment - 1,331,124 Other non-cash expenses ( 6,727 ) ( 75,418 ) Gain/loss on FOREX transactions 290,164 - Unwinding of non-current liabilities 136,777 - Changes in operating assets and liabilities: Inventories and trade receivable 26,594 ( 427,184 ) Taxes recoverable 221,637 ( 1,683,632 ) Deposits and advances ( 9,118 ) ( 176,301 ) Accounts payable ( 981,630 ) 1,082,745 Other noncurrent liabilities ( 95,266 ) ( 190,012 ) Net cash used in operating activities ( 22,166,692 ) ( 18,784,844 ) Cash flows from investing activities: Acquisition of capital assets ( 6,091,572 ) ( 22,441,552 ) Capitalized Exploration costs ( 2,867,818 ) ( 4,496,977 ) Increase in intangible assets - ( 405,907 ) Net cash used in investing activities ( 8,959,390 ) ( 27,344,436 ) Cash flows from financing activities: Net proceeds from sale of common stock 49,873,038 31,919,448 Net proceeds from sale of common stock of subsidiaries 2,516,900 1,000,000 Leases payments ( 216,906 ) ( 150,953 ) Cash used in payment of debt ( 650,003 ) ( 636,823 ) Net cash provided by financing activities 51,523,029 32,131,672 Effect of exchange rates on cash and cash equivalents 681 ( 14,843 ) Net increase (decrease) in cash and cash equivalents 20,397,628 ( 14,012,451 ) Cash and cash equivalents at beginning of period 15,537,476 29,549,927 Cash and cash equivalents at end of period $ 35,935,104 15,537,476 The accompanying notes are an integral part of the consolidated financial statements. F- 6 Table of Contents ATLAS LITHIUM CORPORATION NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 – ORGANIZATION, BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Organization and Description of Business Atlas Lithium Corporation (together with its subsidiaries “Atlas Lithium.” the “Company”, “the Registrant”, “we”, “us”, or “our”) was incorporated under the laws of the State of Nevada, on December 15, 2011. The Company changed its management and business on December 18, 2012, to focus on mineral exploration in Brazil. Segment reporting The Company has one reportable segment: mining. The mining segment derives revenue in Brazil by mining, beneficiating and selling material mined from the Company’s several mining rights. Currently the Company generates revenue solely from two operating projects: Quartzite and Iron Ore. The other mining projects are in 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 the Company’s chief executive officer. The CODM regularly reviews the revenue, significant expenses categories, including exploration and evaluation costs, and general and administrative expenses. The significant expenses (including capitalized expenses) on which the CODM relies are those that are reported on the condensed consolidated balance sheet and statements of operations and comprehensive loss. Total segment assets as of December 31, 2025, were $ 87,674,737 , primarily consisting of mineral rights, capitalized exploration and evaluation costs and equipment acquisitions for the Neves Project. All of the Company’s revenue and long-lived assets are located in Brazil. For the year ended December 31, 2025, the Company had four customers accounting for more than 10% of the Company’s revenue each (the four customers collectively represented 88% of revenue). Basis of Presentation and Principles of Consolidation The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and are expressed in United States dollars. For the years ended December 31, 2025 and 2024, the consolidated financial statements include the accounts of the Company; (i) its 100 % owned subsidiary Atlas Lithium Limited and its subsidiary Atlas Litio Brasil Ltda (“Atlas Brazil”); (ii) its 100 % owned subsidiary Athena Mineral Resources Corporation and its subsidiary Athena Litio Ltda; (iii) its 100 % owned subsidiary Brazil Mineral Resources Corporation and its subsidiary Atlas Recursos Minerais; (iv) its 28.06 % equity interest in Atlas Critical Minerals and its subsidiaries Mineração Apollo Ltda., Mineração Duas Barras Ltda. (“MDB”), RST Recursos Minerais Ltda. (“RST”) and Mineração Jupiter Ltda. We have concluded that Atlas Critical Minerals and its subsidiaries are variable interest entities (“VIE”) in accordance with applicable accounting standards and guidance. As such, the accounts and results of Atlas Critical Minerals and their subsidiaries have been included in our consolidated financial statements. 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 from those estimates. Recent Accounting Pronouncements We have implemented all new accounting pronouncements that are in effect and that may impact our financial statements and do not believe that there are any other new pronouncements that have been issued that might have a material impact on our financial position or results of operations except as noted below: In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. The amendments in this update require disclosure, in the notes to financial statements, of specified information about certain costs and expenses. The amendments in this update are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. We will analyze the impacts of this update in the upcoming years, and we do not anticipate adopting the update early. In November 2024, the FASB issued ASU 2024-04, Debt—Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments. FASB issued this update to improve the relevance and consistency in application of the induced conversion guidance in Subtopic 470-20, Debt— Debt with Conversion and Other Options. The amendments in this update clarify the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as an induced conversion. The amendments in this update are effective for all entities for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. Early adoption is permitted for all entities that have adopted the amendments in Update 2020-06. Management does not expect this new guidance to have any impact on our consolidated financial statements. In May 2025, the FASB issued ASU 2025-03, Business Combinations and Consolidation — Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity. The amendments in this update require an entity involved in an acquisition transaction effected primarily by exchanging equity interests when the legal acquiree is a VIE that meets the definition of a business to consider the factors in paragraphs 805-10-55-12 through 55-15 to determine which entity is the accounting acquirer. The amendments in this update are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods. The Company will analyze the impacts of this update in the upcoming years and anticipate that it will not adopt the Update early. In May 2025, the FASB issued ASU 2025-04, Compensation—Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606): Clarifications to Share-Based Consideration Payable to a Customer. The amendments in this update revise the Master Glossary definition of the term performance condition for share-based consideration payable to a customer. The revised definition incorporates conditions (such as vesting conditions) that are based on the volume or monetary amount of a customer’s purchases (or potential purchases) of goods or services from the grantor (including over a specified period of time). The revised definition also incorporates performance targets based on purchases made by other parties that purchase the grantor’s goods or services from the grantor’s customers. The revised definition of the term performance condition cannot be applied by analogy to awards granted to employees and nonemployees in exchange for goods or services to be used or consumed in the grantor’s own operations. The amendments in this update are effective for all entities for annual reporting periods (including interim reporting periods within annual reporting periods) beginning after December 15, 2026. Early adoption is permitted for all entities. Management does not expect this new guidance to have any impacts on the Company’s consolidated financial statements. F- 7 Table of Contents I n July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. The amendments in this update provide (1) all entities with a practical expedient and (2) entities other than public business entities with an accounting policy election when estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under Topic 606, as follows: 1. Practical expedient. In developing reasonable and supportable forecasts as part of estimating expected credit losses, all entities may elect a practical expedient that assumes that current conditions as of the balance sheet date do not change for the remaining life of the asset. 2. Accounting policy election. An entity other than a public business entity that elects the practical expedient is permitted to make an accounting policy election to consider collection activity after the balance sheet date when estimating expected credit losses. The amendments will be effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. Management does not expect this new guidance to have material impacts on the Company’s consolidated financial statements. In September 2025, the FASB issued ASU 2025-07, Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606) — Derivatives Scope Refinements and Scope Clarification for Share-Based Noncash Consideration from a Customer in a Revenue Contract. The amendments in this update exclude from derivative accounting nonexchange-traded contracts with underlying that are based on operations or activities specific to one of the parties to the contract. However, this scope exception does not apply to (1) variables based on a market rate, market price, or market index, (2) variables based on the price or performance of a financial asset or financial liability of one of the parties to the contract, (3) contracts (or features) involving the issuer’s own equity that are evaluated under the guidance in Subtopic 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity, and (4) call options and put options on debt instruments. The amendments in this update are effective for all entities for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods. Early adoption is permitted. Management does not expect this new guidance to have material impacts on the Company’s consolidated financial statements. In November 2025, the FASB issued ASU 2025-09, Derivatives and Hedging (Topic 815) — Hedge Accounting Improvements. The amendments in this update clarify certain aspects of the guidance on hedge accounting and to address several incremental hedge accounting issues arising from the global reference rate reform initiative. For public business entities, the amendments in this update are effective for annual reporting periods beginning after December 15, 2026, and interim periods within those annual reporting periods. Management does not expect this new guidance to have material impacts on the Company’s consolidated financial statements. In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270) — Narrow-Scope Improvements. The amendments in this update clarify interim disclosure requirements and the applicability of Topic 270. The amendments in this update are effective for interim reporting periods within annual reporting periods beginning after December 15, 2027. The Company will analyze the impacts of this update in the upcoming years and anticipate that it will not adopt the update early. F- 8 Table of Contents Fair Value of Financial Instruments We follow the guidance of Accounting Standards Codification (“ASC”) Topic 820 – Fair Value Measurement and Disclosure. Fair value is defined as the exit price, or the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. The guidance also establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs market participants would use in valuing the asset or liability and are developed based on market data obtained from sources independent of us. Unobservable inputs are inputs that reflect our assumptions about the factors market participants would use in valuing the asset or liability. The guidance establishes three levels of inputs that may be used to measure fair value: Level 1. Observable inputs such as quoted prices in active markets. Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and Level 3. Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. As of December 31, 2025, and 2024, our derivative liabilities were considered a level 2 liability. See Note 2 for a discussion regarding the determination of the fair market value. We do not have any level 3 assets or liabilities. Our financial instruments consist of cash and cash equivalents, accounts receivable, taxes recoverable, prepaid and other current assets, accounts payable, debt, related party notes and other payables, derivative instruments, other noncurrent liabilities and accrued expenses. The carrying amount of these financial instruments approximates fair value due to either length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these consolidated financial statements. Cash and Cash Equivalents We consider all highly liquid instruments purchased with a maturity of three months or less to be cash equivalents to the extent that the funds are not being held for investment purposes. Our bank accounts are deposited in FDIC insured institutions. Funds held in U.S. banks are insured up to $ 250,000 and funds held in Brazilian banks are insured up to R$ 250,000 Brazilian Reais (translating into approximately $ 45,455 as of December 31, 2025). Trade Receivable Trade receivable are customer obligations due under normal trade terms which are recorded at net realizable value. We establish an allowance for doubtful accounts based on management’s assessment of the collectability of trade receivables. A considerable amount of judgment is required in assessing the amount of the allowance. We make judgments about the creditworthiness of each customer based on ongoing credit evaluations and monitor current economic trends that might impact the level of credit losses in the future. If the financial condition of the customers were to deteriorate, resulting in their inability to make payments, a specific allowance will be required. Recovery of bad debt amounts previously written off is recorded as a reduction of bad debt expense in the period the payment is collected. If our actual collection experience changes, revisions to our allowance may be required. After all attempts to collect a receivable have failed, the receivable is written off against the allowance. Inventories We value our inventories in accordance with ASC 330 - Inventory, which requires that inventories be valued at the lower of cost or market. The cost of inventories is determined using the weighted average cost method. Taxes Recoverable We record a receivable for value added taxes recoverable from Brazilian authorities on goods and services purchased by our Brazilian subsidiaries. These taxes are recoverable through various methods, including via cash refund or as a credit against payroll, supplier withholding taxes, or other taxes payable. Property and Equipment Property and equipment are stated at cost, net of accumulated depreciation. Major improvements and betterments are capitalized. Maintenance and repairs are expensed as incurred. Depreciation is computed using the straight-line method over the estimated useful life. At the time of retirement or other disposition of property and equipment, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in the statements of operations as other gain or loss, net. F- 9 Table of Contents The processing plant and other machinery are depreciated over an estimated useful life of ten years ; vehicles are depreciated over an estimated life of five years ; and computers and other office equipment over an estimated useful life of five years . Mineral Properties and Mineral Rights Exploration costs such as drilling, development and related costs are either classified as exploration and charged to operations as incurred, or capitalized, such as to assist with mine planning within a reserve area. Whether to capitalize an exploration cost or incur an expense also depends on whether the drilling or development costs relate to an ore body that has been determined to be commercially mineable and whether the expenditure relates to a probable future benefit to be generated singly or in combination with other assets. The basis of the mineral interest is amortized on a units-of-production basis. Proceeds received on the sale of interests in exploration and evaluation assets are credited to the incurred exploration and evaluation expenditures, with any excess included in operations. Write-downs due to impairment in value are charged to profit or loss. Impairment losses are recorded on mineral properties used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying amount. As of December 31, 2025, and 2024, we did not recognize any impairment losses related to mineral properties held. Mineral properties are amortized throughout the life of the property based on an units-of-production method. Intangible Assets For intangible assets purchased in a business combination, the estimated fair values of the assets received are used to establish their recorded values. For intangible assets acquired in a non-monetary exchange, the estimated fair values of the assets transferred (or the estimated fair values of the assets received, if more clearly evident) are used to establish their recorded values, unless the values of neither the assets received nor the assets transferred are determinable within reasonable limits, in which case the assets received are measured based on the carrying values of the assets transferred. Valuation techniques consistent with the market approach, income approach and/or cost approach are used to measure fair value. Intangible assets consist of software acquired. Impairment of Intangible Assets with Indefinite Useful Lives We account for intangible assets in accordance with Accounting Standards Codification (“ASC”) 350, Intangibles – Goodwill and Other (“ASC 350”). ASC 350 requires that intangible assets with indefinite useful lives no longer be amortized but instead be evaluated for impairment at least annually. On an annual basis, in the fourth quarter of the fiscal year, management reviews intangible assets with indefinite useful lives for impairment by first assessing qualitative factors to determine whether the existence of events or circumstances makes it more-likely-than-not that the fair value of an intangible asset is less than its carrying amount. If it is determined that it is more-likely-than-not that the fair value of an intangible asset is less than its carrying amount, the intangible asset is further tested for impairment by comparing the carrying amount to its estimated fair value using a discounted cash flow. Impairment, if any, is measured as the amount by which an indefinite-lived intangible asset’s carrying amount exceeds its fair value. Application of impairment tests requires significant management judgment, including the determination of fair value of each indefinite-lived intangible asset. Judgment applied when performing the qualitative analysis includes consideration of macroeconomic, industry and market conditions, overall financial performance of the entity, composition, or strategy changes affecting the recoverability of asset groups. Judgments applied when performing the quantitative analysis include estimating future cash flows, determining appropriate discount rates and making other assumptions. Changes in these judgments, estimates and assumptions could materially affect the determination of fair value for each indefinite-lived intangible asset. F- 10 Table of Contents Impairment of Long-Lived Assets For long-lived assets, such as property and equipment and intangible assets subject to amortization, we continually monitor events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, we assess the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, we recognize an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell. Variable Interest Entities We determine at the inception of each arrangement whether an entity in which we hold an investment or in which we have other variable interests in is considered a variable interest entity. We consolidate VIEs when we are the primary beneficiary. The primary beneficiary of a VIE is the party that meets both of the following criteria: (1) has the power to make decisions that most significantly affect the economic performance of the VIE; and (2) has the obligation to absorb losses or the right to receive benefits that in either case could potentially be significant to the VIE. Periodically, we assess whether any changes in the interest or relationship with the entity affect the determination of whether the entity is still a VIE and, if so, whether we are the primary beneficiary. If we are not the primary beneficiary in a VIE, we account for the investment under the equity method or cost method in accordance with the applicable GAAP. We have concluded that Atlas Critical Minerals and its subsidiaries are VIEs in accordance with applicable accounting standards and guidance; and although the operations of Atlas Critical Minerals are independent of us, through governance rights, we have the power to direct the activities that are most significant to Atlas Critical Minerals. Therefore, we concluded that we are the primary beneficiary of Atlas Critical Minerals. Revenue Recognition We recognize revenue under ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”). The core principle of the new revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The following five steps are applied to achieve that core principle: ● Step 1: Identify the contract with the customer ● Step 2: Identify the performance obligations in the contract ● Step 3: Determine the transaction price F- 11 Table of Contents ● Step 4: Allocate the transaction price to the performance obligations in the contract ● Step 5: Recognize revenue when the company satisfies a performance obligation In order to identify the performance obligations in a contract with a customer, a company must assess the promised goods or services in the contract and identify each promised good or service that is distinct. A performance obligation meets ASC 606’s definition of a “distinct” good or service (or bundle of goods or services) if both of the following criteria are met: ● The customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer ● The entity’s promise to transfer the good or service to the customer is separately identifiable from other promises in the contract (i.e., If a good or service is not distinct, the good or service is combined with other promised goods or services until a bundle of goods or services is identified that is distinct). The transaction price is the amount of consideration to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer. The consideration promised in a contract with a customer may include fixed amounts, variable amounts, or both. When determining the transaction price, an entity must consider the effects of all of the following: ● Variable consideration ● Constraining estimates of variable consideration ● The existence of a significant financing component in the contract ● Non-cash consideration ● Consideration payable to a customer Variable consideration is included in the transaction price only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. The transaction price is allocated to each performance obligation on a relatively standalone selling price basis. The transaction price allocated to each performance obligation is recognized when that performance obligation is satisfied, at a point in time or over time as appropriate. F- 12 Table of Contents Costs of Goods Sold Included within costs of goods sold are costs of production such as diesel fuel, labor, and transportation. Stock-Based Compensation We measure and record stock-based compensation expenses in accordance with ASC Topic 718 for share-based payments related to stock options, restricted stock, and performance-based awards granted to certain directors, employees and consultants. ASC 718 requires companies to measure compensation cost for stock-based employee compensation at fair value at the grant date and recognize the expense over the employee’s requisite service period. Under ASC 718, volatility is based on the historical volatility of our stock or the expected volatility of the stock of similar companies. The expected life assumption is primarily based on historical exercise patterns and employee post-vesting termination behavior. The risk-free interest rate for the expected term of the option is based on the U.S. Treasury yield curve in effect at the time of grant. The fair value of stock options and performance awards without a market condition is estimated, at the date of grant, using the Black-Scholes option-pricing model. The fair value of restricted stock awards and stock options with a market condition is estimated, at the date of grant, using the Monte Carlo Simulation model. The fair value of restricted stock awards with a required lock-up period without a market condition is estimated at the date of grant, using the Hull-White Lattice (binomial) model. The Black-Scholes, Monte Carlo Simulation, and Hull-White Lattice valuation models incorporate assumptions as to stock price volatility, the expected life of options or awards, a risk-free interest rate, illiquidity discount, and dividend yield. In valuing our stock options, significant judgment is required in determining the expected volatility of our common stock and the expected life that individuals will hold their stock options prior to exercising. Expected volatility for stock options is based on the historical and implied volatility of our common stock while the volatility for restricted stock awards with a market condition is based on the historical volatility of our own stock and the stock of companies within our defined peer group. Because changes in the subjective assumptions can materially affect the estimated value of our employee stock options, it is management’s opinion that the valuation models may not provide an accurate measure of the fair value of our stock options, restricted stock and performance-based awards. Although the fair value of stock options and restricted stock awards is determined in accordance with ASC Topic 718, that value may not be indicative of the fair value observed in a willing buyer/willing seller market transaction. Debt In accordance with ASC 470, Debt (“ASC 470”) we record our Convertible Notes at the aggregate principal amount, less discount. We amortize the debt discount over the life of the convertible notes as an additional non-cash interest expense utilizing the effective interest method. Refer to Note 2 for additional information. Derivative Instruments We evaluate our convertible debt, warrants or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with Topic 480 of the FASB ASC and Topic 815 of the FASB Accounting Standards Codification. The result of this accounting treatment is that the fair value of the embedded derivative, if required to be bifurcated, is marked-to-market at each balance sheet date and recorded as a liability. The change in fair value is recorded in the Statement of Operations as a component of other income or expense. Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity. F- 13 Table of Contents In circumstances where the embedded conversion option in a convertible instrument is required to be bifurcated and there are also other embedded derivative instruments in the convertible instrument that are required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Equity instruments that are initially classified as equity that become subject to reclassification are reclassified to liability at the fair value of the instrument on the reclassification date. Derivative instrument liabilities will be classified in the balance sheet as current or non-current based on whether net-cash settlement of the derivative instrument is expected within 12 months of the balance sheet date. Foreign Currency With the exception of Atlas Litio Brasil Ltda, our foreign subsidiaries use a local currency as the functional currency. Resulting translation gains or losses are recognized as a component of accumulated other comprehensive income. Transaction gains or losses related to balances denominated in a currency other than the functional currency are recognized in the consolidated statements of operations. Income Taxes We account for income taxes in accordance with ASC Topic 740, Income Taxes. ASC 740 requires a company to use the asset and liability method of accounting for income taxes, whereby deferred tax assets are recognized for deductible temporary differences, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion, or all of, the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. As of December 31, 2025, and 2024, our deferred tax assets had a full valuation allowance. Under ASC 740, a tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. We have identified the United States Federal tax returns as our “major” tax jurisdiction. On December 22, 2017, the United States enacted the Tax Cuts and Jobs Act (“TCJA”), which instituted fundamental changes to the taxation of multinational corporations, including a reduction the U.S. corporate income tax rate to 21 % beginning in 2018. The TCJA also requires a one-time transition tax on the mandatory deemed repatriation of the cumulative earnings of certain of our foreign subsidiaries as of December 31, 2017. To determine the amount of this transition tax, we must determine the amount of earnings generated since inception by the relevant foreign subsidiaries, as well as the amount of non-U.S. income taxes paid on such earnings, in addition to potentially other factors. We believe that no such tax will be due since our Brazilian subsidiaries have, when required, paid taxes locally and that they have incurred a cumulative operating deficit since inception. F- 14 Table of Contents Basic Income (Loss) Per Share We compute loss per share in accordance with ASC Topic 260, Earnings per Share, which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic loss per share is computed by dividing net loss available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted loss per share gives effect to all dilutive potential common shares outstanding during the period. Other Comprehensive Income Other comprehensive income is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources, other than net income and including foreign currency translation adjustments. Leases Contractual arrangements are assessed at inception to determine if they represent or contain a lease. Right-of-use (“ROU”) assets related to operating leases are separately reported in the Consolidated Balance Sheets. Separate current and non-current liabilities for operating and finance leases are reported on the Consolidated Balance Sheets. Operating and finance lease ROU assets and lease liabilities are recognized at the lease commencement date based on the present value of the future lease payments over the lease term. When the rate implicit to the lease cannot be readily determined, we utilize our incremental borrowing rate in determining the present value of the future lease payments. The incremental borrowing rate is derived from information available at the lease commencement date and represents the rate of interest that we would have to pay to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. The ROU asset includes any lease payments made and lease incentives received prior to the commencement date. Operating lease ROU assets also include any cumulative prepaid or accrued rent when the lease payments are uneven throughout the lease term. The ROU assets and lease liabilities may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. NOTE 2 – COMPOSITION OF CERTAIN FINANCIAL STATEMENT ITEMS Property and Equipment The following table sets forth the components of our property and equipment as of December 31, 2025, and 2024: SCHEDULE OF PROPERTY AND EQUIPMENT December 31, 2025 December 31, 2024 Accumulated Net Book Accumulated Net Book Cost Depreciation Value Cost Depreciation Value Capital assets subject to depreciation: Computers and office equipment $ 29,314 ( 5,731 ) 23,583 $ 10,616 $ ( 165 ) $ 10,451 Machinery and equipment 202,051 ( 24,931 ) 177,120 184,824 ( 4,024 ) 180,800 Facilities 16,327 ( 1,848 ) 14,479 14,508 ( 191 ) 14,317 Land 4,346,554 - 4,346,554 4,144,470 - 4,144,470 Prepaid Assets (CIP) 29,124,356 - 29,124,356 23,449,896 - 23,449,896 Mining rights 6,921,197 ( 748 ) 6,920,449 6,558,161 - 6,558,161 Exploration costs 7,353,364 - 7,353,364 4,496,976 - 4,496,976 Total fixed assets $ 47,993,163 ( 33,258 ) 47,959,905 $ 38,859,451 $ ( 4,381 ) $ 38,855,071 F- 15 Table of Contents For the years ended December 31, 2025, and 2024, we recorded depreciation expense of $ 28,877 and $ 4,381 , respectively recorded in general and administrative expense. In December 2024, the Company wrote off $ 1.3 million relating to the premium paid for an option to acquire two mining rights. Results of geological studies did not achieve the expected results and the Company decided not to exercise the option, derecognizing the amounts recorded for the premium paid. The assets objective of this option do not have any relation with the Company’s Das Neves Project. Exploration costs such as drilling, development and related costs are either classified as exploration and charged to operations as incurred, or capitalized, such as to assist with mine planning within a reserve area. Whether to capitalize an exploration cost or incur an expense also depends on whether the drilling or development costs relate to an ore body that has been determined to be commercially mineable and whether the expenditure relates to a probable future benefit to be generated singly or in combination with other assets. The basis of the mineral interest is amortized on a units-of-production basis. Accounts Payable and Accrued Liabilities SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES December 31, 2025 December 31, 2024 Trade payables $ 3,942,879 $ 4,779,903 Payroll and social charges 355,750 157,191 Taxes payable 199,896 64,571 Total $ 4,498,525 $ 5,001,664 Leases Finance Leases For the reporting period ended December 31, 2025 and 2024, no financial leases meeting the criteria outlined in ASC 842 have been identified. Operating Leases Right of use (“ROU”) assets and lease liabilities are recognized at the lease commencement date based on the present value of the future lease payments over the lease term. When the rate implicit to the lease cannot be readily determined, we utilize our incremental borrowing rate in determining the present value of the future lease payments. The ROU asset includes any lease payments made and lease incentives received prior to the commencement date. Operating lease ROU assets also include any cumulative prepaid or accrued rent when the lease payments are uneven throughout the lease term. The ROU assets and lease liabilities may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. The ROU and lease liabilities are primarily related to commercial offices with third parties. The lease agreements have terms between 2 to 5 years, with the possibility of extending one of the contracts for an additional two years and another for an additional 12 months . The liability was measured at the present value of the lease payments discounted using interest rates with a weighted average rate of 6.5 % which was determined to be our incremental borrowing rate. The continuity of the lease liabilities is presented in the table below: SCHEDULE OF OPERATING LEASE LIABILITY Lease liabilities on January 1, 2025 $ 447,217 Additions $ 306,310 Accretion $ 32,879 Lease payments $ ( 216,906 ) Foreign exchange 48,801 Lease liabilities on December 31, 2025 $ 618,301 Current portion $ 286,876 Non-current portion $ 331,425 The maturity of the lease liabilities (contractual undiscounted cash flows) is presented in the table below: SCHEDULE OF MATURITY OF THE LEASE LIABILITIES Less than one year $ 317,713 Year 2 $ 212,758 Year 3 $ 92,765 Year 4 $ 46,382 Year 5 $ - Total contractual undiscounted cash flows $ 669,618 F- 16 Table of Contents Convertible Debt SCHEDULE OF CONVERTIBLE DEBT December 31, 2025 December 31, 2024 Due to Nanyang Investment Management Pte Ltd 5,996,205 5,933,866 Due to Jaeger Investments Pty Ltd 1,998,759 1,977,979 Due to Modha Reena Bhasker 999,368 988,978 Due to Clipper Group Limited 999,367 988,978 Total convertible debt $ 9,993,699 $ 9,889,801 Current portion $ 9,993,699 $ 81,918 Non-current portion $ - $ 9,807,883 On November 7, 2023, we entered into a convertible note purchase agreement (“November 7, 2023, Convertible Note Agreement”) with Mr. Martin Rowley and other investors to raise up to $ 20,000,000 in proceeds through the issuance of convertible promissory notes with the following key terms: - Maturity date: 36 months from the date of issuance; - Principal repayment terms: due on maturity; - Interest rate: 6.5 % per annum; - Interest payment terms: due semiannually in arrears until Maturity, unless converted or redeemed earlier and payable at the election of the holder in cash, in shares of our common stock, or in any combination thereof; - Conversion right: the holder retains the right to convert all or any portion of the note into shares of our common stock at the Conversion Price up until the maturity date; and - Conversion price: US$ 28.225 /share - Redemption right: we retain the right to redeem the convertible notes if and when (i) twelve months have passed since the loan origination and (ii) the volume weighted average price exceeded 125% of the conversion price for 5 trading days within a 20-day trading period. However, if we notify the holder of our election to redeem the convertible note, the holder may then convert immediately at the conversion price. On November 7, 2023, we issued $ 10,000,000 in convertible promissory notes under the terms of the November 7, 2023, Convertible Note Agreement, and there were no other purchases and sales of the convertible promissory notes pursuant to the November 7, 2023 Convertible Note Agreement. On the date of issuance, we received $ 10,000,000 in cash proceeds and recorded (i) a $ 9,688,305 convertible debt liability and (ii) a $ 311,695 conversion feature derivative liability in our consolidated statement of financial position, as further disclosed below. In the year ended December 31, 2025, we recorded $ 650,002 in interest expense and $ 103,898 in accretion expense in the consolidated statement of operations and comprehensive loss ($ 651,782 and $ 104,183 , for the year ended December 31, 2024). Derivative Liabilities SCHEDULE OF DERIVATIVE LIABILITIES December 31, 2025 December 31, 2024 Derivative assets Derivative assets - Non-Deliverable Forward $ 219,556 $ - Total derivative assets 219,556 - Derivative liabilities Derivative liability – conversion feature on the convertible debt 6,507 66,310 Derivative liability – restricted stock awards 15,072 121,512 Derivative liability - Non-Deliverable Forward - 274,816 Total derivative liabilities $ 21,579 $ 462,638 a) Derivative liability – embedded conversion feature on convertible debt On November 7, 2023, we issued convertible promissory notes to Martin Rowley and other investors as further disclosed in Note 2. In accordance with FASB ASC 815, the conversion feature of the convertible debt was determined to be an embedded derivative. As such, it was bifurcated from the host debt liability and was recognized as a derivative liability in the consolidated statement of financial position. The derivative liability is measured at fair value through profit or loss. F- 17 Table of Contents On December 31, 2024, the fair value of the embedded conversion feature was determined to be $ 66,310 using a Black-Scholes collar option pricing model with the following assumptions: SCHEDULE OF FAIR VALUE EMBEDDED CONVERSION PRICING MODEL ASSUMPTION Value cap Value floor Measurement date December 31, 2024 December 31, 2024 Number of options 354,297 354,297 Stock price at fair value measurement date $ 6.3300 $ 6.3300 Exercise price $ 26.1101 $ 32.6376 Expected volatility 115.64 % 115.64 % Risk-free interest rate 4.25 % 4.25 % Dividend yield 0.00 % 0.00 % Expected term (years) 1.85 1.85 At December 31, 2025, the fair value of the embedded conversion feature was determined to be $ 6,507 using a Black-Scholes collar option pricing model with the following assumptions: Value cap Value floor Measurement date December 31, 2025 December 31, 2025 Shares to be issued in case of conversion 354,297 354,297 Stock price at fair value measurement date $ 4.230 4.230 Conversion price $ 28.225 35.281 Expected volatility 83.551 % 83.551 % Risk-free interest rate 3.48 % 3.48 % Dividend yield 0 0 % Expected term (years) 0.85 0.85 In the Black-Scholes collar option pricing models, the expected volatilities were based on historical volatilities of our and our peers’ securities, and the risk-free interest rates were determined based on the prevailing rates at the grant date for U.S. Treasury Bonds with a term equal to the expected term of the instrument being valued. In the year ended December 31, 2025, we recognized a $ 59,804 gain on changes in fair value of financial instruments in the consolidated statement of operations and comprehensive loss ($ 419,993 in the year ended December 31, 2024). b) Derivative liability – restricted stock unit (“RSU”) awards The employment agreement of Igor Tkachenko, a Vice President of the Company, dated September 30, 2023, provides for the issuance of shares of the Company’s common stock based on us achieving certain market capitalization milestones. As of December 31, 2025, the Company’s obligations under this employment agreement contemplates the issuance of additional shares of the Company’s common stock in five tranches, each representing 0.2 % of the Company’s common stock outstanding at the time of vesting, with an expiry date of December 31, 2026 and market vesting conditions as follows: - Tranche 3: when we achieve a $ 400 million market capitalization - Tranche 4: when we achieve a $ 500 million market capitalization - Tranche 5: when we achieve a $ 600 million market capitalization - Tranche 6: when we achieve a $ 700 million market capitalization - Tranche 7: when we achieve a $ 1.0 billion market capitalization In accordance with FASB ASC 815, these RSU awards were classified as a liability, measured at fair value through profit or loss, and compensation expense is recognized over the expected term. F- 18 Table of Contents As of September 30, 2023, the grant date fair value of these awards was $ 2,517,300 , as determined a Monte Carlo Simulation valuation method according to the assumptions disclosed in Note 5. In the year ended December 31, 2023, we recognized $ 513,757 in stock-based compensation expense in the consolidated statement of operations and comprehensive loss, met the market conditions for Tranche 1 and Tranche 2, and issued 40,533 shares of common stock to the executive officer. As at December 31, 2025, Tranche 3, Tranche 4, Tranche 5, Tranche 6 and Tranche 7 remain outstanding and unvested, and the total fair value of these restricted stock awards outstanding was $ 15,072 , as measured using a Monte Carlo Simulation with the following ranges of assumptions: our common stock price on the December 31, 2025 measurement date, expected dividend yield of 0 %, expected volatility of 84.64 %, risk-free interest rate between a range of 3.48 %, and an expected term 12 months . The expected volatilities were based on historical volatilities of the securities of the Company and of our peers, and the risk-free interest rates were determined based on the prevailing rates at the grant date for U.S. Treasury Bonds with a term equal to the expected term of the award being valued. c) Derivative liability - Non-Deliverable Forward Atlas Litio, a subsidiary of Atlas Lithium, is exposed to foreign-currency exchange-rate fluctuations in the normal course of business considering that portion of expenses are in Brazilian reais (BRL). To mitigate this exposure, the subsidiary utilizes non-deliverable forward foreign-exchange contracts (NDFs), which are designed to offset changes in cash flow attributable to currency exchange movements. The Company applies 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. Atlas Lithium actively monitors the derivative portfolio of its subsidiary monthly to assess financial results and cash flow implications. These contracts are used strictly for risk management purposes, and neither the subsidiary nor Atlas Lithium engages in speculative transactions. Additionally, these contracts do not contain any credit-risk-related contingent features. As of December 31, 2025, the fair value of outstanding NDF contracts was recorded as Derivative Assets on the balance sheet. For the year ended December 31, 2025: ● Unrealized gains/losses from NDF contracts recognized in Other Comprehensive Income (OCI): $ 224,905 ● Amount reclassified into Finance Costs (Revenue): $ 475,312 The following table summarizes the non-deliverable forward foreign exchange contracts that remain open as of December 31, 2025: SCHEDULE OF NON DELIVERABLE FORWARD EXCHANGE CONTRACTS Subsidiary Dates Entered into Derivative Financial Instrument Total Notional Amounts (USD) FX rate (BRL/USD) Total Notional Amounts (BRL) Settlement Dates (Range) Atlas Litio Brasil Ltda April, 2025 Forward foreign exchange contracts (USD/BRL) $ 1,250,000 6.33 7,916,950 31-Jan-2026 - 15-Mar-2026 Atlas Litio Brasil Ltda December, 2025 Forward foreign exchange contracts (USD/BRL) $ 4,750,000 5,84 27,726,625 31-Mar-2026 - 31-Dec-2026 F- 19 Table of Contents NOTE 3 – DEFERRED OTHER INCOME On May 2, 2023, the Company and Atlas Brazil entered into a Royalty Purchase Agreement (the “Purchase Agreement”) with Lithium Royalty Corp., a Canadian company listed on the Toronto Stock Exchange (“LRC”). The transaction contemplated under the Purchase Agreement closed simultaneously on May 2, 2023, whereby Atlas Brazil sold to LRC in consideration for $ 20,000,000 in cash, a royalty interest equaling 3 % of the gross revenue (the “Royalty”) to be received by Atlas Brazil from the sale of products from 19 mineral rights and properties that are located in Brazil and held by Atlas Brazil. Deferred income recognized will be charged to profit and loss on a units-of-sale basis in accordance with the sales of the spodumene produced in mineral rights objective of the Purchase Agreement. On the same day, Atlas Brazil and LRC entered into a Gross Revenue Royalty Agreement (the “Royalty Agreement”) pursuant to which Atlas Brazil granted LRC the Royalty and undertook to calculate and make royalty payment on a quarterly basis commencing from the first receipt of the sales proceeds with respect to the products from the Property. The Royalty Agreement contains other customary terms, including but not limited to, the scope of the gross revenue, Atlas Brazil’s right to determine operations, and LRC’s information and audit rights. NOTE 4 – 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 costs as of December 31, 2025, and 2024 amounted to $ 27,240 and $ 33,962 , respectively. NOTE 5 – STOCKHOLDERS’ EQUITY Authorized Stock and Amendments As of December 31, 2024, and December 31, 2025, we had 200,000,000 authorized shares of common stock, with a par value of $ 0.001 per share. On November 22, 2024, we entered into an At the Market Offering Agreement (the “ATM Agreement”) with H.C. Wainwright & Co., LLC (“Wainwright”) with respect to an at the market offering program, under which we may, from time to time in our sole discretion, issue and sell shares of our common stock through Wainwright, acting as agent. The issuance and sale of our common stock under the ATM Agreement were made pursuant to a prospectus supplement, dated November 22, 2024, to our registration statement on Form S-3, filed with the SEC on August 25, 2023, which was declared effective on September 18, 2023 (the “2023 Form S-3”). Sales under the ATM Agreement and the 2023 Form S-3 were completed in September 2025 upon the sale of an aggregate of $ 25.0 million of our common stock, representing the maximum amount permitted under the 2023 Form S-3. On August 22, 2025, we filed a registration statement on Form S-3 with the SEC on August 22, 2025, which was declared effective on August 28, 2025 (the “2025 Form S-3”). Following the effectiveness of the 2025 Form S-3, the issuance and sale of additional shares of our common stock pursuant to the ATM Agreement have and will be made under the 2025 Form S-3, including the base prospectus and the sales agreement prospectus contained therein (as each may be supplemented or amended), for so long as the 2025 Form S-3 remains effective. The 2025 Form S-3 permits the sale of up to $ 75 million of our common stock, preferred stock, or warrants, including an aggregate of up to $ 40 million pursuant to the ATM Agreement. During the year ended December 31, 2025, we sold 7,627,566 shares of our common stock pursuant to the ATM Agreement, the 2023 Form S-3 and the 2025 Form S-3, generating gross proceeds of $ 41.7 million before deducting commissions and fees. Additionally, during the year ended December 31, 2025, we sold 2,500,000 shares of our common stock to certain institutional investors in a registered direct offering, generating gross proceeds of $ 10.0 million. Series A Preferred Stock On December 18, 2012, we filed with the SOS a Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock (the “Series A Preferred Stock”) to designate one share of a new series of preferred stock. The Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock provides that for so long as Series A Preferred Stock is issued and outstanding, the holders of Series A Preferred Stock shall vote together as a single class with the holders of our common stock, with the holders of Series A Preferred Stock being entitled to 51% of the total votes on all such matters regardless of the actual number of shares of Series A Preferred 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. The one outstanding share of our Series A Preferred Stock has been held by our Chief Executive Officer and Chairman, Mr. Fogassa since December 18, 2012. F- 20 Table of Contents Year Ended December 31, 2025, Transactions During the year ended December 31, 2025, the Company issued an aggregate of 10,953,759 shares of its common stock, as follows: SUMMARY OF AGGREGATE COMMON STOCK SHARES ISSUED Nature Shares Shares issued in connection with stock-based compensation 826,193 Sales of common stock pursuant to the ATM Agreement 7,627,566 (*) Sales of common stock pursuant to the Registered Direct Offering 2,500,000 Total 10,953,759 (*) 7,627,566 shares of common stock were sold pursuant to the ATM Agreement for aggregate proceeds of $ 41.7 million, gross of commissions and fees. Year Ended December 31, 2024, Transactions During the year ended December 31, 2024, we issued an aggregate of 3,251,161 new shares of our common stock, including (i) 1,871,250 shares issued to Mitsui & Co. Ltd. (“Mitsui”) for gross proceeds of $ 30 million and net proceeds of $ 29.6 million pursuant to a Securities Purchase Agreement dated as of March 28, 2024, (ii) 1,188,188 shares issued to consultants, officers and directors upon vesting of restricted stock units, and (iii) 191,723 shares issued to investors in connection with the ATM Agreement. 2023 Stock Incentive Plan On May 25, 2023, the Board approved the 2023 Stock Incentive Plan (the “Plan”) which enables the grant of stock options, stock appreciation rights, restricted stock, performance shares, stock unit awards, other stock-based awards, and performance-based cash awards, each of which may be granted separately or in tandem with other awards. The number of shares of our common stock issuable pursuant to Plan was 2,000,000 shares. On May 28, 2025, the Board of Directors approved, and our majority stockholders ratified and confirmed the amendment of the 2023 Stock Incentive Plan to increase the shares of common stock reserved for issuance under the plan from 2,000,000 to 3,000,000 . For a description of the 2023 Stock Incentive Plan, please refer to Exhibit 10.1. F- 21 Table of Contents Common Stock Options During the years ended December 31, 2025, and 2024, we granted options to purchase common stock to officers, consultants and directors. The options were valued using the Black-Scholes option pricing model with the following ranges of assumptions: SCHEDULE OF BLACK-SCHOLES OPTION PRICING MODEL December 31, 2025 December 31, 2024 Expected volatility 84.01 % - 84.01 % 90.41 % – 136.11 % Risk-free interest rate 4.20 % - 4.20 % 3.78 % – 4.79 % Stock price on date of grant $ 6.97 $ 31.28 Dividend yield 0 % 0.00 % Expected term 1 - 1 Years 1 - 5 years Changes in common stock options for the years ended December 31, 2025, and 2024 were as follows: SCHEDULE OF COMMON STOCK OUTSTANDING Number of Options Outstanding and Vested Weighted Average Exercise Price Remaining Contractual Life (Years) Aggregated Intrinsic Value Outstanding and vested, January 1, 2025 40,667 0.2041 3.44 249,122 Issued (1) 439,996 0.0077 Exercised (2) ( 409,996 ) 0.0075 Expired - - Forfeited - - Cancelled - - Outstanding and vested, December 31, 2025 70,667 0.1217 4.10 290,321 Number of Options Outstanding and Vested Weighted Average Exercise Price Remaining Contractual Life (Years) Aggregated Intrinsic Value Outstanding and vested, January 1, 2024 50,667 $ 15.9474 2.40 $ 776,864 Issued (3) 429,996 0.0077 Exercised (4) ( 399,996 ) 0.0075 Expired - - Forfeited - - Cancelled ( 40,000 ) 20.0000 Outstanding and vested, December 31, 2024 40,667 $ 0.2041 3.44 $ 249,122 1) In the year ended December 31, 2025, 439,996 common stock options were issued with a grant date fair value of $ 3,066,772 . 2) In the year ended December 31, 2025, common stock option holders exercised a total 409,996 options at a weighted average exercise price of $ 0,0075 to purchase our common stock. The exercises were paid for with $ 3,116 in cash proceeds to us. As a result of the options exercised, we issued 409,996 shares of common stock. 3) In the year ended December 31, 2024, 429,996 common stock options were issued with a grant date fair value of $13,410,147. 4) In the year ended December 31, 2024, common stock option holders exercised a total 399,996 options at a weighted average exercise price of $ 0,0075 to purchase 399,996 shares of our common stock. The exercises were paid for with $ 2,999 in cash proceeds to us. As a result of the options exercised, we issued 399,996 shares of common stock. F- 22 Table of Contents During the year ended December 31, 2025, we recorded $ 3,104,126 in stock-based compensation expense from common stock options in the consolidated statements of operations and comprehensive loss ($ 13,410,147 during the year ended December 31, 2024). Common Stock Purchase Warrants Stock purchase warrants are accounted for as equity in accordance with ASC 480, Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock, Distinguishing Liabilities from Equity . During the year ended December 31, 2025, the Company issued common stock purchase warrants to certain investors in connection with the Company’s equity financings. The common stock purchase warrants were valued using the Black-Scholes option pricing model with the following ranges of assumptions: SCHEDULE OF WARRANT ASSUMPTION December 31, 2025 Expected volatility 85.43 % - 85.43 % Risk-free interest rate 4.20 % - 4.20 % Stock price on date of grant $ 6.45 - 6.45 Dividend yield 0 % - 0 % Expected term 1.99 - 1.99 Years Changes in common stock purchase warrants for the years ended December 31, 2025, and 2024 were as follows: SCHEDULE OF WARRANT ACTIVITY Number of Options Outstanding and Vested Weighted Average Exercise Price Remaining Contractual Life (Years) Aggregated Intrinsic Value Outstanding and vested, January 1, 2025 16,668 $ 10.4999 - $ - Issued 75,000 8.1250 Exercised (1) - - Expired (2) ( 16,668 ) 10.4999 Forfeited - - Cancelled - - Outstanding and vested, December 31, 2025 75,000 $ 8.1250 2.08 $ - Number of Options Outstanding and Vested Weighted Average Exercise Price Remaining Contractual Life (Years) Aggregated Intrinsic Value Outstanding and vested, January 1, 2024 55,761 $ 10.6087 1.34 $ 1,152,654 Warrants Issued - - Warrants Exercised (3) ( 6,667 ) 7.5000 Warrants Expired (4) ( 25,715 ) 8.0556 Warrants Forfeited - - Warrants Cancelled (4) ( 6,711 ) 23.7500 Outstanding and vested, December 31, 2024 16,668 $ 10.4999 0.79 $ - 1) During the twelve months ended December 31, 2025, warrant holders exercised a total nil warrants to purchase nill shares of our common stock. 2) During the twelve months ended December 31, 2025, 16,668 warrants expired. 3) During the twelve months ended December 31, 2024, warrant holders exercised a total 6,667 warrants to purchase 1,376 shares of our common stock. The warrant exercises were executed with an exercise price of $ 7.50 per share and were paid for with 5,291 warrants conceded in cashless exercises. As a result of the warrants exercised, we issued an aggregate of 1,376 common shares. 4) During the twelve months ended December 31, 2024, 32,426 warrants were canceled and expired. Restricted Stock Units Restricted stock units (“RSUs”) are granted by us to our officers, consultants and directors of the Company as a form of stock-based compensation. The RSUs are granted with varying immediate-vesting, time-vesting, performance-vesting, and market-vesting conditions as tailored to each recipient. Each RSU represents the right to receive one share of our common stock immediately upon vesting. F- 23 Table of Contents Changes in RSUs for the years ended December 31, 2025, and December 31, 2024 were as follows: SCHEDULE OF CHANGE IN RESTRICTED STOCK UNITS Number of RSUs Outstanding Outstanding at January 1, 2025 572,476 Granted (1) 55,750 Vested (2) ( 82,000 ) Forfeited (3) ( 13,750 ) Cancelled (4) ( 338,476 ) Outstanding at December 31, 2025 194,000 Number of Options Outstanding and Vested Outstanding January 1, 2024 1,040,017 Granted (1) 714,032 Vested (2) ( 749,864 ) Expired - Forfeited (3) ( 371,709 ) Cancelled (4) ( 60,000 ) Outstanding December 31, 2024 572,476 1) In the twelve months ended December 31, 2025, 55,750 RSUs were granted to our officers and consultants, with a total grant date fair value of $ 287,008 as measured at $ 5.15 /share, as follows: (i) 5,750 RSUs which immediately vested upon grant and (ii) 50,000 RSUs with time-based vesting over periods ranging from 1 one to four years . In the twelve months ended December 31, 2024, 714,032 RSUs were granted to our officers and consultants , with a total grant date fair value of $ 7,505,400 as measured at $ 10.51 /share, as follows: (i) 390,997 RSUs which immediately vested upon grant; (ii) 87,326 RSUs with time-based vesting over periods ranging from six months to four years ; (iii) 65,000 RSUs which vest upon achieving certain price per share of our common stock ranging between $ 13.50 and $ 65.00 and (iv) 170,799 RSUs which vest upon achieving certain performance milestones at our Neves Project 2) In the twelve months ended December 31, 2025, 82,000 RSUs vested and were settled through the issuance of 82,000 shares of common stock. In the twelve months ended December 31, 2024, 749,864 RSUs vested and were settled through the issuance of 749,864 shares of common stock. 3) In the twelve months ended December 31, 2025, 13,750 RSUs ( 371,709 RSUs in 2024) were forfeited upon termination of employment and service agreements with former executives and consultants. 4) In the twelve months ended December 31, 2025, 338,476 RSUs ( 60,000 RSUs in 2024) were cancelled without vesting because the performance conditions for vesting were not met. During the year ended December 31, 2025, we recorded $ 3,608,375 stock-based compensation expense from our RSU activity in the period ($ 10,500,496 during the year ended December 31, 2024). As of December 31, 2025, there were 197,000 RSUs outstanding (December 31, 2024: 572,476 RSUs outstanding). Other stock incentives measured at fair value through profit or loss As of December 31, 2025, we had certain other outstanding obligations to issue shares of our common stock in case some markets conditions are met pursuant to an officer’s employment agreement, as further disclosed in the ‘Derivative liabilities’ section above. These were designated as liability-classified awards and are measured at fair value through profit or loss. As of December 31, 2025, we recognized a $ 15,072 derivative liability and would have been obligated to issue 265,685 shares of common stock pursuant to these other stock incentives had the conditions of such stock incentives been met (December 31, 2024: recognized a $ 121,512 derivative liability relating to 160,145 shares of our common stock that we would have been obligated to issue had the conditions of the stock incentives been met). F- 24 Table of Contents NOTE 6 – COMMITMENTS AND CONTINGENCIES The following table summarizes certain of Atlas’s contractual obligations on December 31, 2025: SCHEDULE OF CONTRACTUAL OBLIGATIONS Total Less than 1 Year 1-3 Years 3-5 Years More than 5 Years Lithium processing plant construction (1) $ 696,325 696,325 $ - $ - $ - Total $ 696,325 696,325 - - - (1) Lithium processing plant construction is related to agreements with suppliers contracted for the construction of the processing plant, with the majority of payments due upon delivery. Please see commitments related to Leases in Note 2. NOTE 7 - RELATED PARTY TRANSACTIONS The related party transactions are recorded at the exchange amount transacted as agreed between us and the related party. All the related party transactions have been reviewed and approved by the board of directors. Our related parties include: SCHEDULE OF RELATED PARTIES Mitsui & Co., Ltd. Mitsui & Co., Ltd. is a non-controlling shareholder of the Company. In the course of preparing condensed consolidated financial statements, we eliminate the effects of various transactions conducted between Atlas Lithium and its subsidiaries and among the subsidiaries. F- 25 Table of Contents Mitsui & Co. Ltd. On March 28, 2024, the Company entered into a Securities Purchase Agreement with Mitsui, pursuant to which the Company agreed to issue and sell to Mitsui, and Mitsui agreed to purchase from the Company shares of the Company's common stock for an aggregate subscription amount of $ 30 million at a per share purchase price of $ 16.0321 . The transaction closed in connection with a registered offering under the Company's registration statement on Form S-3 (No. 333-274223) (the “Mitsui Registered Offering”). On March 28, 2024, in connection with the closing of the Mitsui Registered Offering, the Company entered into an Investor Rights Agreement with Mitsui (the “Investor Rights Agreement”). The Investor Rights Agreement provides Mitsui with certain rights, including without limitation anti-dilution rights to maintain its proportionate ownership percentage in future issuances of the Company's common stock or equity-linked securities (subject to certain exceptions), visitation rights to the Company's properties, information and access rights including quarterly management presentations and meetings with the Company's senior management, and provisions regarding the Company's dividend policy. The Investor Rights Agreement automatically terminates upon certain events including if Mitsui's beneficial ownership falls below 5% of the Company's outstanding shares or upon the occurrence of a material transaction as defined in the Investor Rights Agreement. On March 27, 2024, in connection with the closing of the Mitsui Registered Offering, our subsidiary Atlas Brazil and Mitsui entered into an Offtake and Sales Agreement, pursuant to which Atlas Brazil agreed to sell and deliver to the Mitsui, and Mitsui agreed to purchase and take delivery of, (i) the spot quantity of fifteen thousand (15,000) dry metric tons of Atlas Brazil’s product, and, subject to the fulfillment of certain conditions precedent, (ii) up to sixty thousand (60,000) dry metric tons of Atlas Brazil’s product for each year, up to a total of three hundred thousand (300,000) dry metric tons. Atlas Critical Minerals Corporation During the year ended December 31, 2025, Atlas Critical Minerals was party to the following stock-based compensation transactions with related parties of the Company: Pursuant to the amended and restated employment agreement between Atlas Critical Minerals and Mr. Fogassa, dated June 26, 2024, Atlas Critical Minerals issued 113,782 shares of its common stock to Mr. Fogassa during the year ended December 31, 2025 representing 4 % of Atlas Critical Mineral’s total outstanding common stock as of January 1, 2025. Atlas Critical Minerals issued 38,767 restricted stock units and shares of common stock (not including the shares mentioned in the above paragraph) of Atlas Critical Minerals to officers and directors of the Company at a weighted average price of $ 0.83 per share in settlement of $ 466,016 in salaries and fees owed to such officers and directors due to their services provided to Atlas Critical Minerals. NOTE 8 – RISKS AND UNCERTAINTIES Currency Risk We operate primarily in Brazil which exposes it to currency risks. Our business activities may generate intercompany receivables or payables that are in a currency other than the functional currency of the entity. 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. Our consolidated financial statements are denominated in U.S. dollars. Accordingly, changes in exchange rates between the applicable foreign currency and the U.S. dollar affect the translation of each foreign subsidiary’s financial results into U.S. dollars for purposes of reporting in the consolidated financial statements. Our foreign subsidiaries translate their financial results from the local currency into U.S. dollars in the following manner: (a) income statement accounts are translated at average exchange rates for the period; (b) balance sheet asset and liability accounts are translated at end of period exchange rates; and (c) equity accounts are translated at historical exchange rates. Translation in this manner affects the shareholders’ equity account referred to as the foreign currency translation adjustment account. This account exists only in the foreign subsidiaries’ U.S. dollar balance sheets and is necessary to keep the foreign subsidiaries’ balance sheets in agreement. NOTE 9 - SUBSEQUENT EVENTS In accordance with FASB ASC 855-10 Subsequent Events, we have analyzed our operations subsequent to December 31, 2025 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. F- 26 Table of Contents EXHIBIT INDEX Exhibit Number Description 3.1 Amended and Restated Articles of Incorporation of the Company dated May 25, 2023. Incorporated by Reference to Exhibit No. 3.3 to the Company’s Current Report on Form 8-K filed with the Commission on May 26, 2023. 3.2 Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock filed with the Secretary of State of the State of Nevada on December 18, 2012. Incorporated by reference to Company’s Current Report on Form 8-K filed with the Commission on December 26, 2012. 3.3 Second Amended and Restated By-laws of the Company Incorporated by reference to Exhibit 3.4 to the Company’s Current Report on Form 8-K filed with the Commission on May 26, 2023. 3.4 Certificate of Designations, Preferences and Rights of Series D Convertible Preferred Stock filed with the Secretary of State of the State of Nevada on September 16, 2021. Incorporated by reference to Exhibit 3.8 to the Form S-1 filed with the Commission on January 28, 2022. 4.1 Description of Capital Stock. Incorporated by reference to Exhibit 4.1 to the Annual Report on Form 10-K filed with the Commission on March 27, 2024. 4.2 Form of 6.5% Convertible Promissory Note due 2026. Incorporated by reference to Exhibit 4.1 to the Form 8-K filed with the Commission on November 8, 2023. 10.1 2023 Stock Incentive Plan, as amended on May 28, 2025 (incorporated by reference to Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A filed with the Commission on April 15, 2025) 36 Table of Contents 10.2 Amended and Restated Employment Agreement Between Marc Fogassa and the Company. Incorporated by reference to Exhibit 10.1 to the Form S-1 filed with the Commission on January 28, 2022.# 10.3 Employment Agreement between the Company and Igor Tkachenko dated September 30, 2023.# Incorporated by reference to Exhibit 10.6 to the Annual Report on Form 10-K filed with the Commission on March 27, 2024.# 10.4 Amendment to Employment Agreement dated September 5, 2024, by and between the Company and Igor Tkachenko. Incorporated by reference to Exhibit 10.7 to the Annual Report on Form 10-K filed with the Commission on March 14, 2025. 10.5 Executive Employment Agreement dated July 23, 2024, by and between the Company and Tiago Moreira de Miranda. Incorporated by reference to Exhibit 10.1 to the Form 10-Q filed with the Commission on August 9, 2024.# 10.6 † Offtake and Sales Agreement dated November 29, 2023, by and between the Company and Yahua International Investment and Development Co., Ltd.. Incorporated by reference to Exhibit 10.3 to the Form 8-K filed with the Commission on December 1, 2023. 10.7 † Offtake and Sales Agreement dated November 29, 2023, by and between the Company and Sheng Wei Zhi Yuan International Limited. Incorporated by reference to Exhibit 10.4 to the Form 8-K filed with the Commission on December 1, 2023. 10.8 † Royalty Purchase Agreement dated May 2, 2023, by and between the Company and Lithium Royalty Corp. Incorporated by reference to Exhibit 10.1 to the Form 8-K filed with the Commission on May 2, 2023. 10.9 † Gross Revenue Royalty Agreement dated May 2, 2023, by and between the Company and Lithium Royalty Corp. Incorporated by reference to Exhibit 10.2 to the Form 8-K filed with the Commission on May 2, 2023. 10.10† Investor Rights Agreement dated March 27, 2024 by and between the Company and Mitsui & Co. Ltd.. Incorporated by reference to Exhibit 10.2 to the Form 8-K filed with the Commission on April 1, 2024. 10.11† Offtake and Sales Agreement by and between Atlas Litio Brasil Ltda and Mitsui & Co., Ltd. dated March 27, 2024. Incorporated by reference to Exhibit 10.3 to the Form 8-K filed with the Commission on April 1, 2024. 10.12 At the Market Offering Agreement dated November 22, 2024, by and between the Company and H.C. Wainwright & Co., LLC. Incorporated by reference to Exhibit 1.1 to the Form 8-K filed with the Commission on November 22, 2024. 10.13 Securities Purchase Agreement, Dated December 5, 2025, by and between Atlas Lithium Corporation and the purchasers identified on the signature pages thereto (incorporated by reference to Exhibit 10.1 to the Form 8-K filed with the Commission on December 12, 2025). 19.1 Insider Trading Policy of the Company, dated December 21, 2023. Incorporated by reference to Exhibit 19.1 to the Annual Report on Form 10-K filed with the Commission on March 14, 2025. 21.1 Subsidiaries of the Company.* 23.1 Consent of Independent Registered Public Accounting Firm.* 31.1 Certification of the Chief Executive Officer pursuant to Section 13a-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* 31.2 Certification of Chief Financial Officer pursuant to Section 13a-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* 32.1 Certification of the Chief Executive Officer and pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.** 32.2 Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.** 97 Policy Relating to the Recovery of Erroneously Awarded Compensation. Incorporated by reference to Exhibit 97 to the Annual Report on Form 10-K filed with the Commission on March 27, 2024. 101* Interactive Data files pursuant to Rule 405 of Regulation S-T. 101.SCH* Inline XBRL Taxonomy Extension Schema Document 101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document 104* Cover Page Interactive Data File (embedded within the Inline XBRL document) * Filed herewith ** Furnished herewith † Certain portions of the exhibit have been omitted in accordance with Item 601(b)(10)(iv) of Regulation S-K because we customarily and actually treat the redacted information as private or confidential and the omitted information is not material. We agree to furnish on a supplemental basis an unredacted copy of the exhibit and our materiality and privacy or confidentiality analysis to the Securities and Exchange Commission upon its request. # Indicates management contract or compensatory plan Item 16. Form 10-K Summary We have elected not to provide a summary. 37 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) 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. Atlas Lithium Corporation Date: March 4, 2026 By: /s/ Marc Fogassa Marc Fogassa Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated: Signature Title Date /s/ Marc Fogassa Chief Executive Officer (Principal Executive Officer) March 4, 2026 Marc Fogassa and Chairman of the Board /s/ Tiago Miranda Chief Financial Officer March 4, 2026 Tiago Miranda (Principal Financial and Accounting Officer) /s/ Roger Noriega Director March 4, 2026 Ambassador Roger Noriega /s/ Cassiopeia Olson Director March 4, 2026 Cassiopeia Olson, Esq. /s/ Stephen Peterson Director March 4, 2026 Stephen Peterson, CFA /s/ Rodrigo Menck Director March 4, 2026 Rodrigo Menck 38