Atlas Lithium Corp: Form 10-K/A for the period ended Dec 31, 2025

Overview

Atlas Lithium Corporation (“Atlas Lithium”, the “Company”, “we”, “us”, or “our” refer to Atlas Lithium Corporation and its consolidated subsidiaries) is a mineral exploration and development company with lithium projects and multiple lithium exploration properties. In addition, we own exploration properties in other battery minerals, including nickel, copper, rare earths, graphite, and titanium. Our current focus is the continued advancement of our hard-rock lithium project in Minas Gerais, Brazil toward active mining. The project is located within a well-known lithium-bearing pegmatitic district designated by the state government as “Lithium Valley.” We intend to mine and then process our lithium-containing ore to produce lithium concentrate (also known as spodumene concentrate), a key ingredient for the battery supply chain.

In addition to our lithium exploration and development activities, we also own approximately 28.06% of the shares of common stock of Atlas Critical Minerals Corporation (Nasdaq: ATCX) (formerly known as Jupiter Gold Corporation, “Atlas Critical Minerals”), as of December 31, 2025. Atlas Critical Minerals is an exploration stage company focused on the exploration and development of mineral rights relating to certain critical minerals such as rare earths, copper, graphite, nickel, iron, gold and quartzite. On January 9, 2026, Atlas Critical Minerals commenced trading on the Nasdaq Capital Market under the ticker symbol “ATCX”. The results of operations of Atlas Critical Minerals are consolidated in our financial statements under generally accepted accounting principles in the U.S. (“U.S. GAAP”).

Minas Gerais Lithium Project

The Minas Gerais Lithium Project (“MGLP”) comprises 85 mineral rights totaling approximately 468 km2. In particular, we are focused on the Neves Project (as defined below), our material mineral property, which is a part of MGLP. The Neves Project is depicted in Figure 1.

Figure 1: Neves Project mineral rights.

We are primarily focused on advancing and developing our hard-rock lithium project located in the state of Minas Gerais, Brazil. Our Minas Gerais Lithium Project is currently our largest undertaking and primary focus. This project is located in northeastern Minas Gerais, Brazil along the Eastern Brazilian Pegmatite Province (“EBP”) that extends more than 850 kilometers across eastern Minas Gerais. The EBP has been surveyed by the Brazilian Geological Survey and is known for the presence of hard rock formations known as pegmatites which contain lithium-bearing minerals such as spodumene and petalite. Pegmatites are igneous bodies derived during the final stages of crystallization of a larger parent igneous intrusion, most commonly a granitic rock. They are distinctive for their very coarse-grained crystalline texture, and in some instances, complex composition with unusual minerals and rare elements. Commercially productive lithium mineralization along the EBP is centered around the Araçuaí mining district, which is host to the majority of Brazil’s commercial lithium production and reported mineral reserves.

Because of the region’s long mining history, basic local infrastructure near our mineral properties ranges from adequate to robust, with access to hydroelectric power and water supplies, and a well-established road network with direct access to commercial ports. Basic goods and services, industrial suppliers and a skilled and semi-skilled labor force are also generally available from the surrounding communities where we operate.

Since initiating exploration at MGLP in early 2021, we have confirmed the widespread presence of hard-rock lithium-bearing pegmatites across our property portfolio.

We have disclosed mineral resources and mineral reserves for the Neves Project based on our technical report summary, as updated and filed as Exhibit 96.1 hereto. We believe that we can increase our value by continuing our development of the Neves Project, as well as by expanding our exploration campaign to new, high-potential areas within our portfolio of mineral rights. Our commercial goal is to enter production of lithium concentrate, a product which is highly sought after in the battery supply chain.

In 2025, we received our modular dense media separation lithium processing plant (“DMS Plant”), which was manufactured in South Africa. It was designed to produce approximately 150,000 tons of lithium concentrate per annum (“tpa”).

Our DMS Plant represents a cornerstone of our Neves Project, and was designed to deliver high-quality lithium concentrate to the global market for electric vehicles (EVs) and renewable energy storage systems (ESS). With worldwide lithium demand growing, we are positioned to emerge as a key contributor to the sustainable energy transition. This milestone marks a significant step in our progression toward becoming the next lithium producer in Brazil’s resource-rich Lithium Valley.

During the fourth quarter of 2025, we made strong progress in the procurement process for the project tasks and other contracted work (collectively referred to herein as “work items”) needed for the implementation of the Neves Project. Examples of such work items include assembly of our dense media separation plant and earth works. We have generally received multiple competing bids for each of the relevant work items, including 19 bids for one work item. Our supplier selection criteria are based on technical qualification and experience, and with these conditions met, then best price and terms.

Geology

The EBP is considered to be one of the world’s largest geologic belts of granite and related pegmatite intrusive bodies, encompassing more than 150,000 km2 and with more than 90% of the belt located in eastern Minas Gerais. Pegmatites are igneous rocks that form during the final stages of a granitic magma’s crystallization. They are readily identifiable by their exceptionally coarse crystalline texture, with individual crystals averaging one centimeter or more in size. Most pegmatites have a simple mineral composition common to granitic rocks, however some may also contain lithium minerals of commercial interest such as spodumene which can contain up to 3.73% Li (8.03% Li2O2), and petalite with up to 2.09% Li (4.50% Li2O2).

The MGLP area encompasses multiple areas of mineralized pegmatites, in general occurring as series of sub-parallel elongate tabular bodies, referred to as ‘pegmatite dike swarms,’ hosted in metamorphic shists. Individual pegmatite bodies range from several meters to more than 50 meters thick and from tens of meters up to approximately one kilometer in lateral strike length. They are primarily composed of minerals such as quartz, feldspar and mica, with localized concentrations of spodumene and petalite. Individual feldspar and spodumene crystals can reach up to two meters in length but typically are more homogeneously distributed and range in size from one to a few centimeters in length.

Neves Project

At our Neves Project, the focus is on the delineation of the four confirmed pegmatite bodies with spodumene mineralization, designated as Anitta 1 through 4. Complementing the four confirmed mineralized pegmatites are six new and promising target areas designated by our geology team within our Neves Project.

Figure 2: Neves Project location within Lithium Valley.

Through geological mapping and soil geochemistry work, six promising exploration targets have been identified within the Neves Project, as shown in the map below.

Figure 3: Neves Project Exploration targets

Summary of Properties with an Indirect Economic Interest

As of December 31, 2025, we owned approximately 28.06% equity interest in Atlas Critical Minerals, an exploration stage company focused on the exploration and development of mineral rights relating to certain critical minerals such as rare earths, copper, graphite, nickel, iron, gold and quartzite. Atlas Critical Minerals is working to advance its understanding of the potential of its mineral rights portfolio.

The table below provides, in accordance with Item 1303 of Regulation S-K, an overview of the mineral properties in which we hold an indirect economic interest:

(*) These mineral rights identify copper, graphite, phosphate and/or rare earths as exploration minerals since the existing Brazilian legislation does not allow Uranium to be formally recognized as an exploration mineral.

As of December 31, 2025, Atlas Critical Minerals had no mineral reserves for any of the mineral properties listed above.

The various critical minerals in Atlas Critical Minerals’ portfolio have various important applications. Rare earths are crucial for permanent magnets used in electric motors and wind turbines, and for semiconductor and defense applications. Graphite is a key component in lithium-ion batteries, while titanium has applications in aerospace and medical technologies.

Atlas Critical Minerals’ exploration activities to date have included geological mapping, geochemical sampling, geophysical surveys, and limited exploratory drilling to identify potential mineralized zones within a few of its mineral rights. As it advances its understanding of these critical mineral properties, Atlas Critical Minerals may conduct extensive exploratory programs including drilling campaigns to identify and quantify mineral resources. The exploration programs follow the accepted guidelines under Regulation S-K 1300.

We do not operate, nor is it probable that we will operate, any mining property under a lease or other legal agreement that grants us ownership or similar rights. Similarly, there is no mining property in which we have, or it is probable that we will have, an associated royalty or similar right.

Raw Materials

We do not have any material dependence on any raw materials or raw material supplier. All of the raw materials that we need are available from numerous suppliers and at market-driven prices.

Government Regulation

Mining Regulation and Compliance

Mining regulation in Brazil is carried out by the National Mining Agency (“ANM”), a federal entity with offices in each state in Brazil. We are required to file for exploration licenses for each mineral right that we own with the ANM office of the state in which such mineral right is located. The applications for such licenses must contain, among other things, a project for the exploration work to be undertaken. If approved, we have three years (subject to extension to up to an additional three years) to conduct exploration activities in accordance with the approved plan and prove the existence of the mineral and quantify a deposit. Once exploration is completed, ANM requires a final exploration report which, if approved, allows for the application of an extraction license. Extractions requests require detailed economic viability studies. We have been issued exploration licenses for our key areas for lithium, and our main area within the Neves Project (tenement number 833.356/2007) on May 27, 2025, received the mining concession status, the highest level of ownership of a mineral right in Brazil, allowing for commercial mining in perpetuity without volume constraints. We believe that we maintain a good relationship with ANM.

Environmental Regulation and Compliance

Environmental regulation in Brazil is carried out by state-level agencies, which may have multiple offices, including one for each region of the state. For each mineral right that we own, after sufficient exploration work has been conducted, we can apply for operational permitting towards mining by filing any such paperwork with the local office of the environmental agency that has the applicable geographical jurisdiction. We believe that we maintain a good relationship with the offices of the environmental agency and believe that our methods of monitoring are adequate for our current needs.

On October 26, 2024, we received the operating license for our Neves Project in the state of Minas Gerais, Brazil, following the completion of the environmental permitting and licensing process.

On August 14, 2025, the Minas Gerais state agency responsible for permitting applications issued an extensive technical report recommending approval of the Company’s expansion permit application.

The current environmental regulations state that for the duration of mining operations and for a period of five years after all mining operations have ceased, we would still be required to perform any necessary recuperation work.

Environmental, Social and Governance

We are committed to Environmental, Social, and Corporate Governance (“ESG”) causes. We believe that our efforts make a difference in the communities in which we operate. The list below highlights our recent initiatives to develop the communities in which we operate:

Support with donations of machines and equipment for works carried out by local governments:

• Use of our water truck for the works to improve access to local communities;
• Improvements in the Neves community pavement;
• Use of our earth moving equipment for a mobile phone tower in the community of Neves;
• Use of our water truck for supplying communities and wetting roads;
• Donation of asphalt emulsion to improve main roads in Araçuaí;
• Donation of new water pipes to replace old pipes in communities surrounding the access route to the development; and
• Supply of culverts for drainage work in access roads used by the community and the development.

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Road improvements and gravel:

• Improving road access to a municipal school and the São José das Neves community;
• Improving road access to Comunidade Cardoso´s hill;
• Improving road access to Neves Community;

Infrastructure

• Construction of accommodation for teachers at the Calhauzinho Community State School;
• Construction of the sidewalk, accessibility ramp, recreation yard and improvement of the canteen at the municipal school of the São José das Neves community;
• Construction of the support house, kitchen and courtyard of the São José das Neves Community Church;
• Renovation and painting of the São José das Neves Community Church in partnership with the outsourced company Eco Sondagens;
• Construction/revitalization of 14 small water storage dams for local residents;

Professional development

• Developed trainee plan for the inclusion of women students in the mining technician course;
• Agreement with Instituto Técnico Educacional Polivalente de Araçuaí-ITEP to offer internship positions at Atlas to the institution’s best students;
• o Partnership with SESI/SENAI/FIEMG to offer technical and professional courses using rooms on the 1st floor of our building in Araçuaí for face-to-face classes after it becomes operational;

Social

• Donation of basic food baskets to the Association of Parents and Friends of Exceptional Children of Araçuaí;
• Organization of a Christmas charity event for children from Neves, São José das Neves, Calhauzinho and Aguada Nova with distribution of gifts and sneakers for the children;
• Sponsorship of traditional festivals in the communities of Neves, São José das Neves; and
• Sponsorship of a local organization focused on developing social programs and including children in sports, offering classes in Araçuaí and other municipalities in the Jequitinhonha Valley.

Our current efforts are focused on hiring workers from communities near our project areas. Many of these communities have high levels of unemployment, and we believe that we are making a positive contribution by hiring local personnel at wages that are above the regional monthly wages.

Form and Year of Organization

We were incorporated in the State of Nevada on December 15, 2011, under the name Flux Technologies, Corp. From inception until December 18, 2012, we were focused on the software business, which business was discontinued. We operated with the name “Brazil Minerals, Inc.” until September 26, 2022, when we changed our name to “Atlas Lithium Corporation.” In January 2023, we completed a public offering of shares of our common stock and on January 10, 2023 began trading on the Nasdaq Capital Market under the ticker symbol “ATLX.”

Available Information

We maintain a website at www.atlas-lithium.com (http://www.atlas-lithium.com). We make available free of charge, through the Public Filings section of the Investors tab on our website, our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and all amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, as soon as reasonably practicable after such material is electronically filed with, or furnished to, the Securities and Exchange Commission (the “SEC”). The information on our website is not, and shall not be deemed to be, a part hereof or incorporated into this or any of our other filings with the SEC.

In addition, the SEC maintains a website at www.sec.gov (http://www.sec.gov) which contains reports, proxy and information statements filed electronically by us with the SEC.

Employees

As of the date of this Annual Report, we have 64 employees, out of which 75% are unionized, with certain employees represented by a private federation of employees in the extractive industries of the state of Minas Gerais (the “Employee Federation”) and the remainder represented by a labor union. Representation by the Employee Federation is legally mandatory for all extractive enterprises with respect to their non-management workers under labor laws. We have collective bargaining agreements adopted by the Employee Federation and labor union since March 2024 and December 2025, respectively, which set forth standard working conditions and employee benefits. We believe that we maintain a good relationship with our employees, the federation and the labor union.

RISK FACTORS

Investing in our common stock involves a high degree of risk. You should carefully consider the risks described below, as well as the other information in this Annual Report, including our financial statements and the related notes thereto and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” before deciding whether to invest in our securities. The occurrence of any of the risks, the events or developments described below could harm our business, financial condition, operating results, and growth prospects. In such an event, the market price of our common stock could decline, and you may lose all or part of your investment. Additional risks and uncertainties not presently known to us or that we currently deem immaterial also may impair our business operations. You should consider carefully the risks and uncertainties summarized and set forth in detail below and elsewhere in this Annual Report before you decide to invest in our common stock.

Summary of Risk Factors

Below is a summary of the principal factors that make an investment in our common stock speculative or risky. This summary does not address all of the risks that we face. We encourage you to carefully review the full risk factors contained in this Report in their entirety for additional information regarding the material factors that make an investment in our securities speculative or risky. The primary categories by which we classify risks include those related to: (i) our business, (ii) regulatory and industry, (iii) country and currency, (iv) our common stock, and (v) world events. Set forth below within each of these categories is a summary of the principal factors that make an investment in our common stock speculative or risky.

Business Risks

• Risks Related to the Assembly, Commissioning, and Operation of Our DMS Plant
• Our future performance is difficult to evaluate because we have a limited operating history.
• We have a history of losses and expect to continue to incur losses in the future.
• We are a development stage company, and there is no guarantee that our properties will result in the commercial extraction of mineral deposits.
• We face risks related to mining, exploration, plant assembly, and mine construction, if warranted, on our properties.
• Labor disruptions and a rise in labor costs could impact on our business, financial condition and results of operations.
• We are subject to the effects of changing prices.
• Our long-term success will depend ultimately on our ability to achieve and maintain profitability and to develop positive cash flow from our mining activities.
• We depend on our ability to successfully access the capital and financial markets. Any inability to access the capital or financial markets may limit our ability to fund our ongoing operations, execute our business plan or pursue investments that we may rely on for future growth.
• Our quarterly and annual operating and financial results and our revenue are likely to fluctuate significantly in future periods.
• Our ability to manage growth will have an impact on our business, financial condition and results of operations.
• Our operations and projects are subject to a range of transitional and physical risks related to climate change.
• Our operations and projects are subject to a range of risks related to transitioning the business to meet regulatory, societal and investor expectations for operating in a low-carbon economy.
• We are vulnerable to concentration risks because our operations are currently exclusive to Brazil.
• We depend upon Mr. Marc Fogassa, our Chief Executive Officer and Chairman.
• Our growth will require new personnel, which we will be required to recruit, hire, train and retain.
• A portion of our workforce is represented by labor unions and therefore subject to collective bargaining agreements.
• Certain of our officers may be in a position of conflict of interest.
• We have historically relied on third-party consultants and their inability to perform timely and in compliance with their contractual obligations can adversely impact our business operations.
• Our Reliance on Third Party Consultants and Contractors Has and Could Continue to Adversely Affect Our Operations, Cost Structure, and Competitive Position
• Adverse developments affecting the financial services industry, including events or concerns involving liquidity, defaults or non-performance by financial institutions or transactional counterparties, could adversely affect our business, financial condition or results of operations.
• We may be unable to hire and retain the third-party contractors upon which we rely, including for drilling and construction of the lithium processing plant.
• We are dependent upon information technology and operational technology systems, which are subject to disruption, damage, failure or cybersecurity attacks and risks associated with implementation, upgrade, operation and integration.

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Regulatory and Industry Risks

• The mining industry subjects us to several risks.
• Our operations are, and our mineral projects will be subject to, significant government regulations, including environmental laws and regulations.
• We are required to obtain government permits in order to conduct development and mining operations, a process which is often costly and time-consuming.
• Compliance with environmental regulations and litigation based on environmental regulations could require significant expenditures.
• Mining operations face substantial health and safety regulations.
• Mineral prices are subject to unpredictable fluctuations.
• The development of non-lithium battery technologies could adversely affect us.
• The growth potential of lithium markets is uncertain.
• Demand and market prices for lithium will greatly affect the value of our investment in our lithium resources and our future revenues and profitability generally.
• We are dependent upon the continued recognition of and validity of the title to our mineral rights, and preserving title may be costly.
• Changes in public policies and legislative initiatives could materially affect our business and prospects

Country and Currency Risks

• Substantially all of our assets are located in Brazil and substantially all of our revenue will be derived from our operations in Brazil.
• Our ability to execute our business plan depends primarily on the continuation of a favorable mining environment in Brazil and our ability to freely sell our minerals.
• The perception of Brazil by the international community may affect us.
• Exposure to foreign exchange fluctuations and capital controls may adversely affect our costs, earnings and the value of some of our assets.

Common Stock Risks

• Our common stock price has been and may continue to be volatile, and you could lose all or part of your investment.
• We do not intend to pay regular future dividends on our common stock and thus stockholders must look to appreciation of our common stock to realize a gain on their investments.
• We may seek to raise additional funds, finance acquisitions, or develop strategic relationships by issuing equity securities. Any future issuances of equity will dilute your ownership.
• Our Series A Preferred Stock (as defined below), which has been held by Mr. Fogassa since 2012 has the effect of concentrating voting control over us in Mr. Fogassa, our Chief Executive Officer and Chairman. Due to Mr. Fogassa’s control of greater than 50% of our voting securities, we are deemed a “controlled company” under the rules of Nasdaq.
• Our Chief Executive Officer and Chairman has substantial influence over us as a result of his voting control and his interests may not be aligned with the interests of our other stockholders, which may discourage, delay or prevent a change in our control, which could deprive our stockholders of an opportunity to receive a premium for their securities.
• Sales of a substantial number of shares of our common stock by our stockholders in the public market could cause our stock price to fall.
• Costs as a result of operating as a public company are significant, and our management is required to devote substantial time to compliance with our public company responsibilities and corporate governance practices.
• Our internal control over financial reporting may not meet the standards required by Section 404 of the Sarbanes-Oxley Act, and failure to achieve and maintain effective internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act, could have a material adverse effect on our business and share price.

World Events Risks

• Tariffs and other changes in international trade policy could adversely affect our business, financial condition and the results of operations.
• Natural disasters or the emergence of a new pandemic may adversely affect our business.
• An escalation of the current war in Ukraine and the ongoing conflict in the Middle East, coupled with the international policy of the new U.S. presidential administration or the emergence of conflict elsewhere may adversely affect our business.

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Business Risks

Risks Related to the Assembly, Commissioning, and Operation of Our DMS Plant

Our DMS Plant was manufactured in South Africa to our specifications by a third-party contractor which delegated certain work to subcontractors. The disassembled plant was shipped to Brazil mostly in containers with some bulk items as well and is currently in storage at a secure facility in Minas Gerais state. While we believe the assembly of the DMS Plant will be successful and that it will operate as expected, there are material risks associated with the assembly, commissioning, and ongoing operation of the DMS Plant.

Assembly of the DMS Plant will require us to retain employees or contractors with the necessary expertise, including project management and construction supervision services. Such personnel may not be readily available when needed or on terms favorable to us. Although we have strengthened our internal capabilities through the appointment of a Project Management Officer and Vice President of Engineering with experience from significant mining projects in Brazil, we continue to depend on certain consultants and contractors for specific technical requirements. Any inability to retain qualified contractors or their failure to perform in accordance with their agreements could result in delays in our ability to execute on our business plan and adversely affect the value of our common stock.

We may incur delays or cost overruns in assembling the DMS Plant and achieving the readiness of such processing facility to commence production. Potential causes of delay include, without limitation: the discovery of unusual or unexpected conditions during assembly; industrial accidents or equipment malfunctions; labor shortages, disputes, or work stoppages; permitting or regulatory delays; weather conditions or natural disasters; supply chain disruptions affecting the delivery of necessary equipment or materials; and the unavailability of suitable machinery, equipment, or skilled labor. Additionally, litigation by third parties such as non-governmental organizations could interfere with the permitting process or cause delays in project development.

If assembly of the DMS Plant requires longer than expected due to component damage, labor issues, contractor performance issues, or other factors, we could incur additional costs associated with extended storage, increased labor, or procurement of replacement parts. We cannot provide any assurance that the assembly will be completed on schedule or within budget.

Once assembled, operation of the DMS Plant will incur ongoing operating costs and our financial position and results of operations may be materially impacted if we are unable to fund such expenses and if our production costs are higher than the revenues from the sale of our lithium products. Equipment malfunctions or breakdowns during the term of operation could require us to incur substantial repair or replacement costs, potentially resulting in production downtimes and business interruption. We may face difficulty timely finding spare machines or parts to fix broken equipment. Additionally, fluctuations in the cost of fuel, power, materials, and supplies could result in increases in operating costs beyond our initial estimates.

Our future performance is difficult to evaluate because we have a limited operating history.

Investors should evaluate an investment in us considering the uncertainties encountered by mineral exploration companies. Although we were incorporated in 2011, we began to implement our current business strategy in 2018, which is primarily focused on the exploration of strategic minerals. We have generated limited revenues from operations and our cash flow needs have been financed through equity and debt issuances and not through cash flows derived from our operations. As a result, we have little historical financial and operating information available to help you evaluate and predict our future performance. In addition, advancing our projects will require significant capital and time, and we are subject to all of the risks associated with developing and establishing new mining operations and business enterprises as further described in these risk factors. There can be no assurance that our efforts will be successful or that we will ultimately be able to attain profitability.

We have a history of losses and expect to continue to incur losses in the future.

We have incurred losses in each of the past three years, have negative cash flow from operating activities, have had limited revenues and expect to continue to incur losses in the future.

We have an accumulated deficit of approximately $171.6 million as of December 31, 2025. We expect to continue to incur losses unless and until such time as our projects or properties acquired in the future enter into commercial production and generate sufficient revenues to fund continuing operations and we are able to develop at least one economic deposit. If we are unable to generate cash flows from our operations, we will not be able to earn profits and may be unable to continue operations. At this early stage of our operation, we also expect to face the risks, uncertainties, expenses and difficulties encountered by companies at the mineral development stage. We cannot be sure that we will be successful in addressing these risks and uncertainties and our failure to do so could have a materially adverse effect on our financial condition.

There is uncertainty regarding our ability to implement our business plan and to grow our operations with our existing financial resources without additional financing. Our ability to implement our business plan is dependent on us generating cash from operations, the sale of our common stock and/or obtaining debt financing. Historically, we have funded our operations through the issuance of debt and equity securities. Management’s plan is to fund our capital requirements and ongoing operations through the generation of revenue from our mining operations and projects, and until such time that we generate such revenue, to fund operations by selling our equity securities, including our common stock, or common stock in Atlas Critical Minerals that we own, entering into royalty agreements for the future sales of minerals or off-take agreements related to future sales of negotiated quantities of minerals, and obtaining debt financing. For example, on March 28, 2024, we entered into a Securities Purchase Agreement with Mitsui & Co., Ltd. (“Mitsui”), pursuant to which we agreed to sell to Mitsui 1,871,250 shares of our common stock for aggregate net proceeds of $29.6 million. In connection with such agreement, our subsidiary Atlas Litio Brasil Ltda (“Atlas Brazil”) entered into an Offtake and Sales Agreement pursuant to which Atlas Brazil agreed to sell and deliver to the Investor, and the Investor 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.

There is no assurance that we will be successful in implementing our business plan or that we will be able to generate sufficient cash from operations, sell securities or borrow funds on favorable terms or at all. Our inability to generate significant revenue or obtain additional financing could have a material adverse effect on our ability to fully implement our business plan and grow our business.

We are a development stage company, and there is no guarantee that our properties will result in the commercial extraction of mineral deposits.

We are engaged in the business of exploring and developing mineral properties with the intention of locating and developing economic deposits of minerals. An economic deposit is a mineral property which can be reasonably expected to generate profits upon extraction and commercialization of its minerals after considering all costs involved. With the exception of the Neves Project, which is in the development stage, our other property interests remain in the exploration stage.. It is unlikely that we will realize profits in the short term, and we also cannot assure you that we will realize profits in the medium to long term. Any profitability in the future from our business will be dependent upon the development of at least one economic deposit and most likely further exploration and development of other economic deposits, each of which is subject to numerous risks, including all of the risks associated with developing and establishing new mining operations and business enterprises, such as:

• completion of studies to verify reserves and commercial viability, including the ability to find sufficient ore reserves to support a commercial mining operation;
• the timing and cost, which can be considerable, of further exploration, preparing studies, permitting and construction of infrastructure, mining and processing facilities;
• the availability and costs of drill equipment, exploration personnel, skilled labor, and mining and processing equipment, if required;
• the availability and cost of appropriate smelting and/or refining arrangements, if required;
• compliance with stringent environmental and other governmental approval and permit requirements;
• the availability of funds to finance exploration, development, and construction activities, as warranted;
• potential opposition from non-governmental organizations, local groups or local inhabitants that may delay or prevent development activities;
• potential increases in exploration, construction, and operating costs due to changes in the cost of fuel, power, materials, and supplies; and
• potential shortages of mineral processing, construction, and other facilities related supplies.

Further, we cannot assure you that any of our property interests can be commercially mined. The exploration and development of mineral deposits involves a high degree of financial risk over a significant period which may not be mitigated or eliminated by careful evaluation, experience and/or knowledge of management. While the discovery of additional ore-bearing deposits may result in rewards, few properties which are explored are ultimately developed into producing mines. Significant expenses may be required to establish reserves by drilling and constructing mining and processing facilities at a particular site. It is impossible to ensure that our current exploration and development programs will result in profitable commercial mining operations. The profitability of our operations will be, in part, related to the cost and success of our exploration and development programs which may be affected by several factors, such as the factors set forth under the heading “We face risks related to mining, exploration and mine construction, if warranted, on our properties” below. Additional expenditures are required to establish reserves which are sufficient to commercially mine and to construct, complete and install mining and processing facilities in those properties that are mined and developed.

In addition, our mineral projects have no operating history upon which to base estimates of future operating costs and capital requirements. Project items, such as estimates of reserves, metal recoveries or cash operating costs are to a large extent based upon the interpretation of geologic data, obtained from a limited number of drill holes and other sampling techniques, as well as technical studies. Actual operating costs and economic returns of our mineral projects may materially differ from the costs and returns estimated, and accordingly our financial condition, results of operations, and cash flows may be negatively affected.

The volume and grade of ore recovered may vary from our estimates.

We are a development stage company with “proven mineral reserves.” A mineral reserve is defined in Regulation S-K Item 1300 as an estimate of tonnage and grade or quality of “indicated mineral resources” and “measured mineral resources” (as those terms are defined in Regulation S-K 1300) that, in the opinion of a “qualified person” (as defined in Regulation S-K Item 1300), can be the basis of an economically viable project. There has been no material change to our proven and probable reserves from the publication of our technical report summary, effective May 15, 2025, as updated on June 16, 2026. Estimates of proven and probable reserves are subject to considerable uncertainty. Such estimates are, to a large extent, based on the market prices of lithium concentrate, as well as interpretations of geologic data obtained from drill holes and other exploration techniques. These prices and interpretations are subject to change. If we determine that certain of our estimated reserves have become uneconomic, we may be forced to reduce our estimates. Actual production may be significantly less than we anticipate.

Any material changes in mineral resource and reserve estimates may affect the economic viability of our current operations, our decision to place properties into production and/or such properties’ return on capital. There can be no assurance that mineral recoveries in small scale laboratory tests will be duplicated in a large-scale on-site operation in a production environment. Extended declines in market prices for lithium concentrate may render portions of our mineralization estimates uneconomic and result in reduced reported mineralization or adversely affect the commercial viability of one or more of our properties. Any material reductions in estimates of mineralization, or of our ability obtain additional mine permits and/or extract lithium concentrate, could have a material adverse effect on our results of operations, financial condition, and stock price.

Risks related to reserve estimates, metallurgy, and/or mining dilution are inherent when working with extractable minerals. Future revenue from sales of lithium concentrate will be less than anticipated if the mined material’s ultimate metallurgic recovery of the run of mine ore or crushed ore are different than lab results and estimates or if the mined material does not contain the concentration of lithium concentrate predicted by our geological exploration, studies, and reports. If revenue from sales of lithium concentrate are less than anticipated, we may not be able to recover our investment in our properties and our operations may be adversely affected. Our inability to realize production may also adversely affect the price of our common stock. Our ability to secure additional mine permits may also affect operations and the price of our common stock.

Because the probability of an individual prospective mineral deposit ever having reserves is not known, any funds spent on exploration and evaluation may be lost if our properties may not contain any reserves.

With the exception of our Neves Project, our other mineral properties are “exploration stage properties” within the meaning of S-K 1300. With respect to such exploration stage properties, we cannot assure you about the existence of economically extractable mineralization at this time, nor about the quantity or grade of any mineralization we may have found. Because the probability of an individual prospect ever having reserves is uncertain, any funds spent on evaluation and exploration may be lost and our exploration stage properties may not contain any reserves. Even if we confirm reserves on our exploration stage properties, any quantity or grade of reserves we indicate must be considered as estimates only until such reserves are mined. We do not know with certainty that economically recoverable minerals exist on our exploration stage properties. In addition, the quantity of any reserves may vary depending on commodity prices. Any material change in the quantity or grade of reserves may affect the economic viability of our properties.

Even if we do eventually discover a mineral reserve on one or more of our exploration stage properties, there can be no assurance that they can be developed into producing mines and that we can extract those minerals. Both mineral exploration and development involve a high degree of risk, and few mineral properties that are explored are ultimately developed into producing mines.

Exploration activities require significant amounts of capital that may not be recovered and may exceed our budget.

Mineral exploration activities are subject to many risks, including the risk that no commercially productive or extractable resources will be encountered. There can be no assurance that our activities will ultimately lead to an economically feasible project or that we will recover all or any portion of our investment. Mineral exploration often involves unprofitable efforts, including drilling operations that ultimately do not further exploration efforts. Despite our efforts to budget such costs, the cost of minerals exploration is often uncertain, and cost overruns are common. Substantial expenditures are required to establish reserves through drilling, to develop processes to extract the ore and, in the case of new properties, to develop the extraction and processing facilities and infrastructure at any site chosen for extraction. Although benefits may be derived from the discovery of a major deposit, we cannot provide any assurance that any such deposit will be commercially viable or that we will be able to obtain the funds required for development on a timely basis. Drilling and exploration operations may be curtailed, delayed or cancelled as a result of numerous factors, many of which are beyond our control, including title problems, weather conditions, protests, compliance with governmental requirements, including permitting issues, and shortages or delays in the delivery of equipment and services. While we believe we have sufficient resources to fund our operations for the next twelve months, an increase in our drilling campaigns to keep pace with positive findings of potential economic deposits may require us to raise additional capital which, if not available on reasonable terms, may cause us to curtail our operations and impair our ability to become profitable.

We face risks related to mining, exploration, plant assembly and mine construction, if warranted, on our properties.

Our level of profitability, if any, in future years will depend to a great degree on whether our mineral projects can be brought into production. Although we have disclosed mineral resources and mineral reserves for the Neves Project, we cannot provide any assurances that our current and future exploration programs and/or studies on our existing properties will establish additional mineral resources or mineral reserves or that our disclosed mineral reserves will support profitable production. Whether it will be economically feasible to extract a mineral depends on a number of factors, including, but not limited to: the particular attributes of the deposit, such as size, grade and proximity to infrastructure; drilling costs; mineral prices; mining, processing and transportation costs; the willingness of lenders and investors to provide project financing; labor costs and possible labor strikes; and governmental regulations, including, without limitation, regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting materials, foreign exchange, environmental protection, employment, worker safety, transportation, and reclamation and closure obligations. The exact effect of these factors cannot be accurately predicted, but the combination of these factors may result in us receiving an inadequate return on invested capital. Assembly of our lithium processing plant, or any other facility, will require us to retain employees or contractors with the necessary technical expertise, which may not be readily available when we need it or on terms favorable to us. We may incur delays or cost overruns in assembling our lithium processing plant and achieving the readiness of such processing facility to commence production. Once assembled, operation of the lithium processing plant will require significant ongoing operating costs, and our financial position and results of operations may be materially impacted if we are unable to fund such expenses.

Labor disruptions and a rise in labor costs could impact our business, financial condition and results of operations.

Approximately 58% of our workforce is unionized. We may experience labor shortages and work stoppages due to localized or industry strikes. A prolonged work stoppage or strike by unionized employees could increase costs and affect our ability to conduct our research, development or production activities. In addition, upon the expiration of existing collective bargaining agreements, we may not reach new agreements, or such agreements may not be on terms satisfactory to us.

If we are unable to negotiate acceptable collective bargaining agreements, we may become subject to union-initiated work stoppages, including strikes. In addition, additional groups of employees may seek union representation in the future.

An increase in labor costs could adversely affect our results of operations. Most of the factors affecting labor costs are beyond our control and we may not be able to offset increased labor costs. A shortage of qualified employees, inflationary pressure on wages, increases in minimum wages or union-agreed wages in any of the jurisdictions in which we operate could increase labor costs and have a material and adverse effect on our business, financial condition and results of operations.

We are subject to the effects of changing prices.

Inflation rates have been relatively low and stable over the previous three decades; however, inflation rates rose significantly between 2021 and 2024. Although inflation rates have stabilized at a moderate level, future economic shocks, such as those due to tariffs and trade wars, could increase inflation levels going forward. We bear the costs of operating and maintaining our assets, including labor and material costs as well as drilling and exploration costs. Although we may be able to reduce some of our exposure to price increases through the prices we charge, competitive market pressures may affect our ability to pass along price adjustments, which may result in reductions in our operating margins and cash flows in the future.

Our long-term success will depend ultimately on our ability to achieve and maintain profitability and to develop positive cash flow from our mining activities.

Our long-term success, including the recoverability of the carrying values of our assets, and our ability to continue with exploration, development and commissioning and mining activities on our existing projects or to acquire additional projects, depends ultimately on our ability to achieve and maintain profitability and to develop positive cash flow from our operations by establishing ore bodies that contain commercially recoverable minerals and to develop these into profitable mining activities. We cannot assure you that any ore body that we extract mineralized materials from will result in achieving and maintaining profitability and developing positive cash flow.

We depend on our ability to successfully access the capital and financial markets. Any inability to access the capital or financial markets may limit our ability to fund our ongoing operations, execute our business plan or pursue investments that we may rely on for future growth and could result in the failure of our business.

We need, and for the foreseeable future will continue to need, additional equity or debt financing beyond our existing cash to maintain and expand our operations. Until commercial production is achieved from one of our larger projects, we will continue to incur operating and investing net cash outflows associated with, among other items, maintaining and possibly acquiring additional exploration properties and undertaking exploration activities. As a result, we rely on access to capital markets as a source of funding for our capital and operating requirements. We cannot assure you that such additional funding will be available to us on satisfactory terms, or at all.

In order to finance our current operations and future capital needs, we will require additional funds through the issuance of additional equity and/or debt securities or other financing facilities. Depending on the type and the terms of any financing we pursue, stockholders’ rights and the value of their investment in our shares could be reduced. Any additional equity financing will dilute shareholdings, and new or additional debt financing, if available, may involve restrictions on financing and operating activities. For example, during the year ended December 31, 2025, we issued an aggregate of 10,127,566 shares of our common stock in capital raising transactions, including (i) 7,627,566 shares sold pursuant to an At the Market Offering Agreement, and (ii) 2,500,000 shares sold to certain institutional investors in a registered direct offering. In addition, if we issue secured debt securities, the holders of the debt would have a claim to our assets that would be prior to the rights of stockholders until the debt is paid. Interest on such debt securities would increase costs and negatively impact operating results.

There is, however, no guarantee that we will be able to secure any additional funding or be able to secure funding which will provide us with sufficient funds to meet our objectives, which may adversely affect our business and financial position. The global decline in economic conditions, geopolitical instability, and other macroeconomic factors, including inflation, interest rate and foreign currency rate fluctuations, and volatility in capital markets could negatively impact our business, financial condition, and results of operations, including our ability to raise capital. If we are unable to obtain additional financing, as needed, at competitive rates, our ability to fund our current operations and implement our business plan and strategy will be affected, and we would be required to reduce the scope of our operations and scale back our exploration, development and mining programs. If such an inability to obtain financing persists, such measures could include eliminating operations or even seeking reorganization, in which case the holders of our securities could lose a substantial part or all of their investment.

Our quarterly and annual revenue, operating results and financial results are likely to fluctuate significantly in future periods.

Our quarterly and annual revenue, operating results and financial results are difficult to predict and may fluctuate significantly from period to period based on activities related to our exploration projects. For example, for the year ended December 31, 2025, costs associated with our stock based compensation were significantly lower than in prior years, which contributed to a substantial decrease to our net loss for the year as compared to the prior year. Our revenues, if any, net loss and results of operations may also fluctuate as a result of a variety of factors that are outside our control including, but not limited to, lack of sufficient working capital, equipment malfunction and breakdowns, inability to timely find spare machines or parts to fix the broken equipment, regulatory or licensing delays, deteriorations in our labor relations, changes in the prices of commodities or in the cost of our key inputs, currency fluctuations and severe weather phenomena.

Our ability to manage growth will have an impact on our business, financial condition and results of operations.

Future growth may place strains on our financial, technical, operational and administrative resources and cause us to rely more on project partners and independent contractors, potentially adversely affecting our financial position and results of operations. Our ability to grow will depend on several factors, including:

• our ability to successfully complete our exploration activities and develop existing projects;
• our ability to identify new projects;
• our ability to continue to retain and attract skilled personnel;
• our ability to maintain or enter into relationships with project partners and independent contractors;
• the results of our exploration programs;
• the market prices for our minerals;
• our access to capital;
• our ability to enter into agreements for the sale of our minerals;
• our ability to obtain and maintain requisite licenses and permits;
• global demand for lithium;
• the global trade environment and the existence of trade barriers such as tariffs or sanctions;
• volatility resulting from international conflicts or geopolitical tensions;
• natural or man-made disasters and severe climate or weather events;
• government policies with respect to climate change and natural resource conservation; and
• fluctuations in inflation and currency exchange rates.

We may not be successful in upgrading our technical, operational and administrative resources or increasing our internal resources sufficiently to provide certain of the services currently provided by third parties, and we may not be able to maintain or enter into new relationships with project partners and independent contractors on financially attractive terms, if at all. Our inability to achieve or manage growth may materially and adversely affect our business, results of operations and financial condition.

Our operations and projects are subject to a range of transitional and physical risks related to climate change.

We believe that climate change has the potential to impact on the regions and sites in which we operate, as well as the surrounding communities. Long-term potential physical climate risks include, but are not limited to, higher temperature in all regions, higher intensity storm events in all regions, impacts to annual precipitation depending upon the latitude and proximity of the site to oceans.

Physical risks related to extreme weather events such as extreme precipitation, flooding, longer wet or dry seasons, flooding and drought conditions, increased temperatures, sea level rise, landslides, mine flooding, landslides, wildfires or brushfires, or more severe storms may have financial implications for the business. In particular, the effects of changes in rainfall and intensities, water shortages and changing storm patterns have from time to time adversely impacted, and may in the future adversely impact, our costs, production levels and financial performance.

There is also the potential for disruption to transport routes associated with the distribution of our products. For example, essential roads for entering in our mine sites, may be subject to a risk of flooding due to the potential for an increase in average temperatures, which may be related to climate change. Severe storm events can also result in unpermitted off-site discharges, slope instability, mine pit erosion and structural failures, tailings storage facility overtopping and other impacts, including water storage and treatment facility capacity considerations. Extended dry seasons or unseasonal dry conditions could exacerbate dust generation from operating activities that may require additional controls for continued operation or result in compliance breaches. Changing climatic conditions may also affect the likelihood of meeting closure success criteria and require adjustments to mine site rehabilitation and closure plans. The higher potential for extreme heat conditions may affect equipment efficiency.

Such events can temporarily slow or halt operations due to physical damage to assets, reduced worker productivity for safety protocols on site related to extreme temperatures or lightening events, worker aviation and bus transport to or from the site, and local or global supply route disruptions that may limit transport of essential materials, chemicals and supplies, which could have an adverse impact on our results of operations and financial position. Additional financial impacts could include increased capital or operating costs to increase water storage and treatment capacity, obtain or develop maintenance and monitoring technologies, increase resiliency of facilities and establish supplier climate resiliency and contingency plans.

An increase in frequency and duration of extreme weather conditions can be followed by extended power outages. Energy disruptions can have an adverse impact on our results of operations and financial position due to production delays or additional costs to ensure business continuity through reliable sources of on-site power generation. Energy transmission and supply may be impacted by wildfires, which may interrupt electrical power transmission lines to mine sites, and that may pose risks to on-site facilities and energy generators, fuel dispensing systems and supplies. In jurisdictions that rely on purchased hydroelectric power, such as in Brazil, extreme drought and extended dry seasons may impact the electric utility’s water supplies needed to generate hydroelectric power purchased by the mine to run operations, which would result in higher costs and/or limit energy availability for continuity of operations as well as impact our environmental systems and processes.

Our operations and projects are subject to a range of risks related to transitioning the business to meet regulatory, societal and investor expectations for operating in a low-carbon economy.

Climate change and the transition to a low-carbon economy is expected to impact on our operations in a number of ways. Mining activities are an energy and fuel intensive business, currently resulting in a significant carbon footprint. Transitioning to a low-carbon economy will require significant investment and may entail extensive policy, legal, technology, and market changes to address mitigation and adaptation requirements related to climate change. Depending on the nature, speed, focus and jurisdiction of these changes, transition risks may pose varying levels of financial and reputational risk to the business.

A number of governments or governmental bodies, including Brazil, have introduced or are contemplating regulatory changes in response to the potential impacts of climate change that are viewed as the result of emissions from the combustion of carbon-based fuels.

Policy and regulatory risk related to actual and proposed changes in climate- and water-related laws, regulations and taxes developed to regulate the transition to a low-carbon economy may result in increased costs for our operations and our suppliers, including increased energy, capital equipment, environmental monitoring and reporting and other costs to comply with such regulations. Regulatory uncertainty may cause us to incur higher costs and lower economic returns than originally estimated for new development projects and operations, including closure reclamation obligations.

The development and deployment of technological improvements or innovations will be required to support the transition to a low-carbon economy, which could result in write-offs and early retirement of existing assets, increased costs to adopt and deploy new practices and processing including planning and design for mines, development of alternative power sources, site level efficiencies and other capital investments. Our investments in these technologies may also expose us to legal, operational and reputational and other risks. The pace of development of such technologies may be inadequate, such technologies may be insufficient, and we may not be able to deploy such technologies at a commercial scale.

There will be varied and complex market impacts due to climate change and the transition to a low-carbon economy. There will be shifts in supply and demand for certain commodities, products and services in connection with evolving consumer and investor sentiments. Market perceptions of the mining sector, and, in particular, the role that certain metals will or will not play in the transition to a low-carbon economy remains uncertain. Potential financial impacts may include reduced investment in certain minerals due to shifts in investor sentiment, increased production costs due to changing input prices, re-pricing of land valuation and assets, potential cost increases by insurers and lenders, and potential increases in taxation of the mining and metals sector.

Should the mining and metals sector not respond quickly enough to meeting globally accepted science-based reductions required to mitigate the long-term impacts of climate change, industry members may be subject to an increased risk of future climate litigation. Over time, litigation may also apply to other resource intensive sectors that fail to set and/or meet long-term reduction targets. While we are not currently subject to any lawsuits related to climate, no assurances can be provided that similar suits will not be brought in the future.

There is currently no generally accepted global definition (legal, regulatory or otherwise) of, nor market consensus as to what criteria qualify as, “green,” “social,” “sustainable” or “sustainability-linked” (and, in addition, the requirements of any such label may evolve from time to time), and therefore no assurance is or can be given that we will meet any or all investor expectations.

We are vulnerable to concentration risks because our operations are currently exclusive to Brazil.

Our exploration and mining activities are currently entirely located in Brazil. Because of our geographic concentration, our operations are more vulnerable to local economic downturns and adverse project-specific risks than those of larger, more diversified companies.

We are dependent upon information technology and operational technology systems, which are subject to disruption, damage, failure or cybersecurity attacks and risks associated with implementation, upgrade, operation and integration.

Our business operations rely heavily on technology platforms and systems to manage and optimize our diverse mining assets. These systems are critical to ensuring safety, operational efficiency, cost management, and meeting environmental, social, and governance (ESG) objectives. However, the increasing sophistication of cybersecurity threats, coupled with the adoption of emerging technologies such as artificial intelligence (AI), automation, and cloud-based platforms, poses important risks to our operations, financial performance, and reputation.

Our systems, as well as those of our third-party service providers, vendors, and partners, face a wide range of cybersecurity threats, including: Ransomware, malware, and phishing schemes targeting critical systems and sensitive data; unauthorized access and breaches affecting intellectual property, financial information, and operational data; vulnerabilities introduced through supply chain dependencies and third-party security weaknesses; human error, design flaws, and system misconfigurations.

The adoption of new technologies and the adoption of remote and flexible work arrangements enhances our operational capabilities but introduces additional risks. AI, for example, has the potential to improve efficiency and safety, it also presents unique vulnerabilities, including algorithmic biases that could lead to inaccurate decisions or unintended outcomes; data integrity risks, such as manipulation or corruption of datasets used to train AI systems; unauthorized access or exploitation of AI-powered systems, potentially compromising operations or sensitive data.

Additionally, the increased interconnectivity of automated and cloud-based systems and increase of remote workforce expands our cyber-attack surface, requiring heightened vigilance and advanced security measures.

Our cybersecurity measures, including the use of muti-factor authentication, data encryption, and firewall use, among other technologies, are intended to protect our technology platforms and address risks associated cybersecurity threats, including those stemming from the implementation of emerging technologies. While these efforts are designed to align with industry’s best practices, no system can eliminate all risks, especially given the pace of technological advancement and the evolving nature and increased frequency of cyber threats. In addition, we do not carry specific cybersecurity insurance to help mitigate such costs due to increased premiums and limited market availability. For additional information about steps we have taken to enhance our cybersecurity, please see “Item 1C. Cybersecurity.”

Therefore, a successful cyberattack or other cybersecurity incident could result in future production and operational downtimes, data corruption, and unauthorized disclosure of sensitive information. Any material breaches, disruptions, or loss of business-critical information, our systems and procedures for preparing and protecting against such attempts and mitigating such risks may prove to be insufficient against future attacks. These events may subject us to significant expenses, remediation costs, disputes, financial losses, regulatory actions or investigations, litigation, reputational harm, and delays in the deployment of critical technologies, that could result in damages, material fines and penalties, and harm to our reputation, any of which could have a significant effect on our financial condition, results of operations, liquidity, and cash flows. The risks associated with the implementation of emerging technologies, if not effectively mitigated, could undermine the benefits of these advancements and impact our competitive position.

In addition, we are subject to various legislation, regulations, directives and guidelines from federal, state, local and foreign agencies, that are intended to strengthen cybersecurity measures required for information and operational technology, and that apply to the collection, use, retention, protection, disclosure, transfer and other processing of personal information. Failure to comply with any of applicable legal requirements could result in enforcement action against us, including fines, which could harm our reputation and have a significant effect on our financial condition, results of operations, liquidity, and cash flows.

We depend upon Marc Fogassa, our Chief Executive Officer and Chairman.

Our existing operations and continued future development are largely dependent upon the personal efforts and continued performance of Mr. Marc Fogassa, our Chief Executive Officer and Chairman and principal stockholder. The loss of the services of Mr. Fogassa would have a material adverse effect on our business and prospects. We maintain key-man life insurance on the life of Mr. Fogassa. If we were to lose Mr. Fogassa, we may not be able to find appropriate replacements on a timely basis and our financial condition and results of operations could be materially adversely affected. Although Mr. Fogassa spends the vast majority of his time with us and is highly active on a daily basis in our management, he does not devote his full time and attention to Atlas Lithium. Mr. Fogassa also currently serves as Chief Executive Officer and Chairman of Atlas Critical Minerals.

Our growth will require new personnel, which we will be required to recruit, hire, train and retain.

Our ability to recruit and assimilate new personnel will be critical to our performance. We will be required to recruit additional personnel and to train, motivate and manage employees, and our inability to successfully do so will adversely affect our plans.

We expect significant growth in the number of our employees if we determine that a mine at any of our properties is commercially feasible, we are able to raise sufficient funding and we elect to develop the property. This growth will place substantial demands on us and our management. Our ability to assimilate new personnel will be critical to our performance. We will be required to recruit additional personnel and to train, motivate and manage employees. We will also have to adopt and implement new systems in all aspects of our operations. This will be particularly critical in the event we decide not to use contract miners on any of our properties. We have no assurance that we will be able to recruit the personnel required to execute our programs or to manage these changes successfully.

A portion of our workforce is represented by labor unions and therefore subject to collective bargaining agreements.

Our operations are dependent upon the efforts of our employees and, consequently, our maintenance of good relationships with our employees. Due to union activities or other employee actions, we could experience labor disputes, work stops or other disruptions in production, exploration or other business activities that could adversely affect us.

A portion of our workforce is represented by labor unions, as mandated under Brazilian law, and are therefore be subject to collective bargaining agreements, and if we are unable to enter into new agreements or renew existing agreements before they expire, our workers subject to collective bargaining agreements could engage in strikes or other labor actions that could materially disrupt our ability to conduct our operations.

We cannot predict the outcome of future negotiations of collective bargaining agreements covering existing or potential future employees.

Certain officers and directors may be in a position of conflict of interest.

Mr. Marc Fogassa, our Chief Executive Officer and Chairman, also serves as chief executive officer and chairman of Atlas Critical Minerals. We have partial equity ownership in Atlas Critical Minerals. There exists the possibility that Mr. Fogassa or others, may in the future be in a position of conflict of interest, where their interests may not be aligned with the interests of our other stockholders, and they may from time to time be incentivized to take certain actions that benefit the interests of Atlas Critical Minerals and that our other stockholders do not view as being in their interest as investors in us.

We have historically relied on third-party consultants and their inability to perform timely and in compliance with their contractual obligations can adversely impact our business operations.

We have historically relied on third-party technical consultants for various aspects of our MGLP development. While in 2025 we have strengthened our internal capabilities through the appointment of a Project Management Officer and Vice President of Engineering, who brings experience from multibillion-dollar mining projects in Brazil, we continue to depend on certain consultants for specific technical requirements. Also, there is significant competition for the services of these consultants in Brazil. Given this dependency, the consultants’ potential delivery of inadequate technical materials, or non-compliance with their contractual obligations, inclusive of exclusivity provisions, exposes us to significant operational and financial risks.

Our reliance on third-party consultants and contractors has and could continue to adversely affect our operations, cost structure, and competitive position

We rely on third-party consultants, contractors, and service providers to perform critical functions across our operations, including geological and metallurgical analysis, mine planning, engineering, construction, environmental and permitting support, logistics, and specialized technical services. Many of these activities require highly specialized expertise, regulatory familiarity, and operational experience that is difficult to source or replace on short notice.

These third parties may not perform their services in accordance with contractual requirements, applicable laws and regulations, or industry standards, or may lack the technical expertise, personnel, or financial resources necessary to execute complex or mission-critical work. Any failure by a third-party consultant or contractor to perform as expected, meet project timelines, or comply with contractual or regulatory obligations—including as a result of breach, insolvency, labor constraints, or competing priorities—could result in project delays, increased costs, operational disruptions, reduced production, or the inability to advance or maintain mining operations as planned. Current high levels of demand for talent in our industry present challenges in attracting and retaining qualified technical personnel with the necessary specialized knowledge.

In addition, our agreements with third-party consultants and contractors may limit our remedies or ability to recover damages in the event of nonperformance or breach, and disputes may be costly, time-consuming, and uncertain in outcome. In Brazil, suitable alternative providers can be limited or unavailable, further increasing our exposure to performance failures and constraining our ability to mitigate adverse impacts.

Because the mining industry is highly competitive and capital-intensive, delays, cost overruns, or operational inefficiencies arising from third-party performance issues could place us at a competitive disadvantage relative to peers with greater in-house capabilities, more reliable contractor relationships, or superior access to technical resources. Such events could impair our ability to meet production targets, execute growth or expansion plans, respond to market conditions, or maintain customer and stakeholder confidence, and could materially and adversely affect our business, financial condition, results of operations, and long-term competitive position.

Adverse developments affecting the financial services industry, including events or concerns involving liquidity, defaults or non-performance by financial institutions or transactional counterparties, could adversely affect our business, financial condition or results of operations.

Events involving limited liquidity, defaults, non-performance or other adverse developments that affect financial institutions, transactional counterparties or other companies in the financial services industry or the financial services industry generally, or concerns or rumors about any events of these kinds or other similar risks, have in the past and may in the future lead to market-wide liquidity problems. We regularly maintain cash balances at third-party financial institutions in excess of the Federal Deposit Insurance Corporation (“FDIC”) insurance limit. The FDIC took control and was appointed receiver of Silicon Valley Bank and New York Signature Bank on March 10, 2023, and March 12, 2023, respectively, and JPMorgan Chase Bank assumed all deposits and substantially all assets of First Republic Bank on May 1, 2023. We did not have any direct exposure to Silicon Valley Bank, New York Signature Bank or First Republic Bank. However, if other banks and financial institutions enter receivership or become insolvent in the future in response to financial conditions affecting the banking system and financial markets, our ability to access our existing cash, cash equivalents and investments, or access funding sources and other credit arrangements in amounts adequate to finance or capitalize our current and projected future business operations may be threatened and could have a material adverse effect on our business and financial condition.

In addition, investor concerns regarding the U.S. or international financial systems could result in less favorable commercial financing terms, including higher interest rates or costs and tighter financial and operating covenants, or systemic limitations on access to credit and liquidity sources, thereby making it more difficult for us to acquire financing on acceptable terms or at all. Any decline in available funding or access to our cash and liquidity resources could, among other risks, adversely impact on our ability to meet our operating expenses, financial obligations or fulfill our other obligations, result in breaches of our contractual obligations or result in violations of federal or state wage and hour laws. Any of these impacts, or any other impact resulting from the factors described above or other related or similar factors not described above, could have material adverse impacts on our liquidity and our business, financial condition or results of operations.

We may be unable to hire and retain the third-party contractors upon which we rely, including for drilling and construction of the lithium processing plant.

We have and will have agreements with consultants to provide services for us, including with respect to drilling and construction services. Each of these contractors performs functions that require the services of persons in high demand in the industry and these persons may or may not always be available when needed based on their status as contractors or at affordable prices. The implementation of our business plan and our exploration activities may be impaired if we are not able to retain or afford our significant contractors or if they do not perform in accordance with their agreements and the failure to conduct our exploration and construction activities could result in delays in our ability to execute on our business plan will could have an adverse effect on the value of our common stock.

Regulatory and Industry Risks

The mining industry subjects us to several risks.

In our operations, we are subject to the significant risks normally encountered in the mining industry, such as:

• the discovery of unusual or unexpected geological formations;
• accidental fires, floods, earthquakes or other natural disasters;
• unplanned power outages and water shortages;
• controlling water and other similar mining hazards;
• industrial and mining accidents;
• operating labor disruptions and labor disputes;
• the ability to obtain suitable or adequate machinery, equipment, or labor;
• our liability for pollution or other hazards; and
• other known and unknown risks involved in the conduct of exploration and operation of mines.

These hazardous activities pose significant management challenges and could result in loss of life, a mine shutdown, damage to or destruction of our properties and surrounding properties, production facilities or equipment, production delays or business interruption.

Our operations and mineral projects are subject to significant government regulations, including extensive environmental laws and regulations.

Mining activities in Brazil are subject to extensive federal, state, and local laws and regulations governing environmental protection, natural resources, prospecting, development, production, post-closure reclamation costs, taxes, labor standards and occupational health and safety laws and regulations, including mine safety, toxic substances and other matters. The costs we will incur to comply with such laws and regulations are expected to substantially increase once we progress from exploration activities to mining and production operations as is our intention. We also will be subject to periodic inspections by governmental authorities, which could result in fines, penalties or other actions by such authorities, any of which could have a material adverse effect on our future operations. In addition, changes in such laws and regulations, or more restrictive interpretations of current laws and regulations by governmental authorities, could result in unanticipated capital expenditures, expenses, or restrictions on, or suspensions of our operations and delays in the development of our properties.

Our exploration, development, mining and processing operations are subject to extensive laws and regulations governing land use and the protection of the environment, which generally apply to air and water quality, protection of endangered, protected or other specified species, hazardous waste management and reclamation. We have made, and expect to make in the future, significant expenditures to comply with such laws and regulations. Compliance with these laws and regulations imposes substantial costs and burdens, and can cause delays in obtaining, or failure to obtain, government permits and approvals which may adversely impact our closure processes and operations.

Increased global attention or regulation of consumption of water by industrial activities, as well as water quality discharge, and on restricting the use of cyanide and other hazardous substances in processing activities could similarly have an adverse impact on our results of operations and financial position due to increased compliance and input costs.

We are required to obtain governmental permits in order to conduct development and mining operations, a process which is often costly, time-consuming and subject to the interference of third parties.

We are required to obtain and renew governmental permits for our exploration activities and, prior to developing or mining any mineralization that we discover, we will be required to obtain new governmental permits. Obtaining and renewing governmental permits is a complex, costly and time-consuming process. The timeliness and success of permitting efforts are contingent upon many variables not within our control, including the interpretation of permit approval requirements administered by the applicable permitting authority. We may not be able to obtain or renew permits that are necessary for our planned operations or the cost and time required to obtain or renew such permits may exceed our expectations. Any unexpected delays or costs associated with the permitting process could delay the exploration, development or operation of our properties, which in turn could materially adversely affect our future revenues and profitability. In addition, key permits and approvals may be revoked or suspended or may be changed in a manner that adversely affects our activities.

Obtaining the necessary government permits involves numerous jurisdictions, public hearings and possibly costly undertakings.

In addition, our ability to successfully obtain key permits and approvals to explore for, develop, operate and expand operations will likely depend on our ability to undertake such activities in a manner consistent with the creation of social and economic benefits in the surrounding communities, which may or may not be required by law. Our ability to obtain permits and approvals and to successfully operate in particular communities may be adversely affected by real or perceived detrimental events associated with our activities.

Private parties, such as environmental activists, frequently attempt to intervene in the permitting process and to persuade regulators to deny necessary permits or seek to overturn permits that have been issued. For example, on August 14, 2025, the Minas Gerais state agency responsible for permitting applications issued an extensive technical report recommending approval of the Company’s expansion permit application (“Expansion Application”) filed in November 2024. On August 28, 2025, a civil action related to the Company’s Expansion Application was filed by N’Golo (the “NGO”), a non-governmental organization known for filing claims against mining projects, having filed 35 such claims in the last six years. The action was filed in the federal court located in Teofilo Otoni, Brazil, alleging that the Company did not conduct a consultation with Girau, a traditional community (the “Community”). Prior to the Expansion Application, the Company had retained a team of six experts including an anthropologist and a social scientist to consult with the Community and therefore the Company believes the NGO’s action is without merit. On May 9, 2024, the State of Minas Gerais issued a technical report stating that the Company had satisfied the consultation requirements with the Community. Additionally, in an affidavit dated September 3, 2025, the Community repudiated the NGO claim with the president of the Community association and a large number of its members stating that: (i) the NGO had never visited the Community and does not represent the wishes of the Community; and (ii) the Company had consulted with the Community. Based on currently available information, the Company does not expect this proceeding to prevent the approval of the Expansion Application.

On December 17, 2025, we filed a criminal complaint in a state criminal court in Belo Horizonte, Minas Gerais, Brazil, against the president and legal counsel of the NGO in connection with statements made by the organization that contained false and misleading information regarding matters related to our Expansion Application and consultation with the Community. On February 12, 2026, a state district attorney reviewed the complaint and referred it to a criminal court, which accepted the complaint on February 23, 2026. On June 9, 2026, a Brazilian judged approved an agreement between the Company and the NGO that resolved and terminated the NGO’s civil action (the “NGO Agreement”). The NGO Agreement includes an acknowledgment that the Company had consulted with the Community. The NGO Agreement also provides for the Company to donate certain items to the Community, including a bulldozer, upon commencement of the Company’s lithium concentrate production. As a result of this resolution, on June 12, 2026, the Company’s expansion permit application was formally placed on the agenda for a vote by the permitting commission of the state of Minas Gerais, and formally approved by such commission on June 26, 2026.

Compliance with environmental regulations and litigation based on environmental regulations could require significant expenditures.

Environmental regulations mandate, among other things, the maintenance of air and water quality standards, and the rules on land development and reclamation. They also set forth limitations on the generation, transportation, storage, and disposal of solid and hazardous waste. Environmental legislation is evolving in a manner that may require stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects, and a heightened degree of responsibility for mining companies and their officers, directors and employees. In connection with our current exploration activities or with our prior mining operations, we may incur environmental costs that could have a material adverse effect on our financial condition and results of operations. Any failure to remedy an environmental problem could require us to suspend operations or enter into interim compliance measures pending completion of the required remedy.

Moreover, government authorities and private parties may bring lawsuits based upon damage to property and injury to persons resulting from the environmental, health and safety impacts of prior and current operations, including operations conducted by other mining companies many years ago at sites located on properties that we currently own or formerly owned. These lawsuits could lead to the imposition of substantial fines, remediation costs, penalties and other civil and criminal sanctions. We cannot assure you that any such law, regulation, enforcement or private claim would not have a material adverse effect on our financial condition, results of operations or cash flows.

Mining operations face substantial health and safety regulations.

Mining operations are subject to extensive and complex laws and regulations governing worker health and safety and failure to comply with applicable legal requirements can result in substantial penalties. Future changes in applicable laws, regulations, permits and approvals or changes in their enforcement or regulatory interpretation could substantially increase costs to achieve compliance, leading to the revocation of existing or future exploration or mining rights or otherwise have an adverse impact on our results of operations and financial position.

In addition to potential government restrictions and regulatory fines, penalties or sanctions, our ability to operate (including the effect of any impact on our workforce) and thus, our results of operations and our financial position (including because of potential related fines and sanctions), could be adversely affected by accidents, injuries, fatalities or events detrimental (or perceived to be detrimental) to the health and safety of our employees, the environment or the communities in which we operate.

Mineral prices are subject to unpredictable fluctuations.

Portions of our revenues may come from the extraction and sale of minerals. Our level of profitability, if any, in future years will depend to a great degree on the prices of minerals set by global markets. The price of minerals may fluctuate widely and is affected by numerous factors beyond our control, including international, economic and political trends, expectations of inflation, currency exchange fluctuations, interest rates, global or regional consumptive patterns, speculative activities, increased production due to new extraction developments and improved extraction and production methods and technological changes in the markets for the end products. The effect of these factors on the price of minerals, and therefore the economic viability of any of our exploration properties, cannot accurately be predicted.

The development of non-lithium battery technologies could adversely affect us.

The development and adoption of new battery technologies that rely on inputs other than lithium compounds could significantly impact our prospects and future revenues. Current and next generation high energy density batteries for use in electric vehicles rely on lithium compounds as a critical input. Alternative materials and technologies are being researched with the goal of making batteries lighter, more efficient, faster charging and less expensive, and some of these could be less reliant on lithium compounds. We cannot predict which new technologies may ultimately prove to be commercially viable and on what time horizon. Commercialized battery technologies that use no, or significantly less, lithium could materially and adversely impact on our prospects and future revenues.

The growth potential of lithium markets is uncertain.

Our lithium business will be significantly dependent on the development and adoption of new applications for lithium batteries and the growth in demand for plug-in hybrid electric vehicles and battery electric vehicles. As such, our business results will inherently depend on the decarbonization of the global economy. To the extent that such development, adoption, decarbonization and growth do not occur in the volume and/or manner that we contemplate, including for reasons described under the heading “The development of non-lithium battery technologies could adversely affect us,” above, the long-term growth in the markets for lithium products may be adversely affected, which would have a material adverse effect on our business, financial condition and operating results.

Demand and market prices for lithium will greatly affect the value of our investment in our lithium resources and our future revenues and profitability generally.

Our ability to successfully develop our lithium resources and generate a return on investment will be affected by changes in the demand for and market price of lithium-based end products. The market price of these products can fluctuate and is affected by numerous factors beyond our control, primarily world supply and demand. Such external economic factors are influenced by changes in international investment patterns, global economic activity and growth, the unknown geopolitical consequences of the war between Ukraine and Russia, conflicts in the Middle East, including the ongoing war involving the United States, Israel and Iran, and macro-economic circumstances. We may be unable to effectively mitigate fluctuations in the price of lithium products, and high volatility or declines in lithium prices could have a material and adverse effect on our ability to generate revenues and our future profitability generally.

We are dependent on the continued recognition of and validity of the title to our mineral rights, and preserving title may be costly.

We rely on the continued validity of our mineral rights to each of our mineral properties. Any challenge to the title to our mineral rights would proceed as a petition to ANM, and such a challenge would be costly. In addition, ANM has the authority to determine the boundaries of mineral rights in Brazil, which is normally done to accommodate new and unforeseen events, including, by way of example, the passage of a new electric grid or the creation of a new environmental preserve. Depending on the number of mineral rights impacted, any change in the boundaries of our mineral rights could potentially affect a given project. In the event of a successful challenge to ANM that we are not the rightful owner of a mineral right that is currently titled to us, or a change in the boundaries of our mineral rights, such successful challenge or alteration of boundaries may have a material adverse effect on our planned operations, and result in significant financial losses that affect our business as a whole.

Changes in public policies and legislative initiatives could materially affect our business and prospects.

There has been substantial debate in the United States and abroad in the context of environmental and energy policies affecting climate change, the outcome of which could have a positive or negative influence on our prospects for growing our business. The new U.S. presidential administration favors traditional energy technologies and our future prospects could be adversely affected if renewable technologies are either (i) disfavored in any new laws or regulations pursued by the new U.S. presidential administration, or (ii) not included among those technologies identified in any final laws or regulations as favoring renewable technologies, or not included in state plans to reduce carbon emissions, and therefore not entitled to the benefits of such laws, regulations, or plans. For example, on January 20, 2025, President Trump issued Executive Order 14151, Unleashing American Energy, which encouraged energy exploration and production on federal lands and waters, directed the federal government to eliminate rules and incentives favoring electric vehicles, and paused the disbursement of grants and loans under the Inflation Reduction Act and the Infrastructure Investment and Jobs Act.

Country and Currency Risks

Substantially all of our assets are located in Brazil and substantially all of our revenues will be derived from our operations in such country. Accordingly, our results of operations will be subject, to a significant extent, to the economic, political and legal policies, developments and conditions in Brazil.

The economic, political and social conditions, as well as government policies, of Brazil could affect our business. Economic growth could be uneven, both geographically and among various sectors of the economy and such growth may not be sustained in the future. If in the future Brazil’s economy experiences a downturn or grows at a slower rate than expected, there may be less demand for spending in certain industries. A decrease in demand for spending in certain industries could materially and adversely affect our ability to become profitable.

Our ability to execute our business plan depends primarily on the continuation of a favorable mining environment in Brazil and our ability to freely sell our minerals.

Mining operations in Brazil are heavily regulated. Concurrently, the Brazilian government has taken an active role in supporting the development of its domestic rare earths mining and processing industry, including, without limitation, by allocating financial resources to finance important mineral projects, including rare earths. Such government support is of material importance to the Company and the emerging Brazilian rare earths industry due to, among other factors, the presence of established foreign industry leaders and nations, such as China, which aggressively support their rare earths industry. Any significant change in mining legislation or other changes in Brazil’s current mining environment may slow down or alter our business prospects. Further, countries in which we may wish to sell our mined minerals may impose special taxes, tariffs, or otherwise place limits and controls on consumption of our mined minerals, including tariffs or trade restrictions imposed by the new U.S. presidential administration.

The perception of Brazil by the international community may affect us.

Brazil’s political environment and its environmental policies, in particular the preservation of the Amazon rain forest, are continuously scrutinized by the global media. If Brazil’s political environment, regulations or policies are, or are perceived to be, inadequate, unfavorable or hostile by foreign customers or investors, we may lose the interest of investor groups or potential buyers of our minerals, which will have a negative impact on us.

Exposure to foreign exchange fluctuations and capital controls may adversely affect our costs, earnings and the value of some of our assets.

Our reporting currency is the U.S. dollar; however, we conduct our business in Brazil utilizing the Brazilian real. A large portion of our operating expenses are incurred in Brazilian real. An appreciation of the Brazilian real against the U.S. dollar would increase our costs in U.S. dollar terms. Our consolidated financials are directly impacted by movements in the Brazilian real to U.S. dollar exchange rate.

While not expected, Brazil may choose to adopt measures to restrict the entry of U.S. dollars or the repatriation of capital across borders. These measures would have a number of negative effects on us, reducing the immediately available capital that we could otherwise deploy for investment opportunities or the payment of expenses, and the ability to repatriate any profits.

Common Stock Risks

Our stock price may be volatile, and you could lose all or part of your investment.

The trading price of our common stock may fluctuate substantially and will depend on several factors, including those described in this “Risk Factors” section, many of which are beyond our control and may not be related to our operating performance. These fluctuations could cause you to lose all or part of your investment in our securities. Factors that could cause fluctuations in the trading price of our common stock include:

• results from our exploration and/or project development efforts;
• changes to our industry, including demand and regulations;
• actions by our competitors or other industry participants;
• failure to achieve commercial extraction of mineral deposits from any of our properties;
• absence of any reserves contained within our properties, and loss of any funds spent on exploration and evaluation;
• our ability to compete successfully against current and future competitors;

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• competitive pricing pressures;
• our ability to obtain working capital financing as required;
• additions or departures of key personnel;
• sales of our common stock;
• our ability to execute our business plan;
• operating results that fall below expectations;
• any major change in our management;
• changes in accounting standards, procedures, guidelines, interpretations or principals; and
• economic, geo-political and other external factors, particularly relating to global trade barriers or tariffs and developments within the country of Brazil.

In addition, the stock market in general has experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of those companies. Broad market and industry factors, including actions by and the results of operations of our competitors, as well as general economic, political and market conditions such as recessions or interest rate changes, may seriously affect the market price of our common stock, regardless of our actual operating performance.

Securities class action litigations have often been instituted in the past against companies who have experienced volatility of the market prices of their securities during and following periods of volatility in the overall market. Litigation of this type, if instituted against us, could result in substantial costs and a diversion of our management’s attention and resources. Any adverse determination in any such litigation or any amounts paid to settle any such actual or threatened litigation could require us to make significant payments.

We do not intend to pay regular future dividends on our common stock and thus stockholders must look for appreciation of our common stock to realize a gain on their investments.

We have never paid a dividend, and we do not have any plans to pay dividends in the foreseeable future. Our future dividend policy is within the discretion of our Board of Directors and will depend upon various factors, including future earnings, if any, our capital requirements and general financial condition, and other factors. Accordingly, stockholders must look solely to appreciation of our common stock to realize a gain on their investment. This appreciation may not occur or may occur only over a longer timeframe, and is contingent upon, among other factors, our ability to raise additional capital, continue developing and then commercializing our mineral projects.

We will seek to raise additional funds, finance acquisitions, or develop strategic relationships by issuing securities that would dilute your ownership.

Until we have achieved profitability, we intend to finance our operations through the issuance of equity and/or debt securities or other financings. Issuing equity securities will reduce the percentage ownership of our existing stockholders. Furthermore, any newly issued securities could have rights, preferences, and privileges senior to those of our existing common stock. Moreover, any issuances by us of equity securities may be at or below the prevailing market price of our stock and in any event will have a dilutive impact on the ownership interest of existing common stockholders, which could cause the market price of our common stock to decline. We may also raise additional funds through the incurrence of debt or the issuance or sale of other securities or instruments senior to our common stock. The holders of any debt securities or instruments that we may issue could have rights superior to the rights of our common stockholders.

To grow our business and remain competitive, we may also require additional capital from time to time through the issuance of debt or the issuance or sale of other securities or instruments senior to our common stock for our daily operation. Our ability to obtain additional capital is subject to a variety of uncertainties, including:

• our market position and competitiveness in our industry;
• our ability to prove reserves in each of our properties and, ultimately, commence commercial extraction on each of our properties;
• our future profitability, overall financial condition, results of operations and cash flows; and
• economic, political and other conditions in the U.S., Brazil and other international jurisdictions.

We may be unable to obtain additional capital in a timely manner or on acceptable terms or at all. In addition, our future capital needs and other business reasons could require us to sell additional equity or debt securities or obtain a credit facility. The sale of additional equity or equity-linked securities could dilute our stockholders. The incurrence of indebtedness would result in increased debt service obligations and could result in operating and financing covenants that would restrict our operations or our ability to pay dividends to our stockholders.

Our Series A Preferred Stock has the effect of concentrating voting control over us in Marc Fogassa, our Chief Executive Officer and Chairman, and as a result, he has substantial influence over our company and his interests may not be aligned with the interests of our other stockholders, which may discourage, delay or prevent a change in control of our company, which could deprive our stockholders of an opportunity to receive a premium for their securities.

One share of our Series A Convertible Preferred Stock (“Series A Preferred Stock”) is issued and outstanding, which has been held since 2012 by Mr. Marc Fogassa, our Chief Executive Officer and Chairman. The Certificate of Designations, Preferences and Rights of our 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 matters regardless of the actual number of shares of Series A Preferred Stock then outstanding, and the holders of common stock and any other class or series of capital stock entitled to vote with the common stock being entitled to their proportional share of the remaining 49% of the total votes based on their respective voting power. As a result, Mr. Fogassa has the ability to decisively influence all matters requiring stockholder approval, including decisions regarding mergers, consolidations and the sale of all or substantially all of our assets, election of directors and other significant corporate actions, and holders of our common stock have a limited ability to impact on our operations and activities. This concentration of ownership may discourage, delay or prevent a change in our control, which could deprive our stockholders of an opportunity to receive a premium for their shares as part of any contemplated sale of us and may reduce the price of our common stock.

We are deemed a “controlled company” under the rules of Nasdaq and therefore qualify for exemptions from certain governance requirements under the rules of the Nasdaq.

As a result of his ownership since 2012 of the one issued and outstanding share of our Series A Preferred Stock, Mr. Fogassa, our Chief Executive Officer and Chairman, holds more than 50% of our voting securities, and as such, we are a “controlled company” under the rules of Nasdaq and may elect not to comply with certain corporate governance requirements, including the requirement (i) to have a compensation committee composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; (ii) that our nominations committee be composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities, or if no such committee exists, that our director nominees be selected or recommended by independent directors constituting a majority of the board of director’s independent directors in a vote in which only independent directors participate; and (iii) for an annual performance evaluation of the nominations and compensation committees. We do not take advantage of any of these exemptions but may do so in the future. Our status as a controlled company could make our common stock less attractive to some investors or otherwise harm our stock price.

Sales of a substantial number of shares of our common stock by our stockholders in the public market could cause our stock price to fall.

Sales of a substantial number of shares of our common stock in the public market or the perception that these sales might occur could significantly reduce the market price of our common stock and impair our ability to raise adequate capital through the sale of additional equity securities. We are unable to predict the effect that such sales may have on the prevailing market price of our common stock.

The costs of operating as a public company are significant, and our management is required to devote substantial time to compliance with our public company responsibilities and corporate governance practices.

As a public company, we incur significant legal, accounting and other expenses that private companies do not incur. The Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, the listing requirements of the Nasdaq Capital Market, and other applicable securities rules and regulations impose various requirements on public companies. Our management and other personnel will devote a substantial amount of time to compliance with these requirements. Moreover, these rules and regulations will increase our legal and financial compliance costs and will make some activities more time-consuming and costly. We cannot predict or estimate the amount of additional costs we will incur as a public company or the specific timing of such costs.

Our internal control over financial reporting may not meet the standards required by Section 404 of the Sarbanes-Oxley Act, and failure to achieve and maintain effective internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act, could have a material adverse effect on our business and share price.

Our management is required to report on the effectiveness of our internal control over financial reporting. The rules governing the standards that must be met for our management to assess our internal control over financial reporting are complex and require significant documentation, testing and possible remediation.

Although management has determined our internal control over financial reporting is effective as of December 31, 2025, we cannot assure you that there will not be material weaknesses or significant deficiencies in our internal control over financial reporting in the future. Any failure to maintain internal control over financial reporting could severely inhibit our ability to accurately report on our financial condition, results of operations or cash flows. If we are unable to conclude that our internal control over financial reporting is effective, or if our independent registered public accounting firm determines we have a material weakness or significant deficiency in our internal control over financial reporting once that firm begins our Section 404 reviews, investors may lose confidence in the accuracy and completeness of our financial reports, the market price of our common stock could decline, and we could be subject to sanctions or investigations by Nasdaq, the SEC or other regulatory authorities. Failure to remedy any material weakness in our internal control over financial reporting, or to implement or maintain other effective control systems required of public companies, could also restrict our future access to capital markets.

Risks Related to World Events

Tariffs and other changes in international trade policy could adversely affect our business, financial condition and results of operations.

Materials and products imported into the EU, the United States and other countries are subject to import duties. In addition, we cannot predict whether future Brazilian, U.S. or international laws, regulations or specific or broad trade remedy actions or international agreements may impose additional duties or other restrictions on exports of minerals from Brazil. Any such changes in legislation and government policy may have a material adverse effect on our business. For example, in recent periods, the U.S. government has announced and, in particular following the U.S. presidential election in November 2024, may continue to announce, various import tariffs on goods imported from certain trade partners, such as the EU and China, which have resulted, and may continue to result, in reciprocal tariffs on goods exported from the United States to such trade partners. In February 2026, the U.S. Supreme Court struck down certain of the U.S. presidential administration’s tariffs as exceeding the executive’s statutory authority, and it remains unclear how the administration may shift its trade policies in response to the ruling. For example, following the ruling, the U.S. administration immediately imposed a new 10% global tariff under a different statute that permits tariffs up to 15% for 150 days. An escalating global trade war, including between the United States and China, could harm our business and growth prospects. Trade barriers and other governmental action related to tariffs or international trade agreements around the world have the potential to decrease demand for our minerals and adversely impact the markets in which we operate.

Natural disasters may adversely affect our business.

Natural disasters, including the emergence of a new pandemic, may adversely affect our business. Such events, including hurricanes, earthquakes, floods, wildfires, and health emergencies, could disrupt our operations or those of our third party suppliers, damage our facilities, or affect our supply chains. For example, in the recent past, the spread of COVID-19 caused public health officials in both Brazil and the U.S. to recommend precautions to mitigate the spread of the virus, especially as to international travel. In addition, certain states and municipalities in both countries enacted quarantine and “shelter-in-place” regulations and at times required non-essential businesses to close. There is no certainty that future natural disasters or a new pandemic will not result in similar restrictions being imposed. It is unclear how such events and any resulting restrictions would contribute to a general slowdown in the global economy or otherwise affect our business.

An escalation of the war in Ukraine and conflicts in the Middle East, coupled with the international policy of the new U.S. presidential administration or the emergence of conflict elsewhere may adversely affect our business.

Global markets have experienced, and may continue to experience, volatility and disruption following the escalation of geopolitical tensions, including the ongoing war in Ukraine, the new U.S. presidential administration’s internal policy agenda, recent conflicts in the Middle East, rising tensions between China and Taiwan, the relationship between China and the United States, and other sources of geopolitical uncertainty and instability. The length and impact of these ongoing military and economic conflicts is highly unpredictable. Such geopolitical events, terrorist or other attacks, wars (or threatened wars) or international hostilities may lead to armed conflict or acts of terrorism in other parts of the world, which in turn may contribute to further economic instability in the global financial markets and international commerce. While much uncertainty remains regarding the global impacts of the war in Ukraine and conflict in the Middle East, it is possible that such tensions could adversely affect our business, financial condition, results of operation and cash flows. Furthermore, it is possible that third parties, such as our customers and suppliers, may be impacted by these conflicts, which could adversely affect our operations. These uncertainties could also adversely affect our ability to obtain additional financing on terms acceptable to us or at all.

As a development stage company, our business activity to date has been focused on identifying, acquiring, exploring and developing mineral properties. We have not yet adopted formal cybersecurity risk management programs or formal processes for assessing cybersecurity risks. We understand the importance of managing material risks from cybersecurity threats and are committed, as part of our continuing growth, to implementing and maintaining an adequate information security program to manage such risks and safeguard our systems and data. We do not store in our systems any customer or similar data.

We currently manage our cybersecurity risk through practices that are applicable to all users of our information technology and information assets, including our employees and contractors. We notify these users of expectations regarding acceptable use of our information systems and alert them to potential sources of cybersecurity threats. We use a combination of technology and monitoring to prevent security incidents. The technologies we utilize for cybersecurity monitoring across our information technology environment are designed to prevent, detect and minimize cybersecurity attacks, as well as alert management of such attacks.

We implemented and adopted several technologies to increase our cybersecurity defenses, including an Enterprise Resource Planning solution, a data control and backup solution, security in data access control (single sign-on and multi factor authentication), and data encryption. We also have a firewall installed in all our facilities.

In the last three years, we have not experienced a cybersecurity threat or incident that materially affected our business strategy, results of operations, or financial condition. However, there can be no guarantee that we will not experience such an incident in the future.

Our executive management team is responsible for the development of our policies and procedures relating to our risk management, including cybersecurity risks. Our board of directors has ultimate oversight of our risk management processes, including any cybersecurity-related risk and activities. In particular, the Audit Committee of our Board of Directors (“Audit Committee”) is responsible for monitoring compliance with legal and regulatory requirements, in addition to considering and discussing guidelines and policies to govern the process by which risk assessment and mitigation is undertaken.

Lithium Projects

The following table summarizes the Company’s mineral properties. We had no production from any mineral properties during any of the three most recently completed fiscal years. Our sole material mineral property is the Neves Lithium Project or the “Neves Project”, which contains 100% of the Company’s reported mineral resources and mineral reserves.

For additional information about our lithium projects, please see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operation—Overview.”

Neves Lithium Project

A summary of the Neves Project is set forth below, including infrastructure, mineral rights and conditions, current activities, exploration and work completed, history, significant encumbrances, and permitting requirements. For a complete discussion of the Neves Project, reference is made to the S-K 1300 Technical Report Summary regarding the Neves Lithium Project, as updated on June 16, 2026 (the “TRS”), filed as Exhibit 96.1 hereto. Refer to Figures 1 and 2 in Item 1 for maps of the Neves Project.

Location and Existing Infrastructure

The Neves Project is located approximately 36 km southeast of the municipality of Araçuaí and 653 km northeast of Belo Horizonte, the capital of the state of Minas Gerais, Brazil, at approximately 16°58’ S Latitude and 41°54’ W Longitude. The project is accessed from Belo Horizonte via federal and state highways and approximately 36.7 km of public unpaved roads from Araçuaí. The city of Araçuaí provides basic services, industrial suppliers, and general engineering companies. Skilled and semi-skilled labor is available in the region.

The nearest port for product shipment is Ilhéus Port, Bahia, accessible by paved federal and state highways. The main source of raw water for the project will be supplied from eight licensed boreholes, which are sufficient to supply the project’s processing and site water requirements. Electrical power will be provided by diesel engine generators throughout the project life.

As of the date of the Annual Report, the Company had 64 employees, with local hiring programs focused on communities near the project areas.

Conditions for Maintaining Mineral Rights

The Neves Project consists of four mineral rights totaling approximately 25 Km2:

• Tenement 833.356/2007 (15.3 Km2) has been a “mining concession” since May 27, 2025, a status granted by Brazil’s Ministry of Mines and Energy. The mining concession provides ownership of the mineral right in perpetuity and the right to mine lithium without volume limitations. The holder is required to pay the Brazilian government a royalty equal to 2.0% (such royalty being referred to as the Financial Compensation for Mineral Exploitation or CFEM). CFEM is due on a monthly basis following revenue generation. The mining entity pays CFEM monthly based on the previous month’s gross revenue number. When an entity is a pre-revenue company, there is no CFEM obligation. With respect to this mineral right, there are no payment obligations due at this time.
• Tenement 833.331/2006 (0.7 Km2) is in the application for mining concession phase. Such application was filed by the Company with ANM on June 27, 2024 and is under review. As of the date of this report, there are no outstanding comments or questions that the Company is required to address in connection with the mining application. Following approval of the application by ANM, the Company can petition to have this mineral right upgraded to a mining concession. With respect to this mineral right, there are no payment obligations due at this time.
• Tenement 832.925/2008 (1.2 Km2) is in the exploration license phase. A final exploration report was filed by the Company with ANM on February 25, 2026. There are no outstanding issues or obligations that the Company is required to address at this time. The process awaits ANM’s analysis of the filed report and upon approval, the Company will have a 12-month period to submit a mining application. With respect to this mineral right, there are no payment obligations due at this time.
• Tenement 832.639/2003 (7.8 Km2) is currently in the exploration license phase. A positive final exploration report was filed at ANM on December 8, 2005. There are no outstanding issues or obligations that the Company is required to address at this time. The process awaits ANM’s analysis of the filed report and upon approval, the Company will have a 12-month period to submit a mining application. With respect to this mineral right, there are no payment obligations due at this time.

The Company is responsible for the reclamation of areas used for drilling, safety of personnel in the work area, monetary compensation to the landowner for surface damage caused by mineral exploration activities, and all environmental liabilities resultant from exploration activities.

Work Completed and Current Activities

The Company initiated geological reconnaissance and literature reviews of the Neves area in 2021, including detailed geological mapping on pegmatites with historical mine workings located within the exploration areas. Since 2021, the Company has conducted multiple drilling campaigns and, as of June 10, 2025, completed a total of 536 exploration holes (reverse circulation and diamond drill holes) for 100,403 meters of drilling, concentrated primarily on known pegmatites within the Neves tenements, including 45 diamond drill holes for 9,185 meters of drilling completed during 2025.

On December 22, 2025, the Company entered the final stage of contracting project management and construction supervision services. The property is currently in the development stage, with proposed open-pit mining of three pits (Anitta 2, Anitta 2.5, and Anitta 3) using conventional truck and shovel methods, with ore processed through a crushing and dense media separation circuit to produce spodumene concentrate.

As of December 31, 2025, the total net book value of the property and equipment associated with the Neves Project and related assets was $41 million.

History of Previous Operations

The Neves exploration area was historically developed for the extraction of tourmaline and other gems through artisanal mining operations, which are currently all inactive. There is no record of any further historical exploration within the project areas beyond the survey of the Eastern Brazilian Pegmatite Province conducted by the Geological Survey of Brazil (SGB) in 2010.

Significant Encumbrances

The property is subject to the following financial encumbrances: (a) a royalty of 2.0% payable to the Brazilian government on any revenues from forthcoming mining operations; and (b) a 3.0% gross revenue royalty held by Lithium Royalty Corporation (“LRC”) on sales of products from 19 mineral rights held by Atlas Brazil, pursuant to a Royalty Purchase Agreement and Gross Revenue Royalty Agreement dated May 2, 2023. We have no violations or fines related to the property.

Neves Project – Summary of Lithium Mineral Resources as of the End of the Fiscal Year Ended December 31, 2025, Based on US$1,700/t Spodumene Concentrate (5.5% Li₂O)

The Neves Project mineral resource estimate, exclusive of mineral reserves, has an effective date of May 15, 2025, and is presented in Table 1 below. Mineral resources are reported assuming open pit mining methods, and the following assumptions: lithium concentrate (5.5% Li₂O) price of US$1,700/t, mining costs of US$2.60/t for mineralization and waste, crushing and processing costs of US$27.71/t, general and administrative costs of US$1.93/t, concentrate recovery of 61.7%, pit slope angles of 60°, and an overall cut-off grade (as defined in S-K 1300) of 0.3% Li₂O. The $1,700/tonne price assumption for SC5.5% spodumene concentrate is further validated through analysis of the underlying Benchmark Mineral Intelligence Q3 2024 lithium price forecasts. The Benchmark medium-term pricing scenario for SC6 concentrate over the 2027-2032 period indicates an average price of $1,733/tonne, with annual forecasts ranging from $1,300/tonne to $2,500/tonne during peak market conditions. When adjusted for lithium oxide content differential between 6% and 5.5% concentrate grades (adjustment factor of 1.091), the applied $1,700/tonne SC5.5% price corresponds to an equivalent SC6 price of approximately $1,855/tonne. The mineral resource estimate was prepared by SGS. The technical report summary supporting the mineral resource estimate was effective as of May 15, 2025, as updated on June 16, 2026. The assumptions underlying the mineral resource estimate have not materially changed since the effective date of the technical report summary. The point of reference for the mineral resource estimate is in-situ.

Table 1: Neves Project

Summary of Lithium Mineral Resources (Combined)

Notes: the mineral resources have an effective date of May 15, 2025 and have been classified in accordance with S-K 1300. All resources are presented undiluted and in situ, constrained by continuous 3D wireframe models, and are considered to have reasonable prospects for eventual economic extraction. Tonnages and grades have been rounded in accordance with reporting guidelines. Totals may not sum due to rounding. Mineral resources which are not mineral reserves do not have demonstrated economic viability. An “inferred mineral resource” (as defined in S-K 1300) has a lower level of confidence than that applying to a measured and indicated mineral resource and must not be converted to a mineral reserve. It is reasonably expected that the majority of inferred mineral resources could be upgraded to indicated mineral resources with continued exploration. The estimate of mineral resources may be materially affected by environmental, permitting, legal, title, taxation, socio-political, marketing, or other relevant issues. “LCE” means lithium carbonate equivalent. “Metallurgical recovery” means the proportion of the valuable mineral or metal content of the ore that is recovered by the processing method. The overall metallurgical recovery for the Neves Project is 61.7%.

Neves Project – Summary of Lithium Mineral Reserves as of the End of the Fiscal Year Ended December 31, 2025, Based on US$1,700/t Spodumene Concentrate (5.5% Li₂O)

The Neves Project mineral reserve estimate has an effective date of May 15, 2025, and is presented in Table 2 below. S-K 1300 definitions were followed, which are consistent with CIM (2014) definitions. Mineral reserves are estimated using the following long-term metal prices (Li₂O Conc = USD 1,700/t Li₂O at 5.5% Li₂O) and an exchange rate of 6.00 Reais (BRL) to US$. The $1,700/tonne price assumption for SC5.5% spodumene concentrate is further validated through analysis of the underlying Benchmark Mineral Intelligence Q3 2024 lithium price forecasts. The Benchmark medium-term pricing scenario for SC6 concentrate over the 2027-2032 period indicates an average price of $1,733/tonne, with annual forecasts ranging from $1,300/tonne to $2,500/tonne during peak market conditions. When adjusted for lithium oxide content differential between 6% and 5.5% concentrate grades (adjustment factor of 1.091), the applied $1,700/tonne SC5.5% price corresponds to an equivalent SC6 price of approximately $1,855/tonne. A minimum mining width of 5 m was used. A cut-off grade of 0.3% Li₂O as defined by SGS was used. The bulk density of ore is variable, outlined in the geological block model, and averages 2.77 t/m³. The average strip ratio is 16.72. “Strip ratio” means the ratio of the tonnage of waste material required to be removed to access and mine the ore. The average mining dilution factor is 5%. Overall Metallurgical recovery is 61.7%. Mineral reserves are 100% attributable to Atlas Lithium. The mineral reserve estimate was prepared by SGS. The technical report summary supporting the mineral reserve estimate effective May 15, 2025, as updated on June 16, 2026. The assumptions underlying the mineral reserve estimate have not materially changed since the effective date of the technical report summary. The point of reference for the mineral reserve estimate is in-situ.

Table 2: Neves Project

Summary of Lithium Mineral Reserves (Combined)

Notes: Reflects the definitions provided by S-K 1300, which are consistent with CIM (2014) definitions. A cut-off grade of 0.3% Li₂O was used; overall metallurgical recovery is 61.7%. A minimum mining width of 5 m was used. The bulk density of ore is variable, outlined in the geological block model, and averages 2.77 t/m³. The average strip ratio is 16.72. Ore dilution of 5% and mining recovery of 95% were assumed. Mineral reserves are 100% attributable to Atlas Lithium. Numbers may not add due to rounding. The qualified person is not aware of any known mining, metallurgical, infrastructure, permitting, and/or other relevant factors that could materially affect the stated mineral reserve estimates.

Internal Controls Over Mineral Property Disclosure

The Company has adopted an internal quality assurance and quality control (“QA/QC”) protocol for its exploration drilling programs at the Neves Project. Company management directly oversees sample collection, security, and transport to the laboratory. The Company’s QA/QC program is supervised by SGS, a Qualified Person (QP) for Lithium (as such term is defined in SK-1300) and its results are reviewed by such QP as part of the mineral resource estimation process; in particular, the QP verifies that chain of custody procedures are followed. As part of an independent verification program, the qualified person validated the Company’s exploration and core sampling procedures, performed database validation upon importation into the resource estimation software, including random checks of assay certificates, and found the Company’s blank, duplicate, and standard results to be within industry-accepted tolerances.

Management regularly updates the Board on matters related to mineral properties and related developments. S-K 1300 disclosures are prepared under the supervision and guidance of the Company’s CEO and VP of Engineering.

The Board oversees the Company’s mineral properties disclosures and meets quarterly with management. The Board reviews the disclosures, including mineral property disclosures, that are included in the Company’s quarterly and annual filings with the Commission, and management presents the contents of such filings to the Board at its meetings. Following such review and presentation, the Audit Committee and the Board approve each of the Company’s Form 10-K and 10-Q filings.

The Neves Project mineral resource and reserve estimates are subject to a number of project-specific risks, including that the deposit remains open along strike and at depth (meaning future exploration may result in material changes to the estimates), potential revision of mineral reserve estimates and mine plans in the event of significant changes to the geological block model or geotechnical parameters, and metallurgical risks that could require additional processing steps or reduce recovery. For additional information about risk in the estimation of our resources and reserves, please see Item 1A (Risk Factors) of this Annual Report.

The TRS was prepared by SGS, a QP under S-K 1300. The TRS, which was updated on June 16, 2026, has an effective date of May 15, 2025 and our mineral reserve and mineral resource estimates have not subsequently changed. As such, we do not believe a year-over-year comparison of mineral resources and mineral reserves is applicable for the fiscal year ended December 31, 2025. The QP is not employed by, associated or affiliated with the Company or any person who has an ownership, royalty, or other interest in the Neves Project, other than their engagement by the Company to prepare the technical report summary.

Other Critical Minerals

Our other critical minerals properties are listed in the following table. Each of the following properties is an exploration stage property without disclosed mineral reserves.

Some of the critical mineral properties are held by our wholly owned subsidiary Brazil Minerals Resources Corporation (“BMR”).

On December 19, 2024, we entered into an Option Agreement (the “Option Agreement”) with Atlas Critical Minerals, pursuant to which we sold to Atlas Critical Minerals an option to buy 100% of our equity interests in BMR (the “Option”). As consideration for the Option, Atlas Critical Minerals issued 797,957 shares of its common stock, representing $500,000 divided by a value per share of $0.6266.

The Option is exercisable within 12 months of Atlas Critical Minerals’ filing of a Form F-1 with the SEC, which took place on September 15, 2025. If the Option is exercised, we and Atlas Critical Minerals shall enter into a definitive purchase agreement for the purchase of BMR pursuant to which Atlas Critical Minerals shall pay us total consideration of $8,000,000, which at our discretion shall be in the form of cash, shares of Atlas Critical Minerals’ common stock, or a combination of cash and shares. If Atlas Critical Minerals exercises the Option, in addition to the $8,000,000 consideration, we shall be entitled to a perpetual royalty of one point five percent (1.5%) of the revenues resulting from the mineral rights owned by BMR as of the date of the Option Agreement.

The following discussion of our financial condition and results of operations should be read in conjunction with our audited consolidated financial statements and the notes to those financial statements appearing elsewhere in this Annual Report.

This discussion and analysis below include forward-looking statements that are subject to risks, uncertainties and other factors described in the “Risk Factors” section that could cause actual results could differ materially from those anticipated in these forward- looking statements as a result of various factors. Additionally, our historical results are not necessarily indicative of the results that may be expected for any period in the future. We caution you to read the “Forward Looking Statements” section of our Annual Report.

Overview

Atlas Lithium is a mineral exploration and development company with a development-stage lithium project and multiple lithium exploration properties. In addition, we own exploration properties in other battery minerals, including nickel, copper, rare earths, graphite, and titanium. Our current focus is the continued advancement of our hard-rock lithium project in Minas Gerais, Brazil toward active mining. The project is located within a well-known lithium-bearing pegmatitic district designated by the state government as “Lithium Valley.” We intend to mine and then process our lithium-containing ore to produce lithium concentrate (also known as spodumene concentrate), a key ingredient for the battery supply chain.

In 2025, we received our DMS Plant, which was designed to produce approximately 150,000 tons of lithium concentrate per annum (“tpa”). Our DMS Plant represents a cornerstone of our Neves Project, designed to deliver high-quality lithium concentrate to the global market for electric vehicles (EVs) and renewable energy storage systems. With worldwide lithium demand growing, we are positioned to emerge as a key contributor to the sustainable energy transition.

However, there can be no assurance that we will have the necessary capital resources to develop such a facility or, if developed, that we will reach the production capacity necessary to commercialize our products and with the quality needed to meet market demand.

All our mineral projects and properties are located in Brazil, a well-established mining jurisdiction. Our mineral rights include approximately:

• 53,942 hectares (539 km2) for lithium in 95 mineral rights (4 in development stage, 83 in exploration stage, and 8 in pre-exploration stage) (refer to “Lithium Projects” disclosure in Item 2. Properties on page 24);
• 44,913 hectares (449 km2) for nickel in 29 mineral rights (23 in exploration stage, and 6 in pre-exploration stage);
• 25,050 hectares (251 km2) for copper in 13 mineral rights (12 in exploration stage, and 1 in pre-exploration stage);
• 12,144 hectares (121 km2) for rare earths in 7 mineral rights, all in exploration stage;
• 6,927 hectares (69 km2) for titanium in 5 mineral rights, all in exploration stage;
• 3,910 hectares (39 km2) for graphite in 2 mineral rights, all in exploration stage;
• 1,030 hectares (10 km2) for gold mineral rights, all in exploration stage.

We believe that we hold the largest portfolio of exploration properties for lithium and other battery minerals in Brazil among publicly listed companies.

Operational Update

During the fourth quarter of 2025, we made substantial progress in the procurement process for the project tasks and other contracted work (collectively referred to herein as “work items”) needed for the implementation of the Neves Project. Examples of such work items include assembly of our dense media separation plant and earth works. We have generally received multiple competing bids for each of the relevant work items, including 19 bids for one work item. Our supplier selection criteria are based on technical qualification and experience, and with these conditions met, then best price and terms.

On December 22, 2025, we announced that we had entered the final stage of contracting project management and construction supervision services. This engagement will support the integrated management and oversight of project construction activities. The scope includes planning, coordination, monitoring, and control of all activities required for project execution, ensuring compliance with schedule, cost, scope, quality, safety, and overall performance objectives. Our selection process included extensive due diligence on five firms with proven experience in delivering projects of similar scope and complexity. Multiple technical and commercial interactions were conducted to thoroughly assess and identify the most suitable partner for the Neves Project; evaluation parameters focused on technical excellence, track record in Brazilian mining projects, project management methodology, systems and tools, as well as the qualifications and experience of the proposed technical team.

On January 9, 2026, the Company’s subsidiary Atlas Critical Minerals Corporation (“Atlas Critical Minerals”), commenced trading on the Nasdaq Capital Market under the ticker symbol “ATCX.” Atlas Critical Minerals has projects in rare earths, graphite, uranium, and iron ore. More details about Atlas Critical Minerals are available on its website at www.atlascriticalminerals.com (http://www.atlascriticalminerals.com) and in its filings with the Securities and Exchange Commission.

Since the beginning of 2026, we have received written indications of interest from multiple parties to purchase our future lithium concentrate production. Following a period of lower lithium prices, we have observed increased interest from potential customers in securing long-term supply arrangements. We believe that both the continued global growth in electric vehicle adoption now coupled with demand from energy storage systems for data centers provide a healthy environment for lithium.

Results of Operations

Fiscal Year Ended December 31, 2025, Compared to Fiscal Year Ended December 31, 2024

After a trial mining period in the second half of 2023, one of our subsidiaries commenced ongoing operations at its quartzite quarry in 2024. Our gross margin of $265,694 was generated from the sales of 551 m3 of unprocessed blocks of quartzite and 905 m2 of processed slabs produced by our subsidiary’s quartzite operation. We generated limited revenues in year ended on December 31, 2025 because we paused production of quartzite blocks and slabs in first half of 2025 to effect modifications to our operations and address certain identified issues, including the adoption of an updated drainage plan for the quarry. We have retained an engineering firm to prepare an updated drainage plan and expect to resume operations during the second half of 2026.

Operating expenses for the year ended December 31, 2025, totaled $31,592,273, compared to operating expenses of $44,123,939 during the year ended December 31, 2024, representing a reduction of 28.4%. The decrease was mostly due to the $16.0 million reduction in stock-based compensation and $3.0 million reduction in exploration costs, offset by the $6.7 million increase in general and administrative expenses, as detailed below:

• An increase in general and administrative expenses of approximately $6.7 million during the period, primarily due to: (i) an increase in payroll expenses of $1.9 million directly related to increase of operational activities related to the preparation for the project implementation; (ii) $3.1 million due to higher investor relations expenses and (iii) $2.1 million due to increased third-party contractor costs as the Company’s activities expanded as a result of the preparation for the project implementation;
• A decrease of approximately $16.0 million in stock-based compensation expense compared to the year ended December 31, 2024, corresponding to a reduced fair value of the instruments issued due to the decreased trading price of the Company’s common stock compared to 2024; and
• $3.0 million reduction in exploration costs as a result of the commencement of capitalizing exploration expenses due to the conclusion of a preliminary economic assessment of the Neves Project in the second quarter of 2024.

Other expenses for the year ended December 31, 2025 totaled $67,875 compared to $1,338,370 during the year ended December 31, 2024, representing a decrease of 94.9%, driven by the derecognition of a $1.3 million asset relating to the premium paid for an option to acquire two mining rights in Governador Valadares, Minas Gerais, and the corresponding recognition of a $1.3 million expense. We decided not to exercise such option and derecognized the amount recorded for the premium occurred because the results of geological studies did not achieve the expected results. The assets subject to the option are unrelated to the Company’s Das Neves Project.

As a result, we incurred a net loss attributable to our stockholders of $28,110,592, or $1.54 per share, for the year ended December 31, 2025, compared to a net loss attributable to our stockholders of $42,241,196, or $2.91 per share, during the year ended December 31, 2024.

Liquidity and Capital Resources

As of December 31, 2025, we had cash and cash equivalents of $35,935,104 and net working capital of $23,066,924.

Net cash used by operating activities totaled $22,166,692 for the year ended December 31, 2025, compared to net cash used of $18,784,844 during the year ended December 31, 2024, representing an increase in cash used of $3,381,848, or 18.00%. The variation in net cash used by operating activities was mainly due to:

• An increase of approximately $6.7 million in General and administrative expenses due to the growth of our personnel, infrastructure and the costs related to our operational permit relating to our Neves Project as we move towards revenue-generating operations. As a result, we had more expenditures such as employee compensation and the costs of third-party service providers such as technical consultants; and
• A decrease of approximately $3.0 million in Exploration costs due to the commencement of capitalization of exploration expenses.

Net cash used in investing activities totaled $8,959,390 for the year ended December 31, 2025, compared to net cash used of $27,344,436 during the year ended December 31, 2024, representing a decrease in cash used in investing activities of $ 18,385,046, or 67.24%. The variation in net cash used in investing activities was mainly due to:

• A decrease of $16.4 million in the payments made in connection with the acquisition of our lithium processing plant ($6.1 million in 2025, compared to $22.4 million in 2024) due to the finalization of the fabrication process in 2025;
• A decrease of $1.6 million in capitalized exploration costs incurred during the year ended December 31, 2025 as a result of the reduction in the drilling activities in 2025 compared to 2024 ($2.9 million in 2025 and $4.5 million in 2024); and
• Decrease of $0.4 million in the acquisition of intangible assets represented by the implementation of SAP done in 2024.

Net cash provided by financing activities totaled $51,523,029 for the year ended December 31, 2025, compared to $32,131,672 during the year ended December 31,2024, representing an increase in cash provided of $19,391,357, or 60.35%. We completed the following financing activities in 2025:

• During the year ended December 31, 2025, we sold (i) 7,627,566 shares under the ATM Agreement for proceeds of $ 41.7 million ($1.3 million net proceeds in 2024), and (ii) 2,500,000 shares to certain institutional investors in a registered direct offering for proceeds of $10 million ($30 million in 2024); and
• In 2025, net proceeds of $2.5 million were generated from the sale of shares of Atlas Critical Minerals, a consolidated subsidiary of the Company. In 2024, the proceeds from the sale of shares of the subsidiary totaled $1.0 million.

The consolidated financial statements have been prepared on a going concern basis. We have historically incurred net operating losses and have not yet received material revenues from the sale of products or services. As a result, our primary source of liquidity has been the proceeds from the sale of our equity. As of December 31, 2025, we had cash and cash equivalents of $35,935,104 and net working capital of $23,066,924, compared to cash and cash equivalents $15,537,476 and a working capital of $10,553,780 as of December 31, 2024. We believe our cash on hand will be sufficient to meet our working capital and capital expenditure requirements for a period of at least twelve months. However, our future short- and long-term capital requirements will depend on several factors, including but not limited to, the rate of our growth, our ability to identify areas for mineral exploration and the economic potential of such areas, the exploration and other drilling campaigns needed to verify and expand our mineral resources, the types of processing facilities we would need to install to obtain commercial-ready products, and the ability to attract talent to manage our different areas of endeavor. To the extent that our current resources are insufficient to satisfy our cash requirements, we may need to seek additional equity or debt financing. If the needed financing is not available, or if the terms of financing are less desirable than we expect, we may be forced to scale back our existing operations and growth plans, which could have an adverse impact on our business and financial prospects and could raise substantial doubt about our ability to continue as a going concern.

We currently have no off-balance sheet arrangements.

Offtake and Sales Agreement from Mitsui

As further described in “Note 7 – Related Party Transactions,” the Company has entered into an Offtake and Sales Agreement with Mitsui pursuant to which Mitsui has agreed to purchase a spot quantity of 15,000 dry metric tons of product and, subject to the satisfaction of certain conditions, to purchase a minimum of 60,000 dry metric tons per year for a period of five years commencing with the first year of such shipments, or until an aggregate of 300,000 dry metric tons has been delivered, if later.

Currency Risk

We operate primarily in Brazil, which exposes us 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 it 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.

Critical Accounting Polices and Estimates

The discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with U.S. GAAP. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management’s application of accounting policies. We believe that understanding the basis and nature of the estimates and assumptions involved with the following aspects of our financial statements is critical to an understanding of our financial statements.

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.

Exploration Stage Company

The accompanying financial statements have been prepared in accordance with generally accepted accounting principles related to accounting and reporting by exploration stage companies. An exploration stage company is one in which planned principal operations have not commenced or if its operations have commenced, there has been no significant revenues there from.

Trade Receivables

Trade receivables represent amounts to be received from clients due to the sale of quartzite and iron ore products. We recognize a trade receivable following the recognition of revenue when control of a product is transferred to the customer, and we have an unconditional right to receive payment for such product.

The receivable is initially recognized at fair value, which usually corresponds to the price of the transaction (invoice), and such receivable is subsequently assessed to determine the recoverability of the amounts as of each balance sheet date.

Inventories

We value our inventories in accordance with Accounting Standards Codification (“ASC”) 330, Inventory (“ASC 330”), 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.

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.

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 are depreciated over an estimated useful life of five years.

Mineral Properties

Costs of exploration, carrying and retaining unproven mineral lease properties are expensed as incurred, up to the stage at which the commercial and economic feasibility of the mineral properties are proved. After the feasibility is determined, exploration costs are capitalized as incurred.

Mineral property acquisition costs, including licenses and lease payments, are capitalized. Although we have taken steps to verify title to mineral properties in which we have an interest, these procedures do not guarantee our rights. Such properties may be subject to prior agreements or transfers and title may be affected by undetected defects.

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.

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.

Mineral properties are amortized throughout the life of the property based on a units-of-production method.

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, we review our 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.

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 ours, because our Chief Executive Officer and Chairman, Mr. Fogassa, is also the controlling shareholder of Atlas Critical Minerals, we may be considered to have 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.

Stock-Based Compensation

We measure and record stock-based compensation expense 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.

Foreign Currency

With the exception of Atlas Lítio 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.

Recent Accounting Pronouncements

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 anticipate that we will not adopt 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. The Board 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.

In 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.

(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.

(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.