UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the quarterly period ended March 31, 2025

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the transition period from ____________ to ____________

Commission File Number 001-41552

ATLAS LITHIUM CORPORATION

(Exact name of registrant as specified in its charter)

Nevada		39-2078861
(State or other jurisdiction of		(IRS Employer
incorporation or organization)		Identification No.)

Rua Antonio de Albuquerque, 156 – 17th Floor

Belo Horizonte, Minas Gerais, Brazil, 30.112-010

(Address of principal executive offices, including zip code)

(833) 661-7900

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.001 par value		ATLX		The Nasdaq Capital Market

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or, an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company,” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

As of May 8, 2025, there were outstanding 17,837,204 shares of the registrant’s common stock.

DOCUMENTS INCORPORATED BY REFERENCE: None.

TABLE OF CONTENTS

		Page
Cautionary Note Regarding Forward-Looking Statements		3

PART I - FINANCIAL INFORMATION		4

Item 1.	Financial Statements	4

	Condensed Consolidated Balance Sheets as of March 31, 2025 (Unaudited) and December 31, 2024	4

	Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three Months Ended March 31, 2025 and 2024 (Unaudited)	5

	Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Three Months Ended March 31, 2025 and 2024 (Unaudited)	6

	Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2025 and 2024 (Unaudited)	7

	Notes to the Condensed Consolidated Financial Statements (Unaudited)	8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	21

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	24

Item 4.	Controls and Procedures.	24

PART II - OTHER INFORMATION		25

Item 1.	LEGAL PROCEEDINGS	25

Item 1A.	RISK FACTORS	25

Item 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	25

Item 3.	DEFAULTS UPON SENIOR SECURITIES	25

Item 4.	MINE SAFETY DISCLOSURES	25

Item 5.	OTHER INFORMATION	25

Item 6.	Exhibits	26

Signatures		27

Table of Contents

CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (this “Quarterly Report”) contains forward-looking statements. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements other than statements of historical fact contained in this Quarterly Report are forward-looking statements, including without limitation, statements regarding current expectations, as of the date of this Quarterly Report, about our future results of operations and financial position, our ability to effectively process our minerals and achieve commercial grade at scale; risks and hazards inherent in the mining business (including risks inherent in exploring, developing, constructing and operating mining projects, environmental hazards, industrial accidents, weather or geologically related conditions); uncertainty about our ability to obtain required capital to execute our business plan; our ability to hire and retain required personnel; labor relations; changes in the market prices of lithium and lithium products and demand for such products; geopolitical uncertainties, including tariffs, trade restrictions and other components of U.S. and global trade policy; the uncertainties inherent in exploratory, developmental and production activities, including risks relating to permitting, zoning and regulatory delays related to our projects; uncertainties inherent in the estimation of lithium resources. These statements involve known and unknown risks, uncertainties and other important factors that may cause actual results, performance, or achievements to differ materially from any future results, performance or achievement expressed or implied by these forward-looking statements.

In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “could,” “intend,” “target,” “project,” “contemplate,” “believe,” “estimate,” “predict,” “potential,” or “continue” or the negative of these terms or other similar expressions Factors that could cause future results to materially differ from the recent results or those projected in forward-looking statements include, but are not limited to: unprofitable efforts resulting from the failure to discover mineral deposits or the discovery of mineral deposits that are insufficient in quantity and quality to return a profit from production; market fluctuations; government regulations, including regulations relating to permitting, royalties, allowable production, importing and exporting of minerals, and environmental protection; competition; the loss of services of key personnel; unusual or infrequent weather phenomena, litigation, sabotage, government or other interference in the maintenance or provision of infrastructure as well as general economic conditions, geopolitical tensions and trade policies.

The forward-looking statements in this Quarterly Report are based largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. These forward-looking statements speak only as of the date of this Quarterly Report and are subject to a number of important factors that could cause actual results to differ materially from those in the forward-looking statements, including the factors described under the sections in this Quarterly Report titled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other of our filings made with the Securities and Exchange Commission (the “SEC”). Additional information regarding risk factors that may affect us is included in our Annual Report on Form 10-K for fiscal year ended December 31, 2024 (the “2024 Annual Report”) filed with the SEC on March 14, 2025. The risk factors contained in our 2024 Annual Report are updated by us from time to time in Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and other filings that we make with the SEC.

You should read this Quarterly Report and the documents that we reference in this Quarterly Report completely and with the understanding that our actual future results may be materially different from what we expect. Given these uncertainties, we caution you not to place undue reliance on these forward-looking statements. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances or otherwise.

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1 FINANCIAL STATEMENTS

ATLAS LITHIUM CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

March 31, 2025 and December 31, 2024

	March 31,			December 31,
	2025			2024
	(UNAUDITED)
ASSETS
Current assets:
Cash and cash equivalents	$	14,000,031		$	15,537,476
Accounts receivable		48,994			47,682
Inventories		417,776			492,812
Taxes recoverable		35,844			29,431
Derivative assets		66,785			-
Prepaid and other current assets		107,806			134,983
Total current assets		14,677,236			16,242,384
Taxes recoverable		1,916,822			1,704,994
Property and equipment, net		43,170,531			38,855,071
Intangible assets, net		377,145			399,773
Right of use assets - operating leases, net		486,752			499,605
Other assets		171,059			152,781
Total assets	$	60,799,545		$	57,854,608

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued expenses	$	5,829,640		$	5,001,664
Derivative liabilities		65,030			462,638
Convertible Debt		242,192			81,918
Operating lease liabilities		153,649			134,300
Other current liabilities		8,962			8,084
Total current liabilities		6,299,473			5,688,604
Convertible Debt		9,833,501			9,807,883
Operating lease liabilities		327,718			312,918
Deferred consideration from royalties sold		20,000,000			20,000,000
Other noncurrent liabilities		49,151			33,962
Total liabilities		36,509,843			35,843,367

Stockholders’ Equity:
Series A preferred stock, $0.001 par value. 1 shares authorized; 1 share issued and outstanding as of March 31, 2025 and December 31, 2024		1			1
Common stock, $0.001 par value. 200,000,000 and 200,000,000 shares authorized as of March 31, 2025 and December 31, 2024, respectively and 17,498,904 and 16,014,742 shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively		17,499			16,015
Additional paid-in capital		176,665,848			166,110,916
Accumulated other comprehensive loss		(171,661	)		(179,990	)
Cumulative Adjustment of the Valuation of Fin. Instruments		76,395			(278,820	)
Accumulated deficit		(152,953,340	)		(144,410,340	)
Total Atlas Lithium Co. stockholders’ equity		23,634,742			21,257,782
Non-controlling interest		654,960			753,459
Total stockholders’ equity		24,289,702			22,011,241
Total liabilities and stockholders’ equity	$	60,799,545		$	57,854,608

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

Table of Contents

ATLAS LITHIUM CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (UNAUDITED)

For the Three Months Ended March 31, 2025 and 2024

	2025			2024
	Three months ending March 31
	2025			2024

Gross revenues		36,425			212,757
Sales deductions		(11,250	)		(26,050	)
Net revenue		25,175			186,707
Cost of revenue		(87,850	)		(102,067	)
Gross profit / (loss)		(62,675	)		84,640
Operating expenses
General and administrative expenses		4,916,258			3,251,754
Stock-based compensation		4,830,170			6,840,122
Exploration		-			3,170,983
Other operating expenses		14,454			3,601
Total operating expenses		9,760,882			13,266,460
Loss from operations		(9,823,557	)		(13,181,820	)
Other expense (income)
Other expense		963			2,982
Fair value adjustments, net		(41,633	)		(187,489	)
Finance costs		430,700			186,883
Total other expense		390,030			2,376
Loss before provision for income taxes		(10,213,587	)		(13,184,196	)
Income taxes		-			-
Net loss		(10,213,587	)		(13,184,196	)
Loss attributable to non-controlling interest		(1,196,630	)		(220,729	)
Net loss attributable to Atlas Lithium Corporation stockholders	$	(9,016,957	)	$	(12,963,467	)

Basic and diluted loss per share
Net loss per share attributable to Atlas Lithium Corporation common stockholders	$	(0.55	)	$	(1.02	)

Weighted-average number of common shares outstanding:
Basic and diluted		16,501,815			12,769,383

Comprehensive loss:
Net loss	$	(10,213,587	)	$	(13,184,196	)
Other comprehensive results		462,269			70,026
Comprehensive loss		(9,751,318	)		(13,114,170	)
Comprehensive loss attributable to noncontrolling interests		(1,097,906	)		(27,918	)
Comprehensive loss attributable to Atlas Lithium Corporation stockholders	$	(8,653,412	)	$	(13,086,252	)

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

Table of Contents

ATLAS LITHIUM CORPORATION

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

For the Three Months Ended March 31, 2025 and 2024


														Cumulative
	Series A Preferred Stock				Common Stock				Additional Paid-in		Accumulated Other Comprehensive			Adjustment of the Valuation of			Accumulated			Noncontrolling			Total Stockholders’ Equity
	Shares		Value		Shares		Value		Capital		Loss			Fin. Instruments			Deficit			Interests			(Deficit)

Balance, December 31, 2023		1	$	1		12,763,581	$	12,764	$	110,195,978	$	(138,829	)	$	-		$	(102,822,123	)	$	427,302		$	7,675,093

Issuance of common stock in exchange for consulting, professional and other services		-		-		6,000		6		105,091		-			-			-			-			105,097
Stock based compensation		-		-		-		-		6,102,428		-			-			-			124,505			6,226,933
Change in foreign currency translation		-		-		-		-		-		70,026			-			-			68,305			138,331
Net loss		-		-		-		-		-		-			-			(12,963,467	)		(220,729	)		(13,184,196	)

Balance, March 31, 2024		1	$	1		12,769,581	$	12,770	$	116,403,497	$	(68,803	)	$	-		$	(115,785,590	)	$	399,384		$	961,259

														Cumulative
	Series A Preferred Stock				Common Stock				Additional Paid-in		Accumulated Other Comprehensive			Adjustment of the Valuation of			Accumulated			Noncontrolling			Total Stockholders’ Equity
	Shares		Value		Shares		Value		Capital		Loss			Fin. Instruments			Deficit			Interests			(Deficit)

Balance, December 31, 2024		1	$	1		16,014,742	$	16,015	$	166,110,916	$	(179,990	)	$	(278,820	)	$	(144,410,340	)	$	753,459		$	22,011,241
Balance		1	$	1

SEC Form 10-Q filed by Atlas Lithium Corporation