What the changes say
- New risks emphasize climate exposure, cybersecurity, inflation, labor relations, and staffing as Atlas develops Brazilian lithium projects.
- Permitting and mineral-title risks now highlight community opposition, environmental activists, ANM boundary changes, and the Minas Gerais expansion application.
- Brazilian economic and political conditions remain important because substantially all assets and expected revenues are there.
- Lithium-price and geopolitical wording changes reflect continuing market uncertainty, while internal-control reporting risk is expressly addressed.
What changed since the prior 10-K
New
- NewRisks Related to the Assembly, Commissioning, and Operation of Our DMS Plant
We are subject to the effects of changing prices
Inflation, tariffs, and trade wars could raise labor, materials, drilling, and exploration costs that Atlas may be unable to pass to customers.
- NewRisks Related to the Assembly, Commissioning, and Operation of Our DMS Plant
Our operations and projects are subject to a range of transitional and physical risks related to climate change
Extreme weather, changing rainfall, flooding, drought, water shortages, and transport disruption could reduce production and increase costs at Atlas’s sites.
- NewRisks Related to the Assembly, Commissioning, and Operation of Our DMS Plant
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
Moving Atlas’s energy-intensive mining business toward a low-carbon economy could require major investment and create policy, technology, market, and reputational risks.
- NewRisks Related to the Assembly, Commissioning, and Operation of Our DMS Plant
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
Climate- and water-related laws, taxes, and regulations could increase energy, equipment, monitoring, reclamation, technology, and other operating costs in Brazil.
- NewRisks Related to the Assembly, Commissioning, and Operation of Our DMS 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
Ransomware, malware, phishing, unauthorized access, supply-chain weaknesses, human error, and system failures could disrupt Atlas’s mining technology and expose sensitive data.
- NewRisks Related to the Assembly, Commissioning, and Operation of Our DMS Plant
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
More interconnected cloud, automated, and remote-work systems expand cyber exposure, while Atlas lacks specific cybersecurity insurance to cover production downtime or data losses.
- NewRisks Related to the Assembly, Commissioning, and Operation of Our DMS Plant
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
If Atlas develops a mine, rapid employee growth could strain recruitment, training, management, and implementation of new operating systems.
- NewRisks Related to the Assembly, Commissioning, and Operation of Our DMS Plant
A portion of our workforce is represented by labor unions and therefore subject to collective bargaining agreements
Brazilian collective bargaining requirements create potential strike, labor-dispute, and production-disruption risks if agreements expire or negotiations fail.
- NewRegulatory and Industry Risks
Obtaining the necessary government permits involves numerous jurisdictions, public hearings and possibly costly undertakings
Permitting may be delayed or challenged by communities, environmental activists, or other private parties, despite a Minas Gerais agency recommendation supporting expansion.
- NewRegulatory and Industry Risks
We are dependent on the continued recognition of and validity of the title to our mineral rights, and preserving title may be costly
Challenges to Atlas’s Brazilian mineral titles or ANM changes to property boundaries could impair projects and cause significant financial losses.
- NewRegulatory and Industry 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
A Brazilian economic downturn, weaker growth, or adverse political and legal developments could reduce industry spending and delay Atlas’s path to profitability.
- NewCommon Stock Risks
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
Future weaknesses in financial reporting controls could impair reporting, reduce investor confidence, depress the stock price, or trigger regulatory sanctions and investigations.
- NewRisks Related to World Events
Natural disasters may adversely affect our business
Dropped
- DroppedBusiness Risks
We depend on information technology systems that are subject to cybersecurity threats, disruption, damage or failure
- DroppedBusiness Risks
Our growth will require new personnel, which we will be required to recruit, hire, train and retain
- DroppedBusiness Risks
We have a contractual dispute with RTEK International DMCC, the outcome of which is unknown at this time, and our business and operations could be negatively impacted by the termination of the Technical Services Agreement with RTEK International DMCC
- DroppedRisks Related to World Events
A resurgence of the COVID-19 pandemic, or the emergence of a new pandemic, may adversely affect our business
Reworded
- 80% rewrittenRisks Related to the Assembly, Commissioning, and Operation of Our DMS Plant
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
The project reference changed from the Neves Project to MGLP, and the text now notes 2025 internal engineering and project-management appointments.
- 69% rewrittenRegulatory and Industry Risks
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
Geopolitical examples changed by removing the Israel-Hamas war and adding Middle East conflicts, including the stated U.S.-Israel-Iran war.
- 60% rewrittenCommon Stock Risks
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
- 57% rewrittenRegulatory and Industry Risks
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 risk now adds Brazilian government financial support for domestic rare-earth mining and processing as important to Atlas and the industry.
- 50% rewrittenRegulatory and Industry Risks
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
Was: We are required to obtain governmental permits in order to conduct development and mining operations, a process which is often costly and time-consuming
- 35% rewrittenRisks Related to World Events
Tariffs and other changes in international trade policy could adversely affect our business, financial condition and results of operations
- 34% rewrittenRegulatory and Industry Risks
Mineral prices are subject to unpredictable fluctuations
The revised text adds that mineral-price effects could determine the economic viability of Atlas’s exploration properties.
- 30% rewrittenCommon Stock Risks
We will seek to raise additional funds, finance acquisitions, or develop strategic relationships by issuing securities that would dilute your ownership
- 23% rewrittenRisks Related to the Assembly, Commissioning, and Operation of Our DMS Plant
Our quarterly and annual revenue, operating results and financial results are likely to fluctuate significantly in future periods
All 50 risk factors
Headings as the filing states them, in filing order.
Risks Related to the Assembly, Commissioning, and Operation of Our DMS Plant
- 01Our future performance is difficult to evaluate because we have a limited operating history
- 02We 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
- 03We are an exploration stage company, and there is no guarantee that our properties will result in the commercial extraction of mineral deposits
- 04Because the probability of an individual prospective mineral deposit ever having reserves is not known, and any funds spent on exploration and evaluation may be lost if our properties may not contain any reserves
- 05Exploration activities require significant amounts of capital that may not be recovered and may exceed our budget
- 06We face risks related to mining, exploration, plant assembly and mine construction, if warranted, on our properties
- 07Labor disruptions and a rise in labor costs could impact our business, financial condition and results of operations
- 08If 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
- 09We are subject to the effects of changing pricesNew
- 10Our long-term success will depend ultimately on our ability to achieve and maintain profitability and to develop positive cash flow from our mining activities
- 11Our quarterly and annual revenue, operating results and financial results are likely to fluctuate significantly in future periods23% rewritten
- 12Our ability to manage growth will have an impact on our business, financial condition and results of operations
- 13Our operations and projects are subject to a range of transitional and physical risks related to climate changeNew
- 14Our 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 economyNew
- 15A 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 fuelsNew
- 16We 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 integrationNew
- 17Additionally, 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 measuresNew
- 18We depend upon Marc Fogassa, our Chief Executive Officer and Chairman
- 19Our 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 plansNew
- 20A portion of our workforce is represented by labor unions and therefore subject to collective bargaining agreementsNew
- 21Certain officers and directors may be in a position of conflict of interest
- 22We 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 operations80% rewritten
- 23Adverse 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
- 24We 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
Regulatory and Industry Risks
- 25The mining industry subjects us to several risks
- 26Our operations and mineral projects are subject to significant government regulations, including extensive environmental laws and regulations
- 27We 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 parties50% rewritten
- 28Obtaining the necessary government permits involves numerous jurisdictions, public hearings and possibly costly undertakingsNew
- 29Compliance with environmental regulations and litigation based on environmental regulations could require significant expenditures
- 30Mining operations face substantial health and safety regulations
- 31Mineral prices are subject to unpredictable fluctuations34% rewritten
- 32The development of non-lithium battery technologies could adversely affect us
- 33The growth potential of lithium markets is uncertain
- 34Demand and market prices for lithium will greatly affect the value of our investment in our lithium resources and our future revenues and profitability generally69% rewritten
- 35We are dependent on the continued recognition of and validity of the title to our mineral rights, and preserving title may be costlyNew
- 36Changes in public policies and legislative initiatives could materially affect our business and prospects
- 37Substantially 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 BrazilNew
- 38Our 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 minerals57% rewritten
- 39The perception of Brazil by the international community may affect us
- 40Exposure to foreign exchange fluctuations and capital controls may adversely affect our costs, earnings and the value of some of our assets
Common Stock Risks
- 41Our stock price may be volatile, and you could lose all or part of your investment
- 42We 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
- 43We will seek to raise additional funds, finance acquisitions, or develop strategic relationships by issuing securities that would dilute your ownership30% rewritten
- 44We 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
- 45Sales of a substantial number of shares of our common stock by our stockholders in the public market could cause our stock price to fall
- 46The 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 practices60% rewritten
- 47Our 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 remediationNew
Risks Related to World Events
- 48Tariffs and other changes in international trade policy could adversely affect our business, financial condition and results of operations35% rewritten
- 49Natural disasters may adversely affect our businessNew
- 50An 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
Other Atlas Lithium 10-Ks
- FY2024 10-K risk factors41 risks
Atlas Lithium is an exploration-stage mining company with an accumulated deficit of $144.4 million and no mineral reserves. Operations are concentrated in Brazil and heavily dependent on CEO Marc Fogassa and lithium market prices. Key risks include labor union negotiations, foreign exchange volatility, and contractual disputes with third-party service providers.
Filed Mar 14, 2025
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.