Atlas Lithium Corp美股招股说明书(2025-12-12版)

We have entered into an At The Market Offering Agreement dated as of November 22, 2024 (the “Sales Agreement”) with H.C.Wainwright & Co., LLC (“Wainwright”), relating to the sale of shares of our common stock, par value $0.001 per share (“commonstock”) offered by this prospectus supplement and the accompanying prospectus. In accordance with the terms of the Sales Agreement,we may offer and sell shares of our common stock having an aggregate offering price of up to $40,000,000 from time to time throughWainwright acting as our sales agent. Sales of our common stock, if any, under this prospectus supplement and the accompanying prospectus will be made intransactions that are deemed to be an “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act of1933, as amended (the “Securities Act”). Subject to terms of the Sales Agreement, Wainwright is not required to sell any specificnumber or dollar amount of shares but will act as a sales agent on a commercially reasonable efforts basis consistent with its normaltrading and sales practices, on mutually agreed terms between Wainwright and us. There is no arrangement for funds to be received inany escrow, trust or similar arrangement. The compensation to Wainwright for sales of common stock sold pursuant to the Sales Agreement will be a fixed commission rateof up to 3.0% of the gross sales price of the shares of common stock sold under the Sales Agreement. In connection with the sale ofour shares of common stock on our behalf, Wainwright will be deemed to be an “underwriter” within the meaning of the Securities Actand the compensation of Wainwright will be deemed to be underwriting commissions or discounts. We have also agreed to provideindemnification and contribution to Wainwright with against certain liabilities, including liabilities under the Securities Act or theSecurities Exchange Act of 1934, as amended (the “Exchange Act”). See the section titled “Plan of Distribution” on page S-9 of thisprospectus supplement. Our common stock is listed on the Nasdaq Capital Market (“Nasdaq”) under the symbol “ATLX.” On December 8, 2025, the lastreported sale price of our common stock was $4.45 per share. As of December 8, 2025, we have offered and sold 7,819,289 shares ofcommon stock for approximately $43.2 million pursuant to the Sales Agreement since our entry into the Sales Agreement. Investing in our securities involves risks. See “Risk Factors” beginning on page S-5 of this prospectus supplement, as wellas the risk factors contained in the accompanying prospectus and the documents incorporated by reference herein and therein,for a discussion of factors you should consider before buying shares of our common stock. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or passed upon the accuracy or adequacy of this prospectus supplement or the accompanying prospectus. Anyrepresentation to the contrary is a criminal offense. H.C. Wainwright & Co. The date of this prospectus supplement is December 12, 2025 TABLE OF CONTENTS ABOUT THIS PROSPECTUS SUPPLEMENTS-1PROSPECTUS SUPPLEMENT SUMMARYS-2THE OFFERINGS-4RISK FACTORSS-5FORWARD-LOOKING STATEMENTSS-6USE OF PROCEEDSS-7DILUTIONS-8PLAN OF DISTRIBUTIONS-9LEGAL MATTERSS-10EXPERTSS-10WHERE YOU CAN FIND MORE INFORMATIONS-11DOCUMENTS INCORPORATED BY REFERENCES-11 PAGE PROSPECTUS About this ProspectusiiProspectus Summary1Risk Factors3Cautionary Note Regarding Forward Looking Statements4Use of Proceeds5Description of Capital Stock6Description of Warrants9Plan of Distribution10Legal Matters12Experts12Where You Can Find More Information12Incorporation by Reference13 ABOUT THIS PROSPECTUS SUPPLEMENT This document has two parts, a prospectus supplement, dated December 12, 2025, and an accompanying prospectus. Thisprospectus supplement and the accompanying prospectus are part of a shelf registration statement on Form S-3 (File No. 333-289805),that we filed with the Securities and Exchange Commission (the “SEC”) on August 22, 2025 and that was declared effective onSeptember 3, 2025. Under the shelf registration process, we may offer and sell, from time to time, shares of our common stock and/orpreferred stock in one or more offerings. The accompanying prospectus provides you with a general description of our common stock. This prospectus supplementcontains specific information about the terms of this offering of our shares of common stock. This prospectus supplement may also addto, update or change information contained in the accompanying prospectus or in any documents that we have incorporated byreference into this prospectus supplement or the accompanying prospectus and, accordingly, to the extent inconsistent, information inthe accompanying prospectus or incorporated by reference herein or therein is superseded by the information in this prospectussupplement. You should rely only on the information contained in thi