Atlas Lithium (ATLX) Form 4 Atlas Lithium / Marc Fogassa ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Fogassa Marc

(Last) (First) (Middle)

1200 N. FEDERAL HWY, SUITE 200

(Street)

BOCA RATON FL 33432

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Atlas Lithium Corp [ ATLX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
12/21/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	12/21/2023		X		151,141	A	$0.0075	3,138,689	D
Common Stock	12/22/2023		C		1,199,997	A	(1)	4,338,686	D
Common Stock								105,608	I	See Footnote(2)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Common Stock Option	$0.0075	12/21/2023		X			151,141	04/17/2019	02/19/2024	Common Stock	151,141	$0.0075	0(3)	D
Series D Convertible Preferred Stock Options	$0.1	12/22/2023		X			90,000	(4)	(4)	Series D Preferred Stock	90,000	$0.1	0(5)	D
Series D Convertible Preferred Stock	(4)	12/22/2023		X		90,000		(6)	(6)	Common Stock	1,199,997	(6)	90,000	D
Series D Convertible Preferred Stock	(4)	12/22/2023		C			90,000	(6)	(6)	Common Stock	1,199,997	(6)	0(7)	D

Explanation of Responses:

1. The shares of Common Stock were acquired on conversion of shares of Series D Convertible Preferred Stock ("Series D Preferred").

2. The shares are held indirectly through Lancaster Brazil Fund LP, Lancaster Gestora de Recursos Ltda and Sainte Valiere, LLC. Each of the entities are controlled by the Reporting Person.

3. Following the transactions described in this Statement, the Reporting Person has no Common Stock Options.

4. The Series D Convertible Preferred Stock Options (the "Series D Options") were earned by the reporting person on a monthly basis between January 1, 2021 and December 1, 2023 as previously reported on Forms 4, and were immediately exercisable on the date of grant. The Series D Options had expiration dates between December 31, 2030 and November 30, 2033.

5. Following the transactions described in this Statement, the Reporting Person has no Series D Options.

6. Each share of Series D Preferred Stock was convertible at any time, at the election of the holder, into 13 1/3 shares of Common Stock. The Series D Preferred had no expiration date.

7. Following the transactions described in this Statement, the Reporting Person has no Series D Preferred.

	/s/ Marc Fogassa	12/29/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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