UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

Pursuant to Section 13(a)-16 or 15(d)-16 of the Securities Exchange Act of 1934

Date of Report: ~~August~~September 118, 2024

JUPITER GOLD CORPORATION

(Exact name of registrant as specified in its charter)

Republic of the Marshall Islands

333-214872

Not Applicable

(Jurisdiction of Incorporation

or Organization)

(Commission

File Number)

(Translation of Registrant’s
name into English)

Rua ~~Vereador~~Antônio ~~João~~de ~~Alves~~Albuquerque, ~~Praes~~156, ~~No.~~Suite ~~95-A~~1720

~~Olhos~~Belo ~~D´Água~~Horizonte, Minas Gerais, Brazil, ~~39398~~30112-~~000~~010

(Address of principal executive offices, including zip code)

Marc Fogassa

Rua ~~Vereador~~Antônio ~~João~~de ~~Alves~~Albuquerque, ~~Praes~~156, ~~No.~~Suite ~~95-A~~1720

~~Olhos~~Belo ~~D’Água~~Horizonte, Minas Gerais, Brazil, ~~39398~~30112-~~000~~010

Telephone:~~+55~~ (888) 412-~~31-3956-1109~~0210

Email: marc.fogassa@jupitergoldcorp.com

(Name, Telephone, E-mail and/or Facsimile number and Address, of Company Contact Person)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

☒	Form 20-F

☐	Form 40-F

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

Securities registered or to be registered pursuant to Section 12(b) of the Act: None

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

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.

Common Stock, par value $0.001 per share

(Title of Class)

Appointment of New ~~Directors.~~Chief Financial Officer

On ~~July~~September 118, 2024, the Board of Directors (the “Board”) of Jupiter Gold Corporation (the “Company”’) ~~unanimously approved~~appointed ~~the~~Rodrigo ~~increase~~Nazareth inMenck, ~~size~~age of49, as the ~~Board~~Company’s ~~from~~new ~~three~~Chief toFinancial ~~five~~Officer ~~members~~(“CFO”), ~~and~~Principal ~~the~~Accounting ~~election~~Officer of(“Controller”), ~~two~~and Treasurer, ~~new members~~ effective asimmediately. ofIn ~~August~~his 1,role ~~2024.~~as ~~Effective on August 1~~CFO, ~~2024~~Controller, ~~Gabriel~~and ~~Santos Cordeiro de Andrade~~Treasurer, ~~Esq~~Mr., ~~and~~Menck ~~Agenor~~replaces ~~Narcizo~~Mr. ~~Drumond~~Marc ~~Cuculicchio~~Fogassa, ~~Esq.,~~who ~~were~~continues ~~appointed~~to serve as ~~members of~~ the ~~Board~~Company’s Chairman and Chief Executive Officer.

~~Gabriel~~Mr. ~~Santos~~Menck ~~Cordeiro~~is decurrently ~~Andrade, Esq., age 44, has been the founder and lead partner of ARM Mentoria Jurídica,~~ a ~~law~~director ~~firm operating in all areas~~ of ~~business~~Atlas ~~law~~Lithium ~~and~~Corporation ~~with~~(“Atlas ~~offices in Belo Horizonte~~Lithium”), ~~the~~one ~~capital~~ of the ~~state~~Company’s oflargest ~~Minas Gerais in Brazil, and in Montes Claros, a large regional center northern Minas Gerais since 2019~~shareholders. ~~Mr. Andrade is particularly involved as lead counsel in complex negotiations~~ ~~including~~Since ~~mergers,~~September ~~spin-offs~~2023 ~~and~~he ~~real~~has ~~estate~~been ~~development~~an ~~operations.~~advisor ~~From 2007~~ to ~~2019,~~Atlas Lithium ~~Mr.~~covering ~~Andrade was~~ a ~~Partner~~range atof ~~PRA Advogados~~topics, ~~a law~~including ~~firm~~operational ~~where~~readiness ~~he focused on the management~~ and ~~leadership~~interface ofwith ~~high-level~~institutional ~~legal~~investors. ~~operations~~Previously, ~~focusing~~from ~~on business and real estate law.~~January He2023 ~~supervised~~to ~~complex~~July ~~real estate operations~~2023, ~~including subdivisions and hotel projects~~Mr. HeMenck was ~~also~~the ~~responsible~~Chief ~~for~~Financial ~~the~~Officer ~~implementation~~ of ~~conciliation~~Sigma ~~and~~Lithium ~~arbitration practices~~Corp., ~~significantly~~a ~~reducing~~Canadian ~~the~~publicly ~~time~~listed ~~and~~company ~~cost of resolving disputes~~(“Sigma”). ~~Mr. Andrade graduated from~~ ~~Milton~~During ~~Campos~~his ~~Law~~tenure ~~School~~at inSigma, ~~Belo~~he ~~Horizonte~~successfully ~~with~~contributed ato ~~law~~listing ~~degree.~~Sigma’s HeBrazilian ~~has~~Depository aReceipts ~~postgraduate~~on ~~degree~~the inBrazilian ~~business law from Pontifical Catholic University~~Stock ofExchange, ~~Minas Gerais in Belo Horizonte~~B3.

~~Agenor~~Between ~~Narcizo~~February ~~Drumond~~2019 ~~Cuculicchio~~and July 2022, ~~Esq~~Mr., ~~age~~Menck ~~51,~~held ~~has~~the ~~been~~position aof ~~founding~~Senior ~~partner~~Vice President of ~~Cuculicchio~~Finance & ~~Fontes~~Group ~~Advogados~~CFO ~~Associados~~at inNexa ~~Belo~~Resources ~~Horizonte~~SA, a NYSE ~~law~~& ~~firm~~TSX ~~focusing~~listed ~~on mining law~~company, ~~including~~controlled ~~guidance~~by on the ~~legal~~traditional ~~process~~Brazilian togroup ~~obtain~~Votorantim. ~~mining~~From ~~titles,~~April ~~concessions,~~2016 ~~authorizations, and other licenses specific~~ to ~~the~~January ~~mining sector. In 2006~~2019, he ~~began~~was his legal activities in mining law, providing advice on mining regulation, due diligence, strategic consultancy, preparation and analysis of contracts and transactions involving mining rights and related to the ~~exploration~~Global ~~and~~Treasurer ~~use~~at ofNexa ~~mineral resources~~Resources, ~~assistance~~responsible infor the ~~negotiation~~debt ofrestructuring ~~mining securities, and defense in all types~~ of ~~administrative and judicial proceedings related to mining infractions. He is currently also dedicated to entrepreneurship in~~ the ~~mineral sector~~company, ~~including being~~as awell ~~non-management~~as ~~shareholder~~acting inas ~~small local mining companies. Mr. Cuculicchio graduated from~~ the ~~Fundação~~principal ~~Educacional~~managing ~~Monsenhor~~officer ~~Messias~~for inits ~~Sete~~initial ~~Lagoas,~~public ~~Minas Gerais~~offering, ~~Brazil.~~which Hewas ~~has~~successfully aconcluded ~~postgraduate degree~~ in ~~civil~~October ~~procedural law from the Elpídio Donizetti Institute in Belo Horizonte~~2017.

~~There~~From isJanuary no2011 ~~arrangement~~to orMarch ~~understanding~~2016, ~~between Messrs~~Mr. ~~Andrade~~Menck ~~and~~was ~~Cuculicchio~~an ~~any~~Investment ~~other~~Director ~~person~~at ~~pursuant~~the toOdebrecht ~~which~~group ~~each~~in ofBrazil, ~~Messrs.~~responsible ~~Andrade and~~for ~~Cuculicchio~~the ~~has~~structuring ~~been~~of project ~~appointed~~finance astransactions aof ~~director.~~road ~~There~~concessions ~~are~~throughout noLatin ~~family~~America, ~~relationships~~especially ~~between~~in ~~each~~Peru, ofColombia ~~Messrs~~and Panama. ~~Andrade~~He ~~and~~was ~~Cuculicchio~~also ~~and~~responsible ~~any~~for of the ~~Company’s~~structuring ~~directors and executive officers, and neither~~ of ~~Messrs.~~multilateral ~~Andrade~~agency ~~and~~financing ~~Cuculicchio~~for islandmark apublic ~~party~~constructions toin ~~any~~countries ~~transaction, or~~such ~~any~~as ~~proposed transaction~~Argentina, ~~required~~Paraguay toand bethe Dominican ~~disclosed pursuant to Item 404(a) of Regulation S-K~~Republic.

From May 2008 to January 2011 Mr. Menck held positions at Braskem SA, a large Brazilian petrochemical company, initially as Debt Manager, from May 2008 to May 2010, and then as Corporate Finance & Shared Services Director, during which was responsible for several capital market transactions, such as bond issuances, local securitization funds structuring and day-to-day debt restructuring.

Prior to that, from January 1996 to May 2008, Mr. Menck had a 12-year career in several Brazilian and international banks based in Brazil, such as BankBoston, Banco Francês e Brasileiro, WestLB, Citibank and BNP Paribas, holding several different positions such as Trader, Trade Finance Manager, Securitization Officer, Product Manager, DCM & Export Finance Structurer and Relationship Manager, while covering a variety of clients in a diverse range of segments in Brazil.

He has a degree in Business Administration, and an MBA in Economics of the Financial Sector, both from the University of São Paulo in Brazil. Mr. Menck is fluent in Portuguese, English and Spanish and is a Certified CFO by the Brazilian Institute of Financial Executives in Brazil.

Except as disclosed herein, there are no other arrangements or understandings between Mr. Menck and any other person pursuant to which he was selected as an officer, and Mr. Menck is not a participant in any other related party transaction required to be reported pursuant to Item 404(a) of Regulation S-K. There are no family relationships between Mr. Menck and any director or officer of the Company.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	JUPITER GOLD CORPORATION
Dated: August 6, 2024	By:	/s/ Marc Fogassa
Dated: September 18, 2024	By:	/s/ Marc Fogassa
	Name:	Marc Fogassa
	Title:	Chief Executive Officer

Filing Compare · ATLAS CRITICAL MINERALS Corp