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: ~~September~~November 186, 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)
(Jurisdiction of incorporation or organization)	(Commission File Number)	(Translation of Registrant’s name into English)

Rua Antônio de Albuquerque, 156, Suite 1720 Belo Horizonte, Minas Gerais, Brazil, 30112-010 (Address of principal executive office) Marc Fogassa Rua Antônio de Albuquerque, 156, Suite 1720 Belo Horizonte, Minas Gerais, Brazil, 30112-010 Telephone: (888) 412-0210 Email: marc.fogassa@jupitergoldcorp.com (Name, Telephone, Address and E-mail of Company Contact Person)

Belo Horizonte, Minas Gerais, Brazil, 30112-010

(Address of principal executive offices, including zip code)

Marc Fogassa

Rua Antônio de Albuquerque, 156, Suite 1720

Belo Horizonte, Minas Gerais, Brazil, 30112-010

Telephone: (888) 412-0210

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

☒ 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 isif 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~~Entry ofinto ~~New~~the ~~Chief~~Agreement ~~Financial~~and ~~Officer~~Plan of Merger

On ~~September~~October 1831, 2024, ~~the~~Jupiter ~~Board~~Gold ofCorporation, ~~Directors~~a ~~(the~~Republic ~~“Board”)~~ of ~~Jupiter~~the ~~Gold~~Marshall ~~Corporation~~Islands ~~(the~~corporation (“~~Company’~~Jupiter”) ~~appointed~~and ~~Rodrigo~~Apollo ~~Nazareth~~Resources ~~Menck~~Corporation, ~~age~~a ~~49, as~~Republic of the ~~Company’s~~Marshall ~~new~~Islands ~~Chief~~corporation ~~Financial Officer~~ (“~~CFO~~Apollo”), ~~Principal~~entered ~~Accounting~~into ~~Officer~~an Agreement and Plan of Merger (the “~~Controller~~Merger Agreement”), pursuant to which Apollo will merge with and into Jupiter (the ~~Treasurer~~“Merger”), ~~effective~~with ~~immediately.~~Jupiter Incontinuing ~~his~~its ~~role~~corporate existence as ~~CFO,~~the ~~Controller,~~surviving ~~and~~corporation ~~Treasurer,~~(the Mr“Surviving Corporation”). ~~Menck~~Capitalized ~~replaces~~terms ~~Mr.~~not ~~Marc~~defined ~~Fogassa,~~herein ~~who~~have ~~continues~~shall ~~to serve~~have as the ~~Company’s~~meaning ~~Chairman~~set ~~and~~forth ~~Chief~~in ~~Executive~~the ~~Officer~~Merger Agreement.

~~Mr.~~In ~~Menck~~connection iswith ~~currently~~the aMerger, ~~director~~immediately prior to the Effective Time (as defined below), each share of ~~Atlas~~Apollo ~~Lithium~~common ~~Corporation~~stock and Apollo preferred stock (collectively, “~~Atlas~~Outstanding ~~Lithium~~Apollo Securities”), ~~one~~that ofis issued and outstanding immediately prior to the ~~Company’s~~Effective ~~largest~~Time ~~shareholders~~will be cancelled and converted into the number of shares of Jupiter common stock, par value $0.001 per share, ~~Since~~equal ~~September~~to ~~2023~~the heExchange ~~has~~Ratio ~~been~~(such anaggregate ~~advisor~~consideration is referred to ~~Atlas~~as the “Merger Consideration”). The ~~Lithium~~Merger ~~covering~~Agreement aprovides ~~range~~that ofthe ~~topics,~~“Exchange ~~including~~Ratio” ~~operational~~is ~~readiness~~equal to 6.6208 and ~~interface~~is ~~with~~calculated ~~institutional~~by ~~investors.~~dividing ~~Previously,~~(i) ~~from~~the ~~January 2023~~Apollo toper ~~July~~share value ~~2023,~~of Mr$5.0179, ~~Menck~~by ~~was~~(ii) the ~~Chief~~Jupiter ~~Financial~~per ~~Officer~~share value of ~~Sigma~~$0.7579. ~~Lithium~~Jupiter ~~Corp.,~~has aappointed ~~Canadian~~West ~~publicly~~Coast ~~listed~~Stock ~~company~~Transfer, ~~(“Sigma”)~~Inc. as the exchange ~~During~~agent ~~his~~for ~~tenure~~the atpurpose ~~Sigma~~of exchanging certificates, heif ~~successfully~~any, ~~contributed~~representing tothe ~~listing~~Outstanding ~~Sigma’s~~Apollo ~~Brazilian~~Securities ~~Depository~~and ~~Receipts~~each share of Outstanding Apollo Security held in book-entry form on the ~~Brazilian~~stock ~~Stock Exchange~~transfer books of Apollo immediately prior to the Effective Time, B3in either case, for the portion of the Merger Consideration issuable in respect of such Outstanding Apollo Security pursuant to the Merger Agreement.

~~Between~~The ~~February~~Merger ~~2019~~Agreement contains customary representations and ~~July~~warranties ~~2022,~~and Mrcovenants made by both parties. ~~Menck~~The ~~held~~obligation of the ~~position~~parties to consummate the transactions contemplated by the Merger Agreement is subject to the satisfaction or waiver of ~~Senior~~a ~~Vice~~number ~~President~~of customary conditions, including, without limitation, (i) approval of ~~Finance~~the &transactions ~~Group~~contemplated ~~CFO~~under the Merger Agreement by the requisite vote of the shareholders of Jupiter and Apollo, respectively, (ii) Apollo delivering letters of transmittal to Jupiter executed by at least ~~Nexa~~95% ~~Resources~~of SAthe Outstanding Apollo Securities, which will include a waiver of their appraisal or dissenters’ rights under the ~~NYSE~~Marshall &Islands ~~TSX~~Business ~~listed~~Corporations ~~company~~Act (the “BCA”), ~~controlled~~and (iii) Apollo having performed or complied in all material respects with all agreements and covenants required by the ~~traditional~~Merger ~~Brazilian~~Agreement ~~group~~on ~~Votorantim.~~or ~~From~~prior ~~April~~to ~~2016~~the Effective Time. The parties to the ~~January~~Merger ~~2019~~Agreement will, heas ~~was~~promptly as practicable, but in no event later than five (5) business days after the closing conditions ~~Global~~set ~~Treasurer~~forth atin ~~Nexa~~the ~~Resources~~Merger Agreement are satisfied or waived, ~~responsible~~cause ~~for~~the Merger to be consummated by executing and filing articles of merger with the ~~debt~~Registrar ~~restructuring~~or Deputy Registrar of Corporations of the ~~company~~Republic of the Marshall Islands, as ~~well~~provided asunder ~~acting~~the BCA, and make any other filings, recordings or publications required to be made by Jupiter or Apollo under the BCA in connection with the Merger (the date and time of the filing of such Articles of Merger or such later time as may be agreed by each of the ~~principal~~parties ~~managing~~thereto and specified in ~~officer~~such ~~for~~Articles ~~its~~of ~~initial~~Merger ~~public~~being ~~offering~~the “Effective Time”). Upon payment of the Merger Consideration, ~~which~~the ~~was~~holders of ~~successfully~~Outstanding ~~concluded~~Apollo inSecurities ~~October~~right ~~2017~~before the Effective Time, are expected to beneficially own approximately 59.40% of Jupiter’s outstanding securities post-Closing.

~~From~~The ~~January~~special ~~2011~~committee toof ~~March~~the ~~2016,~~board ~~Mr.~~of ~~Menck~~directors ~~was~~of anJupiter, ~~Investment~~the ~~Director~~board atof directors of Jupiter (the ~~Odebrecht~~“Jupiter ~~group~~Board”), and inthe ~~Brazil~~shareholders of Jupiter, ~~responsible~~have ~~for~~all independently approved and adopted the ~~structuring~~Merger ~~of project~~Agreement ~~finance~~and approved the Merger and the transactions contemplated thereby. The board of ~~road~~directors ~~concessions~~of ~~throughout~~Apollo ~~Latin~~and ~~America,~~its ~~especially~~shareholders inhave ~~Peru,~~independently ~~Colombia~~approved and ~~Panama.~~adopted Hethe ~~was~~Merger ~~also responsible~~Agreement ~~for~~and the ~~structuring~~Merger. ofThe ~~multilateral~~parties ~~agency~~anticipate ~~financing~~that ~~for~~the ~~landmark~~closing ~~public~~of ~~constructions~~the inMerger ~~countries~~will ~~such~~take asplace ~~Argentina,~~by ~~Paraguay~~the ~~and~~end of the ~~Dominican~~ ~~Republic~~fourth quarter.

~~From~~The ~~May~~foregoing ~~2008~~description tois ~~January~~only ~~2011~~a ~~Mr.~~summary ~~Menck~~of ~~held~~the ~~positions~~Merger atAgreement ~~Braskem~~and ~~SA,~~is aqualified ~~large~~in ~~Brazilian~~its ~~petrochemical~~entirety ~~company~~by reference to the full text of the Merger Agreement, ~~initially~~which is filed as ~~Debt~~Exhibit ~~Manager,~~10.1 hereto and incorporated by reference herein. The Merger Agreement is included as an ~~from~~exhibit ~~May~~to ~~2008~~this Current Report on Form 6-K in order to ~~May~~provide ~~2010,~~investors and ~~then~~security asholders ~~Corporate~~with ~~Finance~~material &information ~~Shared~~regarding ~~Services~~its terms ~~Director~~and the transaction. It is not intended to provide any other factual information about Jupiter or Apollo. The representations, warranties ~~during~~and ~~which~~covenants ~~was~~contained ~~responsible~~in the Merger Agreement were made only for ~~several~~purposes ~~capital~~of that agreement; are solely for the benefit ~~market~~of ~~transactions,~~the ~~such~~parties asto ~~bond~~the ~~issuances,~~Merger ~~local~~Agreement; ~~securitization~~may ~~funds~~have ~~structuring~~been made for the purposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts; and ~~day-~~may be subject to~~-day~~ ~~debt~~standards ~~restructuring~~of materiality applicable to the parties that differ from those applicable to investors. Security holders and investors should not rely on the representations, warranties or covenants or any description thereof as characterizations of the actual state of facts or condition of Jupiter or Apollo.

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.2

HeAmendment ~~has~~to aCertificate ~~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.Incorporation

~~Except~~In asconnection ~~disclosed~~with ~~herein~~the Merger, ~~there~~and ~~are~~pursuant noto ~~other~~the ~~arrangements~~Merger orAgreement, ~~understandings~~the ~~between~~Articles ~~Mr.~~of ~~Menck~~Incorporation ~~and~~of ~~any~~Jupiter ~~other~~will ~~person~~be ~~pursuant~~amended toand ~~which he was~~restated ~~selected~~in astheir anentirety ~~officer,~~at ~~and~~the ~~Mr.~~Effective ~~Menck~~Time isin ~~not~~order ato, ~~participant~~among inother ~~any~~things, ~~other~~(i) ~~related~~increase ~~party~~the ~~transaction~~authorized ~~required~~share tocapital beof ~~reported~~the ~~pursuant~~Surviving toCorporation ~~Item~~to ~~404~~200,000,000 shares and (aii) increase the number of ~~Regulation~~shares ~~S-K.~~of ~~There~~authorized ~~are~~common nostock ~~family~~of ~~relationships~~the ~~between~~Surviving MrCorporation to 190,000,000 shares (the “A&R Articles”). ~~Menck~~The Jupiter Board and ~~any~~its ~~director~~stockholders orhave ~~officer~~independently approved and adopted the A&R Articles for filing with the Registrar of Corporations of the ~~Company~~Republic of the Marshall Islands.

~~SIGNATURES~~The foregoing description is only a summary of the A&R Articles and is qualified in its entirety by reference to the full text of the A&R Articles, which are filed as Exhibit 1.1 hereto and incorporated by reference herein.

~~Pursuant~~Amendment 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.~~Bylaws

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

In connection with the Merger, the Bylaws of Jupiter will be amended and restated in their entirety at the Effective Time in order to, among other things, prescribe and clarify procedures relating to meetings of the shareholders of Jupiter (the “A&R Bylaws”). The Jupiter Board and its stockholders have independently approved the A&R Bylaws for adoption at the Effective Time.

The foregoing description is only a summary of the A&R Bylaws and is qualified in its entirety by reference to the full text of the A&R Bylaws, which are filed as Exhibit 1.2 hereto and incorporated by reference herein.

Forward-Looking Statements

This Report contains or incorporates by reference forward-looking statements. All statements, other than statements of historical facts, that address activities, events or developments that we intend, expect, project, believe or anticipate will or may occur in the future are forward-looking statements. Such statements are characterized by terminology such as “anticipates,” “believes,” “expects,” “future,” “intends,” “assuming,” “projects,” “plans,” “may,” “will,” “should” and similar expressions or the negative of those terms or other comparable terminology. These forward-looking statements, which include statements about the ability of the parties to consummate the proposed transaction and the possibility that various closing conditions for the transaction may not be satisfied or waived, and the ability to realize the benefits expected from the transaction are not guarantees of future performance and are subject to risks and uncertainties. Investors are cautioned not to place undue reliance on these forward-looking statements and that our forward-looking statements are not guarantees of future performance and the actual results or developments may differ materially from the expectations expressed in the forward-looking statements.

The following factors, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements: (i) the proposed merger may not be completed in a timely manner or at all; (ii) the failure to realize the anticipated benefits of the proposed merger; (iii) the possibility that any or all of the various conditions to the consummation of the merger may not be satisfied or waived; and (iv) the occurrence of any event, change or other circumstance that could give rise to the termination of the merger.

The forward-looking statements in this report are based on information available to Jupiter as of the date hereof, and Jupiter disclaims any obligation to update any forward-looking statements to reflect any change in its expectations or any change in events, conditions, or circumstances on which any such statement is based, except as required by law. For additional information regarding forward-looking statements, please refer to discussions under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in our most recent Annual Report on Form 20-F and in our other reports filed with the Securities and Exchange Commission (“SEC”). Jupiter’s SEC filings are available on the SEC’s website at www.sec.gov.

No Offer or Solicitation

This report is for information purposes only and is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the proposed transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

Exhibit		Description

1.1		Form of Amended and Restated Articles of Incorporation of Jupiter Gold Corporation.

1.2		Form of Amended and Restated Bylaws of Jupiter Gold Corporation.

4.1		Agreement and Plan of Merger, dated as of October 31, 2024, by and between Jupiter Gold Corporation and Apollo Resources Corporation.

SIGNATURE

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

Dated: November 6, 2024

	By:	/s/ Marc Fogassa
	Name:	Marc Fogassa
	Title:	Chief Executive Officer

Filing Compare · ATLAS CRITICAL MINERALS Corp