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) of the Securities Exchange Act of 1934

Date of Report: ~~November~~December 2227, 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 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

(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)

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 if 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)

~~Closing~~Amended Certificate of ~~Merger Transaction~~Incorporation

AsOn ~~reported~~December ~~on November 6~~20, 2024, bythe Articles of Incorporation of Jupiter Gold Corporation, a Republic of the Marshall Islands corporation (~~“Jupiter” or~~ the “Company”) were onamended, through a ~~Current~~filing ~~Report on Form 6-K filed~~ with the ~~Securities~~Registrar ~~and~~of ~~Exchange~~the ~~Commission~~Corporations ~~(“SEC”), on~~of ~~October~~the ~~31, 2024, Jupiter and Apollo Resources Corporation, a~~ Republic of the Marshall Islands, ~~corporation~~to ~~(“Apollo”) entered~~change ~~into~~the anname of ~~Agreement~~the ~~and~~Company ~~Plan~~to ofAtlas ~~Merger~~Critical ~~(the~~Minerals ~~“Merger~~Corporation. ~~Agreement”),~~This ~~which~~name ~~provided~~change ~~for,~~was ~~among~~carried ~~other~~out ~~things, the~~to ~~merger~~reflect ofa ~~Apollo~~broader ~~with~~focus ~~and~~of ~~into~~the ~~Jupiter~~Company ~~(the~~following its ~~“Merger”),~~merger with ~~Jupiter~~Apollo ~~continuing~~Resources ~~its~~Corporation, ~~corporate existence~~ as ~~the~~previously ~~surviving~~reported ~~corporation~~ (the “~~Surviving Corporation~~Merger”). ~~Capitalized~~After ~~terms~~the ~~not~~Merger, ~~defined~~the ~~herein have shall~~Company’s ~~have~~mineral ~~the~~rights ~~meaning~~holdings ~~set forth in the Merger Agreement.~~comprise:

~~On November~~● ~~19,~~Rare ~~2024~~Earths: 53,692 ~~following~~hectares ~~satisfaction~~(~132,677 ~~and/or~~acres) ~~waiver~~● ofCopper: ~~the~~7,156 ~~closing~~hectares ~~conditions~~(~17,683 inacres) ~~the~~● ~~Merger~~Graphite: ~~Agreement~~2,658 ~~including~~hectares (i~6,568 acres) ~~approval~~● ~~of the~~Nickel: ~~transactions~~1,101 ~~contemplated~~hectares ~~under~~(~2,721 ~~the~~acres) ~~Merger~~● ~~Agreement~~Iron byOre: ~~the~~22,282 ~~requisite~~hectares ~~vote of the shareholders of Jupiter and Apollo~~(~55,060 ~~respectively, (ii~~acres); ~~Apollo~~one ~~delivering letters~~ of ~~transmittal~~the tomineral ~~Jupiter~~rights ~~completed~~for ~~and~~iron ~~executed~~ore byhas ~~Participating~~received ~~Securityholders~~the ~~holding~~necessary atpermits ~~least~~for ~~95% of~~ the ~~Outstanding~~establishment ~~Apollo Securities, which included a waiver~~ of ~~their~~an ~~appraisal~~open orpit ~~dissenters’~~iron ~~rights~~ore ~~under~~mine ~~the~~● ~~Marshall~~Gold: ~~Islands Business~~30,294 ~~Corporations~~hectares ~~Act~~ (~~the “BCA”)~~~74,858 ~~and (iii~~acres) ~~each~~● ofQuartzite: ~~Jupiter~~94 ~~and~~hectares ~~Apollo having performed or complied in all material respects with all agreements and covenants required by the Merger Agreement on or prior to the Effective Time~~ (as~233 ~~defined below~~acres),; the ~~Merger~~Company ~~and~~operates ~~the~~a ~~other~~producing ~~transactions~~quarry ~~contemplated~~at bya ~~the~~mineral ~~Merger~~right ~~Agreement~~for ~~were consummated and Apollo merged with and into Jupiter. The Surviving Corporation is continuing its corporate existence under the name Jupiter Gold Corporation.~~quartzite

InUnless ~~connection~~noted ~~with~~otherwise, the ~~consummation~~Company’s ofmineral ~~the~~properties ~~Merger,~~are ~~each~~in ~~share~~exploration ofor ~~Outstanding~~pre-exploration ~~Apollo~~phases, ~~Securities was cancelled~~ and ~~converted~~none ~~into~~of the ~~number~~aforementioned ofmineral ~~shares~~rights ofoverlap ~~Jupiter~~with ~~Common~~mineral ~~Stock~~properties ~~equal~~held toby ~~the~~Atlas ~~Exchange~~Lithium ~~Ratio.~~Corporation ~~Following~~(“Atlas ~~the~~Lithium”). ~~Effective~~As ~~Time,~~of the ~~holders~~date of ~~Outstanding Apollo Securities~~this ~~right before the Effective Time~~filing, ~~beneficially~~Atlas ~~own~~Lithium 59owns 32.407% of ~~Jupiter~~the Company’s issued and outstanding ~~securities~~common stock.

Filing of the Articles of Merger

On November 19, 2024, the parties to the Merger Agreement caused the Merger to be consummated by executing and filing Articles of Merger with the Registrar or Deputy Registrar of Corporations of the Republic of the Marshall Islands, as provided under the BCA (the date and time of the filing of such Articles of Merger being the “Effective Time”).

Amended and Restated Certificate of Incorporation

As previously disclosed, in connection with the Merger, and pursuant to the Merger Agreement, the Articles of Incorporation of Jupiter were amended and restated in their entirety at the Effective Time through a filing with the Registrar of the Corporations of the Republic of the Marshall Islands, in order to, among other things, (i) increase the authorized share capital of the Surviving Corporation to 200,000,000 shares and (ii) increase the number of shares of authorized common stock of the Surviving Corporation to 190,000,000 shares (the “A&R Articles”). The A&R Articles are filed as Exhibit 1.1 hereto and incorporated by reference herein.

Amended and Restated Bylaws

As previously disclosed, in connection with the Merger, the Bylaws of Jupiter were 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 the Surviving Corporation, and are filed as Exhibit 1.2 hereto and incorporated by reference herein.

Exhibit Index

Exhibit		Description
1.1		Amended and Restated Articles of Incorporation of Jupiter Gold Corporation as filed with the Registrar of the Corporations of the Republic of the Marshall Islands on November 19, 2024
1.2		Amended and Restated Bylaws of Jupiter Gold Corporation Effective November 19, 2024
4.1		Agreement and Plan of Merger, dated October 31, 2024, between Jupiter Gold Corporation and Appollo Resources Corporation, as approved by the Registrar of the Corporations of the Republic of the Marshall Islands

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~~December 2227, 2024

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

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