TEXT-EXTRACT 2 filename2.txt United States securities and exchange commission logo October 5, 2022 Marc Fogassa Chief Executive Officer and Chairman of the Board Brazil Minerals, Inc. Rua Bahia, 2463, Suite 205 Belo Horizonte, Minas Gerais 30.160-012 Brazil Re: Brazil Minerals, Inc. Amendment No. 3 to Registration Statement on Form S-1 Filed September 22, 2022 File No. 333-262399 Dear Marc Fogassa: We have reviewed your amended registration statement and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments. Amendment No. 3 to Registration Statement on Form S-1 Exhibits 1. Please file a revised opinion from legal counsel which addresses the legality of the units. Since you are offering units comprised of common stock and warrants, the opinion should address the legality of the common stock, warrants, and the units themselves. For guidance, refer to Section II.B.1.h of Staff Legal Bulletin 19. Marc Fogassa Brazil Minerals, Inc. October 5, 2022 Page 2 You may contact John Coleman, Mining Engineer, at 202-551-3610 or Craig Arakawa, Accounting Branch Chief, at 202-551-3650 if you have questions regarding engineering comments. Please contact Irene Barberena-Meissner, Staff Attorney, at 202-551-6548 or Loan Lauren Nguyen, Legal Branch Chief, at 202-551-3642 with any other questions. Sincerely, FirstName LastNameMarc Fogassa Division of Corporation Finance Comapany NameBrazil Minerals, Inc. Office of Energy & Transportation October 5, 2022 Page 2 cc: Lynne Bolduc, Esq. FirstName LastName