UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
November 17, 2020
ATLAS TECHNICAL CONSULTANTS, INC.
(Exact name of registrant as specified in
its charter)
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Delaware
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001-38745
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83-0808563
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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13215 Bee Cave Parkway, Building B, Suite
230
Austin, Texas 78738
(Address of principal executive offices,
including zip code)
Registrant’s telephone number, including
area code: (512) 851-1501
N/A
(Former name or former address, if changed
since last report)
Check the appropriate
box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of
the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on
which registered
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Class A common stock, $0.0001 par value per share
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ATCX
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The Nasdaq Stock Market LLC
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Warrants, each exercisable for one share of Class A common stock
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ATCXW
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The Nasdaq Stock Market LLC
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Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth
company ☒
If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement.
On November 17, 2020, Atlas Technical Consultants,
Inc. (the “Company”) and Continental Stock Transfer & Trust Company (the “Warrant Agent”), entered
into Amendment No. 1 (the “Warrant Amendment”) to the Warrant Agreement, dated as of November 15, 2018 (the “Warrant
Agreement”), by and between the Company and the Warrant Agent.
The Warrant Amendment amends the Warrant Agreement
to provide the Company with the right to require the holders of the Company’s public warrants (collectively, the “warrants”)
to exchange their warrants for shares of Class A common stock, par value $0.0001 per share, of the Company (“Class A common
shares”) at an exchange ratio of 0.1665 Class A common shares for each warrant. The Company has the right to require the
exchange of not less than all of the warrants at any time while such warrants are exercisable and prior to their expiration, at
the office of the Exchange Agent, upon notice to the registered holders of the outstanding warrants at least fifteen days prior
to the date of exchange fixed by the Company.
The foregoing description of the Warrant
Amendment is qualified in its entirety by reference to the Warrant Amendment, which is filed as Exhibit 10.1 to this current report
on Form 8-K and is incorporated by reference herein.
Item 3.03 Material Modifications to Rights of Security
Holders.
To the extent required by Item 3.03 of Form
8-K, the disclosure set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.03.
Item 5.07 Submission of Matters to a Vote of Security Holders.
As previously disclosed in the definitive
consent solicitation materials filed by the Company with the U.S. Securities and Exchange Commission on October 19, 2020 and amended
on November 12, 2020, in connection with the Company’s offer to each holder of the warrants to receive 0.185 shares of Class
A common stock in exchange for each outstanding warrant tendered by the holder and exchanged pursuant to the offer (the “Offer”),
the Company solicited consents from holders of the outstanding warrants to approve the Warrant Amendment (the “Consent Solicitation”).
The Offer and Consent Solicitation expired
at midnight (end of day), Eastern Standard Time on November 16, 2020. A total of 19,759,386 public warrants and 3,750,000 private
placement warrants, or approximately 98.80% of the 20,000,000 outstanding public warrants and 100% of the 3,750,000 outstanding
private placement warrants, were properly tendered and not withdrawn in the Offer, and were therefore deemed to have consented
to the Warrant Amendment. Because consents were received from holders of a majority of the Company’s outstanding warrants,
the Warrant Amendment was approved.
Item 8.01 Other information.
On November 17, 2020, the Company issued
a press release announcing the results of the Offer and the Consent Solicitation.
A copy of the press release is attached
as Exhibit 99.1 and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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.
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ATLAS TECHNICAL CONSULTANTS, INC.
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By:
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/s/ L. Joe Boyer
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Dated: November 17, 2020
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Name:
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L. Joe Boyer
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Title:
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Chief Executive Officer
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2
Exhibit 10.1
AMENDMENT NO. 1 TO WARRANT AGREEMENT
This Amendment (this “Amendment”)
is made as of November 17, 2020 by and between Atlas Technical Consultants, Inc., a Delaware corporation (f/k/a Boxwood Merger
Corp.) (the “Company”), and Continental Stock Transfer & Trust Company, a New York Corporation, as
warrant agent (the “Warrant Agent”), and constitutes an amendment to that certain Warrant Agreement,
dated as of November 15, 2018 (the “Existing Warrant Agreement”), between the Company and the Warrant
Agent. Capitalized terms used but not otherwise defined in this Amendment shall have the meanings given to such terms in the Existing
Warrant Agreement.
WHEREAS, in connection with the closing
of the business combination on February 14, 2020 (the “Atlas Business Combination”), the Company filed
the second amended and restated certificate of incorporation with the Secretary of State of the State of Delaware pursuant to which
the Company was renamed Atlas Technical Consultants, Inc.;
WHEREAS, in accordance with Section 4.4
of the Existing Warrant Agreement, upon effectiveness of the Atlas Business Combination, the holders of the warrants thereafter
had the right to purchase and receive, upon the basis and upon the terms and conditions specified in the warrants, shares of Class
A common stock (the “Common Stock”);
WHEREAS, Section 9.8 of the Existing
Warrant Agreement provides that the Company and the Warrant Agent may amend, subject to certain conditions provided therein, the
Existing Warrant Agreement with the vote or written consent of the Registered Holders of a majority of the number of the then outstanding
warrants;
WHEREAS, the Company desires to amend
the Existing Warrant Agreement to provide the Company with the right to require the holders of the warrants to exchange all of
the outstanding warrants for shares of Common Stock, on the terms and subject to the conditions set forth herein; and
WHEREAS, in the exchange offer and consent
solicitation undertaken by the Company pursuant to the Registration Statement on Form S-4 filed with the U.S. Securities and Exchange
Commission, the Registered Holders of more than a majority of the then outstanding warrants consented to and approved this Amendment.
NOW, THEREFORE, in consideration of the
mutual agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
and intending to be legally bound hereby, the parties hereto agree to amend the Existing Warrant Agreement as set forth herein.
1. Amendment of Existing Warrant Agreement.
The Existing Warrant Agreement is hereby amended by:
(a) adding the new Section 6A
thereto:
“6A Mandatory Exchange.
6A.1 Company Election to Exchange.
Notwithstanding any other provision in this Agreement to the contrary, all (and not less than all) of the outstanding warrants
may be exchanged, at the option of the Company, at any time while they are exercisable and prior to their expiration, at the office
of the Warrant Agent, upon notice to the Registered Holders of the outstanding warrants, as described in Section 6A.2 below,
for shares of Common Stock (or any Alternative Issuance pursuant to Section 4.4), at the exchange rate of 0.1665 shares of Common
Stock (or any Alternative Issuance pursuant to Section 4.4) for each warrant held by the holder thereof (the “Consideration”)
(subject to equitable adjustment by the Company in the event of any stock splits, stock dividends, recapitalizations or similar
transaction with respect to the shares of Common Stock). In lieu of issuing fractional shares, any holder of warrants who would
otherwise have been entitled to receive fractional shares as Consideration will, after aggregating all such fractional shares
of such holder, be paid in cash (without interest) in an amount equal to such fractional part of a share multiplied by $6.69.
6A.2 Date Fixed for, and Notice of,
Exchange. In the event that the Company elects to exchange all of the warrants, the Company shall fix a date for the exchange
(the “Exchange Date”). Notice of exchange shall be mailed by first class mail, postage prepaid, by the
Company not less than fifteen (15) days prior to the Exchange Date to the registered holders of the warrants at their last addresses
as they shall appear on the registration books. Any notice mailed in the manner herein provided shall be conclusively presumed
to have been duly given whether or not the registered holder received such notice. The Company will make a public announcement
of its election following the mailing of such notice.
6A.3 Exercise After Notice of Exchange.
The warrants may be exercised, for cash (or on a “cashless basis” in accordance with subsection 3.3.1(b) of
this Agreement) at any time after notice of exchange shall have been given by the Company pursuant to Section 6A.2 hereof
and prior to the Exchange Date. On and after the Exchange Date, the Registered Holder of the warrants shall have no further rights
except to receive, upon surrender of the warrants, the Consideration.
2. Miscellaneous Provisions.
2.1 Severability. This Amendment
shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity
or enforceability of this Amendment or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable
term or provision, the parties hereto intend that there shall be added as a part of this Amendment a provision as similar in terms
to such invalid or unenforceable provision as may be possible and be valid and enforceable.
2.2 Applicable Law. The validity,
interpretation, and performance of this Amendment and of the warrants shall be governed in all respects by the laws of the State
of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws
of another jurisdiction. The Company hereby agrees that any action, proceeding or claim against it arising out of or relating in
any way to this Amendment shall be brought and enforced in the courts of the State of New York or the United States District Court
for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The
Company hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.
2.3 Counterparts. This Amendment
may be executed in any number of counterparts (which may include counterparts delivered by any standard form of telecommunication)
and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute
but one and the same instrument. The words “execution,” “signed,” “signature,” and words of
like import in this Amendment or in any other certificate, agreement or document related to this Amendment, if any, shall include
images of manually executed signatures transmitted by facsimile or other electronic format (including, without limitation, “pdf,”
“tif” or “jpg”) and other electronic signatures (including, without limitation, DocuSign and AdobeSign).
The use of electronic signatures and electronic records (including, without limitation, any contract or other record created, generated,
sent, communicated, received, or stored by electronic means) shall be of the same legal effect, validity and enforceability as
a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable law,
including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records
Act and any other applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act
or the Uniform Commercial Code.
2.4 Effect of Headings. The section
headings herein are for convenience only and are not part of this Amendment and shall not affect the interpretation thereof.
2.5 Entire Agreement. The Existing
Warrant Agreement, as modified by this Amendment, constitutes the entire understanding of the parties and supersedes all prior
agreements, understandings, arrangements, promises and commitments, whether written or oral, express or implied, relating to the
subject matter hereof, and all such prior agreements, understandings, arrangements, promises and commitments are hereby canceled
and terminated.
[Signature Pages Follow]
IN WITNESS WHEREOF, each of the parties
has caused this Amendment to be duly executed as of the date first above written.
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ATLAS TECHNICAL CONSULTANTS, INC.
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By:
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/s/ L. Joe
Boyer
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Name:
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L. Joe Boyer
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Title:
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Chief Executive
Officer
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CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Warrant Agent
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By:
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/s/ Erika
Young
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Name:
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Erika Young
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Title:
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Vice President
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Exhibit 99.1
Atlas Technical Consultants, Inc. Announces
Expiration and Results of
Exchange Offer and Consent Solicitation Relating to its Warrants
AUSTIN, Texas – (BUSINESS WIRE) –
November 17, 2020 – Atlas Technical Consultants, Inc. (NASDAQ: ATCX) (“Atlas”
or the “Company”), a leading provider of professional testing, inspection, engineering, environmental and consulting
services, today announced the expiration and results of its previously announced exchange offer (the “Exchange Offer”)
and consent solicitation (the “Consent Solicitation”) relating to certain of its outstanding warrants. The Exchange
Offer and Consent Solicitation expired at midnight (end of day), Eastern Standard Time, on November 16, 2020.
Atlas has been advised that 19,759,386
public warrants and 3,750,000 private placement warrants, or approximately 98.80% of the outstanding public warrants and 100%
of the outstanding private placement warrants, respectively, were validly tendered and not validly withdrawn prior to the expiration
of the Exchange Offer and Consent Solicitation. Atlas expects to accept all validly tendered warrants for exchange and settlement
on November 18, 2020. Pursuant to the Offer, the Company expects to issue an aggregate of 4,349,174 shares of its Class A common stock in exchange for the warrants.
On November 18, 2020, the Company expects to have outstanding shares of class A common stock of 10,116,516, compared to 5,767,342 of class
A common stock at the commencement of the Exchange Offer.
In addition, pursuant to the Consent Solicitation,
the Company received the approval of approximately 99.0% of the outstanding warrants to the Warrant Amendment, which exceeds
the majority of the outstanding warrants required to effect the Warrant Amendment. The Warrant Amendment was executed on November
17, 2020.
BofA Securities, Inc. was the Dealer Manager
for the Exchange Offer and Consent Solicitation.
This press release shall not constitute
an offer to sell, or a solicitation of an offer to buy, the securities described herein and is also not a solicitation of the related
consents. The exchange offer was made only pursuant to the terms and conditions of the Prospectus/Offer to Exchange and related
letter of transmittal.
About Atlas Technical Consultants
Headquartered in Austin, Texas, Atlas is
a leading provider of professional testing, inspection, engineering, environmental, program management and consulting services.
Under the name Atlas Technical Consultants, we offer solutions to public and private sector clients in the transportation, commercial,
water, government, education and industrial markets. With approximately 140 offices in 41 states and approximately 3,300 employees, Atlas provides
a broad range of mission-critical technical services, helping clients test, inspect, certify, plan, design and manage a wide variety
of projects across diverse end markets. For more information, go to https://www.oneatlas.com.
Forward-Looking Statements
This press release contains certain forward-looking
statements, including but not limited to, statements relating to the Company’s public offering. Forward-looking statements
are based on the Company’s current expectations and assumptions. The Private Securities Litigation Reform Act of 1995 provides
a safe-harbor for forward-looking statements. These statements may be identified by the use of forward-looking expressions, including,
but not limited to, “expect,” “anticipate,” “intend,” “plan,” “believe,”
“estimate,” “potential,” “predict,” “project,” “should,” “would”
and similar expressions and the negatives of those terms, including without limitation, risks related to customary closing conditions
or other risks discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, as updated by
its Quarterly Report on Form 10-Q for the quarter ended September 30, 2020 and in the preliminary prospectus related to the proposed
offering filed with the Securities Exchange Commission. Prospective investors are cautioned not to place undue reliance on such
forward-looking statements, which speak only as of the date hereof. The Company undertakes no obligation to publicly update any
forward-looking statement, whether as a result of new information, future events or otherwise.
Contact:
Media
Karlene Barron
770-314-5270
karlene.barron@oneatlas.com
Investor Relations
512-851-1507
ir@oneatlas.com