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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):

February 26, 2021

 

 

 

ATLAS TECHNICAL CONSULTANTS, INC.

(Exact name of registrant as specified in its charter)

  

 

 

Delaware   001-38745   83-0808563
(State or other jurisdiction   (Commission File Number)   (IRS Employer
of incorporation)       Identification No.)

 

13215 Bee Cave Parkway, Building B,
Suite 230 Austin, Texas 		  78738
(Address of principal executive offices)   (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 (see General Instruction A.2. below):

 

  ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

  ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

  ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

  ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Class A common stock, $0.0001 par value per share   ATCX   The Nasdaq Stock Market LLC

 

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 3.02 Unregistered Sales of Equity Securities.

 

On February 26, 2021, Atlas Technical Consultants LLC (the “Buyer”), a subsidiary of Atlas Technical Consultants, Inc. (the “Company”), entered into a definitive agreement (the “Purchase Agreement”), by and among Buyer, Atlantic Engineering Laboratories, Inc. (“AEL”), Atlantic Engineering Laboratories of NY, Inc. (“AELNY”), Lori O’Malley, and Chris O’Malley, providing for the sale of all of the outstanding converted membership interests of AEL and AELNY to the Buyer (the “Acquisition”).

 

The purchase price for the Acquisition includes an equity component that consists of a number of the Company’s Class A common stock, par value $0.0001, equal to $7,750,000.00 divided by the arithmetic average of the daily VWAP of the Company’s class A common stock for the 20 consecutive trading days immediately prior to the closing of the Acquisition, subject to customary adjustments for levels of cash, indebtedness and net working capital (the “Equity Consideration”).

 

The Class A common stock will be issued in reliance upon an exemption from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereof, which exempts transactions by an issuer not involving any public offering. The issuance of the Equity Consideration will not be a public offering for purposes of Section 4(a)(2) because (i) the offering is being made only to the sellers, (ii) the sellers are accredited investors and (iii) the manner of the issuance, including that the Company did not, and will not, engage in general solicitation or advertising with regard to the issuance of the Equity Consideration and did not, and will not, offer the Equity Consideration to the public in connection with the issuance.

 

Item 7.01 Regulation FD Disclosure.

 

On March 3, 2021, the Company issued a press release, attached as Exhibit 99.1, announcing the Acquisition. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference. 

 

The information furnished in this Item 7.01 and in Exhibit 99.1 attached hereto is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, except as may be expressly set forth by specific reference in such filing.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits:

 

Exhibit No.   Description of Exhibit
     
99.1   Press Release, dated March 3, 2021.
     
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

  1  

 

 

SIGNATURE

 

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.

 

  ATLAS TECHNICAL CONSULTANTS, INC.
     
Dated: March 4, 2021 By: /s/ L. Joe Boyer
  Name: L. Joe Boyer
  Title: Chief Executive Officer

 

2

 

Exhibit 99.1

 

 

 

Atlas Technical Consultants Announces Agreement to Acquire Atlantic Engineering Laboratories, Inc.

 

Broadens Reach of Environmental Services and Strengthens Cross-Selling Capabilities in the New York Tri-State Region

 

Austin, TX (March 3, 2021) – Atlas Technical Consultants, Inc. (Nasdaq: ATCX) (“Atlas” or the “Company”), a leading provider of professional testing, inspection, engineering, environmental, and consulting services, announced today that it has entered into a definitive agreement to acquire Atlantic Engineering Laboratories, Inc. (“AEL”), a full-service materials testing and inspection firm providing on-site quality control and quality assurance services in New York and New Jersey since 2004. With over 275 employees, AEL offers a broad range of testing, inspection and engineering services to educational institutions, developers, and commercial clients.

 

The Company expects to leverage AEL’s best-in-class reputation and technical expertise to accelerate growth through geographic expansion and cross-selling of Atlas’ mission-critical environmental, transportation, engineering, and materials testing services in the Northeast.

 

L. Joe Boyer, Atlas' Chief Executive Officer, said, "We are excited to welcome AEL’s highly respected team to Atlas. Their recurring revenues and low-risk service profile, along with their reputation for superb customer service and proven technical expertise, will provide our industry-leading platform with attractive cross-selling opportunities. As a trusted partner to their clients, AEL has led the execution of high-profile projects across New York and New Jersey, where investment in aging infrastructure supports positive long-term fundamentals for the demand of our combined environmental, materials testing and transportation-related consulting services."

 

AEL’s founder, Chris O’Malley, will continue to lead the AEL team and will focus on driving business development efforts in coordination with Atlas’ Northeast leadership.

 

Mr. O’Malley added, “We couldn’t be more pleased to become a part of the Atlas family. We have a shared passion for providing quality work, and we are invested in the communities we serve. Becoming part of Atlas is an excellent win for our employees and our valuable clients. We look forward to combining our local reputation and inspection expertise with Atlas’ broad array of offerings to scale our business and create additional value.”

 

The transaction is expected to close in the second quarter of 2021 and the terms were not disclosed.

 

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 a nationwide footprint and over 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

 

The statements contained in this press release that are not purely historical are forward-looking statements. Our forward-looking statements include, but are not limited to, statements regarding our or our management team's expectations, hopes, beliefs, intentions, or strategies regarding the future. The information included in this press release in relation to Atlas has been provided by Atlas and its management team, and forward-looking statements include statements relating to Atlas' management team's expectations, hopes, beliefs, intentions, or strategies regarding the future. In addition, any statements that refer to projections, forecasts, or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words "anticipate," "believe," "continue," "could," "estimate," "expect," "intend," "may," "might," "plan," "possible," "potential," "predict," "project," "should," "would" and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. The forward-looking statements contained in this press release are based on our current expectations and beliefs concerning future developments and their potential effects on us and are based on management's experience and perception of historical trends, current conditions, anticipated future developments, and other factors believed to be appropriate. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control), or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to: (1) the effect, impact, potential duration or other implications of the COVID-19 pandemic and any expectations we may have with respect thereto; (2) the risk that our actual results may differ from the guidance we have provided; (3) the ability to recognize the anticipated benefits of our past acquisitions, which may be affected by, among other things, competition, the ability of the Company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain management and key employees; (4) changes adversely affecting the business in which we are engaged; (5) changes in applicable laws or regulations; (6) the possibility that the Company may be adversely affected by other economic, business, and/or competitive factors; and (7) other risks and uncertainties indicated from time to time in the Company's filings with the U.S. Securities and Exchange Commission, including those under "Risk Factors" therein.

 

 

Contacts:

 

Media

Karlene Barron

770-314-5270

karlene.barron@oneatlas.com

 

Investor Relations

512-851-1507

ir@oneatlas.com