Current Report Filing (8-k)
May 11 2020 - 4:30PM
Edgar (US Regulatory)
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): May 11, 2020
ATLAS
TECHNICAL CONSULTANTS, INC.
(Exact
name of registrant as specified in its charter)
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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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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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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☐
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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:
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
2.02
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Results
of Operations and Financial Condition.
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On May 11, 2020, Atlas Technical Consultants, Inc. (the “Company”)
issued a press release announcing its earnings for the quarter ended March 31, 2020. The press release is being furnished as Exhibit
99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information in this Item 2.02 and Exhibit 99.1 shall be deemed
“furnished” and not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated
by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act, whether
made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent
expressly set forth by specific reference in such a filing.
Item
7.01
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Regulation
FD Disclosure.
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The Company will hold an earnings call on May 11, 2020 at 5:00
p.m., Eastern Time (4:00 p.m., Central Standard Time), to discuss its first quarter earnings. The Company also disseminated an
investor presentation to be used in connection with the earnings call. A copy of the investor presentation is furnished as Exhibit
99.2 to this Current Report on Form 8-K.
The
information furnished in this Item 7.01, and Exhibit 99.2 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.
The
Company expressly disclaims any obligation to update or revise any of the information contained in the investor presentation.
The investor presentation is available on the Company’s website located at www.oneatlas.com, although the Company reserves the
right to discontinue that availability at any time.
Item
9.01
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Financial
Statements and Exhibits.
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(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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Dated:
May 11, 2020
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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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