UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

Atlas Technical Consultants, Inc.

(Name of Issuer)

Class A Common Stock, $0.0001 Par Value

(Title of Class of Securities)

049430119

(CUSIP Number)

PTE Holdings, Inc.

1500 Broadway, Suite 1117

Lubbock, Texas 79401

(806) 438 – 0089

 

With a Copy To:

 

Samuel E. Whitley

Whitley LLP Attorneys at Law

11757 Katy Freeway, Suite 1300

Houston, Texas 77079

(281) 206 – 0433

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

August 25, 2020

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 
 

 

         
CUSIP No. 10319T200        
         

 

         
1.  

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

PTE HOLDINGS, INC.

   
2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)    ¨
(b)    X
   
3.   SEC USE ONLY
 
   
4.   SOURCE OF FUNDS (see instructions)
 
SC
   
5.   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)     ¨    
6.   CITIZENSHIP OR PLACE OF ORGANIZATION
 
TEXAS
   

 

         
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH   7.   SOLE VOTING POWER
 
189,962
  8.   SHARED VOTING POWER
 
NONE
  9.   SOLE DISPOSITIVE POWER
 
189,962
  10.   SHARED DISPOSITIVE POWER
 
NONE

 

         
11.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

189,962
   
12.   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions)    ¨
   
13.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

3.19%
   
14.   TYPE OF REPORTING PERSON (see instructions)

CO
   
           
                   
 
 

 

CUSIP No. 10319T200        
         
             

 

         
1.  

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

DAVID L. MILLER

   
2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)    ¨
(b)    X
   
3.   SEC USE ONLY
 
   
4.   SOURCE OF FUNDS (see instructions)
 
SC
   
5.   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)     ¨    
6.   CITIZENSHIP OR PLACE OF ORGANIZATION
 
TEXAS
   

 

         
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH   7.   SOLE VOTING POWER
 
NONE
  8.   SHARED VOTING POWER
 
189,962
  9.   SOLE DISPOSITIVE POWER
 
NONE
  10.   SHARED DISPOSITIVE POWER
 
189,962

 

         
11.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

189,962
   
12.   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions)    ¨
   
13.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

3.19%
   
14.   TYPE OF REPORTING PERSON (see instructions)

IN
   
           
                   
 
 

 

CUSIP No. 10319T200        
         

 

         
1.  

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

ROBERT COMEY

   
2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)    ¨
(b)    X
   
3.   SEC USE ONLY
 
   
4.   SOURCE OF FUNDS (see instructions)
 
SC
   
5.   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)     ¨    
6.   CITIZENSHIP OR PLACE OF ORGANIZATION
 
UNITED STATES
   

 

         
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH   7.   SOLE VOTING POWER
 
NONE
  8.   SHARED VOTING POWER
 
189,962
  9.   SOLE DISPOSITIVE POWER
 
NONE
  10.   SHARED DISPOSITIVE POWER
 
189,962

 

         
11.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

189,962
   
12.   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions)    ¨
   
13.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

3.19%
   
14.   TYPE OF REPORTING PERSON (see instructions)

IN
   
 
 

 

 

CUSIP No. 10319T200

       
         

 

         
1.  

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

MAGHSOUD TAHMORESSI

   
2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)    ¨
(b)    X
   
3.   SEC USE ONLY
 
   
4.   SOURCE OF FUNDS (see instructions)
 
SC
   
5.   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)     ¨    
6.   CITIZENSHIP OR PLACE OF ORGANIZATION
 
UNITED STATES
   

 

         
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH   7.   SOLE VOTING POWER
 
NONE
  8.   SHARED VOTING POWER
 
189,962
  9.   SOLE DISPOSITIVE POWER
 
NONE
  10.   SHARED DISPOSITIVE POWER
 
189,962

 

         
11.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

189,962
   
12.   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions)    ¨
   
13.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

3.19%
   
14.   TYPE OF REPORTING PERSON (see instructions)

IN
   
 
 

 

         
CUSIP No. 10319T200        

 

Item 1.  Security and Issuer.

This Amendment No. 1 to Schedule 13D (this “Amendment No. 1”) relates to the Schedule 13D filed on June 24, 2020 (the “Initial 13D”) by the Reporting Persons, relating to the shares of Class A common stock, $0.0001 par value, of Atlas. Capitalized terms used but not defined in this Amendment No. 1 shall have the meaning set forth in the Initial 13D. This Amendment No. 1 amends and supplements Items 4, 5, 6 and 7 of the Initial 13D, as set forth below.

 

Item 4.  Purpose of Transaction.

On August 25, 2020, PTE sold 2,187,500 units of Atlas TC Holdings LLC and 2,187,500 shares of Atlas’ Class B common stock. As a result of this transaction, a change in beneficial ownership has resulted in the Reporting Persons no longer owning 5% or more of the outstanding shares of Atlas, therefore no future filings are required.

PTE may sell Class A common stock of Atlas in its sole discretion and at such times as it deems convenient, subject to applicable law. PTE may acquire an additional 1,877,313 shares of Class A common stock of Atlas upon the conversion of PTE’s units of AS&M Holdings LP.

In addition, Mr. Miller, as Chief Strategy Officer of Atlas, is entitled to receive restricted stock units of Atlas which are convertible into Class A common stock of Atlas in connection with his employment with Atlas. Mr. Miller may sell any such shares in his sole discretion and at such times as he deems convenient, subject to applicable law.

The Reporting Persons have entered into a shareholder agreement relating to PTE. Pursuant to this agreement, Mr. Miller, Mr. Comey, and Mr. Tahmoressi have a right of first refusal on the shares of PTE that each one of them owns. Mr. Miller, Mr. Comey, and Mr. Tahmoressi intend to sell their shares in PTE by the end of 2020 at such times and in such amounts as they may deem convenient.

The Reporting Persons do not intend to take any of the actions described in subsections (a) through (j) of Item 4 of Schedule 13D.

 

Item 5.  Interest in Securities of the Issuer.

Following the transaction described in Item 4 above, PTE beneficially owns an aggregate amount of 189,962 shares of Atlas Class A common stock through its ownership of Class B common stock of Atlas and units of Atlas TC Holdings LLC. In addition, PTE may acquire an additional 1,877,313 shares of Class A common stock of Atlas upon the conversion of PTE’s units of AS&M Holdings LP. PTE may sell Class A common stock of Atlas in its sole discretion and at such times as it deems convenient, subject to applicable law.

Mr. Miller, Mr. Comey, and Mr. Tahmoressi comprise the Board of Directors of PTE. As such, they may share power to direct the vote and to direct the disposition of PTE’s shares of Atlas. In addition, Mr. Miller and Mr. Tahmoressi own shares of common stock of PTE. A trust of which Mr. Comey is the trustee owns shares of PTE.

Each Reporting Person other than PTE disclaims beneficial ownership of the securities discussed herein.

 

Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

On August 25, 2020, PTE entered into a Securities Purchase Agreement with AS&M SPV, LLC, to sell 2,187,500 shares of Atlas Class B common stock and 2,187,500 units of Atlas TC Holdings owned by PTE for $16,350,000.

 

Item 7.  Material to Be Filed as Exhibits.

 

Exhibit 99.1 Securities Purchase Agreement

 
 

 

         
CUSIP No. 10319T200        
         

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

PTE HOLDINGS, INC.

 

By: /s/ David L. Miller

 

David L. Miller

 

Chief Executive Officer

 

September 3, 2020

 

 
DAVID L. MILLER
 

/s/ David L. Miller

 

September 3, 2020

 

 
ROBERT COMEY
 

/s/ Robert Comey, by David L. Miller as Attorney-in-Fact

 

September 3, 2020

 

 
MAGHSOUD TAHMORESSI
 

/s/ Maghsound Tahmoressi, by David L. Miller as Attorney-in-Fact

 

September 3, 2020

 

 

 

 

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