Statement of Ownership (sc 13g)
October 09 2020 - 6:01AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. )*
Atlas
Technical Consultants, Inc.
(Name
of Issuer)
Class
A Common Stock, par value $0.0001 per share
(Title
of Class of Securities)
049430119
(CUSIP
Number)
September
29, 2020
(Date
of Event which Requires Filing of this Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
*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 the disclosures provided
in a prior cover page.
The
information required in 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 (the “Exchange Act”) or otherwise subject to the liabilities of that section
of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes).
SCHEDULE
13G
1
|
NAMES OF REPORTING PERSONS
|
AVS Holdings Services Inc.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
(a) ☐
|
(b) ☒
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
California
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
|
776,197
|
6
|
SHARED VOTING POWER
|
0
|
7
|
SOLE DISPOSITIVE POWER
|
776,197
|
8
|
SHARED DISPOSITIVE POWER
|
0
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
776,197(1)
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
|
☐
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
11.82%(2)
|
12
|
TYPE OF REPORTING PERSON (see instructions)
|
CO
|
(1)
|
Represents
shares of the Issuer’s Class A common stock, par value $0.0001 per share (“Class A common stock”), which
may be issuable to the Reporting Person upon the exchange of 776,197 units (“Opco Units”) representing ownership
interests in Atlas TC Holdings LLC, a wholly-owned subsidiary of the Issuer (“Holdings”), together with an equal
number of shares of the Issuer’s Class B common stock, par value $0.0001 per share (“Class B common stock”),
pursuant to the amended and restated limited liability company agreement of Holdings (the “Holdings LLC Agreement”).
|
(2)
|
Based
on 6,569,231 shares of Class A common stock, assuming (i) 5,793,034 shares of Class A common stock outstanding as of September
30, 2020, and (ii) 776,197 shares of Class A common stock issuable to the Reporting Person upon the exchange of 776,197 Opco
Units (together with an equal number of shares of Class B common stock).
|
SCHEDULE
13G
1
|
NAMES OF REPORTING PERSONS
|
Patrick
Lowry
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
(a) ☐
|
(b) ☒
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
United
States of America
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
|
0
|
6
|
SHARED VOTING POWER
|
776,197
|
7
|
SOLE DISPOSITIVE POWER
|
0
|
8
|
SHARED DISPOSITIVE POWER
|
776,197
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
776,197(1)
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
|
☐
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
11.82%(2)
|
12
|
TYPE OF REPORTING PERSON (see instructions)
|
IN
|
(1)
|
Represents
shares of the Class A common stock, which may be issuable to the Reporting Persons upon the exchange of 776,197 Opco Units,
together with an equal number of shares of Class B common stock, pursuant to the Holdings LLC Agreement.
|
(2)
|
Based
on 6,569,231 shares of Class A common stock, assuming (i) 5,793,034 shares of Class A common stock outstanding as of September
30, 2020, and (ii) 776,197 shares of Class A common stock issuable to the Reporting Person upon the exchange of 776,197 Opco
Units (together with an equal number of shares of Class B common stock).
|
STATEMENT
ON SCHEDULE 13G
Pursuant
to Rule 13d-1(c) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), each of the persons listed
below under Item 2 (each a “Reporting Person,” and collectively the “Reporting Persons”), have agreed
to file one statement with respect to their beneficial ownership of Class A Common Stock, par value $0.0001 per share (“Class
A Common Stock”) of Atlas Technical Consultants, Inc. (the “Issuer”).
Item
1.
Atlas
Technical Consultants, Inc.
(b)
|
Address
of Issuer’s Principal Executive Offices:
|
13215
Bee Cave Parkway
Bldg.
B, Ste. 230
Austin,
TX 78738
Item
2.
(a)
|
Name
of Person Filing:
|
AVS
Holdings Services Inc., a California corporation
Patrick
Lowry
(b)
|
Address
of Principal Business Office or, if None, Residence:
|
The
principal business office for all persons filing is:
555
12th St., Suite 910
Oakland,
CA 94607
See
Item 4 of each cover page.
(d)
|
Title
and Class of Securities:
|
Class
A Common Stock, par value $0.0001 per share.
049430119
Not
applicable.
(a)
|
Amount
beneficially owned:
|
The
ownership percentages reported in this Schedule 13G are based on 6,569,231 shares of Class A common stock outstanding, assuming
(i) 5,793,034 shares of Class A common stock outstanding as of September 30, 2020, and (ii) 776,197 shares of Class A common stock
issuable to the Reporting Person upon the exchange of 776,197 units (“Opco Units”) representing ownership interests
in Atlas TC Holdings LLC, a wholly-owned subsidiary of the Issuer (“Holdings”), together with an equal number of shares
of Class B common stock, par value $0.0001 per share (“Class B common stock”) of the Issuer, pursuant to the amended
and restated limited liability company agreement of Holdings (the “Holdings LLC Agreement”).
AVS
Holdings Services Inc. (“AVS”) directly holds 776,197 Opco Units (together with an equal number of shares of Class
B common stock) and may be deemed to beneficially own 776,197 shares of Class A common stock issuable upon the exchange of such
Opco Units and Class B common stock, which represents 11.82% of the total number of shares of Class A common stock outstanding
following such redemption.
Mr.
Lowry is the President of AVS, and by reason of the provisions of Rule 16a-1 of the Exchange Act, Mr. Lowry may be deemed to have
an indirect pecuniary interest in the securities held directly by AVS. Mr. Lowry disclaims beneficial ownership of such securities
except to the extent of his pecuniary interest in AVS, and this report shall not otherwise be deemed an admission that he is the
beneficial owner of such securities for purposes of Section 16 or for any other purpose.
See
Item 4(a) above.
(c)
|
Number
of shares as to which the person has:
|
|
(i)
|
Sole
power to vote or to direct the vote:
|
See
Item 5 of each cover page.
|
(ii)
|
Shared
power to vote or to direct the vote:
|
See
Item 6 of each cover page.
|
(iii)
|
Sole
power to dispose or to direct the disposition of:
|
See
Item 7 of each cover page.
|
(iv)
|
Shared
power to dispose or to direct the disposition of:
|
See
Item 8 of each cover page.
Item
5.
|
Ownership
of Five Percent or Less of a Class.
|
Not
applicable.
Item
6.
|
Ownership
of More than Five Percent on Behalf of Another Person.
|
See
Item 4 above. To the best knowledge of the Reporting Persons, no one other than the Reporting Persons and the partners, members,
affiliates and shareholders of the Reporting Persons has the right to receive or the power to direct the receipt of dividends
from, or the proceeds from the sale of, shares of Class A common stock.
|
Item
7.
|
Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.
|
Not
applicable.
Item
8.
|
Identification
and Classification of Members of the Group.
|
See
Item 4 above.
Item
9.
|
Notice
of Dissolution of Group.
|
Not
applicable.
Not
applicable.
SIGNATURES
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.
Dated:
October 8, 2020
|
AVS
HOLDING SERVICES INC.
|
|
|
|
|
By:
|
/s/
Patrick Lowry
|
|
Name:
|
Patrick
Lowry
|
|
Title:
|
Director
|
|
|
|
|
PATRICK
LOWRY
|
|
|
|
|
By:
|
/s/
Patrick Lowry
|
|
Name:
|
Patrick
Lowry
|
EXHIBITS
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