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): October 19, 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
8.01. Other Events
On October 19, 2020, Atlas Technical Consultants,
Inc., a Delaware corporation (the “Company”), issued a press release announcing the commencement of (i) its offer to
each holder of its outstanding warrants, including the public warrants and the private placement warrants (collectively, the “warrants”),
each to purchase shares of Class A common stock, par value $0.0001 per share (“Class A common stock”), of the Company,
the opportunity 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”), and (ii) the solicitation of consents (the “Consent Solicitation”)
from holders of the warrants to amend the Warrant Agreement, dated as of November 15, 2018, by and between the Company and Continental
Stock Transfer & Trust Company, which governs all of the warrants (the “Warrant Amendment”). As of October 19,
2020, an affiliate of BlueCrest Capital Management Ltd., which holds 8,870,000 public warrants, representing approximately 37.3%
of the total warrants outstanding, has agreed to tender its warrants in the Offer and to consent to the Warrant Amendment in the
Consent Solicitation, pursuant to a tender and support agreement. Additionally, Boxwood Sponsor LLC, which holds 3,750,000 private
placement warrants, representing approximately 15.8% of the total warrants outstanding, has agreed to tender its warrants in the
Offer and to consent to the Warrant Amendment in the Consent Solicitation, pursuant to a tender and support agreement. Accordingly,
since holders of approximately 53.1% of the total warrants outstanding have agreed to consent to the Warrant Amendment in the Consent
Solicitation, if the other conditions described herein are satisfied or waived, then the Warrant Amendment will be adopted.
The Offer and Consent Solicitation are
made solely upon the terms and conditions in a Prospectus/Offer to Exchange and other related offering materials that are being
distributed to holders of the warrants. The Offer and Consent Solicitation will be open until midnight (end of day), Eastern Standard
Time, on November 16, 2020, or such later time and date to which the Company may extend.
A copy of the press release is attached
as Exhibit 99.1 and is incorporated by reference herein.
Forward Looking Statements
This Current Report includes certain statements
that may constitute “forward-looking statements” for purposes of the federal securities laws. Forward-looking statements
include, but are not limited to, statements that refer to projections, forecasts or other characterizations of future events or
circumstances, including any underlying assumptions. The words “anticipate,” “believe,” “continue,”
“could,” “estimate,” “expect,” “intends,” “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. Forward-looking statements may include, for example, statements about the timing of the
Offer or the Company’s ability to consummate the Offer. These forward-looking statements are based on information available
as of the date of this Current Report, and current expectations, forecasts and assumptions, and involve a number of judgments,
risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing the Company’s
views as of any subsequent date, and the Company does not undertake any obligation to update forward-looking statements to reflect
events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except
as may be required under applicable securities laws. You should not place undue reliance on these forward-looking statements. As
a result of a number of known and unknown risks and uncertainties, actual results may be materially different from those expressed
or implied by these forward-looking statements, including that the Company will be able to commence the Offer on the time frame
referenced herein.
Item
9.01. Financial Statements and Exhibits
The
following exhibits are being filed herewith:
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.
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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: October 19, 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
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