Amended Statement of Ownership (sc 13g/a)
13 Febrero 2023 - 3:51PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G/A
Under
the Securities Exchange Act of 1934
(Amendment
No. 1)*
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)
December 31, 2022
(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 |
|
|
Engineering
& Testing Services Holdings Corporation |
|
|
|
|
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 |
|
|
Delaware |
|
|
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING
PERSON WITH |
5 |
SOLE
VOTING POWER |
|
|
20,000 |
|
|
|
|
6 |
SHARED
VOTING POWER |
|
|
0 |
|
|
|
|
7 |
SOLE
DISPOSITIVE POWER |
|
|
20,000 |
|
|
|
|
8 |
SHARED
DISPOSITIVE POWER |
|
|
0 |
|
|
|
|
9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
20,000 |
|
|
|
|
10 |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) |
|
|
☐ |
|
|
|
|
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
|
|
0.05%(1) |
|
|
|
|
12 |
TYPE
OF REPORTING PERSON (see instructions) |
|
|
CO |
|
|
|
|
|
|
|
|
|
|
| (1) | Based on 37,721,053 shares of the Issuer’s Class A common
stock, par value $0.0001 per share (“Class A common stock”) outstanding as of November 7, 2022, as reported in the Issuer’s
quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2022 (the “Form 10-Q”). |
SCHEDULE
13G
1 |
NAMES
OF REPORTING PERSONS |
|
|
Engineering
Services Holdings Corporation |
|
|
|
|
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 |
|
|
Delaware |
|
|
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING
PERSON WITH |
5 |
SOLE
VOTING POWER |
|
|
5,000 |
|
|
|
|
6 |
SHARED
VOTING POWER |
|
|
0 |
|
|
|
|
7 |
SOLE
DISPOSITIVE POWER |
|
|
5,000 |
|
|
|
|
8 |
SHARED
DISPOSITIVE POWER |
|
|
0 |
|
|
|
|
9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
5,000 |
|
|
|
|
10 |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) |
|
|
☐ |
|
|
|
|
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
|
|
0.01%(1) |
|
|
|
|
12 |
TYPE
OF REPORTING PERSON (see instructions) |
|
|
CO |
|
|
|
|
|
|
|
|
|
|
| (1) | Based on 37,721,053 shares of Class A common stock outstanding
as of November 7, 2022, as reported on the Form 10-Q. |
SCHEDULE
13G
1 |
NAMES
OF REPORTING PERSONS |
|
|
CEL
Consulting Holdings Corporation |
|
|
|
|
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 |
|
|
Delaware |
|
|
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING
PERSON WITH |
5 |
SOLE
VOTING POWER |
|
|
15,000 |
|
|
|
|
6 |
SHARED
VOTING POWER |
|
|
0 |
|
|
|
|
7 |
SOLE
DISPOSITIVE POWER |
|
|
15,000 |
|
|
|
|
8 |
SHARED
DISPOSITIVE POWER |
|
|
0 |
|
|
|
|
9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
15,000 |
|
|
|
|
10 |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) |
|
|
☐ |
|
|
|
|
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
|
|
0.04%(1) |
|
|
|
|
12 |
TYPE
OF REPORTING PERSON (see instructions) |
|
|
CO |
|
|
|
|
|
|
|
|
|
|
| (1) | Based on 37,721,053 shares of Class A common stock outstanding
as of November 7, 2022, as reported on the Form 10-Q. |
SCHEDULE
13G
1 |
NAMES
OF REPORTING PERSONS |
|
|
Gary
M. Cappa |
|
|
|
|
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 |
|
|
1,137,681 |
|
|
|
|
7 |
SOLE
DISPOSITIVE POWER |
|
|
0 |
|
|
|
|
8 |
SHARED
DISPOSITIVE POWER |
|
|
1,137,681 |
|
|
|
|
9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
1,137,681 |
|
|
|
|
10 |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) |
|
|
☐ |
|
|
|
|
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
|
|
3.02%(1) |
|
|
|
|
12 |
TYPE
OF REPORTING PERSON (see instructions) |
|
|
IN |
|
|
|
|
|
|
|
|
|
|
| (1) | Based on 37,721,053 shares of Class A common stock outstanding
as of November 7, 2022, as reported on the Form 10-Q. |
STATEMENT
ON SCHEDULE 13G
Pursuant to Rule 13d-1(c) under 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 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: |
Engineering
& Testing Services Holdings Corporation, a Delaware corporation
Engineering
Services Holdings Corporation, a Delaware corporation
CEL
Consulting Holdings Corporation, a Delaware corporation
Gary
M. Cappa
(b) |
Address
of Principal Business Office or, if None, Residence: |
The
principal business office for all persons filing is:
2001
Crow Canyon Rd., Suite 200
San
Ramon, CA 94583
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: |
See response to Item 9 on each cover page.
Engineering & Testing Services Holdings Corporation
(“ETS”), Engineering Services Holdings Corporation (“ETS Holdings”) and CEL Consulting Holdings Corporation
(“CEL Holdings”) are managed by Mr. Cappa. By reason of the provisions of Rule 16a-1 of the Exchange Act, Mr. Cappa may
be deemed to have an indirect pecuniary interest in the securities held directly by ETS, ETS Holdings and CEL Holdings. Mr. Cappa
disclaims beneficial ownership of such securities except to the extent of his pecuniary interest in ETS, ETS Holdings and CEL
Holdings, 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 response to Item 11 on each cover page.
(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. |
If this statement is being filed to report the fact that
as of the date hereof the Reporting Person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check
the following ☒.
Item
6. |
Ownership
of More than Five Percent on Behalf of Another Person. |
Not applicable.
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:
February 13, 2023
|
ENGINEERING & TESTING SERVICES HOLDINGS CORPORATION |
|
|
|
|
By: |
/s/ Gary M. Cappa |
|
Name: |
Gary M. Cappa |
|
Title: |
Director |
|
|
|
|
ENGINEERING SERVICES HOLDINGS CORPORATION |
|
|
|
|
By: |
/s/ Gary M. Cappa |
|
Name: |
Gary M. Cappa |
|
Title: |
Director |
|
|
|
|
CEL CONSULTING HOLDINGS CORPORATION |
|
|
|
|
By: |
/s/ Gary M. Cappa |
|
Name: |
Gary M. Cappa |
|
Title: |
Director |
|
|
|
|
GARY M. CAPPA |
|
|
|
|
By: |
/s/ Gary M. Cappa |
|
Name: |
Gary M. Cappa |
|
Title: |
Director |
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