Post-effective Amendment to an S-8 Filing (s-8 Pos)
19 Abril 2023 - 8:39AM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission
on April 19, 2023
Registration No. 333-251041
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO.
1 TO FORM S-8 REGISTRATION STATEMENT REGISTRATION STATEMENT NO. 333-251041
UNDER THE SECURITIES ACT OF 1933
Atlas
Technical Consultants, Inc.
(Exact name of registrant as specified in its charter)
Delaware |
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83-0808563 |
(State or other jurisdiction of |
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(I.R.S. Employer |
incorporation or organization) |
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Identification No.) |
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13215 Bee Cave Parkway, Building B, Suite 230
Austin, Texas |
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78738 |
(Address of Principal Executive Offices) |
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(Zip Code) |
Atlas Technical Consultants, Inc. 2019 Omnibus
Incentive Plan
(Full title of the plan)
(512) 851-1501
(Telephone Number, Including Area Code, of agent
for service)
L. Joe Boyer
Chief Executive Officer
13215 Bee Cave Parkway Building B, Suite 230
Austin, Texas 78738
(512) 851-1501
(Name, Address, Including Zip Code and Telephone
Number, Including Area Code, of Agent for Service)
Copies of communications to:
Neill Jakobe
Brandon Howald
Ropes &
Gray LLP
Three Embarcadero
Center
San Francisco,
CA 94111
Tel: (415) 315-6300
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated
filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer |
☐ |
Accelerated filer |
☒ |
Non-accelerated filer |
☐ |
Smaller Reporting Company |
☒ |
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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 7(a)(2)(B) of the Securities Act of 1933, as amended (the “Securities Act”). ☐
DEREGISTRATION OF SECURITIES
This Post-Effective
Amendment relates to Registration Statement No. 333-251041 on Form S-8 (the “Registration Statement”), filed by Atlas Technical
Consultants, Inc., a Delaware corporation (the “Company”) with the Securities and Exchange Commission on November 30, 2020,
pertaining to the registration of 641,007 shares of the Company’s Class A common stock, par value $0.0001 per share under the Atlas
Technical Consultants, Inc. 2019 Omnibus Incentive Plan.
On January 30, 2023,
the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with GI Apple Midco LLC, a Delaware limited
liability company (“Parent”) and GI Merger Sub LLC, a Delaware limited liability company and a wholly owned subsidiary of
Parent (“Merger Sub”), pursuant to which Merger Sub has merged with and into the Company (the “Merger”), with
the Company surviving the Merger as a subsidiary of Parent. The Merger became effective on April 19, 2023.
In connection with
the closing of the Merger, the Company has terminated all offerings of its securities pursuant to its existing registration statements,
including the Registration Statement. In accordance with an undertaking made by the Company in the Registration Statement to remove from
registration, by means of a post-effective amendment, any securities that remain unsold at the termination of the offerings, the Company
hereby amends the Registration Statement to remove from registration any and all securities of the Company registered under the Registration
Statement that remain unsold.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the Company certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment to the Registration Statement on Form S-8
to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Austin, State of Texas, on the 19th
day of April, 2023..
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Atlas Technical Consultants, Inc. |
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By: |
/s/ L. Joe Boyer |
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Name: |
L. Joe Boyer |
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Title: |
Chief Executive Officer |
No
other person is required to sign this Post-Effective Amendment to the Registration Statement in reliance upon Rule 478 under the Securities
Act of 1933, as amended.
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