8-K

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): June 2, 2021

ATLAS TECHNICAL CONSULTANTS, INC.
(Exact name of registrant as specified in its charter)

Delaware	001-38745	83-0808563
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

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:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A common stock, $0.0001 par value per share	ATCX	The Nasdaq Stock Market LLC

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 7.01 Regulation FD Disclosure.

On June 2, 2021, Atlas Technical Consultants, Inc. issued a press release announcing its corporate governance enhancement plan and ESG initiatives. The press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information furnished in this Item 7.01, and Exhibit 99.1 attached hereto is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, except as may be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No.	Description
99.1	Press release dated June 2, 2021.

1

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

	ATLAS TECHNICAL CONSULTANTS, INC.
	By:	/s/ L. Joe Boyer
Dated: June 2, 2021		Name:	L. Joe Boyer
		Title:	Chief Executive Officer

2

EX-99.1

Exhibit 99.1

 

Atlas Technical Consultants Announces Corporate Governance Enhancement Plan and ESG Initiatives

Austin, TX (June 2, 2021) – Atlas Technical Consultants, Inc. (Nasdaq: ATCX) (“Atlas” or the “Company”), a leading provider of professional testing, inspection, environmental, engineering, program management, and consulting services, announced today an initiative to enhance its corporate governance practices over the coming years. The corporate governance initiative contemplates a proposal and board recommendation to shareholders to approve the removal of the existing supermajority voting requirement in the Company’s charter and bylaws at the Company’s 2022 annual meeting of shareholders.

“At Atlas we know that best-in-class corporate governance practices are intrinsic to our Company’s long-term success and are a fundamental piece of our overall Environmental, Social and Governance (“ESG”) strategy. The steps we have taken during our first year as a publicly traded company to have an independent and diverse board, and the proposal to remove the supermajority voting requirement at the 2022 shareholders’ meeting reflect our dedication to setting the standard from an ESG perspective,” said Brian K. Ferraioli, Executive Chairman of Atlas. “Our Board and management team have initiated a multi-year plan to transform our corporate governance program from one typical of a newly public company to one of a larger, more mature company as the company continues to grow. Our charter and bylaws currently contain a supermajority voting requirement, which requires a 66^2/3% shareholder vote to amend the provisions of our charter and bylaws along with certain other procedural items. We believe that changing this provision to a simple majority voting standard is the next step in a process of aligning our corporate governance practices as an emerging growth company while increasing value to our shareholders.”

To further support Atlas’s long-term commitment to strong ESG principles, the Board has codified ESG oversight within the charter for the Board’s Nominating, Governance and Sustainability Committee. Atlas has also convened an executive-level ESG Steering Committee, which is sponsored by Atlas’s Chief Executive Officer, L. Joe Boyer. In the summer of 2021, Atlas will be launching a new sustainability presence on its corporate website, which will describe how Atlas plans to support the United Nations’ 2030 Sustainable Development Goals through the following impact themes: Safe & Healthy Infrastructure, Sustainable & Resilient Systems, and Diverse, Equitable & Inclusive Communities. Atlas’s new sustainability webpages will also include Atlas’s first Sustainability Accounting Standards Board (SASB) Disclosures using the Construction and Engineering Standard.

Contacts:

Media

Karlene Barron

770-314-5270

karlene.barron@oneatlas.com

Investor Relations

512-851-1507

ir@oneatlas.com

XML

Cover	Jun. 02, 2021
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jun. 02, 2021
Entity File Number	001-38745
Entity Registrant Name	ATLAS TECHNICAL CONSULTANTS, INC.
Entity Central Index Key	0001751143
Entity Tax Identification Number	83-0808563
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	13215 Bee Cave Parkway
Entity Address, Address Line Two	Building B
Entity Address, Address Line Three	Suite 230
Entity Address, City or Town	Austin
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	78738
City Area Code	(512)
Local Phone Number	851-1501
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class A common stock, $0.0001 par value per share
Trading Symbol	ATCX
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Entity Information, Former Legal or Registered Name	N/A