Item 5.07. Submission of Matters to a Vote of Security Holders.
On March 29, 2023, Atlas Technical Consultants, Inc. (“Atlas”) held a special
meeting of stockholders (the “Atlas Special Meeting”). Prior to the Atlas
Special Meeting, Atlas delivered a definitive proxy statement (the “Proxy
Statement”) to the holders of 39,720,300 shares of common stock, par value
$0.0001 per share, of Atlas (“Atlas Common Stock”), then entitled to vote as of
February 27, 2023, the record date for the Atlas Special Meeting, describing the
Atlas Special Meeting, the Merger (as defined below), the Merger Agreement
Proposal (as defined below), and related information. The Proxy Statement was
filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 1,
2023 and definitive additional proxy materials were filed with the SEC on March
17, 2023.
The Atlas stockholders approved the Merger Agreement Proposal. As set forth in
the Proxy Statement, the Adjournment Proposal (as defined in the Proxy
Statement) would only be presented to Atlas stockholders, if necessary or
appropriate and permitted under the Merger Agreement (as defined below), to
solicit additional proxies if there are insufficient votes to adopt the Merger
Agreement at the time of the Special Meeting. Because the Merger Agreement
Proposal was approved, there was no need to present the Adjournment Proposal to
the Atlas stockholders. The results of the matters voted upon at the Atlas
Special Meeting, as more fully described in the Proxy Statement, are set forth
below.
Proposal No. 1
The approval and adoption of the Agreement and Plan of Merger, dated as of
January 30, 2023 (as it may be amended from time to time, the “Merger
Agreement”), by and among the Company, GI Apple Midco LLC (“Parent”) and GI
Apple Merger Sub LLC (“Merger Sub”), pursuant to which Merger Sub will be merged
within and into the Company (the “Merger”), with the Company surviving the
Merger (the “Merger Agreement Proposal”).
For Against Abstain
31,961,884 53,181 2,713
Item 8.01. Other Events.
On March 29, 2023, Atlas virtually held the Atlas Special Meeting at which the
Atlas stockholders approved and adopted the Merger Agreement.
Closing of the transaction remains subject to customary closing conditions, as
well as the receipt of certain state regulatory approvals and clearances.
Cautionary Note Regarding Forward-Looking Statements
Information set forth in this Current Report on Form 8-K, including statements
as to the expected timing, completion, and effects of the proposed transactions
contemplated by the Merger Agreement, constitute forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. These statements
may be identified by the fact that they use words such as “may,” “will,”
“could,” “should,” “would,” “expect,” “anticipate,” “intend,” “estimate,”
“believe” or similar expressions. Any forward-looking statements contained
herein are based on current plans and expectations and involve risks and
uncertainties that could cause actual outcomes and results to differ materially
from current expectations. These forward-looking statements are subject to risks
and uncertainties, and actual results might differ materially from those
discussed in, or implied by, the forward-looking statements. Such
forward-looking statements may include, but are not limited to, statements about
the anticipated benefits of the Merger, including future financial and operating
results, expected synergies and cost savings related to the Merger, the plans,
objectives, expectations and intentions of Atlas, Parent and the combined
company, the expected timing of the completion of the Merger, the effect,
impact, potential duration or other implications of the COVID-19 pandemic and
any expectations we may have with respect thereto, the ability to recognize the
anticipated benefits of our past acquisitions, which may be affected by, among
other things, competition, the ability of Atlas to grow and manage growth
profitably, maintain relationships with customers and suppliers and retain
management and key employees, changes adversely affecting the business in which
we are engaged, changes in applicable laws or regulations, the possibility that
Atlas may be adversely affected by other economic, business, and/or competitive
factors and other statements that are not historical facts. Such statements are
based upon the current beliefs and expectations of the management of Atlas or
Parent, as applicable, and are qualified by the inherent risks and uncertainties
surrounding future expectations generally, and actual results could differ
materially from those currently anticipated due to a number of risks and
uncertainties. Neither Atlas nor Parent, nor any of their respective directors,
executive officers or advisors, provide any representation, assurance or
guarantee that the occurrence of the events expressed or implied in any
forward-looking statements will actually occur. Among the risks and
uncertainties that could cause actual results to differ from those described in
the forward-looking statements are the following: the occurrence of any event,
change or other circumstances that could give rise to the termination of the
Merger Agreement, the risk that the necessary regulatory approvals may not be
obtained or may be obtained subject to conditions that are not anticipated,
risks that any of the other closing conditions to the Merger may not be
satisfied or waived in a timely manner, risks related to disruption of
management time from ongoing business operations due to the Merger, the effect
of the announcement of the Merger on the ability of Atlas to retain customers
and retain and hire key personnel and maintain relationships with its suppliers
and other business partners, and on their operating results and businesses
generally, the risk that potential litigation in connection with the Merger may
affect the timing or occurrence of the Merger or result in significant costs of
defense, indemnification and liability and transaction costs.
The forward-looking statements are based on the beliefs and assumptions of
Atlas’s management and the information available to Atlas’s management as of the
date of this Current Report on Form 8-K. Atlas cautions investors not to place
undue reliance on expectations regarding future results, levels of activity,
performance, achievements or other forward-looking statements. The information
contained in this document is provided by Atlas as of the date hereof, and,
unless required by law, Atlas does not undertake and specifically disclaims any
obligation to update these forward-looking statements contained in this document
as a result of new information, future events or otherwise.
Discussions of additional risks and uncertainties are and will be contained in
Atlas’s filings with the SEC, including but not limited to the “Risk Factors”
and “Management’s Discussion and Analysis of Financial Condition and Results of
Operations” sections of Atlas’s Annual Report on Form 10-K for the fiscal year
ended December 31, 2022, filed with the SEC on March 15, 2023. You can obtain
copies of Atlas’s filings with the SEC for free at the SEC’s website
(www.sec.gov).
Certain Information Regarding Participants
Atlas and certain of its directors, executive officers and other members of
management and employees may be deemed to be participants in the solicitation of
proxies from Atlas’s stockholders in connection with the Merger. Information
regarding the persons who may, under the rules of the SEC, be considered to be
participants in the solicitation of Atlas’s stockholders in connection with the
Merger are set forth in the Proxy Statement. Additional information regarding
these individuals and any direct or indirect interests they may have in the
Merger are set forth in the Proxy Statement. Information relating to the
foregoing can also be found in Atlas’s Annual Report on Form 10-K for the year
ended December 31, 2021, which was filed with the SEC on March 16, 2022, and in
its proxy statement for the 2022 Annual Meeting, which was filed with the SEC on
April 26, 2022. To the extent holdings of Atlas’s securities have changed since
the amounts printed in the proxy statement for the 2022 Annual Meeting, such
changes have been or will be reflected on Statements of Change in Ownership on
Form 4 and Form 5 filed with the SEC. Other information regarding the
participants in the proxy solicitation and a description of their direct and
indirect interests, by security holdings or otherwise, will be contained in the
proxy statement and other relevant materials to be filed with the SEC when they
become available. These documents will be available free of charge from the
sources indicated below.
Important Information and Where to Find It
This communication is being made in respect of the Merger involving Parent and
Atlas. Atlas filed with the SEC the Proxy Statement in connection with the
solicitation of proxies for the Atlas Special Meeting. The Proxy Statement was
sent to the stockholders of Atlas on or about February 28, 2023. Atlas will file
with the SEC any other necessary and relevant documents with respect to the
Atlas Special Meeting. INVESTORS AND STOCKHOLDERS OF ATLAS ARE URGED TO READ THE
DEFINITIVE PROXY STATEMENT AND OTHER RELEVANT MATERIALS, WHEN THEY ARE
AVAILABLE, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT ATLAS, THE ENTITIES CONTROLLED BY GI PARTNERS ACQUIRING ATLAS
AND THE MERGER.
Investors and security holders can obtain these materials and other relevant
documents filed with the SEC, when they are available, free of charge at the
SEC’s website, www.sec.gov. In addition, copies of the Proxy Statement may be
obtained free of charge by accessing Atlas’s website at www.oneatlas.com or by
contacting Atlas’s investor relations department by email at ir@oneatlas.com.
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