As filed with the Securities
and Exchange Commission on April 19, 2023
Registration No. 333-256857
Registration No. 333-264016
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO.
1 TO FORM S-3 REGISTRATION STATEMENT REGISTRATION
STATEMENT NO. 256857
POST-EFFECTIVE AMENDMENT NO.
1 TO FORM S-3 REGISTRATION STATEMENT REGISTRATION
STATEMENT NO. 264016
UNDER THE SECURITIES
ACT OF 1933
Atlas Technical
Consultants, Inc.
(Exact name of registrant as specified in its charter)
Delaware |
|
83-0808563 |
(State or other jurisdiction of |
|
(I.R.S. Employer |
incorporation or organization) |
|
Identification No.) |
|
|
|
13215 Bee Cave Parkway, Building B, Suite 230
Austin, Texas |
|
78738 |
(Address of Principal Executive Offices) |
|
(Zip Code) |
(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
Approximate date of commencement of proposed sale
to the public: Not Applicable. This post-effective amendment deregisters all of the securities that were unsold under the registration
statement as of the date hereof.
If the only securities being registered on this
Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: ☐
If any of the securities being registered on this Form
are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered
only in connection with dividend or interest reinvestment plans, check the following box: ☐
If this Form is filed to register additional securities
for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same offering: ☐
If this Form is a post-effective amendment filed pursuant
to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering: ☐
If this Form is a registration statement
pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the
Commission pursuant to Rule 462(e) under the Securities Act, check the following box: ☐
If this Form is a post-effective amendment to a registration
statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant
to Rule 413(b) under the Securities Act, check the following box: ☐
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions
of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging
growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer |
☐ |
|
Accelerated filer |
☒ |
Non-accelerated filer |
☐ |
|
Smaller reporting company |
☒ |
|
|
|
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: ☐
DEREGISTRATION OF UNSOLD SECURITIES
These Post-Effective Amendments related to
the following Registration Statements on Form S-3 (collectively, the “Registration Statements”), filed by Atlas
Technical Consultants, Inc., a Delaware corporation (the “Company”), are being filed to withdraw from registration any
and all securities of the Company that remain unsold under such Registration Statements:
| ● | Registration Statement on Form S-3 filed on March 31, 2022
(File No. 333-264016). |
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 Statements.
In accordance with an undertaking made by the Company in the Registration Statements 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 Statements
to remove from registration any and all securities of the Company registered under the Registration Statements 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-3 and has duly caused these Post-Effective Amendments to the Registration Statements on Form S-3 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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|
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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 these Post-Effective
Amendments in reliance upon Rule 478 under the Securities Act of 1933, as amended.
2
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