Current Report Filing (8-k)
16 März 2023 - 1:09PM
Edgar (US Regulatory)
0001751143
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0001751143
2023-03-16
2023-03-16
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): March 16, 2023
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) |
|
(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 (see General Instruction A.2.
below):
| ☐ | 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 2.02 Results of Operations and Financial
Condition.
On March 16, 2023, Atlas Technical
Consultants, Inc. (the “Company”) issued a press release announcing its earnings for the fourth quarter and fiscal year ended
December 30, 2022. 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 Company’s press
release contains non-GAAP financial measures. Generally, a non-GAAP financial measure is a numerical measure of a company’s performance,
financial position, or cash flows that either excludes or includes amounts that are not normally excluded or included in the most directly
comparable measure calculated and presented in accordance with United States generally accepted accounting principles, or GAAP. Pursuant
to the requirements of Regulation G, the Company has provided within the press release quantitative reconciliations of the non-GAAP financial
measures to the most directly comparable GAAP financial measures.
The information in this Item
2.02 and Exhibit 99.1 shall be deemed “furnished” and not “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall
not be deemed to be incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or
the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except
to the extent expressly set forth by specific reference in such a filing.
Cautionary Note Regarding
Forward-Looking Statements
Many
of the statements included in this Current Report on Form 8-K and the furnished exhibits constitute “forward-looking statements.”
In particular, they may include statements relating to future actions, strategies, future operating and financial performance, and the
Company’s future financial results. These forward-looking statements are based on current expectations and projections about future
events. Readers are cautioned that forward-looking statements are not guarantees of future operating and financial performance or results
and involve substantial risks and uncertainties that cannot be predicted or quantified, and consequently, the actual performance of the
Company may differ materially from those expressed or implied by such forward-looking statements. Such risks and uncertainties include,
but are not limited to, factors described from time to time in the Company’s Annual Report on Form 10-K and Quarterly Reports on
Form 10-Q filed with the Securities and Exchange Commission (including the sections entitled “Risk Factors” and “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” contained therein).
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
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.
Dated: March 16, 2023 |
ATLAS TECHNICAL CONSULTANTS, INC. |
|
|
|
|
By: |
/s/ L. Joe Boyer |
|
Name: |
L. Joe Boyer |
|
Title: |
Chief Executive Officer |
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