Atlas Energy Solutions Files 8-K

TL;DR

Atlas Energy Solutions signed a new material agreement on Jan 30, 2025. Details to follow.

AI Summary

Atlas Energy Solutions Inc. entered into a Material Definitive Agreement on January 30, 2025. The filing also includes Regulation FD Disclosures and Financial Statements and Exhibits. The company, formerly known as New Atlas HoldCo Inc., is incorporated in Delaware and headquartered in Austin, Texas.

Why It Matters

This 8-K filing indicates a significant event for Atlas Energy Solutions, potentially involving a new material agreement that could impact its operations and financial standing.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new risks or opportunities that are not yet fully understood.

Key Players & Entities

• Atlas Energy Solutions Inc. (company) — Registrant
• New Atlas HoldCo Inc. (company) — Former company name
• January 30, 2025 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• Austin, Texas (location) — Principal Executive Office

FAQ

Key Financial Figures

• $0.01 — 0,000 shares of common stock, par value $0.01 per share, of the Company (the "Common
• $254.1 million — ompany intends to use the approximately $254.1 million of net proceeds from the Offering (i) t

Filing Documents

• tm252780d6_8k.htm (8-K) — 33KB
• tm252780d6_ex1-1.htm (EX-1.1) — 173KB
• tm252780d6_ex5-1.htm (EX-5.1) — 10KB
• tm252780d6_ex99-1.htm (EX-99.1) — 18KB
• tm252780d6_ex5-1img001.jpg (GRAPHIC) — 2KB
• tm252780d6_ex5-1img002.jpg (GRAPHIC) — 1KB
• tm252780d6_ex99-1img001.jpg (GRAPHIC) — 15KB
• 0001104659-25-008653.txt ( ) — 483KB
• aesi-20250130.xsd (EX-101.SCH) — 3KB
• aesi-20250130_lab.xml (EX-101.LAB) — 33KB
• aesi-20250130_pre.xml (EX-101.PRE) — 22KB
• tm252780d6_8k_htm.xml (XML) — 4KB

01 Entry

Item 1.01 Entry into a Material Definitive Agreement. On January 30, 2025, Atlas Energy Solutions Inc. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with Goldman Sachs & Co. LLC and Piper Sandler & Co., as representatives of the several underwriters (the "Underwriters"), relating to the previously announced underwritten offering of 11,500,000 shares of common stock, par value $0.01 per share, of the Company (the "Common Stock" and such offering, the "Offering"). Under the terms of the Underwriting Agreement, the Company granted the Underwriters a 30-day option to purchase up to 1,725,000 additional shares of Common Stock (the "Option"). In connection with the Offering, Ben M. "Bud" Brigham, the Company's Executive Chairman, purchased an aggregate of approximately 0.2 million shares of Common Stock in the Offering at the public offering price per share. In connection therewith, the Underwriters received a reduced underwriting discount on such shares purchased by Mr. Brigham compared with the other shares sold to the public in the Offering. The Underwriting Agreement contains customary representations and warranties, agreements and obligations, closing conditions and termination provisions. The Company has agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the "Securities Act"), and to contribute to any payment that the Underwriters may be required to make because of any of those liabilities. The Offering was made pursuant to a shelf registration statement on Form S-3 (File No. 333-279434) (the "Registration Statement") that was filed with the U.S. Securities and Exchange Commission (the "SEC") and became effective on May 15, 2024, including the prospectus forming a part of the Registration Statement, a preliminary prospectus supplement, which was filed with the SEC on January 30, 2025, and a final prospectus supplement, which was filed with

01 Regulation

Item 7.01 Regulation FD Disclosure. On January 30, 2025, the Company issued a press release announcing the pricing of the Offering. A copy of the press release is attached as Exhibit 99.1 hereto and incorporated herein by reference. The information above is being furnished pursuant to this Item 7.01 of Form 8-K 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, and is not incorporated by reference into any filing under the Securities Act, or the Exchange Act, unless specifically identified therein as being incorporated therein by reference. Item 9.01. Financial (d) Exhibits. Exhibit Number Description of Exhibit 1.1 Underwriting Agreement, dated January 30, 2025, by and between Atlas Energy Solutions Inc. and Goldman Sachs & Co. LLC and Piper Sandler & Co., as representatives of the several underwriters. 5.1 Opinion of Vinson & Elkins L.L.P. 23.1 Consent of Vinson & Elkins L.L.P. (included as part of Exhibit 5.1 hereto). 99.1 Press release dated January 30, 2025. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

SIGNATURES 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 ENERGY SOLUTIONS INC. Date: February 3, 2025 By: /s/ John Turner Name: John Turner Title: President and Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR