--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-23-249499" form_type: "8-K" ticker: null cik: "0001910950" company_name: "Atlas Energy Solutions Inc." filed_at: "2023-10-03T23:59:59+00:00" generated_at: "2026-06-10T05:45:17.097392+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.7 calibrated_materiality_score: 0.7 confidence: "high" source: SEC EDGAR --- # Atlas Energy Solutions completes Up-C simplification; dual-class stock eliminated ## Summary - Reorganization closed Oct 2, 2023; New Atlas becomes public company under same ticker AESI. - All Old Atlas Class A shares exchanged 1:1 for New Atlas common; Class B shares cancelled. - Dual-class capital structure replaced with single class of common stock. - Board of directors ceased; new governance documents and registration rights agreement effective. - Press release states simpler structure expected to broaden investor base. ## SEC filing metadata - accession: 0001193125-23-249499 - form_type: 8-K - cik: 0001910950 - company_name: Atlas Energy Solutions Inc. - filed_at: 2023-10-03T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.7 - calibrated_materiality_score: 0.7 - confidence: high - sec_items: 1.01, 2.01, 3.03, 5.01, 3.01, 5.03, 5.02, 7.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1910950/000119312523249499/0001193125-23-249499-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1910950/000119312523249499/d451973d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-23-249499 - JSON: https://secwatch.observer/filing/0001193125-23-249499.json - Plain text: https://secwatch.observer/filing/0001193125-23-249499.txt ## Key facts - Executive change Robb L. Voyles departed as Director at Atlas Energy Solutions Inc.. - Action: ceased serving - Role: Director source text: Effective as of the Closing Date, in connection with the consummation of the Reorganization, each of Gayle Burleson, Stacy Hock, A. Lance Langford, Mark P. Mills, Douglas Rogers, Gregory M. Shepard and Robb L. Voyles ceased serving as a director on the Board. evidence_url: https://www.sec.gov/Archives/edgar/data/1910950/000119312523249499/0001193125-23-249499-index.htm - Executive change Stacy Hock departed as Director at Atlas Energy Solutions Inc.. - Action: ceased serving - Role: Director source text: Effective as of the Closing Date, in connection with the consummation of the Reorganization, each of Gayle Burleson, Stacy Hock, A. Lance Langford, Mark P. Mills, Douglas Rogers, Gregory M. Shepard and Robb L. Voyles ceased serving as a director on the Board. evidence_url: https://www.sec.gov/Archives/edgar/data/1910950/000119312523249499/0001193125-23-249499-index.htm - Executive change Douglas Rogers departed as Director at Atlas Energy Solutions Inc.. - Action: ceased serving - Role: Director source text: Effective as of the Closing Date, in connection with the consummation of the Reorganization, each of Gayle Burleson, Stacy Hock, A. Lance Langford, Mark P. Mills, Douglas Rogers, Gregory M. Shepard and Robb L. Voyles ceased serving as a director on the Board. evidence_url: https://www.sec.gov/Archives/edgar/data/1910950/000119312523249499/0001193125-23-249499-index.htm - Executive change Gayle Burleson departed as Director at Atlas Energy Solutions Inc.. - Action: ceased serving - Role: Director source text: Effective as of the Closing Date, in connection with the consummation of the Reorganization, each of Gayle Burleson, Stacy Hock, A. Lance Langford, Mark P. Mills, Douglas Rogers, Gregory M. Shepard and Robb L. Voyles ceased serving as a director on the Board. evidence_url: https://www.sec.gov/Archives/edgar/data/1910950/000119312523249499/0001193125-23-249499-index.htm - Executive change Gregory M. Shepard departed as Director at Atlas Energy Solutions Inc.. - Action: ceased serving - Role: Director source text: Effective as of the Closing Date, in connection with the consummation of the Reorganization, each of Gayle Burleson, Stacy Hock, A. Lance Langford, Mark P. Mills, Douglas Rogers, Gregory M. Shepard and Robb L. Voyles ceased serving as a director on the Board. evidence_url: https://www.sec.gov/Archives/edgar/data/1910950/000119312523249499/0001193125-23-249499-index.htm - Executive change A. Lance Langford departed as Director at Atlas Energy Solutions Inc.. - Action: ceased serving - Role: Director source text: Effective as of the Closing Date, in connection with the consummation of the Reorganization, each of Gayle Burleson, Stacy Hock, A. Lance Langford, Mark P. Mills, Douglas Rogers, Gregory M. Shepard and Robb L. Voyles ceased serving as a director on the Board. evidence_url: https://www.sec.gov/Archives/edgar/data/1910950/000119312523249499/0001193125-23-249499-index.htm - Executive change Mark P. Mills departed as Director at Atlas Energy Solutions Inc.. - Action: ceased serving - Role: Director source text: Effective as of the Closing Date, in connection with the consummation of the Reorganization, each of Gayle Burleson, Stacy Hock, A. Lance Langford, Mark P. Mills, Douglas Rogers, Gregory M. Shepard and Robb L. Voyles ceased serving as a director on the Board. evidence_url: https://www.sec.gov/Archives/edgar/data/1910950/000119312523249499/0001193125-23-249499-index.htm - Governance Changes Atlas Energy Solutions Inc.: Amended and restated certificate of incorporation in connection with a reorganization and name change from Atlas Energy Solutions Inc. to AESI Holdings Inc (effective 2023-10-02). - Change: charter amendment - Effective: 2023-10-02 source text: On October 2, 2023, in connection with the Reorganization, the Company (a) amended and restated its amended and restated certificate of incorporation and its amended and restated bylaws to reflect the changes contemplated by the Master Reorganization Agreement and described in the Information Statement/Prospectus and (b) changed the corporate name of the Company from “Atlas Energy Solutions Inc.” to “AESI Holdings Inc.” evidence_url: https://www.sec.gov/Archives/edgar/data/1910950/000119312523249499/0001193125-23-249499-index.htm - Governance Changes Atlas Energy Solutions Inc.: Amended and restated bylaws in connection with the reorganization and name change (effective 2023-10-02). - Change: bylaw amendment - Effective: 2023-10-02 source text: On October 2, 2023, in connection with the Reorganization, the Company (a) amended and restated its amended and restated certificate of incorporation and its amended and restated bylaws to reflect the changes contemplated by the Master Reorganization Agreement and described in the Information Statement/Prospectus and (b) changed the corporate name of the Company from “Atlas Energy Solutions Inc.” to “AESI Holdings Inc.” evidence_url: https://www.sec.gov/Archives/edgar/data/1910950/000119312523249499/0001193125-23-249499-index.htm - M&A Transactions Atlas Energy Solutions Inc. underwent a change of control involving New Atlas HoldCo Inc. (now Atlas Energy Solutions Inc.) (closed 2023-10-02). - Action: change of control - Counterparty: New Atlas HoldCo Inc. (now Atlas Energy Solutions Inc.) - Closing: 2023-10-02 source text: On October 2, 2023, AESI Holdings Inc. (f/k/a Atlas Energy Solutions Inc.), a Delaware corporation (the “ Company ” or “ Old Atlas ”) completed the previously announced Reorganization evidence_url: https://www.sec.gov/Archives/edgar/data/1910950/000119312523249499/0001193125-23-249499-index.htm - Material Agreements Atlas Energy Solutions Inc. entered into Amended and Restated Stockholders' Agreement with Company and certain stockholders valued at Amended and restated stockholders' agreement (effective 2023-10-02). - Action: entry - Counterparty: Company and certain stockholders - Value: Amended and restated stockholders' agreement - Effective: 2023-10-02 source text: On October 2, 2023, the Company entered into an amended and restated stockholders' agreement (the " A&R Stockholders ' Agreement ") with the Company and certain stockholders identified on the signature pages thereto (the " Principal Stockholders "). evidence_url: https://www.sec.gov/Archives/edgar/data/1910950/000119312523249499/0001193125-23-249499-index.htm - Material Agreements Atlas Energy Solutions Inc. entered into Second Amended and Restated Limited Liability Company Agreement of Atlas Sand Operating, LLC with members of Opco valued at Amended and restated LLC agreement for Opco (effective 2023-10-02). - Action: entry - Counterparty: members of Opco - Value: Amended and restated LLC agreement for Opco - Effective: 2023-10-02 source text: On October 2, 2023, in connection with the Reorganization, the members of Opco entered into the Second Amended and Restated Limited Liability Company Agreement of Atlas Sand Operating, LLC (the " A&R Opco LLC Agreement ") to reflect the receipt by New Atlas of Opco Units in the Opco Merger and the admission of New Atlas as a member of Opco and to provide for the governance of Opco following the Reorganization. evidence_url: https://www.sec.gov/Archives/edgar/data/1910950/000119312523249499/0001193125-23-249499-index.htm - Material Agreements Atlas Energy Solutions Inc. entered into Amended and Restated Registration Rights Agreement with New Atlas and certain stockholders valued at Amended and restated registration rights agreement (effective 2023-10-02). - Action: entry - Counterparty: New Atlas and certain stockholders - Value: Amended and restated registration rights agreement - Effective: 2023-10-02 source text: On October 2, 2023, the Company entered into an amended and restated registration rights agreement (the "A &R Registration Rights Agreement ") with New Atlas and certain stockholders identified on the signature pages thereto. evidence_url: https://www.sec.gov/Archives/edgar/data/1910950/000119312523249499/0001193125-23-249499-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.