AESI / Atlas Energy Solutions Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-41640 AESI Holdings Inc.* (Exact name of registrant as specified in its

AESI / Atlas Energy Solutions Inc - Class A / BRIGHAM BEN M - SC 13D/A Activist Investment

SC 13D/A 1 d534113dsc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D (Rule 13d-101) Under the Securities Exchange Act of 1934 (Amendment No. 4) AESI Holdings Inc. (Name of Issuer) Class A Common Stock, par value $0.01 (Title of Class of Securities) 04930R 107 (CUSIP Number) Ben M. Brigham 5918 W. Courtyard Drive, Suite 500 Austin, Texas 78730 (5

Atlas Energy Solutions Inc. Completes Previously Announced Up-C Simplification

EX-99.1 Exhibit 99.1 Atlas Energy Solutions Inc. Completes Previously Announced Up-C Simplification Austin, TX – October 2, 2023 – Atlas Energy Solutions Inc. (NYSE: AESI) (“Atlas” or the “Company”) today announced the closing of the previously announced corporate reorganization transaction (the “Up-C Simplification”). As the result of the Up-C Simplification, the Company begins trading tomorrow u

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on October 16, 2023, pursuant to the provisions of Rule 12d2-2 (a).

AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

Exhibit 4.1 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT This Amended and Restated Registration Rights Agreement (this “Agreement”) is made and entered into as of October 2, 2023, by and among Atlas Energy Solutions Inc. (f/k/a New Atlas HoldCo Inc.), a Delaware corporation (the “Company”), AESI Holdings Inc. (f/k/a Atlas Energy Solutions Inc.), a Delaware corporation (“Old Atlas”), and each

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on October 16, 2023, pursuant to the provisions of Rule 12d2-2 (a).

SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT ATLAS SAND OPERATING, LLC a Delaware Limited Liability Company

EX-10.2 Exhibit 10.2 SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ATLAS SAND OPERATING, LLC a Delaware Limited Liability Company This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Atlas Sand Operating, LLC, a Delaware limited liability company (the “Company”), dated as of October 2, 2023 (the “Effective Date”), is adopted, executed and

AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT

Exhibit 10.1 AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT This AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT (this “Agreement”), dated as of October 2, 2023, is entered into by and among Atlas Energy Solutions Inc. (f/k/a New Atlas HoldCo Inc.), a Delaware corporation (the “Company”), AESI Holdings Inc. (f/k/a Atlas Energy Solutions Inc.), a Delaware corporation (“Old Atlas”), and the Principal Sto

Regulation FD Disclosure, Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Completion of Acquisition or Disposition of Assets

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): October 2, 2023 AESI Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 001-41640 88-0523830 (State or other jurisdiction of incorporation) (Commission File

SECOND AMENDED AND RESTATED AESI HOLDINGS INC. A Delaware Corporation Date of Adoption: October 2, 2023

Exhibit 3.2 SECOND AMENDED AND RESTATED BYLAWS OF AESI HOLDINGS INC. A Delaware Corporation Date of Adoption: October 2, 2023 TABLE OF CONTENTS Page ARTICLE I OFFICES Section 1. Registered Office 1 Section 2. Other Offices 1 ARTICLE II STOCKHOLDERS Section 1. Place of Meetings 1 Section 2. Quorum; Adjournment of Meetings 1 Section 3. Annual Meetings 1 Section 4. Special Meetings 2 Section 5. Recor

As filed with the Securities and Exchange Commission on October 3, 2023

As filed with the Securities and Exchange Commission on October 3, 2023 Registration No.

SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION AESI HOLDINGS INC. October 2, 2023 ARTICLE I

EX-3.1 Exhibit 3.1 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF AESI HOLDINGS INC. October 2, 2023 ARTICLE I NAME SECTION 1.1. Name. The name of the corporation is AESI Holdings Inc. (the “Corporation”). ARTICLE II REGISTERED AGENT SECTION 2.1. Registered Agent. The address of the Corporation’s registered office in the State of Delaware is 251 Little Falls Drive, City of Wilmington,

POWER OF ATTORNEY FOR EXECUTING FORM ID, PASSPHRASE UPDATE REQUESTS, FORMS 3, FORMS 4 AND FORMS 5, FORM 144 AND SCHEDULE 13D AND 13G

EX-3 4 d331999dex3.htm EX-3 Exhibit 3 POWER OF ATTORNEY FOR EXECUTING FORM ID, PASSPHRASE UPDATE REQUESTS, FORMS 3, FORMS 4 AND FORMS 5, FORM 144 AND SCHEDULE 13D AND 13G The undersigned hereby constitutes and appoints John Turner and Dathan C. Voelter, or any of them acting without the other, with full power of substitution, as the undersigned’s true and lawful attorney-in-fact to: 1. Execute for

POWER OF ATTORNEY FOR EXECUTING FORM ID, PASSPHRASE UPDATE REQUESTS, FORMS 3, FORMS 4 AND FORMS 5, FORM 144 AND SCHEDULE 13D AND 13G

EX-2 3 d331999dex2.htm EX-2 Exhibit 2 POWER OF ATTORNEY FOR EXECUTING FORM ID, PASSPHRASE UPDATE REQUESTS, FORMS 3, FORMS 4 AND FORMS 5, FORM 144 AND SCHEDULE 13D AND 13G The undersigned hereby constitutes and appoints John Turner and Dathan C. Voelter, or any of them acting without the other, with full power of substitution, as the undersigned’s true and lawful attorney-in-fact to: 1. Execute for

AESI / Atlas Energy Solutions Inc - Class A / BRIGHAM BEN M - SC 13D/A Activist Investment

SC 13D/A 1 d331999dsc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D (Rule 13d-101) Under the Securities Exchange Act of 1934 (Amendment No. 3) Atlas Energy Solutions Inc. (Name of Issuer) Class A Common Stock, par value $0.01 (Title of Class of Securities) 04930R 107 (CUSIP Number) Ben M. Brigham 5918 W. Courtyard Drive, Suite 500 Austin, Texas

STOCKHOLDERS’ AGREEMENT

EX-1 2 d331999dex1.htm EX-1 Exhibit 1 STOCKHOLDERS’ AGREEMENT This STOCKHOLDERS’ AGREEMENT (this “Agreement”), dated as of March 8, 2023, is entered into by and among Atlas Energy Solutions Inc., a Delaware corporation (the “Company”), and the Principal Stockholders (as defined herein). WHEREAS, the Certificate of Incorporation and Bylaws of the Company have been amended and restated in connection

POWER OF ATTORNEY FOR EXECUTING FORM ID, PASSPHRASE UPDATE REQUESTS, FORMS 3, FORMS 4 AND FORMS 5, FORM 144 AND SCHEDULE 13D AND 13G

EX-4 5 d331999dex4.htm EX-4 Exhibit 4 POWER OF ATTORNEY FOR EXECUTING FORM ID, PASSPHRASE UPDATE REQUESTS, FORMS 3, FORMS 4 AND FORMS 5, FORM 144 AND SCHEDULE 13D AND 13G The undersigned hereby constitutes and appoints John Turner and Dathan C. Voelter, or any of them acting without the other, with full power of substitution, as the undersigned’s true and lawful attorney-in-fact to: 1. Execute for

AESI / Atlas Energy Solutions Inc - Class A / Sealy & Smith Foundation - SC 13D Activist Investment

SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) Under the Securities Exchange Act of 1934 Atlas Energy Solutions Inc. (Name of Issuer) Class A Common Stock, $0.01 par value per share (Title of Class of Securities) 04930R 107 (CUSIP Number) Douglas G. Rogers 2200 Market Street, Suite 500, Galveston, Texas 77550 (409) 762-8666 with a copy to

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): September 14, 2023 Atlas Energy Solutions Inc. (Exact name of registrant as specified in its charter) Delaware 001-41640 88-0523830 (State or other jurisdiction of incorporation) (Com

STOCKHOLDERS’ AGREEMENT

EX-7.3 4 d553277dex73.htm EX-7.3 Exhibit 7.3 STOCKHOLDERS’ AGREEMENT This STOCKHOLDERS’ AGREEMENT (this “Agreement”), dated as of August 10, 2023, is entered into by and among Atlas Energy Solutions Inc., a Delaware corporation (the “Company”), and the Principal Stockholders (as defined herein). WHEREAS, the Certificate of Incorporation and Bylaws of the Company have been amended and restated in c

Part B – Loan Agreement

EX-7.1 2 d553277dex71.htm EX-7.1 Exhibit 7.1 Part B – Loan Agreement This LOAN AGREEMENT is entered into between each person signing below as the Borrower (and as the Co-Borrower if applicable) (individually or together, referred to herein as “you” or “your”) and Morgan Stanley.Private Bank, National Association, a national banking association (together with its successors and assigns, as applicab

MARKET DATA AND ASSISTANCE AGREEMENT ATLAS SAND MANAGEMENT COMPANY, LLC 5914 W. Courtyard Drive, Suite 200 Austin, Texas 78730 Gregory M. Shepard 7028 Portmamock Place Lakewood Ranch, FL 34202

EX-7.2 3 d553277dex72.htm EX-7.2 Exhibit 7.2 MARKET DATA AND ASSISTANCE AGREEMENT between ATLAS SAND MANAGEMENT COMPANY, LLC 5914 W. Courtyard Drive, Suite 200 Austin, Texas 78730 and Gregory M. Shepard 7028 Portmamock Place Lakewood Ranch, FL 34202 This Market Data and Assistance Agreement (this “Agreement”) is entered into as of January 1, 2020, by Atlas Sand Management Company, LLC (“ASAP”), 59

AESI / Atlas Energy Solutions Inc - Class A / SHEPARD GREGORY M - SC 13D Activist Investment

SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D (Rule 13d-101) Under the Securities Exchange Act of 1934 Atlas Energy Solutions Inc.

Atlas Energy Solutions Inc. Announces Effectiveness of Registration Statement on Form S-4 in Connection with Previously Announced Up-C Simplification

Exhibit 99.1 Atlas Energy Solutions Inc. Announces Effectiveness of Registration Statement on Form S-4 in Connection with Previously Announced Up-C Simplification Austin, TX – September 13, 2023 – Atlas Energy Solutions Inc. (NYSE: AESI) (“Atlas” or the “Company”) today announced the effectiveness of the registration statement on Form S-4 (the “Registration Statement”) filed by New Atlas HoldCo In

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): September 12, 2023 Atlas Energy S

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): September 12, 2023 Atlas Energy Solutions Inc. (Exact name of registrant as specified in its charter) Delaware 001-41640 88-0523830 (State or other jurisdiction of incorporation) (Com

AESI / Atlas Energy Solutions Inc - Class A / BRIGHAM BEN M - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D (Rule 13d-101) Under the Securities Exchange Act of 1934 (Amendment No.

Atlas Energy Solutions Inc. Announces Effectiveness of Registration Statement on Form S-4 in Connection with Previously Announced Up-C Simplification

Exhibit 99.1 Atlas Energy Solutions Inc. Announces Effectiveness of Registration Statement on Form S-4 in Connection with Previously Announced Up-C Simplification Austin, TX – September 13, 2023 – Atlas Energy Solutions Inc. (NYSE: AESI) (“Atlas” or the “Company”) today announced the effectiveness of the registration statement on Form S-4 (the “Registration Statement”) filed by New Atlas HoldCo In

Regulation FD Disclosure, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

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): September 12, 2023 Atlas Energy Solutions Inc. (Exact name of registrant as specified in its charter) Delaware 001-41640 88-0523830 (State or other jurisdiction of incorporation) (Com

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C (Rule 14c-101) SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C (Rule 14c-101) SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☐ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☒ Definitive Information

AESI / Atlas Energy Solutions Inc - Class A / BRIGHAM BEN M - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D (Rule 13d-101) Under the Securities Exchange Act of 1934 (Amendment No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41640 Atlas Energy Solutions Inc.

[SIGNATURE PAGE FOLLOWS]

Exhibit 10.1 CREDIT AGREEMENT This CREDIT AGREEMENT, dated as of July 31, 2023, is made by and among ATLAS SAND COMPANY, LLC, a Delaware limited liability company (together with its successors and permitted assigns, “Borrower”), the Lenders from time to time party hereto, and STONEBRIAR COMMERCIAL FINANCE LLC, a Delaware limited liability company, as Administrative Agent and as Initial Lender. WHE

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): July 31, 2023 Atlas Energy Soluti

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): July 31, 2023 Atlas Energy Solutions Inc. (Exact name of registrant as specified in its charter) Delaware 001-41640 88-0523830 (State or other jurisdiction of incorporation) (Commissi

Important Disclosures Forward-Looking Statements This presentation contains “forward-looking statements” of Atlas Energy Solutions Inc. (“Atlas,” the “Company,” “AESI,” “we,” “us” or “our”) within the meaning of Section 27A of the Securities Act of 1

Exhibit 99.1 Investor Presentation August 2023 NYSE: AESI Important Disclosures Forward-Looking Statements This presentation contains “forward-looking statements” of Atlas Energy Solutions Inc. (“Atlas,” the “Company,” “AESI,” “we,” “us” or “our”) 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. Stateme

Important Disclosures Forward-Looking Statements This presentation contains “forward-looking statements” of Atlas Energy Solutions Inc. (“Atlas,” the “Company,” “AESI,” “we,” “us” or “our”) within the meaning of Section 27A of the Securities Act of 1

EX-99.1 Exhibit 99.1 Investor Presentation August 2023 NYSE: AESI Important Disclosures Forward-Looking Statements This presentation contains “forward-looking statements” of Atlas Energy Solutions Inc. (“Atlas,” the “Company,” “AESI,” “we,” “us” or “our”) 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.

Mine Safety Disclosures

Exhibit 95.1 Mine Safety Disclosures The following disclosures are provided pursuant to Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Act”) and Item 104 of Regulation S-K, which requires certain disclosures by companies required to file periodic reports under the Securities Exchange Act of 1934, as amended, that operate mines regulated under the Federal Min

MASTER REORGANIZATION AGREEMENT by and among Atlas Energy Solutions Inc., Atlas Sand Operating, LLC, New Atlas HoldCo Inc., AESI Merger Sub Inc., Atlas Operating Merger Sub, LLC Atlas Sand Holdings, LLC July 31, 2023

EX-2.1 Exhibit 2.1 MASTER REORGANIZATION AGREEMENT by and among Atlas Energy Solutions Inc., Atlas Sand Operating, LLC, New Atlas HoldCo Inc., AESI Merger Sub Inc., Atlas Operating Merger Sub, LLC and Atlas Sand Holdings, LLC July 31, 2023 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND CONSTRUCTION Section 1.1. Definitions 2 Section 1.2. Effective Time 4 Section 1.3. Heading; References; Interpr

MASTER REORGANIZATION AGREEMENT by and among Atlas Energy Solutions Inc., Atlas Sand Operating, LLC, New Atlas HoldCo Inc., AESI Merger Sub Inc., Atlas Operating Merger Sub, LLC Atlas Sand Holdings, LLC July 31, 2023

EX-2.1 Exhibit 2.1 MASTER REORGANIZATION AGREEMENT by and among Atlas Energy Solutions Inc., Atlas Sand Operating, LLC, New Atlas HoldCo Inc., AESI Merger Sub Inc., Atlas Operating Merger Sub, LLC and Atlas Sand Holdings, LLC July 31, 2023 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND CONSTRUCTION Section 1.1. Definitions 2 Section 1.2. Effective Time 4 Section 1.3. Heading; References; Interpr

Master Reorganization Agreement, dated as of July 31, 2023 by and among Atlas Energy Solutions Inc., Atlas Sand Operating, LLC, New Atlas HoldCo Inc., AESI Merger Sub Inc., Atlas Operating Merger Sub, LLC and Atlas Sand Holdings, LLC (incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K (Commission File No. 001-41640) filed on August 1, 2023).

EX-2.1 Exhibit 2.1 MASTER REORGANIZATION AGREEMENT by and among Atlas Energy Solutions Inc., Atlas Sand Operating, LLC, New Atlas HoldCo Inc., AESI Merger Sub Inc., Atlas Operating Merger Sub, LLC and Atlas Sand Holdings, LLC July 31, 2023 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND CONSTRUCTION Section 1.1. Definitions 2 Section 1.2. Effective Time 4 Section 1.3. Heading; References; Interpr

[SIGNATURE PAGE FOLLOWS]

EX-10.1 Exhibit 10.1 CREDIT AGREEMENT This CREDIT AGREEMENT, dated as of July 31, 2023, is made by and among ATLAS SAND COMPANY, LLC, a Delaware limited liability company (together with its successors and permitted assigns, “Borrower”), the Lenders from time to time party hereto, and STONEBRIAR COMMERCIAL FINANCE LLC, a Delaware limited liability company, as Administrative Agent and as Initial Len

Credit Agreement, dated as of July 31, 2023, by and between Atlas Sand Company, LLC, as borrower, and Stonebriar Commercial Finance LLC, as lender (incorporated by reference to Exhibit 10.1 to our predecessor's Current Report on Form 8-K (Commission File No. 001-41640) filed on July 31, 2023).

EX-10.1 Exhibit 10.1 CREDIT AGREEMENT This CREDIT AGREEMENT, dated as of July 31, 2023, is made by and among ATLAS SAND COMPANY, LLC, a Delaware limited liability company (together with its successors and permitted assigns, “Borrower”), the Lenders from time to time party hereto, and STONEBRIAR COMMERCIAL FINANCE LLC, a Delaware limited liability company, as Administrative Agent and as Initial Len

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): July 31, 2023 Atlas Energy Solutions Inc. (Exact name of registrant as specified in its charter) Delaware 001-41640 88-0523830 (State or other jurisdiction of incorporation) (Commissi

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): July 31, 2023 Atlas Energy Soluti

425 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): July 31, 2023 Atlas Energy Solutions Inc. (Exact name of registrant as specified in its charter) Delaware 001-41640 88-0523830 (State or other jurisdiction of incorporation) (Comm

Important Disclosures Forward-Looking Statements This presentation contains “forward-looking statements” of Atlas Energy Solutions Inc. (“Atlas,” the “Company,” “AESI,” “we,” “us” or “our”) within the meaning of Section 27A of the Securities Act of 1

EX-99.1 Exhibit 99.1 Investor Presentation August 2023 NYSE: AESI Important Disclosures Forward-Looking Statements This presentation contains “forward-looking statements” of Atlas Energy Solutions Inc. (“Atlas,” the “Company,” “AESI,” “we,” “us” or “our”) 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.

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

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): July 31, 2023 Atlas Energy Solutions Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41640 88-0523830 (State or Other Jurisdiction of Incorporation) (Commissi

Atlas Energy Solutions Announces Second Quarter 2023 Results, Increases Dividend by 33%

Exhibit 99.1 Atlas Energy Solutions Announces Second Quarter 2023 Results, Increases Dividend by 33% Austin, TX – July 31, 2023 – Atlas Energy Solutions Inc. (NYSE: AESI) (“Atlas” or the “Company”) today reported financial and operating results for the second quarter of 2023. Second Quarter 2023 Highlights • Total sales of $161.8 million (including proppant sales volumes of 2.8 million tons) • Net

Atlas Energy Solutions Announces Second Quarter 2023 Results, Increases Dividend by 33%

Exhibit 99.1 Atlas Energy Solutions Announces Second Quarter 2023 Results, Increases Dividend by 33% Austin, TX – July 31, 2023 – Atlas Energy Solutions Inc. (NYSE: AESI) (“Atlas” or the “Company”) today reported financial and operating results for the second quarter of 2023. Second Quarter 2023 Highlights • Total sales of $161.8 million (including proppant sales volumes of 2.8 million tons) • Net

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

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): July 31, 2023 Atlas Energy Solutions Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41640 88-0523830 (State or Other Jurisdiction of Incorporation) (Commissi

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): May 22, 2023 Atlas Energy Solutions Inc. (Exact name of registrant as specified in its charter) Delaware 001-41640 88-0523830 (State or other jurisdiction of incorporation) (Commissio

Registration Rights Agreement, dated as of March 8, 2023, by and among Atlas Energy Solutions Inc. and the signatories thereto.

Exhibit 4.1 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of March 8, 2023, by and among Atlas Energy Solutions Inc., a Delaware corporation (the “Company”), and each of the other parties listed on the signature pages hereto (the “Initial Holders” and, together with the Company, the “Parties”). WHEREAS, the Initial Holders, certain

Mine Safety Disclosures.

Exhibit 95.1 Mine Safety Disclosures The following disclosures are provided pursuant to Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Act”) and Item 104 of Regulation S-K, which requires certain disclosures by companies required to file periodic reports under the Securities Exchange Act of 1934, as amended, that operate mines regulated under the Federal Min

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41640 Atlas Energy Solutions Inc.

First Amendment to Credit Agreement, dated as of February 22, 2023 by and between Atlas Sand Company, LLC, as borrower, and Stonebriar Commercial Finance LLC as lender.

Exhibit 10.19 First Amendment to Credit Agreement This First Amendment to Credit Agreement (this “Amendment”), dated as of February 22, 2023 (the “First Amendment Effective Date”), is among ATLAS SAND COMPANY, LLC, a Delaware limited liability company (the “Borrower”); each other Loan Party that is party hereto; and STONEBRIAR COMMERCIAL FINANCE LLC (together with its affiliates, “Stonebriar”), as

Investor PresentationMay 2023 NYSE: AESI Forward-Looking Statements This presentation contains “forward-looking statements” of Atlas Energy Solutions Inc. (“Atlas,” the “Company,” “AESI,” “we,” “us” or “our”) within the meaning of Section 27A of the

Exhibit 99.2 Investor PresentationMay 2023 NYSE: AESI Forward-Looking Statements This presentation contains “forward-looking statements” of Atlas Energy Solutions Inc. (“Atlas,” the “Company,” “AESI,” “we,” “us” or “our”) 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. Statements that are predictive or

Atlas Energy Solutions Announces First Quarter 2023 Results

Exhibit 99.1 Atlas Energy Solutions Announces First Quarter 2023 Results AUSTIN, Texas-(BUSINESS WIRE)-May 8, 2023-Atlas Energy Solutions Inc. (NYSE: AESI) (“Atlas” or the “Company”) today reported financial and operating results for the first quarter of 2023. First Quarter 2023 Highlights Total sales of $153.4 million (on sales volumes of 2.8 million tons) Net Income of $62.9 million (41.0% margi

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): May 8, 2023 Atlas Energy Solution

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): May 8, 2023 Atlas Energy Solutions Inc. (Exact name of registrant as specified in its charter) Delaware 001-41640 88-0523830 (State or other jurisdiction of incorporation) (Commission

Atlas Energy Solutions Inc. Lock-Up Agreement [ ⚫ ], 2023

EX-99.1 Exhibit 1 Atlas Energy Solutions Inc. Lock-Up Agreement [ ⚫ ], 2023 Goldman Sachs & Co. LLC BofA Securities, Inc. Piper & Sandler & Co. c/o Goldman Sachs & Co. LLC 200 West Street New York, NY 10282-2198 c/o BofA Securities, Inc. One Bryant Park New York, NY 10036 c/o Piper Sandler & Co. 800 Nicollet Mall Minneapolis, MN 55402 Re: Atlas Energy Solutions Inc. - Lock-Up Agreement (“Lock-Up A

AESI / Atlas Energy Solutions Inc - Class A / BRIGHAM BEN M - SC 13D Activist Investment

SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D (Rule 13d-101) Under the Securities Exchange Act of 1934 Atlas Energy Solutions Inc.

VOTING AGREEMENT

EX-99.6 Exhibit 6 VOTING AGREEMENT This Voting Agreement (this “Agreement”), dated as of March 8, 2023, is entered into by and among Atlas Sand Management Company, LLC, a Texas limited liability company (“ASMC”), Atlas Sand Holdings, LLC, a Delaware limited liability company (“Holdings”), Atlas Sand Management Company II, LLC, a Delaware limited liability company (“ASMC II”), and Atlas Sand Holdin

JOINT FILING AGREEMENT

EX-99.7 Exhibit 7 JOINT FILING AGREEMENT Pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, each of the undersigned acknowledges and agrees that the foregoing statement on this Schedule 13D is filed on behalf of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of the undersigned without the ne

Energy Solutions Inc.’s Current Report on Form 8-K (Commission File No. 001-41640) filed on March 17, 2023).

EX-10.3 4 d482128dex103.htm EX-10.3 Exhibit 10.3 ATLAS ENERGY SOLUTIONS, INC. Long Term Incentive Plan Restricted Stock Unit Grant Notice Pursuant to the terms and conditions of the Atlas Energy Solutions Inc. Long Term Incentive Plan (the “Plan”), Atlas Energy Solutions, Inc. a Delaware corporation (the “Company”), hereby grants to the individual listed below (“you” or the “Participant”) the numb

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 13, 2023 Atlas Energy Solut

8-K 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 13, 2023 Atlas Energy Solutions Inc. (Exact name of registrant as specified in its charter) Delaware 001-41640 88-0523830 (State or other jurisdiction of incorporation) (Com

Form of Performance Share Unit Grant Agreement

EX-10.1 2 d482128dex101.htm EX-10.1 Exhibit 10.1 ATLAS ENERGY SOLUTIONS, INC. Long Term Incentive Plan Performance Share Unit Grant Agreement Participant: Date of Grant: Target Number of Performance Share Units Granted: 1. Performance Share Unit Grant. I am pleased to inform you that you have been granted the above target number of Performance Share Units (the “Target PSUs”) with respect to the Cl

Form of Restricted Stock Unit Grant Notice (Officers).

Exhibit 10.2 ATLAS ENERGY SOLUTIONS, INC. Long Term Incentive Plan Restricted Stock Unit Grant Notice Pursuant to the terms and conditions of the Atlas Energy Solutions Inc. Long Term Incentive Plan (the “Plan”), Atlas Energy Solutions, Inc. a Delaware corporation (the “Company”), hereby grants to the individual listed below (“you” or the “Participant”) the number of Restricted Stock Units (the “R

Indemnification Agreement (Chris Scholla).

EX-10.6 Exhibit 10.6 INDEMNIFICATION AGREEMENT This Indemnification Agreement (“Agreement”) is made as of March 8, 2023 by and between Atlas Energy Solutions Inc., a Delaware corporation (the “Company”), and the individual identified as the Indemnitee on the signature page hereto (“Indemnitee”). RECITALS: WHEREAS, directors, officers and other persons in service to corporations or business enterpr

Stockholders’ Agreement, dated as of March 8, 2023, by and among Atlas Energy Solutions Inc. and the signatories hereto (incorporated by reference to Exhibit 10.2 to Atlas Energy Solutions Inc.’s Current Report on Form 8-K (Commission File No. 001-41640) filed on March 8, 2023).

EX-10.2 Exhibit 10.2 STOCKHOLDERS’ AGREEMENT This STOCKHOLDERS’ AGREEMENT (this “Agreement”), dated as of March 8, 2023, is entered into by and among Atlas Energy Solutions Inc., a Delaware corporation (the “Company”), and the Principal Stockholders (as defined herein). WHEREAS, the Certificate of Incorporation and Bylaws of the Company have been amended and restated in connection with the Company

Indemnification Agreement (Douglas Rogers).

Exhibit 10.14 INDEMNIFICATION AGREEMENT This Indemnification Agreement (“Agreement”) is made as of March 8, 2023 by and between Atlas Energy Solutions Inc., a Delaware corporation (the “Company”), and the individual identified as the Indemnitee on the signature page hereto (“Indemnitee”). RECITALS: WHEREAS, directors, officers and other persons in service to corporations or business enterprises ar

Indemnification Agreement (Stephen C. Cole).

Exhibit 10.10 INDEMNIFICATION AGREEMENT This Indemnification Agreement (“Agreement”) is made as of March 8, 2023 by and between Atlas Energy Solutions Inc., a Delaware corporation (the “Company”), and the individual identified as the Indemnitee on the signature page hereto (“Indemnitee”). RECITALS: WHEREAS, directors, officers and other persons in service to corporations or business enterprises ar

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 8, 2023 Atlas Energy Soluti

8-K 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 8, 2023 Atlas Energy Solutions Inc. (Exact name of registrant as specified in its charter) Delaware 001-41640 88-0523830 (State or other jurisdiction of incorporation) (Comm

Indemnification Agreement (Stacy Hock).

EX-10.11 Exhibit 10.11 INDEMNIFICATION AGREEMENT This Indemnification Agreement (“Agreement”) is made as of March 8, 2023 by and between Atlas Energy Solutions Inc., a Delaware corporation (the “Company”), and the individual identified as the Indemnitee on the signature page hereto (“Indemnitee”). RECITALS: WHEREAS, directors, officers and other persons in service to corporations or business enter

Indemnification Agreement (Ben M. “Bud” Brigham).

Exhibit 10.4 INDEMNIFICATION AGREEMENT This Indemnification Agreement (“Agreement”) is made as of March 8, 2023 by and between Atlas Energy Solutions Inc., a Delaware corporation (the “Company”), and the individual identified as the Indemnitee on the signature page hereto (“Indemnitee”). RECITALS: WHEREAS, directors, officers and other persons in service to corporations or business enterprises are

Energy Solutions Inc.’s Current Report on Form 8-K (Commission File No. 001-41640) filed on March 8, 2023).

Exhibit 10.8 INDEMNIFICATION AGREEMENT This Indemnification Agreement (“Agreement”) is made as of March 8, 2023 by and between Atlas Energy Solutions Inc., a Delaware corporation (the “Company”), and the individual identified as the Indemnitee on the signature page hereto (“Indemnitee”). RECITALS: WHEREAS, directors, officers and other persons in service to corporations or business enterprises are

Indemnification Agreement (Dathan C. Voelter).

Exhibit 10.7 INDEMNIFICATION AGREEMENT This Indemnification Agreement (“Agreement”) is made as of March 8, 2023 by and between Atlas Energy Solutions Inc., a Delaware corporation (the “Company”), and the individual identified as the Indemnitee on the signature page hereto (“Indemnitee”). RECITALS: WHEREAS, directors, officers and other persons in service to corporations or business enterprises are

Indemnification Agreement (John Turner).

Exhibit 10.5 INDEMNIFICATION AGREEMENT This Indemnification Agreement (“Agreement”) is made as of March 8, 2023 by and between Atlas Energy Solutions Inc., a Delaware corporation (the “Company”), and the individual identified as the Indemnitee on the signature page hereto (“Indemnitee”). RECITALS: WHEREAS, directors, officers and other persons in service to corporations or business enterprises are

Atlas Energy Solutions Inc. 2023 Long Term Incentive Plan.

Exhibit 10.3 Execution Version ATLAS ENERGY SOLUTIONS, INC. LONG TERM INCENTIVE PLAN 1. Purpose. The purpose of the Atlas Energy Solutions Inc. Long Term Incentive Plan (the “Plan”) is to provide a means through which: (a) Atlas Energy Solutions Inc., a Delaware corporation (the “Company”), and the Affiliates may attract, retain and motivate qualified persons as employees, directors and consultant

Energy Solutions Inc.’s Current Report on Form 8-K (Commission File No. 001-41640) filed on March 8, 2023).

Exhibit 10.12 INDEMNIFICATION AGREEMENT This Indemnification Agreement (“Agreement”) is made as of March 8, 2023 by and between Atlas Energy Solutions Inc., a Delaware corporation (the “Company”), and the individual identified as the Indemnitee on the signature page hereto (“Indemnitee”). RECITALS: WHEREAS, directors, officers and other persons in service to corporations or business enterprises ar

Master Reorganization Agreement, dated as of March 8, 2023, by and among Atlas Energy Solutions Inc., Atlas Sand Management Company, LLC, Atlas Sand Company, LLC, Atlas Sand Holdings, LLC, Atlas Sand Operating, LLC, Atlas Sand Holdings II, LLC, Atlas Sand Management Company II, LLC and Atlas Sand Merger Sub, LLC.

Exhibit 2.1 Execution Version MASTER REORGANIZATION AGREEMENT by and among Atlas Sand Management Company, LLC, Atlas Sand Company, LLC, Atlas Sand Holdings, LLC, Atlas Sand Operating, LLC, Atlas Sand Holdings II, LLC, Atlas Sand Management Company II, LLC, Atlas Sand Merger Sub, LLC, and Atlas Energy Solutions Inc. March 8, 2023 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND CONSTRUCTION Section

Amended and Restated Bylaws of Atlas Energy Solutions Inc., effective as of March 8, 2023.

EX-3.2 Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF ATLAS ENERGY SOLUTIONS INC. Date of Adoption: March 8, 2023 ARTICLE I OFFICES AND RECORDS SECTION 1.1. Registered Office. The registered office of Atlas Energy Solutions Inc. (the “Corporation”) in the State of Delaware shall be as set forth in the Certificate of Incorporation of the Corporation, as it may be amended, restated, supplemented and oth

Amended and Restated Certificate of Incorporation of Atlas Energy Solutions Inc., as filed with the Secretary of State of the State of Delaware on March 8, 2023.

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ATLAS ENERGY SOLUTIONS INC. Atlas Energy Solutions Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware as set forth in Title 8 of the Delaware Code (as it currently exists or may hereafter be amended, the “DGCL”), hereby certifies as follows: 1. The original Certif

Amended and Restated Limited Liability Company Agreement of Atlas Sand Operating, LLC, dated as of March 8, 2023.

Exhibit 10.1 AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ATLAS SAND OPERATING, LLC DATED AS OF MARCH 8, 2023 THE LIMITED LIABILITY COMPANY INTERESTS IN ATLAS SAND OPERATING, LLC HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), THE SECURITIES LAWS OF ANY STATE, OR ANY OTHER APPLICABLE SECURITIES LAWS, AND HAVE BEEN OR ARE BEING ISSUE

Indemnification Agreement (Gayle Burleson).

Exhibit 10.9 INDEMNIFICATION AGREEMENT This Indemnification Agreement (“Agreement”) is made as of March 8, 2023 by and between Atlas Energy Solutions Inc., a Delaware corporation (the “Company”), and the individual identified as the Indemnitee on the signature page hereto (“Indemnitee”). RECITALS: WHEREAS, directors, officers and other persons in service to corporations or business enterprises are

ATLAS ENERGY SOLUTIONS INC. PRICES INITIAL PUBLIC OFFERING

Exhibit 99.1 ATLAS ENERGY SOLUTIONS INC. PRICES INITIAL PUBLIC OFFERING AUSTIN, Texas – (BUSINESS WIRE) – March 8, 2023 – Atlas Energy Solutions Inc. (NYSE: AESI) (“Atlas”) announced today the pricing of its initial public offering of 18,000,000 shares of its Class A common stock (“common stock”) at $18.00 per share. The shares are expected to begin trading on the New York Stock Exchange under the

Indemnification Agreement (Robb L. Voyles).

Exhibit 10.15 INDEMNIFICATION AGREEMENT This Indemnification Agreement (“Agreement”) is made as of March 8, 2023 by and between Atlas Energy Solutions Inc., a Delaware corporation (the “Company”), and the individual identified as the Indemnitee on the signature page hereto (“Indemnitee”). RECITALS: WHEREAS, directors, officers and other persons in service to corporations or business enterprises ar

Indemnification Agreement (Mark P. Mills).

Exhibit 10.13 INDEMNIFICATION AGREEMENT This Indemnification Agreement (“Agreement”) is made as of March 8, 2023 by and between Atlas Energy Solutions Inc., a Delaware corporation (the “Company”), and the individual identified as the Indemnitee on the signature page hereto (“Indemnitee”). RECITALS: WHEREAS, directors, officers and other persons in service to corporations or business enterprises ar

Registration Rights Agreement, dated as of March 8, 2023, by and among Atlas Energy Solutions Inc. and the signatories thereto.

Exhibit 4.1 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of March 8, 2023, by and among Atlas Energy Solutions Inc., a Delaware corporation (the “Company”), and each of the other parties listed on the signature pages hereto (the “Initial Holders” and, together with the Company, the “Parties”). WHEREAS, the Initial Holders, certain

Underwriting Agreement, dated as of March 8, 2023, by and among Atlas Energy Solutions Inc. and Goldman Sachs & Co. LLC, BofA Securities, Inc. and Piper Sandler & Co., as representatives of the underwriters named therein.

Exhibit 1.1 Atlas Energy Solutions Inc. Class A Common Stock Underwriting Agreement March 8, 2023 Goldman Sachs & Co. LLC, BofA Securities, Inc. Piper Sandler & Co. As representatives (the “Representatives”) of the several Underwriters named in Schedule I hereto, c/o Goldman Sachs & Co. LLC 200 West Street, New York, New York 10282-2198 c/o BofA Securities, Inc. One Bryant Park New York, New York

Atlas Energy Solutions Inc. Long Term Incentive Plan.

Exhibit 4.3 ATLAS ENERGY SOLUTIONS INC. LONG TERM INCENTIVE PLAN 1. Purpose. The purpose of the Atlas Energy Solutions Inc. Long Term Incentive Plan (the “Plan”) is to provide a means through which: (a) Atlas Energy Solutions Inc., a Delaware corporation (the “Company”), and the Affiliates may attract, retain and motivate qualified persons as employees, directors and consultants, thereby enhancing

Amended and Restated Certificate of Incorporation of Atlas Energy Solutions Inc.

EX-4.1 Exhibit 4.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ATLAS ENERGY SOLUTIONS INC. Atlas Energy Solutions Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware as set forth in Title 8 of the Delaware Code (as it currently exists or may hereafter be amended, the “DGCL”), hereby certifies as follows: 1. The original

As filed with the Securities and Exchange Commission on March 13, 2023

S-8 As filed with the Securities and Exchange Commission on March 13, 2023 Registration No.

Calculation of Filing Fee Tables.

Exhibit 107.1 Calculation of Filing Fee Tables Form S-8 (Form Type) Atlas Energy Solutions Inc. (Exact Name of Registrant as Specified in its Charter) Table 1 – Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1)(2) Proposed Maximum Offering Price Per Unit (3) Maximum Aggregate Offering Price (3) Fee Rate Amount of Registration Fee Equity Class

Amended and Restated Bylaws of Atlas Energy Solutions Inc.

Exhibit 4.2 AMENDED AND RESTATED BYLAWS OF ATLAS ENERGY SOLUTIONS INC. Date of Adoption: March 8, 2023 ARTICLE I OFFICES AND RECORDS SECTION 1.1. Registered Office. The registered office of Atlas Energy Solutions Inc. (the “Corporation”) in the State of Delaware shall be as set forth in the Certificate of Incorporation of the Corporation, as it may be amended, restated, supplemented and otherwise

Rule 424(b)

424B4 Table of Contents Filed Pursuant to Rule 424(b)(4) Registration Statement No.

Form 8-A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 ATLAS ENERGY SOLUTIONS INC. (Exact Name of Registrant as Specified in its Charter) Delaware 88-0523830 (State or other jurisdiction of incorporation or organization) (IRS Employer Identification

[Signature Page Follows]

CORRESP March 6, 2023 VIA EDGAR Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-3628 Re: Request for Acceleration of Effectiveness of Registration Statement on Form S-1, as amended (File No. 333-269488) (the “Registration Statement”) of Atlas Energy Solutions Inc., a Delaware corporation (the “Company”) Ladies and Gentlemen: In conn

Atlas Energy Solutions Inc. 5918 W. Courtyard Drive, Suite 500 Austin, Texas 78730

CORRESP Atlas Energy Solutions Inc. 5918 W. Courtyard Drive, Suite 500 Austin, Texas 78730 March 6, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Energy & Transportation 100 F. Street, N.E. Washington, D.C. 20549-3561 Re: Atlas Energy Solutions Inc. Registration Statement on Form S-1 (as amended) File No. 333-269488 Ladies and Gentlemen:

As filed with the U.S. Securities and Exchange Commission on February 28, 2023

S-1/A 1 d292890ds1a.htm S-1/A Table of Contents As filed with the U.S. Securities and Exchange Commission on February 28, 2023 Registration No. 333-269488 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 4 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Atlas Energy Solutions Inc. (Exact name of registrant as specified in its charter) Delaware

Calculation of Filing Fee Table.

EX-FILING FEES Exhibit 107 Calculation of Filing Fee Table Form S-1 (Form Type) Atlas Energy Solutions Inc.

As filed with the U.S. Securities and Exchange Commission on February 24, 2023

S-1/A Table of Contents As filed with the U.S. Securities and Exchange Commission on February 24, 2023 Registration No. 333-269488 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 3 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Atlas Energy Solutions Inc. (Exact name of registrant as specified in its charter) Delaware 1400 88-0523830 (State o

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February 24, 2023 Division of Corporation Finance Office of Energy & Transportation United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

Form of Master Reorganization Agreement.

EX-2.1 3 d292890dex21.htm EX-2.1 Exhibit 2.1 MASTER REORGANIZATION AGREEMENT by and among Atlas Sand Management Company, LLC, Atlas Sand Company, LLC, Atlas Sand Holdings, LLC, Atlas Sand Operating, LLC, Atlas Sand Holdings II, LLC, Atlas Sand Management Company II, LLC, Atlas Sand Merger Sub, LLC, and Atlas Energy Solutions Inc. [•], 2023 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND CONSTRUCT

ATLAS ENERGY SOLUTIONS INC. 5918 W. Courtyard Drive, Suite 500 Austin, Texas 78730

CORRESP ATLAS ENERGY SOLUTIONS INC. 5918 W. Courtyard Drive, Suite 500 Austin, Texas 78730 February 24, 2023 United States Securities and Exchange Commission Division of Corporation Finance Office of Energy & Transportation 100 F Street, N.E. Washington, D.C. 20549-3561 Re: Atlas Energy Solutions Inc. Amendment No. 3 to Registration Statement on Form S-1 Filed on February 24, 2023 File No. 333-269

Atlas Sand Company, LLC Long Term Incentive Plan

Exhibit 10.10 ATLAS SAND COMPANY, LLC LONG TERM INCENTIVE PLAN (Amended and Restated Effective January 30, 2018) 1. Purposes of the Plan. This Atlas Sand Long Term Incentive Plan (the “Plan”) has been adopted by Atlas Sand Management Company, LLC, a Texas limited liability company (the “Atlas Member”), and by Champion Lone Star, LLC, a Texas limited liability company (the “Champion Member”), CamCo

First Amended & Restated Limited Liability Company Agreement of Atlas Sand Management Company, LLC

EX-10.9 Exhibit 10.9 FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ATLAS SAND MANAGEMENT COMPANY, LLC A Texas Limited Liability Company Dated as of September 15, 2017 TABLE OF CONTENT’S ARTICLE 1. DEFINITIONS 2 1.1 Definitions 2 1.2 Other Definitions 12 1.3 Construction 12 1.4 Interest Calculations 12 ARTICLE 2. ORGANIZATION 13 2.1 Formation 13 2.2 Name 13 2.3 Purposes 13 2.4 R

Form of Amended and Restated Certificate of Incorporation of Atlas Energy Solutions Inc.

EX-3.2 Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ATLAS ENERGY SOLUTIONS INC. Atlas Energy Solutions Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware as set forth in Title 8 of the Delaware Code (as it currently exists or may hereafter be amended, the “DGCL”), hereby certifies as follows: 1. The original

Form of Underwriting Agreement.

EX-1.1 Exhibit 1.1 Atlas Energy Solutions Inc. Class A Common Stock Underwriting Agreement [•], 2023 Goldman Sachs & Co. LLC, BofA Securities, Inc. Piper Sandler & Co. As representatives (the “Representatives”) of the several Underwriters named in Schedule I hereto, c/o Goldman Sachs & Co. LLC 200 West Street, New York, New York 10282-2198 c/o BofA Securities, Inc. One Bryant Park New York, New Yo

Form of Participation Agreement (Atlas Sand Management Company, LLC Long Term Incentive Plan)

Exhibit 10.13 Form of Participant Agreement This Participant Agreement (this “Agreement”) is executed and agreed to as of [ ] (the “Effective Date”), by and between Atlas Sand Management Company, LLC, a Delaware limited liability company (the “Company”), and [ ] (the “Participant”) pursuant to the terms of that certain Atlas Sand Management Long Term Incentive Plan, as amended and restated effecti

Form of Participation Agreement (Atlas Sand Company, LLC Long Term Incentive Plan)

EX-10.12 Exhibit 10.12 Form of Participant Agreement This Participant Agreement (this “Agreement”) is executed and agreed to as of [ ] (the “Effective Date”), by and between Atlas Sand Company, LLC, a Delaware limited liability company (the “Company”), and [ ] (the “Participant”) pursuant to the terms of that certain Atlas Sand Company Long Term Incentive Plan, as amended and restated effective Ma

Form of Stockholders’ Agreement.

Exhibit 10.3 STOCKHOLDERS’ AGREEMENT This STOCKHOLDERS’ AGREEMENT (this “Agreement”), dated as of [•], 2023, is entered into by and among Atlas Energy Solutions Inc., a Delaware corporation (the “Company”), and the Principal Stockholders (as defined herein). WHEREAS, the Certificate of Incorporation and Bylaws of the Company have been amended and restated in connection with the Company’s initial p

Third Amended & Restated Limited Liability Company Agreement of Atlas Sand Company, LLC

EX-10.8 Exhibit 10.8 THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ATLAS SAND COMPANY, LLC A Delaware Limited Liability Company Dated as of January 30, 2018 TABLE OF CONTENTS ARTICLE 1. DEFINITIONS 2 1.1 Definitions 2 1.2 Other Definitions 15 1.3 Construction 15 1.4 Interest Calculations 16 ARTICLE 2. ORGANIZATION 16 2.1 Formation 16 2.2 Name 16 2.3 Purposes 16 2.4 Registered O

Loan, Security and Guaranty Agreement, dated as of February 22, 2023, among Atlas Sand Company, LLC, as Borrower, certain of its subsidiaries, as Guarantors, Bank of America, N.A., as Agent and Bank of America, N.A., as Sole Lead Arranger and Sole Bookrunner.

EX-10.5 Exhibit 10.5 LOAN, SECURITY AND GUARANTY AGREEMENT Dated as of February 22, 2023 ATLAS SAND COMPANY, LLC, as a Borrower, AND CERTAIN OF ITS SUBSIDIARIES, as Guarantors, BANK OF AMERICA, N.A., as Agent and BANK OF AMERICA, N.A., as Sole Lead Arranger and Sole Bookrunner TABLE OF CONTENTS Page Section 1. DEFINITIONS; RULES OF CONSTRUCTION 1 1.1 Definitions 1 1.2 Accounting Terms 45 1.3 Unifo

Form of Atlas Energy Solutions Inc. Long Term Incentive Plan.

Exhibit 10.1 ATLAS ENERGY SOLUTIONS, INC. LONG TERM INCENTIVE PLAN 1. Purpose. The purpose of the Atlas Energy Solutions Inc. Long Term Incentive Plan (the “Plan”) is to provide a means through which: (a) Atlas Energy Solutions Inc., a Delaware corporation (the “Company”), and the Affiliates may attract, retain and motivate qualified persons as employees, directors and consultants, thereby enhanci

Atlas Sand Management Company, LLC Long Term Incentive Plan

Exhibit 10.11 LONG TERM INCENTIVE PLAN 1. Purposes of the Plan. This Atlas Sand Management Long Term Incentive Plan (the “Plan”) has been adopted by Ben M. Brigham, the Manager and Founding Member of Atlas Sand Management Company, LLC, a Texas limited liability company (the “Company”). The Plan is intended to promote the interests of the Company by providing equity awards of Class P Units to Parti

Addendum to Summary Reserve Report of John T. Boyd Company as of December 31, 2022.

EX-99.2 Exhibit 99.2 Chairman February 9, 2023 James W. Boyd File: 3871.008 President and CEO John T. Boyd II Managing Director and COO Ronald L. Lewis Mr. John Turner President & Chief Financial Officer Vice Presidents Robert J. Farmer Atlas Sand Company LLC 5918 W Courtyard Drive Suite 500 Austin, TX 78730 John L. Weiss Michael F. Wick William P. Wolf Managing Director - Australia Subject: Estim

Form of Registration Rights Agreement.

EX-4.2 Exhibit 4.2 FORM OF REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of [●], 2023, by and among Atlas Energy Solutions Inc., a Delaware corporation (the “Company”), and each of the other parties listed on the signature pages hereto (the “Initial Holders” and, together with the Company, the “Parties”). WHEREAS, the Initial Holder

As filed with the U.S. Securities and Exchange Commission on February 15, 2023

S-1/A Table of Contents As filed with the U.S. Securities and Exchange Commission on February 15, 2023 Registration No. 333-269488 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Atlas Energy Solutions Inc. (Exact name of registrant as specified in its charter) Delaware 1400 88-0523830 (State o

Form of Amended and Restated Limited Liability Company Agreement of Atlas Sand Operating, LLC.

Exhibit 10.4 AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ATLAS SAND OPERATING, LLC DATED AS OF [•], 2023 THE LIMITED LIABILITY COMPANY INTERESTS IN ATLAS SAND OPERATING, LLC HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), THE SECURITIES LAWS OF ANY STATE, OR ANY OTHER APPLICABLE SECURITIES LAWS, AND HAVE BEEN OR ARE BEING ISSUED IN

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February 15, 2023 Division of Corporation Finance Office of Energy & Transportation United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

Form of Amended and Restated Bylaws of Atlas Energy Solutions Inc.

Exhibit 3.4 AMENDED AND RESTATED BYLAWS OF ATLAS ENERGY SOLUTIONS INC. Date of Adoption: [●], 2023 ARTICLE I OFFICES AND RECORDS SECTION 1.1. Registered Office. The registered office of Atlas Energy Solutions Inc. (the “Corporation”) in the State of Delaware shall be as set forth in the Certificate of Incorporation of the Corporation, as it may be amended, restated, supplemented and otherwise modi

Form of Indemnification Agreement.

EX-10.2 4 d292890dex102.htm EX-10.2 Exhibit 10.2 FORM OF INDEMNIFICATION AGREEMENT This Indemnification Agreement (“Agreement”) is made as of [●], 2023 by and between Atlas Energy Solutions Inc., a Delaware corporation (the “Company”), and the individual identified as the Indemnitee on the signature page hereto (“Indemnitee”). RECITALS: WHEREAS, directors, officers and other persons in service to

As filed with the U.S. Securities and Exchange Commission on February 8, 2023

S-1/A As filed with the U.S. Securities and Exchange Commission on February 8, 2023 Registration No. 333-269488 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Atlas Energy Solutions Inc. (Exact name of registrant as specified in its charter) Delaware 1400 88-0523830 (State or other jurisdic

Mining Lease Agreement, dated as of December 15, 2017, by and between the Sealy & Smith Foundation and Atlas Sand Company, LLC.

Exhibit 10.12 **Portions of this exhibit have been redacted in accordance with Item 601(b)(10) of Regulation S-K. The information is not material and would cause competitive harm to the registrant if publicly disclosed. [***] indicates that information has been redacted. ** MINING LEASE AGREEMENT This Mining Lease Agreement (“Lease”) is made and entered into effective as of December 15, 2017 (the

List of subsidiaries of Atlas Energy Solutions Inc.

Exhibit 21.1 Atlas Energy Solutions Inc. List of Subsidiaries Name Jurisdiction of Organization Atlas Construction Employee Company, LLC Texas Atlas OLC Employee Company, LLC Texas Atlas Sand Company, LLC Delaware Atlas Sand Construction, LLC Texas Atlas Sand Employee Company, LLC Texas Atlas Sand Employee Holding Company, LLC Texas Atlas Sand Operating, LLC Delaware Fountainhead Logistics, LLC Te

Form of Amended and Restated Certificate of Incorporation of Atlas Energy Solutions Inc.

EX-3.2 2 d292890dex32.htm EX-3.2 Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ATLAS ENERGY SOLUTIONS INC. Atlas Energy Solutions Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware as set forth in Title 8 of the Delaware Code (as it currently exists or may hereafter be amended, the “DGCL”), hereby certifies a

Consent of Stephen C. Cole.

EX-23.12 Exhibit 23.12 Consent of Director Nominee Atlas Energy Solutions Inc. Pursuant to Rule 438 of Regulation C promulgated under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the Registration Statement on Form S-1 (the “Registration Statement”) of Atlas Energy Solutions Inc., the undersigned hereby consents to being named and described as a director nominee

Form of Class A Common Stock Certificate.

Exhibit 4.1 ATLAS ENERGY SOLUTIONS INC. CLASS A COMMON STOCK CUSIP INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE THIS CERTIFIES THAT IS THE REGISTERED HOLDER OF FULLY PAID AND NON-ASSESSABLE SHARES OF CLASS A COMMON STOCK, $0.01 PAR VALUE PER SHARE OF ATLAS ENERGY SOLUTIONS INC. transferable on the books of the Corporation in person or by duly authorized attorney upon surrender of the Certi

Certificate of Incorporation of Atlas Energy Solutions Inc.

Exhibit 3.1 CERTIFICATE OF INCORPORATION OF ATLAS ENERGY SOLUTIONS INC. February 3, 2022 FIRST: The name of the corporation is Atlas Energy Solutions Inc. (the “Corporation”). SECOND: The address of the Corporation’s registered office in the State of Delaware is 838 Walker Road, Suite 21-2, Dover, Delaware 19904, County of Kent. The name of the Corporation’s registered agent at such address is Reg

John T. Boyd Company Summary of Reserves at December 31, 2021.

Exhibit 99.1 TECHNICAL REPORT SUMMARY FRAC SAND RESOURCES AND RESERVES KERMIT AND MONAHANS MINES Winkler and Ward Counties, Texas At your request, we are providing a copy of a John T. Boyd Company (BOYD) professional work product in electronic format. Please be advised that the authorship and content of the material being provided is strictly privileged to BOYD and no change or revision to said wo

Bylaws of Atlas Energy Solutions Inc.

EX-3.3 Exhibit 3.3 BYLAWS OF ATLAS ENERGY SOLUTIONS INC. A Delaware Corporation Date of Adoption: February 3, 2022 TABLE OF CONTENTS Page ARTICLE I OFFICES Section 1. Registered Office 1 Section 2. Other Offices 1 ARTICLE II STOCKHOLDERS Section 1. Place of Meetings 1 Section 2. Quorum; Adjournment of Meetings 1 Section 3. Annual Meetings 2 Section 4. Special Meetings 2 Section 5. Record Date 2 Se

Credit Agreement, dated October 20, 2021 by and between Atlas Sand Company, LLC, as borrower, and Stonebriar Commercial Finance, LLC as lender.

EX-10.11 6 d292890dex1011.htm EX-10.11 Exhibit 10.11 CREDIT AGREEMENT This CREDIT AGREEMENT, dated as of October 20, 2021, is made by and between ATLAS SAND COMPANY, LLC, a Delaware limited liability company (together with its successors and permitted assigns, “Borrower”), and STONEBRIAR COMMERCIAL FINANCE LLC, a Delaware limited liability company (together with its successors and assigns, “Lender

As filed with the U.S. Securities and Exchange Commission on January 31, 2023

S-1 Table of Contents As filed with the U.S. Securities and Exchange Commission on January 31, 2023 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Atlas Energy Solutions Inc. (Exact name of registrant as specified in its charter) Delaware 1400 88-0523830 (State or other jurisdiction of i

Consent of Douglas G. Rogers.

EX-23.10 Exhibit 23.10 Consent of Director Nominee Atlas Energy Solutions Inc. Pursuant to Rule 438 of Regulation C promulgated under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the Registration Statement on Form S-1 (the “Registration Statement”) of Atlas Energy Solutions Inc., the undersigned hereby consents to being named and described as a director nominee

Calculation of Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Table Form S-1 (Form Type) Atlas Energy Solutions Inc.

Consent of Mark P. Mills.

EX-23.7 Exhibit 23.7 Consent of Director Nominee Atlas Energy Solutions Inc. Pursuant to Rule 438 of Regulation C promulgated under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the Registration Statement on Form S-1 (the “Registration Statement”) of Atlas Energy Solutions Inc., the undersigned hereby consents to being named and described as a director nominee i

Consent of Robb L. Voyles.

EX-23.8 Exhibit 23.8 Consent of Director Nominee Atlas Energy Solutions Inc. Pursuant to Rule 438 of Regulation C promulgated under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the Registration Statement on Form S-1 (the “Registration Statement”) of Atlas Energy Solutions Inc., the undersigned hereby consents to being named and described as a director nominee i

Consent of A. Lance Langford.

EX-23.11 Exhibit 23.11 Consent of Director Nominee Atlas Energy Solutions Inc. Pursuant to Rule 438 of Regulation C promulgated under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the Registration Statement on Form S-1 (the “Registration Statement”) of Atlas Energy Solutions Inc., the undersigned hereby consents to being named and described as a director nominee

Consent of Gregory M. Shepard.

EX-23.9 Exhibit 23.9 Consent of Director Nominee Atlas Energy Solutions Inc. Pursuant to Rule 438 of Regulation C promulgated under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the Registration Statement on Form S-1 (the “Registration Statement”) of Atlas Energy Solutions Inc., the undersigned hereby consents to being named and described as a director nominee i

As confidentially submitted to the U.S. Securities and Exchange Commission on January 9, 2023

DRS/A 1 filename1.htm Table of Contents As confidentially submitted to the U.S. Securities and Exchange Commission on January 9, 2023 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Confidential Draft Submission No. 5 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Atlas Energy Solutions Inc. (Exact name of registrant as specified in i

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DRSLTR 1 filename1.htm January 9, 2023 Division of Corporation Finance Office of Energy & Transportation United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-3561 Re: Atlas Energy Solutions Inc. Amendment No. 3 to Draft Registration Statement on Form S-1 Submitted August 26, 2022 CIK No. 0001910950 Ladies and Gentlemen: Set fort

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DRSLTR 1 filename1.htm August 26, 2022 Division of Corporation Finance Office of Energy & Transportation United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-3561 Re: Atlas Energy Solutions Inc. Amendment No. 2 to Draft Registration Statement on Form S-1 Submitted July 29, 2022 CIK No. 0001910950 Ladies and Gentlemen: Set forth

As confidentially submitted to the U.S. Securities and Exchange Commission on August 26, 2022

DRS/A 1 filename1.htm Table of Contents As confidentially submitted to the U.S. Securities and Exchange Commission on August 26, 2022 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Confidential Draft Submission No. 4 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Atlas Energy Solutions Inc. (Exact name of registrant as specified in i

As confidentially submitted to the U.S. Securities and Exchange Commission on July 29, 2022

DRS/A 1 filename1.htm Table of Contents As confidentially submitted to the U.S. Securities and Exchange Commission on July 29, 2022 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Confidential Draft Submission No. 3 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Atlas Energy Solutions Inc. (Exact name of registrant as specified in its

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July 29, 2022 Division of Corporation Finance Office of Energy & Transportation United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

TABLE OF CONTENTS Page LETTER OF TRANSMITTAL TABLE OF CONTENTS GLOSSARY AND ABBREVIATIONS 1.0 EXECUTIVE SUMMARY 1-1 1.1 Introduction 1-1 1.2 Property Description and Control 1-2 1.3 Geology 1-4 1.4 Exploration 1-4 1.5 Frac Sand Reserves and Quality 1

Exhibit 99.1 TECHNICAL REPORT SUMMARY FRAC SAND RESOURCES AND RESERVES KERMIT AND MONAHANS MINES Winkler and Ward Counties, Texas At your request, we are providing a copy of a John T. Boyd Company (BOYD) professional work product in electronic format. Please be advised that the authorship and content of the material being provided is strictly privileged to BOYD and no change or revision to said wo

TABLE OF CONTENTS Page LETTER OF TRANSMITTAL TABLE OF CONTENTS GLOSSARY AND ABBREVIATIONS 1.0 EXECUTIVE SUMMARY 1-1 1.1 Introduction 1-1 1.2 Property Description and Control 1-2 1.3 Geology 1-4 1.4 Exploration 1-4 1.5 Frac Sand Reserves and Quality 1

EX-99.1 2 filename2.htm Exhibit 99.1 TECHNICAL REPORT SUMMARY FRAC SAND RESOURCES AND RESERVES KERMIT AND MONAHANS MINES Winkler and Ward Counties, Texas Prepared For At your request, we are providing a copy of a John T. Boyd Company (BOYD) professional work product in electronic format. Please be advised that the authorship and content of the material being provided is strictly privileged to BOYD

As confidentially submitted to the U.S. Securities and Exchange Commission on April 14, 2022

DRS/A 1 filename1.htm Table of Contents As confidentially submitted to the U.S. Securities and Exchange Commission on April 14, 2022 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Confidential Draft Submission No. 2 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Atlas Energy Solutions Inc. (Exact name of registrant as specified in it

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April 14, 2022 Division of Corporation Finance Office of Energy & Transportation United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

CERTIFICATE OF INCORPORATION ATLAS ENERGY SOLUTIONS INC. February 3, 2022

EX-3.1 2 filename2.htm Exhibit 3.1 CERTIFICATE OF INCORPORATION OF ATLAS ENERGY SOLUTIONS INC. February 3, 2022 FIRST: The name of the corporation is Atlas Energy Solutions Inc. (the “Corporation”). SECOND: The address of the Corporation’s registered office in the State of Delaware is 838 Walker Road, Suite 21-2, Dover, Delaware 19904, County of Kent. The name of the Corporation’s registered agent

CREDIT AGREEMENT

Exhibit 10.11 CREDIT AGREEMENT This CREDIT AGREEMENT, dated as of October 20, 2021, is made by and between ATLAS SAND COMPANY, LLC, a Delaware limited liability company (together with its successors and permitted assigns, “Borrower”), and STONEBRIAR COMMERCIAL FINANCE LLC, a Delaware limited liability company (together with its successors and assigns, “Lender”). WHEREAS, Borrower has applied to Le

John T. Boyd Company Mining and Geological Consultants

EX-99.1 6 filename6.htm Exhibit 99.1 TECHNICAL REPORT SUMMARY FRAC SAND RESOURCES AND RESERVES KERMIT AND MONAHANS MINES Winkler and Ward Counties, Texas Prepared For ATLAS SAND COMPANY, LLC By John T. Boyd Company Mining and Geological Consultants Pittsburgh, Pennsylvania, USA Report No. 3871.006 FEBRUARY 2022 John T. Boyd Company Mining and Geological Consultants Chairman February 11, 2022 James

As confidentially submitted to the U.S. Securities and Exchange Commission on February 14, 2022

DRS 1 filename1.htm Table of Contents As confidentially submitted to the U.S. Securities and Exchange Commission on February 14, 2022 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Confidential Draft Submission No. 1 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Atlas Energy Solutions Inc. (Exact name of registrant as specified in i

BYLAWS ATLAS ENERGY SOLUTIONS INC. A Delaware Corporation Date of Adoption: February 3, 2022

Exhibit 3.3 BYLAWS OF ATLAS ENERGY SOLUTIONS INC. A Delaware Corporation Date of Adoption: February 3, 2022 TABLE OF CONTENTS Page ARTICLE I OFFICES Section 1. Registered Office 1 Section 2. Other Offices 1 ARTICLE II STOCKHOLDERS Section 1. Place of Meetings 1 Section 2. Quorum; Adjournment of Meetings 1 Section 3. Annual Meetings 2 Section 4. Special Meetings 2 Section 5. Record Date 2 Section 6

ATLAS ENERGY SOLUTIONS INC. CLASS A COMMON STOCK CUSIP INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE

EX-4.1 4 filename4.htm Exhibit 4.1 ATLAS ENERGY SOLUTIONS INC. CLASS A COMMON STOCK CUSIP INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE THIS CERTIFIES THAT IS THE REGISTERED HOLDER OF FULLY PAID AND NON-ASSESSABLE SHARES OF CLASS A COMMON STOCK, $0.01 PAR VALUE PER SHARE OF ATLAS ENERGY SOLUTIONS INC. transferable on the books of the Corporation in person or by duly authorized attorney upon