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):April 17, 2020
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, including 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:
| ☐ | 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 |
| Warrants, each exercisable for one share of Class A common stock | | ATCXW | | 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 4.01 | Changes in Registrant’s Certifying Accountant. |
Change of the Company’s Independent Registered Public Accounting Firm
On April 17, 2020, upon the recommendation of the Audit Committee (the “Audit Committee”) of the Board of Directors (the “Board”) of Atlas Technical Consultants, Inc.(formerly known as Boxwood Merger Corp., “Boxwood”), a Delaware corporation (the “Company”),the Board approved the appointment of Grant Thornton LLP (“Grant Thornton”) to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020. As a result of such appointment, the stockholders of the Company will be asked to ratify the selection of Grant Thornton for the fiscal year ending December 31, 2020 at the Company’s 2020 Annual Meeting of Stockholders.
Marcum LLP (“Marcum”), Boxwood’s independent registered public accounting firm prior to the previously disclosed business combination whereby the Company acquired Atlas Intermediate Holdings LLC and the other transactions contemplated by the Unit Purchase Agreement, dated as of August 12, 2019, as amended on January 22, 2020 (the “Purchase Agreement”), by and among the Company and the other parties thereto, was informed that it would be replaced by Grant Thornton as the Company’s independent registered public accounting firm, effective as of April 17, 2020. Marcum’s report on Boxwood’s financial statements as of and for the year ended December 31, 2019 and 2018, and the related notes did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles.
During the period from June 28, 2017 (inception) to December 31, 2019, and the subsequent period from December 31, 2019 through Grant Thornton’s appointment, there were no: (i) disagreements with Marcum on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures, which disagreements if not resolved to their satisfaction would have caused them to make reference to the subject matter of the disagreement in connection with its report or (ii) reportable events as defined in Item 304(a)(1)(v) of Regulation S-K.
During the year ended December 31, 2019 and the period from inception to December 31, 2019, and the subsequent period from December 31, 2019 through Grant Thornton’s appointment, Boxwood did not consult Grant Thornton with respect to either (i) the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on Boxwood’s financial statements, and no written report or oral advice was provided to Boxwood by Grant Thornton that Grant Thornton concluded was an important factor considered by Boxwood in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement, as that term is described in Item 304(a)(1)(iv) of Regulation S-K under the Exchange Act and the related instructions to Item 304 of Regulation S-K under the Exchange Act, or a reportable event, as that term is described in Item 304(a)(1)(v) of Regulation S-K under the Exchange Act.
A letter from Marcum is attached as Exhibit 16.1 to this Current Report on Form 8-K.
| 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.
| | ATLAS TECHNICAL CONSULTANTS, INC. |
| | |
| | By: | /s/ L. Joe Boyer |
| Dated: April 17, 2020 | | Name: | L. Joe Boyer |
| | | Title: | Chief Executive Officer |
