Item 1. |
Security and Issuer. |
This statement on Schedule 13D (this Schedule 13D) relates to the Class A common stock, par value $0.01 per share (the
Class A Common Stock), of Atlas Energy Solutions Inc., a Delaware corporation (the Issuer). The Class A Common Stock and Class B common stock, par value $0.01 per share (the
Class B Common Stock), of the Issuer are treated as a single class for purposes of this Schedule 13D because they vote together as a single class.
The principal executive offices of the Issuer are located at 5918 W. Courtyard Drive, Suite 500, Austin, Texas 78730.
Item 2. |
Identity and Background. |
This Schedule 13D is being filed by The Sealy & Smith Foundation, a nonprofit corporation organized under the laws of the State of Texas (the
Foundation). The business address of the Foundation is 2200 Market Street, Suite 500, Galveston, Texas 77550.
The
Foundation was chartered as a charitable foundation to provide healthcare on Galveston Island through the support of the John Sealy Hospital and related medical buildings. Currently, the University of Texas Medical Branch (UTMB) operates the John
Sealy Hospital and Jennie Sealy Hospital. The Foundation assists UTMB in a variety of ways, including providing and maintaining clinical and other properties on the UTMB campus, endowing academic chairs for various healthcare specialties, advocating
for UTMB and providing grant funding to ensure Galveston citizens receive excellent health care.
Decisions by the Foundation with respect to the voting
or disposition of the shares of Class A Common Stock held by the Foundation will be made by majority vote of the Foundations seven-member board of directors, which is composed of the following individuals: Keith Bassett, Bill Sealy,
Douglas G. Rogers (Executive Director of the Foundation), Jere Pederson, Mike Doherty (Vice President of the Foundation), John Kelso (President of the Foundation) and Jim Galbraith. None of the foregoing individuals has the power individually to
vote or dispose of any of the shares of Class A Common Stock held by the Foundation, and each of the foregoing individuals disclaims beneficial ownership of all of the shares of Class A Common Stock held by the Foundation.
During the last five years, the Foundation has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been a
party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which proceeding it was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Item 3. |
Source and Amount of Funds. |
The Foundation is a party to a mining lease agreement dated December 15, 2017 (the Lease Agreement), with Atlas Sand Company, LLC
(Atlas Sand), a majority owned subsidiary of the Issuer. Pursuant to the Lease Agreement, the Foundation leased certain property owned by it to Atlas Sand for the purpose of mining for and producing silica sand and other sand on
the property, and Atlas Sand pays certain royalties to the Foundation. As additional consideration for the entry into the Lease Agreement, Atlas Sand (i) granted to the Foundation, pursuant to a royalty agreement (the Royalty
Agreement), a royalty in and to revenues attributable to sand produced from a separate property from which Atlas Sand had the right to mine silica sand and other sand (the Separate Property Royalty), and (ii) issued to
Permian Dunes Holding Company, LLC (Permian Dunes), an entity wholly owned and controlled by the Foundation, 94,639,637 Class C Units representing membership interests in Atlas Sand (the Atlas Sand
Class C Units).
The Atlas Sand Class C Units represented non-economic interests
in Atlas Sand, but, under the terms of the limited liability company agreement governing Atlas Sand, the Atlas Sand Class C Units were convertible into Class A Units representing an economic membership interest in Atlas Sand at any time at
the option of Permian Dunes or automatically immediately prior to the occurrence of certain Capital Events, including consummation of an initial public offering meeting certain requirements. In addition, under the terms of the Royalty
Agreement, the Separate Property Royalty granted to the Foundation thereunder would terminate immediately prior to the consummation of such a Capital Event.
In March 2023, the Issuer completed its initial public offering (the IPO). Pursuant to a restructuring completed prior to the consummation
of the IPO, the Atlas Sand Class C Units held by Permian Dunes were exchanged for Class C Units (the Atlas Holdings Class C Units) of Atlas Sand Holdings II, LLC (Atlas Holdings), an
entity controlled by the Executive Chairman and Chief Executive Officer of the Issuer formed to be a holding company for certain shares of Class A Common Stock upon consummation of the IPO. Similar to the Atlas Sand Class C Units, the
Atlas Holdings Class C Units represented non-economic interests in Atlas Holdings and were convertible automatically into Class A Units (the Atlas Holdings Class A
Units) representing economic interests in Atlas Holdings immediately prior to the occurrence of a Capital Event.
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