Filing Details

The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

  Name of reporting person

  Atlas Sand Holdings, LLC

  Check the appropriate box if a member of a group

  (a):  ☒        (b):  ☐

  SEC use only

  Source of funds

  OO

  Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

  ☐

  Citizenship or place of organization

  Delaware

Number of

shares

 beneficially 

owned by

each

reporting

person

with

  Sole voting power

  0

  Shared voting power

  40,180,000(1)

  Sole dispositive power

  0

  Shared dispositive power

  45,107,894(1)

  Aggregate amount beneficially owned by each reporting person

  45,107,894(1)

  Check if the aggregate amount in Row (11) excludes certain shares

  ☐

  Percent of class represented by amount in Row (11)

  45.1%(2)

  Type of reporting person

  OO (Limited Liability Company)

Securities for which Atlas Sand Holdings, LLC (Holdings) reports shared dispositive power include the following directly held securities: (a) 2,255,395 shares of Class A Common Stock of the Issuer, par value $0.01 per share (Class A Common Stock) and (b) 42,852,499 shares of Class B Common Stock of the Issuer, par value $0.01 per share (Class B Common Stock and, together with Class A Common Stock, Common Stock), and an equivalent number of units (Units) representing ownership in Atlas Sand Operating, LLC (Atlas Operating), which together with the shares of Class B Common Stock are redeemable for 42,852,499 shares of Class A Common Stock. Ben M. Brigham is the sole manager of Atlas Sand Management Company, LLC (ASMC), which is the managing member of Holdings. Therefore, each of Mr. Brigham and ASMC may be deemed to beneficially own the shares reported by Holdings. Pursuant to a Voting Agreement (the Voting Agreement), dated as of March 8, 2023, by and among Holdings, ASMC, Atlas Sand Holdings II, LLC (Holdings II) and Atlas Sand Management Company II, LLC (ASMC II), Holdings II has the right to direct the voting of a number of shares equal to 51.0% of the aggregate number of shares held by Holdings and Holdings II. Therefore, (i) Holdings II has the right to direct the voting of, and may be deemed to beneficially own, 4,927,894 of the shares of Common Stock that are held directly by Holdings and (ii) the securities for which Holdings reports shared voting power do not include such shares of Common Stock.

This calculation is based on an assumed combined total of 100,000,000 shares of Class A Common Stock outstanding. This assumed combined total outstanding (a) consists of a total of 57,147,501 shares of Class A Common Stock outstanding as of August 2, 2023 and (b) assumes that all 42,852,499 shares of Class B Common Stock held directly by Holdings (along with an equal number of Units) were redeemed for newly-issued shares of Class A Common Stock on a one-for-one basis in accordance with the limited liability company agreement of Atlas Operating (the Atlas Operating LLC Agreement).

  Name of reporting person

  Atlas Sand Holdings II, LLC

  Check the appropriate box if a member of a group

  (a):  ☒        (b):  ☐

  SEC use only

  Source of funds

  OO

  Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

  ☐

  Citizenship or place of organization

  Delaware

Number of

shares

 beneficially 

owned by

each

reporting

person

with

  Sole voting power

  0

  Shared voting power

  41,820,000(1)

  Sole dispositive power

  0

  Shared dispositive power

  36,892,106(2)

  Aggregate amount beneficially owned by each reporting person

  41,820,000(1)

  Check if the aggregate amount in Row (11) excludes certain shares

  ☐

  Percent of class represented by amount in Row (11)

  67.4%(3)

  Type of reporting person

  OO (Limited Liability Company)

Includes (a) 36,892,106 shares of Class A Common Stock held directly by Holdings II and (b) 4,927,894 shares of Common Stock held directly by Holdings that Holdings II has the right to direct the voting of, and may be deemed to beneficially own, pursuant to the Voting Agreement. Ben M. Brigham is the sole manager of ASMC II, which is the managing member of Holdings II. Therefore, each of Mr. Brigham and ASMC II may be deemed to beneficially own the shares that are reported as beneficially owned by Holdings II.

Includes 36,892,106 shares of Class A Common Stock held directly by Holdings II.

This calculation is based on an assumed combined total of 62,075,395 shares of Class A Common Stock outstanding. This assumed combined total outstanding (a) consists of a total of 57,147,501 shares of Class A Common Stock outstanding as of August 2, 2023 and (b) assumes that 4,927,894 of the shares of Class B Common Stock held directly by Holdings (along with an equal number of Units) were redeemed for newly-issued shares of Class A Common Stock on a one-for-one basis in accordance with the Atlas Operating LLC Agreement.

  Name of reporting person

  Atlas Sand Management Company, LLC

  Check the appropriate box if a member of a group

  (a):  ☒        (b):  ☐

  SEC use only

  Source of funds

  OO

  Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

  ☐

  Citizenship or place of organization

  Texas

Number of

shares

 beneficially 

owned by

each

reporting

person

with

  Sole voting power

  0

  Shared voting power

  40,180,000(1)

  Sole dispositive power

  0

  Shared dispositive power

  45,107,894(2)

  Aggregate amount beneficially owned by each reporting person

  45,107,894(2)

  Check if the aggregate amount in Row (11) excludes certain shares

  ☐

  Percent of class represented by amount in Row (11)

  45.1%(3)

  Type of reporting person

  OO (Limited Liability Company)

Includes 40,180,000 of the shares of Common Stock held directly by Holdings, and does not include 4,927,894 of the shares of Common Stock held directly by Holdings that Holdings II has the right to direct the voting of, and may be deemed to beneficially own, pursuant to the Voting Agreement.

Includes (a) 2,255,395 shares of Class A Common Stock and (b) 42,852,499 shares of Class B Common Stock and an equivalent number of Units held directly by Holdings, which together are exchangeable for shares of Class A Common Stock. ASMC is the managing member of Holdings, and therefore may be deemed to beneficially own the shares reported as beneficially owned by Holdings.

This calculation is based on an assumed combined total of 100,000,000 shares of Class A Common Stock outstanding. This assumed combined total outstanding (a) consists of a total of 57,147,501 shares of Class A Common Stock outstanding as of August 2, 2023 and (b) assumes that all 42,852,499 shares of Class B Common Stock held directly by Holdings (along with an equal number of Units) were redeemed for newly-issued shares of Class A Common Stock on a one-for-one basis in accordance with the Atlas Operating LLC Agreement.

  Name of reporting person

  Atlas Sand Management Company II, LLC

  Check the appropriate box if a member of a group

  (a):  ☒        (b):  ☐

  SEC use only

  Source of funds

  OO

  Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

  ☐

  Citizenship or place of organization

  Delaware

Number of

shares

 beneficially 

owned by

each

reporting

person

with

  Sole voting power

  0

  Shared voting power

  41,820,000(1)

  Sole dispositive power

  0

  Shared dispositive power

  36,892,106(2)

  Aggregate amount beneficially owned by each reporting person

  41,820,000(1)

  Check if the aggregate amount in Row (11) excludes certain shares

  ☐

  Percent of class represented by amount in Row (11)

  67.4%(3)

  Type of reporting person

  OO (Limited Liability Company)

Includes (a) 36,892,106 shares of Class A Common Stock held directly by Holdings II and (b) 4,927,894 shares of Common Stock held directly by Holdings of which Holdings II has the right to direct the voting, and therefore may be deemed to beneficially own, pursuant to the Voting Agreement. ASMC II is the managing member of Holdings II, and therefore may be deemed to beneficially own the shares that are reported as beneficially owned by Holdings II.

Includes 36,892,106 shares of Class A Common Stock held directly by Holdings II.

This calculation is based on an assumed combined total of 62,075,395 shares of Class A Common Stock outstanding. This assumed combined total outstanding (a) consists of a total of 57,147,501 shares of Class A Common Stock outstanding as of August 2, 2023 and (b) assumes that 4,927,894 of the shares of Class B Common Stock held directly by Holdings (along with an equal number of Units) were redeemed for newly-issued shares of Class A Common Stock on a one-for-one basis in accordance with the Atlas Operating LLC Agreement.

  Name of reporting person

  Ben M. Brigham

  Check the appropriate box if a member of a group

  (a):  ☒        (b):  ☐

  SEC use only

  Source of funds

  OO

  Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

  ☐

  Citizenship or place of organization

  United States

Number of

shares

 beneficially 

owned by

each

reporting

person

with

  Sole voting power

  300,000(1)

  Shared voting power

  82,000,000(2)

  Sole dispositive power

  300,000(1)

  Shared dispositive power

  82,000,000(2)

  Aggregate amount beneficially owned by each reporting person

  82,300,000(1)(2)

  Check if the aggregate amount in Row (11) excludes certain shares

  ☐

  Percent of class represented by amount in Row (11)

  82.3%(3)

  Type of reporting person

  IN

Includes 300,000 shares of Class A Common Stock held directly by Ben M. Brigham.

Includes (a) 2,255,395 shares of Class A Common Stock held directly by Holdings, (b) 42,852,499 shares of Class B Common Stock and an equivalent number of Units held directly by Holdings, which together are exchangeable for shares of Class A Common Stock, and (c) 36,892,106 shares of Class A Common Stock held directly by Holdings II. Ben M. Brigham is the sole manager of ASMC and ASMC II, which are the managing members of Holdings and Holdings II, respectively. Therefore, Mr. Brigham may be deemed to beneficially own the shares reported as beneficially owned by each of Holdings and Holdings II.

This calculation is based on an assumed combined total of 100,000,000 shares of Class A Common Stock outstanding. This assumed combined total outstanding (a) consists of a total of 57,147,501 shares of Class A Common Stock outstanding as of August 2, 2023 and (b) assumes that all 42,852,499 shares of Class B Common Stock held directly by Holdings (along with an equal number of Units) were redeemed for newly-issued shares of Class A Common Stock on a one-for-one basis in accordance with the Atlas Operating LLC Agreement.

Purpose of the Transaction