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February 7, 2023
John Turner
Chief Financial Officer
Atlas Energy Solutions Inc.
5918 W. Courtyard Drive, Suite 500
Austin, TX 78730
Re:Atlas Energy Solutions Inc.
Registration Statement on Form S-1
Filed January 31, 2023
File No. 333-269488
Dear John Turner:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1 filed January 31, 2023
Management, page 168
1.Please revise to clarify Mr. Cole and Ms. Hock's business experience during the past five
years. Refer to Item 401(e)(1) of Regulation S-K.
Executive Compensation, page 176
2.We note you disclose that, in connection with this offering, the Class P Units will continue
to be held by your named executive officers and such officers will receive, in exchange
for their Class P Units, substantially equivalent securities in one of your affiliates that will
remain outstanding following the consummation and until such time that such securities
are converted into the right to receive, and exchanged for, shares of your common stock
upon the satisfaction of certain conditions.  We further note that each Class P Unit is

 FirstName LastNameJohn Turner
 Comapany NameAtlas Energy Solutions Inc.
 February 7, 2023 Page 2
 FirstName LastName
John Turner
Atlas Energy Solutions Inc.
February 7, 2023
Page 2
granted with a specific hurdle amount, or distribution threshold, and will only provide
value to the holder based upon your growth above that hurdle amount.  Please revise your
filing to disclose and clarify the material terms of the outstanding Class P Units
and clarify who will be responsible for payments made in connection with
the incentive units subsequent to the transactions contemplated in this prospectus. For
example, please disclose the specified hurdle amounts that govern distributions for the
units or tell us why you do not believe such information is material.  In addition,
please file as exhibits the agreements governing the terms of the incentive units held by
management. Refer to Item 601(b)(10)(iii)(A) of Regulation S-K.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Robert Babula, Staff Accountant, at (202) 551-3339 or Gus Rodriguez,
Accounting Branch Chief, at (202) 551-3752 if you have questions regarding comments on the
financial statements and related matters. For questions regarding engineering comments, you
may contact Ken Schuler, Mining Engineer, at (202) 551-3718. Please contact Liz Packebusch,
Staff Attorney, at (202) 551-8749 or Karina Dorin, Staff Attorney, at (202) 551-3763 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Thomas Zentner