SEC Comment Letter 0000000000-23-009736 to New Atlas HoldCo Inc. (AESI) (CIK 0001984060) (AESI)
New Atlas HoldCo Inc. (AESI) (CIK 0001984060)
Date: Sept. 1, 2023 · CIK: 0001984060 · Accession: 0000000000-23-009736
AI Filing Summary & Sentiment
File numbers found in text: 333-273585
Letter
United States securities and exchange commission logo September 1, 2023 John Turner Chief Financial Officer New Atlas HoldCo Inc. 5918 W. Courtyard Drive, Suite 500 Austin, Texas 78730 Re:New Atlas HoldCo Inc. Amendment No. 1 to Registration Statement on Form S-4 Filed August 30, 2023 File No. 333-273585 Dear John Turner: We have limited our review of your registration statement to those issues we have addressed in our 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. Amendment No. 1 to Registration Statement on Form S-4 filed August 30, 2023 Exhibits 1.We note that the revised tax opinion filed as Exhibit 8.1 no longer includes a signature from Vinson & Elkins LLP. Please obtain and file a signed tax opinion. General 2.Please confirm that no party whose consent to the Reorganization was privately solicited, if any, will receive shares the offer and sale of which is registered on this Form S-4.
FirstName LastNameJohn Turner Comapany NameNew Atlas HoldCo Inc. September 1, 2023 Page 2 FirstName LastName John Turner New Atlas HoldCo Inc. September 1, 2023 Page 2 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 Claudia Rios, Staff Attorney, at (202) 551-8770 or Laura Nicholson, Special Counsel, at (202) 551-3584 if you have any questions. Sincerely, Division of Corporation Finance Office of Energy & Transportation cc: Thomas Zentner, Esq.
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United States securities and exchange commission logo
September 1, 2023
John Turner
Chief Financial Officer
New Atlas HoldCo Inc.
5918 W. Courtyard Drive, Suite 500
Austin, Texas 78730
Re:New Atlas HoldCo Inc.
Amendment No. 1 to Registration Statement on Form S-4
Filed August 30, 2023
File No. 333-273585
Dear John Turner:
We have limited our review of your registration statement to those issues we have
addressed in our 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.
Amendment No. 1 to Registration Statement on Form S-4 filed August 30, 2023
Exhibits
1.We note that the revised tax opinion filed as Exhibit 8.1 no longer includes a signature
from Vinson & Elkins LLP. Please obtain and file a signed tax opinion.
General
2.Please confirm that no party whose consent to the Reorganization was privately solicited,
if any, will receive shares the offer and sale of which is registered on this Form S-4.
FirstName LastNameJohn Turner
Comapany NameNew Atlas HoldCo Inc.
September 1, 2023 Page 2
FirstName LastName
John Turner
New Atlas HoldCo Inc.
September 1, 2023
Page 2
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 Claudia Rios, Staff Attorney, at (202) 551-8770 or Laura Nicholson,
Special Counsel, at (202) 551-3584 if you have any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc: Thomas Zentner, Esq.