Atlas Energy Solutions Inc美股招股说明书(2025-01-30版)

TABLE OF CONTENTSThis preliminary prospectus supplement relates to an effective registration statement filed with the U.S. Securities and ExchangeCommission,but is not complete and may be changed.This preliminary prospectus supplement and theaccompanying prospectus are not an offer to sell the securities described herein, and are not soliciting an offer to buy suchsecurities, in any state or jurisdiction where such offer or sale is not permitted. Filed Pursuant to Rule 424(b)(5)Registration No. 333-279434 PROSPECTUS SUPPLEMENTTo Prospectus dated May 15, 2024 Atlas Energy Solutions Inc.10,000,000 Shares ofCommon Stock We are offering 10,000,000 shares of our common stock, par value $0.01 per share (our “commonstock”). Our common stock is listed on the New York Stock Exchange (“NYSE”) under the symbol “AESI.”On January 29, 2025, the last reported sale price of our common stock on the NYSE was $25.02 per share. On January 27, 2025, we entered into a stock purchase agreement with Moser Holdings, LLC, aDelaware limited liability company (“Moser”), to acquire 100% of the authorized, issued and outstandingequity ownership interests in Moser Acquisition, Inc., a Delaware corporation and a provider ofdistributed energy solutions (“Moser AcquisitionCo”), for consideration consisting of (i) $180,000,000 incash and (ii) approximately 1.7 million shares of our common stock (the “Moser Acquisition,” and suchagreement the “Moser Purchase Agreement”), on the terms and subject to the conditions and adjustmentsset forth in the Moser Purchase Agreement, and the Moser Purchase Agreement allows us to exercise theCash Option (as defined below). If the Cash Option is exercised, no Stock Consideration (as definedbelow) will be issued and the purchase price will be adjusted as provided in the Moser PurchaseAgreement. Following the Closing (as defined below), if the Cash Option has not been exercised, all orany portion of the Stock Consideration will be subject to a Redemption (as defined below). We expect tofund the cash portion of the purchase price for the Moser Acquisition with cash on hand, borrowingsunder our DDT Loan (as defined below) and the remainder of the net proceeds of this offering, if any,after the application of such proceeds as described in “Use of Proceeds.” This offering is not contingenton the consummation of the Moser Acquisition, and the Moser Acquisition is not conditioned on theconsummation of this offering, which is expected to occur prior to the consummation of the MoserAcquisition. Investing in our common stock involves risks. See “Risk Factors” on page S-11 of this prospectussupplement, page 8 of the accompanying base prospectus dated May 15, 2024 and the other risk factorsincorporated by reference into this prospectus supplement and the accompanying base prospectus. The underwriting discount is reduced in connection with proceeds from any sales of the shares to ourExecutive Chairman, an existing stockholder, including entities affiliated with such person. See“Underwriting” for additional information regarding underwriting compensation. Ben M. “Bud” Brigham, the Company’s Executive Chairman, and entities and individuals associatedwith Mr. Brigham, have indicated an interest in purchasing an aggregate number of shares in this offeringin an amount up to $5 million. However, because indications of interest are not binding agreements orcommitments to purchase, the underwriters may determine to sell more, less or no shares in this offeringto any of these persons or entities, or any of these persons or entities may determine to purchase more,less or no shares in this offering. The underwriters will receive a reduced underwriting discount on anyshares purchased by these persons or entities compared with any other shares sold to the public in thisoffering. Neither the U.S. Securities and Exchange Commission nor any state securities commission has approvedor disapproved of these securities or determined if this prospectus supplement or the accompanying baseprospectus are truthful or complete. Any representation to the contrary is a criminal offense. The underwriters may also purchase up to an additional aggregate 1,500,000 shares of common stockfrom us at the public offering price, less the underwriting discounts and commissions, within 30 daysfrom the date of this prospectus supplement. For additional information regarding underwritingcompensation, see “Underwriting.” The underwriters expect to deliver the shares of common stock on or about, 2025. Goldman Sachs & Co. LLC Piper Sandler Prospectus Supplement dated, 2025 TABLE OF CONTENTS PROSPECTUS SUPPLEMENTPageABOUT THIS PROSPECTUS SUPPLEMENTS-iiBASIS OF PRESENTATIONS-iiiWHERE YOU CAN FIND MORE INFORMATIONS-iiiINCORPORATION OF CERTAIN DOCUMENTS BY REFERENCES-vCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSS-viSUMMARYS-1RISK FACTORSS-11USE OF PROCEEDSS-16CAPITALIZATIONS-17MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR NON-U.S.HOLDERSS-1