SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Atlas Sand Holdings, LLC (Last) (First) (Middle) 5918 W. COURTYARD DRIVE SUITE 500 (Street) AUSTIN TX 78730 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 03/08/2023	3. Issuer Name and Ticker or Trading Symbol Atlas Energy Solutions Inc. [ AESI ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	2,255,395	D(1)
Class B Common Stock	42,852,499	D(1)(2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Atlas Sand Operating, LLC Units	(2)	(2)	Class A Common Stock	42,852,499	(2)	D(1)(2)

1. Name and Address of Reporting Person* Atlas Sand Holdings, LLC (Last) (First) (Middle) 5918 W. COURTYARD DRIVE SUITE 500 (Street) AUSTIN TX 78730 (City) (State) (Zip)

1. Name and Address of Reporting Person* Atlas Sand Management Company, LLC (Last) (First) (Middle) 5918 W. COURTYARD DRIVE SUITE 500 (Street) AUSTIN TX 78730 (City) (State) (Zip)

Explanation of Responses:

1. Atlas Sand Holdings, LLC ("Holdings") is the record holder of such securities. Atlas Sand Management Company, LLC ("ASMC") is the managing member of Holdings. Ben M. Brigham is the sole managing member of ASMC. Accordingly, ASMC and Mr. Brigham may be deemed to share the right to direct the voting or disposition of the securities held directly by Holdings and therefore may be deemed to beneficially own such securities. Each of ASMC and Mr. Brigham disclaim beneficial ownership of the securities held by Holdings except to the extent of their pecuniary interest therein, if any.

2. Each share of Class B Common Stock has no economic rights but entitles its holder to one vote on all matters to be voted on by stockholders generally. At the request of the holder, each unit ("Unit") representing ownership interests in Atlas Sand Operating, LLC ("Atlas Operating") may be coupled with a share of Class B Common Stock and redeemed for, at the Issuer's election and subject to certain restrictions in the amended and restated limited liability company agreement of Atlas Operating (the "Atlas Operating LLC Agreement"), newly issued shares of Class A Common Stock of the Issuer on a one-for-one basis or for a cash payment to be determined pursuant to the Atlas Operating LLC Agreement for each Unit redeemed. The Units do not expire.

Remarks:

This Form 3 is being filed in connection with the effectiveness of the Registration Statement on Form S-1 (Registration No. 333-269488) of Atlas Energy Solutions Inc. See attached for Exhibit 24.1 - Power of Attorney (Atlas Sand Holdings, LLC) and Exhibit 24.2 - Power of Attorney (Atlas Sand Management Company, LLC).

	/s/ Atlas Sand Holdings, LLC, by Dathan C. Voelter, Attorney-in-Fact	03/08/2023
	/s/ Atlas Sand Management Company, LLC, by Dathan C. Voelter, Attorney-in-Fact	03/08/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
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