Exhibit 99.2 

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Introduction

On March 5, 2024 (“Closing Date”), Atlas Energy Solutions Inc., a Delaware corporation (the “Company” or “Atlas”), consummated the previously announced transaction (the “Hi-Crush Transaction”) pursuant to that certain Agreement and Plan of Merger, dated February 26, 2024 (the “Merger Agreement”), by and among the Company, Atlas Sand Company, LLC (“Atlas LLC”), a Delaware limited liability company (“Purchaser”), Wyatt Merger Sub 1 Inc., a Delaware corporation and direct, wholly-owned subsidiary of Purchaser, Wyatt Merger Sub 2, LLC (“Merger Sub”), a Delaware limited liability company and direct, wholly-owned subsidiary of Purchaser, Hi-Crush Inc., a Delaware corporation (“Hi-Crush”), each stockholder that had executed the Merger Agreement or a joinder thereto (each a “Hi-Crush Stockholder” and, collectively, the “Hi-Crush Stockholders”), Clearlake Capital Partners V Finance, L.P., solely in its capacity as the Hi-Crush Stockholders’ representative and HC Minerals Inc., a Delaware corporation (collectively, the “Parties”), pursuant to which Atlas acquired substantially all of Hi-Crush’s Permian Basin proppant production and logistics businesses and operations in exchange for (i) cash consideration of $140.1 million, (ii) 9.7 million shares of Atlas’s Common Stock, par value $0.01 per share (the “Common Stock,” and such issuance, the “Stock Consideration”), issued at Closing (as defined below), and (iii) a secured paid-in-kind (“PIK”) toggle seller note in an initial aggregate principle amount of $111.8 million with a final maturity date of January 31, 2026 (the “Deferred Cash Consideration Note”).

In accordance with the Merger Agreement, Purchaser issued a secured seller promissory note in favor of the Hi-Crush Stockholders in the original aggregate principal amount of $111.8 million, subject to customary purchase price adjustments, and payable in cash or in kind, at the Purchaser’s election. The Deferred Cash Consideration Note will mature on January 31, 2026, and bears interest at a rate of 5.00% per annum if paid in cash, or 7.00% per annum if PIK by automatically increasing the principal amount of the Deferred Cash Consideration Note (in which case the principal owing to each Noteholder shall be ratably increased) by the amount of such PIK Interest on the interest payment date. Interest on the Deferred Cash Consideration Note is payable quarterly in arrears beginning March 29, 2024 through maturity.

Financing Transactions

First Amendment to ABL Credit Agreement

On February 22, 2023, the Company certain of its subsidiaries, as guarantors, Bank of America, N.A., as administrative agent (the “ABL Agent”), and certain financial institutions party thereto as lenders (the “2023 ABL Lenders”) entered into a Loan, Security and Guaranty Agreement (the “2023 ABL Credit Agreement”).

On February 26, 2024, Purchaser and certain other subsidiaries of the Company entered into that certain First Amendment to Loan, Security and Guaranty Agreement (the “ABL Amendment”), among Purchaser, the subsidiary guarantors party thereto, the lenders party thereto and Bank of America, N.A., as administrative agent (the “ABL Agent”). The ABL Amendment amends that certain Loan, Security and Guaranty Agreement dated as of February 22, 2023 (the “ABL Credit Agreement”), among Purchaser, the subsidiary guarantors party thereto from time to time, the lenders party thereto from time to time and the ABL Agent.

Among other things, the ABL Amendment (a) will, subject to certain conditions to be satisfied in connection with Closing, increase the revolving credit commitment amount under the ABL Credit Agreement from $75 million to $125 million and extend the maturity date of the ABL Credit Agreement from February 22, 2028 to February 26, 2029 and (b) modified certain other terms of the ABL Credit Agreement.

Borrowings under the 2023 ABL Credit Facility bear interest, at Atlas LLC’s option, at either a base rate or Term SOFR, as applicable, plus an applicable margin based on average availability as set forth in the 2023 ABL Credit Agreement. Term SOFR loans bear interest at Term SOFR for the applicable interest period plus an applicable margin, which ranges from 1.50% to 2.00% per annum based on average availability as set forth in the 2023 ABL Credit Agreement. Base rate loans bear interest at the applicable base rate, plus an applicable margin, which ranges from 0.50% to 1.00% per annum based on average availability as set forth in the 2023 ABL Credit Agreement. In addition to paying interest on outstanding principal under the 2023 ABL Credit Facility, Atlas LLC is required to pay a commitment fee which ranges from 0.375% per annum to 0.500% per annum with respect to the unutilized commitments under the 2023 ABL Credit Facility, based on the average utilization of the 2023 ABL Credit Facility. Atlas LLC is required to pay customary letter of credit fees, to the extent that one or more letter of credit is outstanding.

First Amendment to Term Loan Credit Agreement

On July 31, 2023, Atlas LLC entered into the 2023 Term Loan Credit Agreement (“Credit Agreement”).

On February 26, 2024, the Company, Purchaser, and certain other subsidiaries of the Company entered into that certain First Amendment to Credit Agreement (the “Term Loan Amendment”), among Company, Purchaser, the lenders party thereto and Stonebriar Commercial Finance, LLC, a Delaware limited liability company, as administrative agent (the “Term Agent”). The Term Loan Amendment amends that certain Credit Agreement dated as of July 31, 2023 (the “Term Loan Credit Agreement”), among Purchaser, the lenders party thereto from time to time and the Term Agent.

Among other things, the Term Loan Amendment (a) provided an incremental delayed draw term loan facility in the aggregate principal amount of up to $150 million at an interest rate expected to be approximately 10.86% and (b) modified certain other terms of the Term Loan Credit Agreement.

Corporate Reorganization

Up-C Simplification

On October 2, 2023, AESI Holdings Inc. (“Old Atlas”) and the Company completed the Up-C Simplification (the “Up-C Simplification”) as contemplated by the Master Reorganization Agreement in order to, among other things, reorganize under a new public holding company and eliminate Old Atlas’s “up-C” and dual-class stock structure. Pursuant to the Master Reorganization Agreement, (a) AESI Merger Sub Inc. (“PubCo Merger Sub”) merged with and into Old Atlas (“Pubco Merger”), as a result of which (i) each share of Old Atlas Class A Common Stock then issued and outstanding was exchanged for one share of Common Stock of the Company, (ii) all of the shares of Old Atlas Class B Common Stock then issued and outstanding were surrendered and cancelled for no consideration and (iii) Old Atlas survived the PubCo Merger as a direct, wholly-owned subsidiary of the Company; and (b) Atlas Operating Merger Sub, LLC, (“Opco Merger Sub”) merged with and into Atlas Operating, as a result of which (i) each Operating Unit then issued and outstanding, other than those Operating Units held by Old Atlas, was exchanged for one share of Common Stock of the Company and (ii) Atlas Operating became a wholly-owned subsidiary of the Company. After completion of the Up-C Simplification, the Company replaced Old Atlas as the publicly held entity and, through its subsidiaries, conducts operations previously conducted by Old Atlas, and Old Atlas remains the managing member of Atlas Operating. As a result of the Up-C Simplification, the Company’s previous dual class structure was eliminated, and the Company now trades under a single class of common stock. For further details regarding the Up-C Simplification, please refer to the Company’s quarterly financial statements for the period ended March 31, 2024.

Adjustments to Pro Forma Financial Statements

Adjustments included in the unaudited pro forma condensed combined financial statements include:

The unaudited pro forma condensed combined balance sheet combines the historical consolidated balance sheet of Atlas and the combined carve-out balance sheet of Hi-Crush giving effect to the Hi-Crush Transaction as if it had been consummated on December 31, 2023. The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2023, combines the historical consolidated statement of operations of Atlas and the combined carve-out statement of operations of Hi-Crush giving effect to the Hi-Crush Transaction as if it had been consummated on January 1, 2023. In addition, the unaudited pro forma condensed combined statement of operations for the year ended December 31, 2023 gives effect to the IPO and transactions occurring under the Up-C Simplification reorganization (collectively, the “Corporate Reorganization Adjustments”) as if they had occurred on January 1, 2023.

The unaudited pro forma condensed combined financial statements have been prepared in accordance with Regulation S-X Article 11, Pro Forma Financial Information. The unaudited pro forma condensed combined financial information is derived from and should be read in conjunction with the historical consolidated and combined carve-out financial statements, and related notes thereto, of Atlas and Hi-Crush, respectively, for the periods presented.

In addition, the unaudited pro forma financial information does not reflect the costs of any integration activities or benefits that may result from the realization of future cost savings from operating efficiencies.

The unaudited pro forma condensed combined financial information is provided for illustrative purposes only and does not purport to represent what the actual consolidated results of operations or the consolidated financial position would have been had the Hi-Crush Transaction occurred on the dates presented, nor are they necessarily indicative of future consolidated results of operations or consolidated financial position.

UNAUDITED PRO FORMA COMBINED BALANCE SHEET

As of December 31, 2023

(in thousands of U.S. Dollars)

ATLAS ENERGY SOLUTIONS INC.

UNAUDITED PRO FORMA STATEMENT OF OPERATIONS

For the Year Ended December 31, 2023

(In thousands, except per share data)

Notes to Pro Forma Financial Statements 

(Amounts in Thousands, Unless Stated Otherwise)

Note 1. Basis of Presentation

The unaudited pro forma condensed combined financial information is prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and Article 11 of Regulation S-X.

The historical consolidated and combined carve-out financial statements of the Company and Hi-Crush, respectively, were prepared in accordance with U.S. GAAP and are presented in thousands. The unaudited pro forma condensed combined financial information has been derived from the historical consolidated financial statements of the Company and the combined carve-out financial statements of Hi-Crush. Certain Hi-Crush unaudited historical combined carve-out balances have been reclassified to conform to the Company’s financial statement presentation. The unaudited pro forma condensed combined balance sheet as of December 31, 2023 gives effect to the Hi-Crush Transaction as if it had occurred on December 31, 2023. The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2023 gives effect to the Hi-Crush Transaction as if it had occurred on January 1, 2023.

The historical consolidated and combined carve-out financial statements have been adjusted in the unaudited pro forma condensed combined financial information for the Corporate Reorganization Adjustments as well as transaction accounting adjustments related to the Hi-Crush Transaction.

The pro forma adjustments represent management’s estimates based on information available as of the date of the filing of the unaudited pro forma condensed combined financial information and do not reflect possible adjustments related to integration activities that have yet to be determined or transaction or other costs following the Hi-Crush Transaction. No adjustments have been made to the unaudited pro forma condensed combined financial information to reflect potential synergies or cost savings that may result from the business combination.

As discussed in Note 3, certain reclassifications were made to align Hi-Crush with Atlas’s financial statement presentation. Atlas is currently in the process of evaluating Hi-Crush’s accounting policies with the information currently available and has determined that no significant adjustments are necessary to conform Hi-Crush’s combined carve-out financial statements to the accounting policies used by Atlas outside of the lease classification adjustment as described further in Note 4(e). Therefore, the only other changes noted herein are those related to presentation alignment.

The unaudited pro forma condensed combined financial information should be read in conjunction with the historical consolidated and combined carve-out financial statements, and related notes thereto, of the Company and Hi-Crush, respectively, for the periods presented.

Note 2. Purchase Price Allocation

Fair Value Estimate of Assets Acquired and Liabilities Assumed

The Hi-Crush Transaction is accounted for using the acquisition method of accounting in accordance with Accounting Standards Codification (“ASC”) Topic 805, “Business Combinations” (“Topic 805”). The Company is the accounting acquirer as the Company assumed control over Hi-Crush as of the Closing Date. Topic 805 requires, among other things, that the assets acquired, and liabilities assumed be recognized at their acquisition date fair values, with any excess of the purchase price over the estimated fair values of the identifiable net assets acquired recorded as goodwill.

The purchase price was determined as follows:

The table below summarized the preliminary allocation of the purchase price to the fair values of Hi-Crush tangible and intangible assets acquired and liabilities assumed as of December 31, 2023:

The acquisition method of accounting incorporates fair value measurements that can be highly subjective, and it is possible the application of reasonable judgment could develop different assumptions resulting in a range of alternative estimates using the same facts and circumstances.

The preliminary allocation of the total purchase price in the Hi-Crush Transaction, on a relative fair value basis, is based upon management’s estimates of and assumptions related to the fair value of assets to be acquired and liabilities to be assumed as of the date of the closing of the Hi-Crush Transaction using currently available information. Because the unaudited pro forma condensed combined financial information has been prepared based on these preliminary estimates, the final purchase price allocation and the resulting effect on our financial position and results of operations may differ significantly from the pro forma amounts included herein.

The preliminary purchase price allocation is subject to change due to several factors, including but not limited to changes in the estimated fair value of assets acquired and liabilities assumed as of the date of the closing of the Hi-Crush Transaction, which could result from changes in future oil and natural gas commodity prices, reserve estimates, interest rates, as well as other factors.

Note 3. Reclassification Adjustments

During the preparation of the unaudited pro forma condensed combined financial information, management performed a preliminary analysis of Hi-Crush’s combined carve-out financial information to identify differences in financial statement presentation compared to the presentation of the Company. Management also carried out an analysis of the combined financial statements of the Company and Hi-Crush to identify any additional presentation requirements resulting from newly combined balances. Certain reclassifications have been made to the presentation to conform to the Company’s financial statement presentation.

Note 4. Transaction Adjustments

Reflects the $159,673 adjustment to cash related to the proceeds used to pay the cash component of consideration transferred in connection with the Hi-Crush Transaction as described in Note 2 - Purchase Price Allocation. This includes the related transaction costs in connection with the Hi-Crush Transaction including the seller transaction costs of $9,019 paid by the Company and included in the purchase price as shown in Note 2 and $10,366 of the Company's transaction costs as further reflected in Note 4(p) below.

The table below sets forth Property and equipment (“PP&E”), including reserves, recognized as a result of the Hi-Crush Transaction in accordance with ASC 805.

The table below sets forth intangible assets recognized as a result of the Hi-Crush Transaction in accordance with ASC 805.

Note 5. Financing Adjustments

Also reflects deferred financing costs of $454 related to the 2023 ABL Credit Facility classified within other assets on the condensed combined balance sheet.

Note 6. Pro Forma Earnings Per Share Information

Both the pro forma basic and diluted weighted average shares outstanding are inclusive of additional Class A Common Stock related to the Hi-Crush Transaction and Up-C Simplification. For the purposes of these pro forma financial statements, these transactions were deemed to have occurred as of January 1, 2023 and deemed outstanding for the year ended December 31, 2023.