determination of the mix of cash and equity to be paid to the Seller, see the description below of the Debt Commitment Letter (as defined below).

Each Rollover Unit, together with one share of Class B common stock, will be redeemable by the Continuing Members, subject to certain conditions, for either one share of Class A common stock, or, at the Company’s election, the cash equivalent to the market value of one share of Class A common stock, pursuant to and in accordance with the terms of the Holdings LLC Agreement.

On August 12, 2019, the Company entered into a debt commitment letter (the “Debt Commitment Letter”) with Macquarie Capital (USA) Inc. (“Macquarie Capital”), Macquarie Capital Funding LLC (“Macquarie Funding”) and Natixis, New York Branch (collectively with Macquarie Capital and Macquarie Funding, the “Commitment Parties”), pursuant to which the Commitment Parties agreed to provide (or to have certain of their affiliates provide), subject to the satisfaction of customary closing conditions, including the closing of the business combination, credit facilities (the “Credit Facilities”) for the purpose of financing (i) a portion of the consideration payable under the Purchase Agreement, (ii) costs and expenses incurred by the parties in connection with the business combination, (iii) the repayment of the existing indebtedness of Atlas Intermediate and (iv) general corporate expenditures. The obligation of the applicable Commitment Parties to provide the Credit Facilities is contingent on, inter alia, there being Available Equity of at least $100 million.

Pursuant to the Debt Commitment Letter, the applicable Commitment Parties have agreed to provide for Credit Facilities in the aggregate principal amount of up to $400 million, consisting of: (i) a senior secured first lien term loan facility in an aggregate principal amount of up to $290 million (the “First Lien Term Facility”), (ii) a senior secured first lien revolving credit facility in an aggregate principal amount of $40 million (the “Revolving Facility”) and (iii) a senior secured second lien term loan facility in an aggregate principal amount of up to $70 million (the “Second Lien Term Facility” and together with the First Lien Term Facility, the “Term Loan Facilities”), made available to the Buyer. To the extent there is, immediately prior to the Closing, Available Equity of greater than $100 million, the principal amount of the Term Loan Facilities will be reduced by the difference between the Available Equity (up to a maximum amount of $160 million) and $100 million, with such reduction to be allocated between such Term Loan Facilities as determined by the Commitment Parties in their sole discretion. To the extent there is, immediately prior to Closing, Available Equity of greater than $160 million, in addition to the reduction in the principal amount of the Term Loan Facilities described in the preceding sentence, (x) the number of Rollover Units received by the Seller will be reduced (and the cash consideration to be paid to the Seller will be correspondingly increased) by an amount equal to 20% of the difference between the Available Equity and $160 million and (y) the principal amount of the Term Loan Facilities will be further reduced by an amount equal to 80% of the difference between the Available Equity and $160 million, with such reduction to be allocated between such Term Loan Facilities as determined by the Commitment Parties in their sole discretion until such time as the principal amount of the Term Loan Facilities is reduced to $270 million. Furthermore, to the extent the principal amount of the Term Loan Facilities has been reduced to $270 million, the value of the Rollover Units received by the Seller will be reduced until their value is equal to $120 million, and thereafter the principal amounts of the Term Loan Facilities may be reduced further.

Macquarie Capital and Macquarie Funding are affiliates of MIHI LLC. Boxwood Sponsor LLC, our sponsor (the “Sponsor”), is jointly managed by MIHI Boxwood Sponsor, LLC, which is controlled by MIHI LLC, and Boxwood Management Company, LLC. For more information on the beneficial ownership of the Company’s securities by the Sponsor, see “Beneficial Ownership of Securities” in the accompanying proxy statement. Macquarie Capital is also a financial advisor and placement agent for the Company in connection with the business combination. See “Certain Relationships and Related Party Transactions” in the accompanying proxy statement for more information on the relationship between Macquarie Capital and the Company and our other related party transactions.

In order to offset any potential redemptions in connection with the business combination, we may enter into subscription agreements with institutional and accredited investors (the “PIPE investors”) for the purchase by such investors, immediately prior to or concurrently with the closing of the business combination, of our securities, including shares of our common or preferred stock or other equity or equity-linked securities, convertible debt or other hybrid equity securities or a combination of the foregoing (the “PIPE securities”). As of the date of this proxy statement, we have not entered into any such subscription agreements. Upon entering into any such subscription agreements, we will file a supplement or an amendment to the accompanying proxy statement and/or a Current Report on Form 8-K disclosing the details of such subscription agreements.

At the special meeting, you will be asked to consider and vote on a proposal (the “business combination proposal”) to approve and adopt the Purchase Agreement, a copy of which is attached to the accompanying proxy statement as

Annex A, and approve the acquisition of the Atlas Intermediate Units and the other transactions contemplated by the Purchase Agreement.

In addition, you will be asked to consider and vote on proposals to:

(a)     approve and adopt, assuming the business combination proposal is approved and adopted, the second amended and restated certificate of incorporation of the Company (the “Proposed Charter”), which, if approved, would take effect upon the Closing (we refer to this proposal as the “charter amendment proposal”);

(b)     approve and adopt, on a non-binding advisory basis, certain amendments to the amended and restated certificate of incorporation of the Company (the “Charter”) reflected in the Proposed Charter, which are being presented separately, in accordance with the requirements of the U.S. Securities and Exchange Commission (the “SEC”), as six sub-proposals (which we refer to, collectively, as the “advisory charter proposals”): (1) to authorize an additional 200,000,000 shares of common stock, which would consist of (i) increasing the number of shares of Class A common stock from 250,000,000 shares to 400,000,000 shares, (ii) establishing 100,000,000 shares of a newly designated class of Class B common stock (together with Class A common stock, “common stock”), in order to provide for our “Up-C” structure, which will permit the Continuing Members to hold their Holdings Units in a tax-efficient manner, and (iii) eliminating the 50,000,000 shares of Class F common stock, par value $0.0001 per share (“Class F common stock”) (we refer to this proposal as “advisory charter proposal A”); (2) to change the stockholder vote required to amend certain provisions of the Proposed Charter and the Company’s bylaws (we refer to this proposal as “advisory charter proposal B”); (3) to clarify that the current exclusive forum provision in the Charter adopting Delaware as the exclusive forum for certain stockholder litigation does not apply to claims (i) arising under the Securities Act of 1933, as amended (the “Securities Act”), as to which the Court of Chancery of the State of Delaware and the federal district court for the District of Delaware have concurrent jurisdiction under Section 22 of the Securities Act, or (ii) brought to enforce a duty or liability created by the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as to which the federal courts have exclusive jurisdiction under Section 27 of the Exchange Act (we refer to this proposal as “advisory charter proposal C”); (4) to provide that certain amendments to and actions under the Proposed Charter are subject to the director nomination agreement to be entered into between Boxwood and BCP (as defined in the accompanying proxy statement) (the “Nomination Agreement”) (we refer to this proposal as “advisory charter proposal D”); (5) to revise the existing waiver of the corporate opportunity doctrine so that such waiver is limited to Bernhard Capital Partners Management LP, the Sponsor, MIHI Boxwood Sponsor, LLC, MIHI LLC and Boxwood Management Company, LLC and any of their respective affiliates and employees (other than Atlas Technical Consultants, Inc. and its subsidiaries), including any of the foregoing who serve as officers or directors of Atlas Technical Consultants, Inc. (we refer to this proposal as “advisory charter proposal E”); and (6) to provide for certain additional changes, including, among other things, (i) changing the post-business combination company’s corporate name from “Boxwood Merger Corp.” to “Atlas Technical Consultants, Inc.” and making the Company’s corporate existence perpetual and (ii) removing certain provisions related to our status as a blank check company that will no longer apply upon consummation of the business combination, all of which our board of directors believes are necessary to adequately address the needs of the post-business combination Company (we refer to this proposal as “advisory charter proposal F”);

(c)     approve, assuming the business combination proposal and the charter amendment proposal are approved and adopted, for the purposes of complying with the applicable listing rules of The Nasdaq Stock Market (“Nasdaq”), (x) the issuance of more than 20% of our issued and outstanding common stock (i) pursuant to the terms of the Purchase Agreement, (ii) upon redemption of the Rollover Units and shares of Class B common stock pursuant to the Holdings LLC Agreement and (iii) the potential issuance of PIPE securities to PIPE investors in connection with the business combination, and (y) the issuance of common stock to BCP and the potential issuance of PIPE securities to any potential PIPE investor in connection with the business combination that may result in BCP or any such PIPE investor owning more than 20% of our outstanding common stock, or more than 20% of the voting power, which could constitute a “change of control” under Nasdaq rules (we refer to this proposal as the “Nasdaq proposal” and, collectively with the business combination proposal and the charter amendment proposal, the “condition precedent proposals”);

(d)     assuming the condition precedent proposals are approved and adopted, elect seven directors to serve staggered

terms on our board of directors until the 2020, 2021 and 2022 annual meeting of stockholders, respectively, or until such directors’ successors have been duly elected and qualified, or until such directors’ earlier death, resignation, retirement or removal (we refer to this proposal as the “director election proposal”);

(e)     approve and adopt, assuming the condition precedent proposals are approved and adopted, the Atlas Technical Consultants, Inc. 2019 Omnibus Incentive Plan, a copy of which is attached to the accompanying proxy statement as Annex C (we refer to this proposal as the “incentive plan proposal”); and

(f)     approve the adjournment of the special meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of any of the condition precedent proposals or the incentive plan proposal (we refer to this proposal as the “adjournment proposal”).

Each of these proposals is more fully described in the accompanying proxy statement, which you are encouraged to read carefully.

Our Class A common stock and warrants are currently listed on Nasdaq under the symbols “BWMC” and “BWMCW,” respectively. Certain of our shares of Class A common stock and warrants currently trade as units consisting of one share of Class A common stock and one redeemable warrant, and are listed on Nasdaq under the symbol “BWMCU.” The units will automatically separate into their component securities upon consummation of the business combination and, as a result, will no longer trade as an independent security. Upon the Closing, we intend to change our name from “Boxwood Merger Corp.” to “Atlas Technical Consultants, Inc.” We have applied to continue the listing of our Class A common stock and warrants on Nasdaq under the symbols “ATCX” and “ATCXW,” respectively, upon the Closing.

Only holders of record of shares of Class A common stock and shares of Class F common stock at the close of business on November 6, 2019 are entitled to notice of and to vote and have their votes counted at the special meeting and any adjournments or postponements of the special meeting. A complete list of Boxwood’s stockholders of record entitled to vote at the special meeting will be available for ten days before the special meeting at Boxwood’s principal executive offices for inspection by stockholders during ordinary business hours for any purpose germane to the special meeting.

We are providing the accompanying proxy statement and proxy card to our stockholders in connection with the solicitation of proxies to be voted at the special meeting and at any adjournments or postponements of the special meeting. Whether or not you plan to attend the special meeting, we urge you to read the accompanying proxy statement carefully. Please pay particular attention to the section entitled “Risk Factors” beginning on page 40 of the proxy statement.

After careful consideration, Boxwood’s board of directors has unanimously approved the Purchase Agreement and the transactions contemplated thereby and determined that each of the business combination proposal, the charter amendment proposal, the advisory charter proposals, the Nasdaq proposal, the director election proposal, the incentive plan proposal and the adjournment proposal is in the best interests of Boxwood and its stockholders, and unanimously recommends that you vote or give instruction to vote “FOR” each of those proposals.

The existence of financial and personal interests of Boxwood’s directors and officers may result in a conflict of interest on the part of one or more of the directors between what he or they may believe is in the best interests of Boxwood and its stockholders and what he or they may believe is best for himself or themselves in determining to recommend that stockholders vote for the proposals. See the sections entitled “The Business Combination Proposal — Interests of Certain Persons in the Business Combination” and “Beneficial Ownership of Securities” in the accompanying proxy statement for a further discussion.

Boxwood’s initial stockholders (consisting of the Sponsor, Joe Reece, Richard A. Gadbois and Alan P. Krusi) and our other officers and directors entered into a letter agreement at the time of the Company’s initial public offering (the “IPO”), pursuant to which they agreed to vote the shares of Class F common stock (the “founder shares”) purchased by them, as well as any shares of Class A common stock included in the units sold by Boxwood in the IPO (the “public shares”) purchased by them during or after the IPO, in favor of the business combination proposal. In addition, concurrently with the entry into the Purchase Agreement, the Sponsor, MIHI Boxwood Sponsor, LLC, MIHI LLC, Boxwood Management Company, LLC, and the Company’s officers and directors entered into the Support Agreement with the Seller, pursuant to which the Sponsor, MIHI Boxwood Sponsor, LLC, MIHI LLC, Boxwood Management Company, LLC, and the Company’s officers and directors agreed, among other things, to vote all of their shares of common stock held or subsequently acquired by them in favor of the approval of the business combination. As of the date hereof, Boxwood’s initial stockholders own 20.8% of our total outstanding shares of common stock.

Pursuant to the Charter, a holder of public shares (a “public stockholder”) may request that Boxwood redeem all or a portion of such public stockholder’s public shares for cash if the business combination is consummated. You will be entitled to receive cash for any public shares to be redeemed only if you:

(i)     (a) hold public shares or (b) hold public shares through units and you elect to separate your units into the underlying public shares and public warrants prior to exercising your redemption rights with respect to the public shares; and

(ii)    prior to 10:00 AM, Eastern Time, on December 10, 2019 (two business days prior to the vote at the special meeting), (a) submit a written request to Continental Stock Transfer & Trust Company, Boxwood’s transfer agent (the “transfer agent”), that Boxwood redeem your public shares for cash and (b) deliver your public shares to the transfer agent, physically or electronically through The Depository Trust Company (“DTC”).

Holders of units must elect to separate the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and public warrants, or if a holder holds units registered in its own name, the holder must contact the transfer agent directly and instruct it to do so. Public stockholders may elect to redeem all or a portion of their public shares even if they vote for the business combination proposal. If the business combination is not consummated, the public shares will not be redeemed for cash. If a public stockholder properly exercises its right to redeem its public shares and timely delivers its shares to the transfer agent, we will redeem each public share for a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account established in connection with the IPO (the “trust account”), calculated as of two business days prior to the consummation of the business combination, including interest earned on the funds held in the trust account (net of taxes payable), divided by the number of then-outstanding public shares. For illustrative purposes, as of November 7, 2019, this would have amounted to approximately $10.19 per public share. If a public stockholder exercises its redemption rights, then it will be exchanging its redeemed public shares for cash and will no longer own such shares. Any request to redeem public shares, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with our consent, until the Closing. Furthermore, if a holder of a public share delivers its certificate in connection with an election of its redemption and subsequently decides prior to the applicable date not to elect to exercise such rights, it may simply request that Boxwood instruct our transfer agent to return the certificate (physically or electronically). The holder can make such request by contacting the transfer agent, at the address or email address listed in the accompanying proxy statement. We will be required to honor such request only if made prior to the deadline for exercising redemption requests. See “Special Meeting — Redemption Rights” in the accompanying proxy statement for a detailed description of the procedures to be followed if you wish to redeem your public shares for cash.

Notwithstanding the foregoing, a holder of public shares, together with any affiliate of such public stockholder or any other person with whom such public stockholder is acting in concert or as a “group” (as defined in Section 13 of the Exchange Act), will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the public shares, without our prior consent. Accordingly, if a public stockholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares, then any such shares in excess of that 15% limit would not be redeemed for cash, without our prior consent.

The consummation of the business combination is conditioned upon, among other things, approval by Boxwood’s stockholders of the Purchase Agreement and the business combination. Unless waived, if any of these conditions are not satisfied, the business combination may not be consummated. Furthermore, in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001. See “The Business Combination Proposal — The Purchase Agreement.”

Under the Purchase Agreement, the approval of each of the condition precedent proposals is a condition to the consummation of the business combination. The adoption of each condition precedent proposal is conditioned on the approval of all of the condition precedent proposals. The director election proposal and the incentive plan proposal are conditioned on the approval of all of the condition precedent proposals, and each of the advisory charter proposals and the adjournment proposal are not conditioned on the approval of any other proposal. If our stockholders do not approve each of the condition precedent proposals, the business combination may not be consummated.

Approval of the business combination proposal, each of the advisory charter proposals, the Nasdaq proposal, the incentive plan proposal and the adjournment proposal requires the affirmative vote of holders of a majority of the shares of Class A common stock and Class F common stock cast by Boxwood’s stockholders present in person or by

proxy at the special meeting and entitled to vote thereon, voting as a single class. Approval of the charter amendment proposal requires the affirmative vote of holders of a majority of the outstanding shares of Class A common stock and Class F common stock entitled to vote thereon at the special meeting, voting as a single class. The election of the director nominees pursuant to the director election proposal requires the affirmative vote of the holders of a plurality of the shares of Class A common stock and Class F common stock cast by Boxwood’s stockholders present in person or by proxy at the special meeting and entitled to vote thereon, voting as a single class.

All our stockholders are cordially invited to attend the special meeting in person. To ensure your representation at the special meeting, however, you are urged to complete, sign, date and return the enclosed proxy card as soon as possible. If you are a stockholder of record holding shares of common stock, you may also cast your vote in person at the special meeting. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares or, if you wish to attend the special meeting and vote in person, obtain a proxy from your broker or bank. A stockholder’s failure to vote by proxy or to vote in person at the special meeting will not be counted towards the number of shares of common stock required to validly establish a quorum, and if a valid quorum is otherwise established, such failure to vote will have no effect on the outcome of any vote on the proposals other than the charter amendment proposal. Abstentions will be counted in connection with the determination of whether a valid quorum is established but will have no effect on the outcome of the vote on any of the proposals except for the charter amendment proposal. Failure to vote by proxy or to vote in person or an abstention from voting on the charter amendment proposal will have the same effective as a vote “AGAINST” the charter amendment proposal.

Your vote is important regardless of the number of shares you own. Whether you plan to attend the special meeting or not, please sign, date and return the enclosed proxy card as soon as possible in the envelope provided.

If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that your shares are represented and voted at the special meeting.

On behalf of our board of directors, I would like to thank you for your support of Boxwood Merger Corp. and look forward to a successful completion of the business combination.

If you return your proxy card signed and without an indication of how you wish to vote, your shares will be voted in favor of each of the proposals.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST (1) IF YOU HOLD SHARES OF CLASS A COMMON STOCK THROUGH UNITS, ELECT TO SEPARATE YOUR UNITS INTO THE UNDERLYING PUBLIC SHARES AND PUBLIC WARRANTS PRIOR TO EXERCISING YOUR REDEMPTION RIGHTS WITH RESPECT TO THE PUBLIC SHARES, (2) SUBMIT A WRITTEN REQUEST TO THE TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT THE SPECIAL MEETING, THAT YOUR PUBLIC SHARES BE REDEEMED FOR CASH, AND (3) DELIVER YOUR SHARES OF CLASS A COMMON STOCK TO THE TRANSFER AGENT, PHYSICALLY OR ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM, IN EACH CASE IN ACCORDANCE WITH THE PROCEDURES AND DEADLINES DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT. IF THE BUSINESS COMBINATION IS NOT CONSUMMATED, THEN THE PUBLIC SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. SEE “SPECIAL MEETING — REDEMPTION RIGHTS” IN THE ACCOMPANYING PROXY STATEMENT FOR MORE SPECIFIC INSTRUCTIONS.

Neither the United States Securities and Exchange Commission nor any state securities commission has approved or disapproved of the transactions described in the accompanying proxy statement, passed upon the merits or fairness of the Purchase Agreement or the transactions contemplated thereby, or passed upon the adequacy or accuracy of the accompanying proxy statement. Any representation to the contrary is a criminal offense.

This proxy statement is dated November 12, 2019 and is first being mailed to our stockholders on or about November 12, 2019.

BOXWOOD MERGER CORP.
8801 Calera Drive
Austin, Texas 78735

NOTICE OF SPECIAL MEETING
IN LIEU OF THE 2019 ANNUAL MEETING OF STOCKHOLDERS OF
BOXWOOD MERGER CORP.

To Be Held On December 12, 2019

To the Stockholders of Boxwood Merger Corp.:

NOTICE IS HEREBY GIVEN that a special meeting in lieu of the 2019 annual meeting (the “special meeting”) of stockholders of Boxwood Merger Corp., a Delaware corporation (“Boxwood,” the “Company,” “we,” “us” or “our”), will be held at 10:00 AM, Eastern Time, on December 12, 2019, at the offices of Winston & Strawn LLP, located at 200 Park Avenue, New York, NY 10166. You are cordially invited to attend the special meeting.

At the special meeting, you will be asked to consider and vote on proposals to:

(a)     Proposal No. 1 — The Business Combination Proposal — approve and adopt the unit purchase agreement, dated as of August 12, 2019 (as the same may be amended from time to time, the “Purchase Agreement”), by and among Boxwood, Atlas TC Holdings LLC, a wholly-owned subsidiary of the Company and a Delaware limited liability company (“Holdings”), Atlas TC Buyer LLC, a wholly-owned subsidiary of Holdings and a Delaware limited liability company (“Buyer”), Atlas Intermediate Holdings LLC, a Delaware limited liability company (“Atlas Intermediate”), and Atlas Technical Consultants Holdings LP, a Delaware limited partnership (the “Seller”), which provides for, among other things, the purchase by the Buyer from the Seller of all of the issued and outstanding equity interests in Atlas Intermediate (the “Atlas Intermediate Units”), with the Seller and its limited partners (together with the Seller, the “Continuing Members”) receiving cash and a number of equity interests in Holdings (the “Holdings Units”) and a corresponding number of shares of Class B common stock of the Company, par value $0.0001 per share (“Class B common stock”), as described below, on the terms and subject to the conditions set forth in the Purchase Agreement, and approve the acquisitions of the Atlas Intermediate Units and the other transactions contemplated by the Purchase Agreement (the “business combination”) (we refer to this proposal as the “business combination proposal”);

(b)    Proposal No. 2 — The Charter Amendment Proposal — approve and adopt, assuming the business combination proposal is approved and adopted, the second amended and restated certificate of incorporation of the Company (the “Proposed Charter”), which, if approved, would take effect upon the closing of the business combination (the “Closing”) (we refer to this proposal as the “charter amendment proposal”);

(c)     The Advisory Charter Proposals — approve and adopt, on a non-binding advisory basis, certain amendments to the amended and restated certificate of incorporation of the Company (the “Charter”) as reflected in the Proposed Charter, which are being presented separately, in accordance with the requirements of the SEC, as six sub-proposals (which we refer to, collectively, as the “advisory charter proposals”):

(1)     Proposal No. 3 — Advisory Charter Proposal A — to authorize an additional 200,000,000 shares of common stock, which would consist of (i) increasing the number of shares of Class A common stock, par value $0.0001 per share (“Class A common stock”), from 250,000,000 shares to 400,000,000 shares, (ii) establishing 100,000,000 shares of a newly designated class of Class B common stock (together with Class A common stock, “common stock”) in order to provide for our “Up-C” structure, which will permit the Continuing Members to hold their Holdings Units in a tax-efficient manner, and (iii) eliminating the 50,000,000 shares of Class F common stock, par value $0.0001 per share (“Class F common stock”) (we refer to this proposal as “advisory charter proposal A”);

(2)    Proposal No. 4 — Advisory Charter Proposal B — to change the stockholder vote required to amend certain provisions of the Proposed Charter and the Company’s bylaws (we refer to this proposal as “advisory charter proposal B”);

(3)    Proposal No. 5 — Advisory Charter Proposal C — to clarify that the current exclusive forum provision in the Charter adopting Delaware as the exclusive forum for certain stockholder litigation does not apply to claims (i) arising under the Securities Act of 1933, as amended (the

“Securities Act”), as to which the Court of Chancery of the State of Delaware and the federal district court for the District of Delaware have concurrent jurisdiction under Section 22 of the Securities Act, or (ii) brought to enforce a duty or liability created by the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as to which the federal courts have exclusive jurisdiction under Section 27 of the Exchange Act (we refer to this proposal as “advisory charter proposal C”);

(4)    Proposal No. 6 — Advisory Charter Proposal D — to provide that certain amendments to and actions under the Proposed Charter are subject to the director nomination agreement to be entered into between Boxwood and BCP (as defined in the accompanying proxy statement) (the “Nomination Agreement”) (we refer to this proposal as “advisory charter proposal D”); and

(5)    Proposal No. 7 — Advisory Charter Proposal E — to revise the existing waiver of the corporate opportunity doctrine so that such waiver is limited to Bernhard Capital Partners Management LP, Boxwood Sponsor LLC, our sponsor (the “Sponsor”), MIHI Boxwood Sponsor, LLC, MIHI LLC and Boxwood Management Company, LLC and any of their respective affiliates and employees (other than Atlas Technical Consultants, Inc. and its subsidiaries), including any of the foregoing who serve as officers or directors of Atlas Technical Consultants, Inc. (we refer to this proposal as “advisory charter proposal E”); and

(6)    Proposal No. 8 — Advisory Charter Proposal F — to provide for certain additional changes, including, among other things, (i) changing the post-business combination company’s corporate name from “Boxwood Merger Corp.” to “Atlas Technical Consultants, Inc.” and making the Company’s corporate existence perpetual and (ii) removing certain provisions related to our status as a blank check company that will no longer apply upon consummation of the business combination, all of which our board of directors believes are necessary to adequately address the needs of the post-business combination Company (we refer to this proposal as “advisory charter proposal F”).

(d)    Proposal No. 9 — The Nasdaq Proposal — approve, assuming the business combination proposal and the charter proposals are approved and adopted, for the purposes of complying with the applicable listing rules of The Nasdaq Stock Market (“Nasdaq”), (x) the issuance of more than 20% of our issued and outstanding common stock (i) pursuant to the terms of the Purchase Agreement, (ii) upon redemption of the Rollover Units and shares of Class B common stock pursuant to the Holdings LLC Agreement and (iii) the potential issuance of PIPE securities (as defined in the accompanying proxy statement) to any PIPE investors (as defined in the accompanying proxy statement) in connection with the business combination, and (y) the issuance of common stock to BCP and the potential issuance of PIPE securities to any potential PIPE investor in connection with the business combination that may result in BCP or any such PIPE investor owning more than 20% of our outstanding common stock, or more than 20% of the voting power, which could constitute a “change of control” under Nasdaq rules (we refer to this proposal as the “Nasdaq proposal” and, collectively with the business combination proposal and the charter amendment proposal, the “condition precedent proposals”);

(e)     Proposal No. 10 — The Director Election Proposal — elect, assuming the condition precedent proposals are approved and adopted, seven directors to serve staggered terms on our board of directors until the 2020, 2021 and 2022 annual meeting of stockholders, respectively, or until such directors’ successors have been duly elected and qualified, or until such directors’ earlier death, resignation, retirement or removal (we refer to this proposal as the “director election proposal”);

(f)     Proposal No. 11 — The Incentive Plan Proposal — approve and adopt, assuming the condition precedent proposals are approved and adopted, the Atlas Technical Consultants, Inc. 2019 Omnibus Incentive Plan, a copy of which is attached to the accompanying proxy statement as Annex C (we refer to this proposal as the “incentive plan proposal”); and

(g)     Proposal No. 12 — The Adjournment Proposal — approve the adjournment of the special meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of any of the condition precedent proposals or the incentive plan proposal (we refer to this proposal as the “adjournment proposal”).

The above matters are more fully described in the accompanying proxy statement, which also includes, as Annex A, a copy of the Purchase Agreement. We urge you to read carefully the accompanying proxy statement in its entirety, including the Annexes and accompanying financial statements.

Our Class A common stock and warrants are currently listed on Nasdaq under the symbols “BWMC” and “BWMCW,” respectively. Certain of our shares of Class A common stock and warrants currently trade as units consisting of one share of Class A common stock and one redeemable warrant, and are listed on Nasdaq under the symbol “BWMCU.” The units will automatically separate into their component securities upon consummation of the business combination and, as a result, will no longer trade as an independent security. Upon the Closing, we intend to change our name from “Boxwood Merger Corp.” to “Atlas Technical Consultants, Inc.” We have applied to continue the listing of our Class A common stock and warrants on Nasdaq under the symbols “ATCX” and “ATCXW,” respectively, upon the Closing.

Only holders of record of shares of Class A common stock and shares of Class F common stock at the close of business on November 6, 2019 are entitled to notice of and to vote and have their votes counted at the special meeting and any adjournments or postponements of the special meeting. A complete list of Boxwood’s stockholders of record entitled to vote at the special meeting will be available for ten days before the special meeting at Boxwood’s principal executive offices for inspection by stockholders during ordinary business hours for any purpose germane to the special meeting.

Pursuant to the Charter, a holder of public shares (a “public stockholder”) may request that Boxwood redeem all or a portion of its public shares for cash if the business combination is consummated. You will be entitled to receive cash for any public shares to be redeemed only if you:

(i)     (a) hold public shares or (b) hold public shares through units and you elect to separate your units into the underlying public shares and public warrants prior to exercising your redemption rights with respect to the public shares; and

(ii)    prior to 10:00 AM Eastern Time on December 10, 2019 (two business days prior to the vote at the special meeting), (a) submit a written request to Continental Stock Transfer & Trust Company, Boxwood’s transfer agent (the “transfer agent”), that Boxwood redeem your public shares for cash and (b) deliver your public shares to the transfer agent, physically or electronically through The Depository Trust Company (“DTC”).

Holders of units must elect to separate the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and public warrants, or if a holder holds units registered in its own name, the holder must contact the transfer agent directly and instruct it to do so. Public stockholders may elect to redeem all or a portion of their public shares even if they vote for the business combination proposal. If the business combination is not consummated, the public shares will not be redeemed for cash. If a public stockholder properly exercises its right to redeem its public shares and timely delivers its shares to the transfer agent, we will redeem each public share for a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account (the “trust account”) established in connection with the Company’s initial public offering (the “IPO”), calculated as of two business days prior to the consummation of the business combination, including interest earned on the funds held in the trust account (net of taxes payable), divided by the number of then-outstanding public shares. For illustrative purposes, as of November 7, 2019, this would have amounted to approximately $10.19 per public share. If a public stockholder exercises its redemption rights, then it will be exchanging its redeemed public shares for cash and will no longer own such shares. Any request to redeem public shares, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with our consent, until the Closing. Furthermore, if a holder of a public share delivers its certificate in connection with an election of its redemption and subsequently decides prior to the applicable date not to elect to exercise such rights, it may simply request that Boxwood instruct our transfer agent to return the certificate (physically or electronically). The holder can make such request by contacting the transfer agent, at the address or email address listed in this proxy statement. We will be required to honor such request only if made prior to the deadline for exercising redemption requests. See “Special Meeting — Redemption Rights” in the accompanying proxy statement for a detailed description of the procedures to be followed if you wish to redeem your public shares for cash.

Notwithstanding the foregoing, a holder of public shares, together with any affiliate of such public stockholder or any other person with whom such public stockholder is acting in concert or as a “group” (as defined in Section 13 of the Exchange Act), will be restricted from redeeming its public shares with respect to more than an aggregate of 15%

of the public shares, without our prior consent. Accordingly, if a public stockholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares, then any such shares in excess of that 15% limit would not be redeemed for cash, without our prior consent.

Under the Purchase Agreement, the approval of each of the condition precedent proposals is a condition to the consummation of the business combination. The adoption of each condition precedent proposal is conditioned on the approval of all of the condition precedent proposals. The director election proposal and the incentive plan proposal are conditioned on the approval of the condition precedent proposals, and each of the advisory charter proposals and the adjournment proposal are not conditioned on the approval of any other proposal. Unless waived by the parties to the Purchase Agreement, if our stockholders do not approve each of the condition precedent proposals, the business combination may not be consummated. Furthermore, in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001. See “The Business Combination Proposal — The Purchase Agreement.”

Approval of the business combination proposal, each of the advisory charter proposals, the Nasdaq proposal, the incentive plan proposal and the adjournment proposal requires the affirmative vote of holders of a majority of the shares of Class A common stock and Class F common stock cast by Boxwood’s stockholders present in person or by proxy at the special meeting and entitled to vote thereon, voting as a single class. Approval of the charter amendment proposal requires the affirmative vote of holders of a majority of the outstanding shares of Class A common stock and Class F common stock entitled to vote thereon at the special meeting, voting as a single class. The election of the director nominees pursuant to the director election proposal requires the affirmative vote of the holders of a plurality of the shares of Class A common stock and Class F common stock cast by Boxwood’s stockholders present in person or by proxy at the special meeting and entitled to vote thereon, voting as a single class.

Your attention is directed to the proxy statement accompanying this notice (including the annexes thereto) for a more complete description of the proposed business combination and related transactions and each of the proposals. We urge you to read the accompanying proxy statement carefully. If you have any questions or need assistance voting your shares of Boxwood common stock, please contact Morrow Sodali LLC, our proxy solicitor, by calling (800) 662-5200, or banks and brokers can call collect at (203) 658-9400, or by emailing BWMC.info@investor.morrowsodali.com. This notice of special meeting and the proxy statement are available at https://www.cstproxy.com/boxwoodmc/2019.

Important Notice Regarding the Availability of Proxy Materials for the Special Meeting of Stockholders to be held on December 12, 2019: This notice of special meeting and the related proxy statement will be available at https://www.cstproxy.com/boxwoodmc/2019.

TABLE OF CONTENTS

CERTAIN DEFINED TERMS

Unless otherwise stated or unless the context otherwise requires, the terms “Boxwood,” the “Company,” “we,” “us” or “our” refer to Boxwood Merger Corp.

In this proxy statement, unless otherwise stated or unless the context otherwise requires:

“adjournment proposal” means the proposal to approve the adjournment of the special meeting to a later date or dates.

“advisory charter proposals” means the six sub-proposals to take effect upon the Closing if the charter amendment proposal is approved, consisting of advisory charter proposal A, advisory charter proposal B, advisory charter proposal C, advisory charter proposal D, advisory charter proposal E and advisory charter proposal F.

“advisory charter proposal A” means the advisory charter proposal to authorize an additional 200,000,000 shares of common stock, which would consist of (i) increasing the number of shares of Class A common stock from 250,000,000 shares to 400,000,000 shares, (ii) establishing 100,000,000 shares of a newly designated class of Class B common stock and (iii) eliminating the 50,000,000 shares of Class F common stock.

“advisory charter proposal B” means the advisory charter proposal to change the stockholder vote that is required to amend certain provisions of the Proposed Charter and the Company’s bylaws.

“advisory charter proposal C” means the advisory charter proposal to clarify that the current exclusive forum provision in the Charter adopting Delaware as the exclusive forum for certain stockholder litigation does not apply to claims (i) arising under the Securities Act, as to which the Court of Chancery of the State of Delaware and the federal district court for the District of Delaware have concurrent jurisdiction under Section 22 of the Securities Act, or (ii) brought to enforce a duty or liability created by the Exchange Act, as to which the federal courts have exclusive jurisdiction under Section 27 of the Exchange Act.

“advisory charter proposal D” means the advisory charter proposal to provide that certain amendments to and actions under the Proposed Charter are subject to the Nomination Agreement.

“advisory charter proposal E” means the advisory charter proposal to revise the existing waiver of the corporate opportunity doctrine so that such waiver is limited to the Covered Persons.

“advisory charter proposal F” means the advisory charter proposal to provide for certain additional changes, including, among other things, (i) changing the post-business combination company’s corporate name from “Boxwood Merger Corp.” to “Atlas Technical Consultants, Inc.” and making the Company’s corporate existence perpetual and (ii) removing certain provisions related to our status as a blank check company that will no longer apply upon consummation of the business combination.

“ASC” means Accounting Standard Codification.

“ASC 805” means ASC Topic 805, Business combinations.

“ATC” means ATC Group Partners LLC and subsidiaries.

“ATC Group Services” means an environmental and engineering consulting services company with over 1,700 employees across North America acquired by Atlas in January 2019.

“ATC SPV” means Atlas Technical Consultants, SPV.

“Atlas” means Atlas Intermediate and its subsidiaries.

“Atlas Credit Facility” means the term loan of $145 million and a revolving credit facility of $50 million, of which $31.8 million was funded to Atlas at closing.

“Atlas Intermediate” means Atlas Intermediate Holdings LLC, a Delaware limited liability company.

“Atlas Intermediate Units” means all issued and outstanding equity interests in Atlas Intermediate.

“Available Equity” means the amount of money remaining in the trust account following any redemptions of Class A common stock and the amount of additional proceeds (if any) raised by the Company through equity financing sources prior to the Closing.

“Base Salary” means the initial annual base salary of $550,000 to which Mr. Boyer is entitled to under the Employment Agreement.

“BCP” means, collectively, BCP Energy Services Funds and (i) affiliates of and (ii) investment funds affiliated with or managed by, in each case, BCP Energy Services Funds.

“BCP Energy Services Funds” means BCP Energy Services Fund, LP, BCP Energy Services Fund-A, LP and BCP Energy Services Executive Fund, LP.

“BCP Parties” means Arrow Environmental SPV, LLC and ATC SPV together.

“Boxwood common stock” means, together, the Class A common stock and Class F common stock.

“business combination” means the acquisitions and transactions contemplated by the Purchase Agreement.

“business combination proposal” means the proposal to approve and adopt the Purchase Agreement and such acquisitions and other transactions as contemplated thereby.

“Buyer” means Atlas TC Buyer LLC, a wholly-owned subsidiary of Holdings and a Delaware limited liability company.

“CAGR” means compound annual growth rate.

“Cash Consideration” means the $260 million to $337 million in cash the Company has agreed to pay to the Seller at Closing.

“CEL” means Consolidated Engineering Laboratories.

“Charter” means the amended and restated certificate of incorporation of the Company.

“charter amendment proposal” means the proposal to approve and adopt the Proposed Charter, assuming the business combination proposal is approved and adopted.

“CIM” means the confidential information memorandum provided to the Company by Harris.

“Class A common stock” means the Class A common stock of the Company, par value $0.0001 per share.

“Class B common stock” means the Class B common stock of the Company, par value $0.0001 per share.

“Class F common stock” means the Class F common stock of the Company, par value $0.0001 per share.

“Closing” means the closing of the business combination.

“CNH Partners” means CNH Partners, LLC.

“Code” means the Internal Revenue Code of 1986, as amended.

“Commitment Parties” means Macquarie Capital, Macquarie Funding and Natixis.

“Compensation Committee” means the compensation committee of the Company’s board of directors.

“condition precedent proposals” means the business combination proposal, the charter amendment proposal and the Nasdaq proposal.

“Continuing Members” means the Seller and its limited partners.

“Covered Persons” means Bernhard Capital Partners Management LP, the Sponsor, MIHI Boxwood Sponsor, LLC, MIHI LLC and Boxwood Management Company, LLC and any of their affiliates (other than Atlas Technical Consultants, Inc. and its subsidiaries), successors, partners, principals, directors, officers, current and former members, managers and employees, including any of the foregoing who serve as officers or directors of Atlas Technical Consultants, Inc.

“Credit Facilities” means the credit facilities committed to by Macquarie Funding and Natixis pursuant to the Debt Commitment Letter.

“Debt Commitment Letter” means the debt commitment letter entered into by and among the Company and the Commitment Parties on August 12, 2019.

“DGCL” means the General Corporation Law of the State of Delaware.

“director election proposal” means the proposal to elect seven directors to serve staggered terms on our board of directors until the 2020, 2021 and 2022 annual meeting of stockholders, respectively, or until such directors’ successors have been duly elected and qualified, or until such directors’ earlier death, resignation, retirement or removal.

“DTC” means The Depository Trust Company.

“Employment Agreement” means the employment agreement entered into on August 12, 2019 by and between the Company and L. Joe Boyer pursuant to which he will become the Chief Executive Officer of the Company effective as of, and contingent upon, the Closing.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“EY” means Ernst & Young LLP, an independent registered public accounting firm.

“FAST Act” means Fixing America’s Surface Transportation Act.

“First Lien Term Facility” means the senior secured first lien term loan facility in an aggregate principal amount of up to $290 million.

“Forfeiture” means the forfeiture of 1,437,500 shares of Class F common stock by the Sponsor on November 15, 2018.

“founder shares” means the shares of Class F common stock purchased by Boxwood’s initial stockholders.

“GAAP” means United States generally accepted accounting principles, consistently applied, as in effect from time to time.

“Greenhill” means Greenhill & Co.

“Harris” means Harris Williams & Co.

“Helena” means Helena Advisors, LLC.

“Holdings” means Atlas TC Holdings LLC, a wholly-owned subsidiary of the Company and a Delaware limited liability company.

“Holdings LLC Agreement” means the amended and restated limited liability company agreement of Holdings to be entered into in connection with the Closing.

“Holdings Units” means the equity interests of Holdings.

“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder.

“Incentive Plan” means the Atlas Technical Consultants, Inc. 2019 Omnibus Incentive Plan.

“incentive plan proposal” means the proposal to approve and adopt the Atlas Technical Consultants, Inc. 2019 Omnibus Incentive Plan.

“initial stockholders” means the Sponsor, Joe Reece, Richard A. Gadbois and Alan P. Krusi.

“IPO” or “initial public offering” means the Company’s initial public offering of units consummated on November 20, 2018.

“JOBS Act” means the Jumpstart Our Business Startups Act of 2012, as amended.

“LIBOR” means the London Interbank Offered Rate.

“Lock-Up Agreement” means the lock-up agreement entered into at Closing by and between the Company and the Sponsor.

“Macquarie Capital” means Macquarie Capital (USA) Inc.

“Macquarie Funding” means Macquarie Capital Funding LLC.

“Moreland” means Moreland Altobelli Associates.

“Nasdaq” means The Nasdaq Stock Market.

“Nasdaq proposal” means the proposal to approve, assuming the business combination proposal and the charter amendment proposal are approved and adopted, for the purposes of complying with the applicable listing rules of The Nasdaq Stock Market, (x) the issuance of more than 20% of our issued and outstanding common stock (i) pursuant to the terms of the Purchase Agreement, (ii) upon redemption of the Rollover Units and shares of Class B common stock pursuant to the Holdings LLC Agreement and (iii) the potential issuance of PIPE securities to any PIPE investors in connection with the business combination and (y) the issuance of common stock to BCP and the potential issuance of PIPE securities to any potential PIPE investor in connection with the business combination that may result in BCP or any such PIPE investor owning more than 20% of our outstanding common stock, or more than 20% of the voting power, which could constitute a “change of control” under Nasdaq rules.

“Natixis” means Natixis, New York Branch.

“Nomination Agreement” means the director nomination agreement by and between the Company and BCP, pursuant to which BCP will have the right to designate members to be appointed or nominated for election to the board of directors of the Company, subject to reduction based on the beneficial ownership thresholds and terms and conditions set forth therein.

“PAVETEX” means PAVETEX Engineering and Engineering Testing Services.

“Piedmont” means Piedmont Geotechnical Consultants.

“PIPE” means a private investment in a public entity.

“Potential Targets” means the nine companies (including Atlas) that were considered for the purposes of entering into a business combination with the Company.

“Prior Boyer Agreement” means the employment agreement entered into on October 23, 2017 by and between Atlas Technical Consultants LLC and Mr. Boyer to serve as its Chief Executive Officer, with an initial term of three years and automatic one-year renewals thereafter.

“private placement” means the private sale of the private placement units and the private placement warrants simultaneously with the closing of the IPO.

“private placement shares” means the shares of Class A common stock in the private placement units issued in the private placement.

“private placement units” means the 250,000 units at $10.00 per private placement unit purchased by the Sponsor simultaneously with the closing of the IPO, each of which consists of one share of Class A common stock and one private placement warrant.

“private placement warrants” means the 3,500,000 warrants purchased by the Sponsor simultaneously with the closing of the IPO, each of which is exercisable for one share of Class A common stock at $11.50 per share, at a price of $1.00 per warrant, generating gross proceeds of $6,000,000.

“Projections” means the prospective financial information prepared by management of Atlas and provided to Boxwood’s board of directors.

“Promissory Note” means the promissory note issued on August 22, 2018 to the Sponsor by Boxwood, pursuant to which Boxwood borrowed an aggregate principal amount of $300,000, and which was repaid upon the consummation of the IPO on November 20, 2018.

“Proposed Charter” means the second amended and restated certificate of incorporation of the Company which, if approved, would take effect upon the Closing.

“public shares” means the shares of Class A common stock included in the units sold by Boxwood in its IPO.

“public stockholder” means a holder of Boxwood’s public shares.

“public warrants” means the 20,000,000 redeemable warrants sold as part of the units in the IPO.

“Purchase Agreement” means that unit purchase agreement entered into by and between the Buyer and Seller on August 12, 2019 for the purchase by the Buyer of the Seller’s issued and outstanding equity interests in Atlas Intermediate as may be amended from time to time.

“QA” means quality assurance.

“Recapitalization” means the recapitalization effected on November 14, 2018 pursuant to which each share of common stock was converted into 71,875 shares of Class F common stock.

“redemption rights” means the rights of stockholders to elect to redeem all or a portion of the public shares into a pro rata portion of the cash held in the trust account.

“Registration Rights Agreement” means the registration rights agreement by and between the Company and the Continuing Members wherein the Continuing Members will be granted certain rights to have registered, in certain circumstances, the resale under the Securities Act of the Class A common stock issuable to them upon the exchange or redemption of their Holdings Units received by them in the business combination.

“Restrictive Covenant Agreement” means the restrictive covenant agreement between the BCP Parties.

“Revolving Facility” means the senior secured first lien revolving credit facility in an aggregate principal amount of $40 million.

“Rollover Units” means the between $120 million and $197 million of Holdings Units received by the Continuing Members, with each valued at $10.00 per unit (subject to adjustment in accordance with the Purchase Agreement).

“Rule 144” means Rule 144 under the Securities Act.

“SAR” means a stock appreciation right.

“SCST” means SCST, Inc.

“SEC” means the U.S. Securities and Exchange Commission.

“Second Lien Term Facility” means the senior secured second lien term loan facility in an aggregate principal amount of up to $70 million.

“Securities Act” means the Securities Act of 1933, as amended.

“Seller” means Atlas Technical Consultants Holdings LP, a Delaware limited partnership.

“SOX” means the Sarbanes-Oxley Act of 2002, as amended.

“special meeting” means the special meeting in lieu of the 2019 annual meeting of stockholders of Boxwood.

“Sponsor” means the Company’s sponsor, Boxwood Sponsor LLC.

“Support Agreement” means the Stockholder Support Agreement entered into concurrently with the Purchase Agreement by and among the Sponsor, MIHI Boxwood Sponsor, LLC, MIHI LLC, Boxwood Management Company, LLC, and the Company’s officers and directors, pursuant to which the Sponsor, MIHI Boxwood Sponsor, LLC, MIHI LLC, Boxwood Management Company, LLC, and the Company’s officers and directors agreed, among other things, to vote all of their shares of Class A common stock and Class F common stock, par value $0.0001 per share, held or subsequently acquired by them in favor of the approval of the business combination.

“Target Bonus” means an annual bonus with a target opportunity of 100% of the then-current Base Salary.

“Term Loan Facilities” means the First Lien Term Facility and the Second Lien Term Facility together.

“TIC” means testing, inspection and certification.

“transfer agent” means Continental Stock Transfer & Trust Company.

“trust account” means the trust account established in connection with the IPO.

“units” means the units of the Company, each consisting of one share of Class A common stock and one redeemable warrant of the Company, with each such public warrant entitling the holder thereof to purchase one share of Class A common stock at a price of $11.50 per share.

“Voting Agreement” means the voting agreement entered into at Closing by and between the Company and the Sponsor, pursuant to which the Sponsor will agree to vote its shares of common stock in favor of each individual nominated for election to the board of directors who has been recommended by the board for such appointment or nomination pursuant to the Nomination Agreement at every meeting of the stockholders of the Company called with respect to the election of members of the board.

“warrants” means the private placement warrants and public warrants.

“Working Capital Loans” means the loans for any additional funds as may be required that may be made to Boxwood in order to finance transaction costs in connection with a business combination by the Sponsor, an affiliate of the Sponsor or certain of Boxwood’s officers and directors, which will be repaid only upon the completion of a business combination.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

The statements contained in this proxy statement that are not purely historical are forward-looking statements. Our forward-looking statements include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. The information included in this proxy statement in relation to Atlas has been provided by Atlas and its management team, and forward-looking statements include statements relating to Atlas’ management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this proxy statement may include, for example, statements about:

•        our ability to complete the business combination, or, if we do not consummate the business combination, any other initial business combination;

•        the benefits of the business combination;

•        the future financial performance of the combined company following the business combination;

•        expansion plans and opportunities; and

•        our potential ability to obtain financing to complete the business combination.

The forward-looking statements contained in this proxy statement are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to:

•        satisfaction of conditions to the business combination;

•        the occurrence of any event, change or other circumstances that could give rise to the termination of the Purchase Agreement;

•        the ability to obtain and/or maintain the listing of our Class A common stock on Nasdaq following the business combination;

•        our ability to raise financing in the future;

•        our success in retaining or recruiting, or changes required in, our officers, key employees or directors following the business combination;

•        our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving the business combination, as a result of which they would then receive expense reimbursements;

•        our public securities’ potential liquidity and trading;

•        the use of proceeds not held in the trust account or available to us from interest income on the trust account balance;

•        changes adversely affecting the business in which Atlas is engaged;

•        the risks associated with cyclical demand for Atlas’ services and vulnerability to industry downturns and regional national downturns;

•        fluctuations in Atlas’ revenue and operating results;

•        unfavorable conditions or further disruptions in the capital and credit markets;

•        Atlas’ ability to generate cash, service indebtedness and incur additional indebtedness;

•        competition from existing and new competitors;

•        Atlas’ ability to integrate any businesses it acquires;

•        Atlas’ ability to recruit and retain experienced personnel;

•        risks related to legal proceedings or claims, including liability claims;

•        Atlas’ dependence on third-party contractors to provide various services;

•        Atlas’ ability to obtain additional capital on commercially reasonable terms;

•        safety and environmental requirements that may subject Atlas to unanticipated liabilities;

•        general economic conditions; and

•        other factors detailed under the section entitled “Risk Factors” herein and in our Annual Report on Form 10-K for the year ended December 31, 2018.

Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. Before a stockholder grants its proxy or instructs how its votes should be cast or vote on the proposals set forth in this proxy statement, it should be aware that the occurrence of the events described in the “Risk Factors” section and elsewhere in this proxy statement may adversely affect Boxwood or Atlas.

QUESTIONS AND ANSWERS ABOUT THE PROPOSALS

The following questions and answers briefly address some commonly asked questions about the proposals to be presented at the special meeting, including the business combination. The following questions and answers do not include all the information that is important to our stockholders. We urge our stockholders to read carefully this entire proxy statement, including the annexes and other documents referred to herein.

Q:     Why am I receiving this proxy statement?

A:     Boxwood is proposing to consummate a business combination with Atlas. Boxwood and Atlas have entered into the Purchase Agreement, the terms of which are described in this proxy statement. You are being asked to consider and vote on the business combination. The Purchase Agreement provides for, among other things, the purchase by the Buyer from the Seller of all of the Atlas Intermediate Units, with the Continuing Members receiving cash, a number of Holdings Units and a corresponding number of shares of Class B common stock, as described herein, on the terms and subject to the conditions set forth in the Purchase Agreement, all of which is referred to, along with the other transactions contemplated by the Purchase Agreement, as the “business combination.” A copy of the Purchase Agreement is attached to this proxy statement as Annex A. Boxwood urges its stockholders to read the Purchase Agreement in its entirety.

Consummation of the business combination proposal requires the approval of holders of at least a majority of the shares of Class A common stock and Class F common stock that are voted in person or by proxy at the special meeting.

YOUR VOTE IS IMPORTANT. STOCKHOLDERS ARE URGED TO SUBMIT THEIR PROXIES AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS PROXY STATEMENT.

Q:     Why is Boxwood proposing the business combination?

A:     Boxwood was organized to effect a merger, capital stock exchange, asset acquisition or other similar business combination with one or more businesses or entities.

See “The Business Combination Proposal — Boxwood’s Board of Directors’ Reasons for Approval of the Business Combination.”

Q:     What will Atlas’ equity holders receive in return for the acquisition of Atlas by Boxwood?

A:     The purchase price to be paid by the Buyer is $617 million, subject to customary adjustments contained in the Purchase Agreement. Of this amount, subject to the terms and conditions set forth in the Purchase Agreement, the Buyer will pay off the existing net debt of the Seller which is anticipated to be approximately $160 million, and the Seller will receive aggregate consideration of $457 million (inclusive of the Seller’s transaction fees), which will consist of (i) between $260 million and $337 million of cash (the “Cash Consideration”) and (ii) between $120 million and $197 million of Holdings Units (“Rollover Units”), with each Rollover Unit valued at $10.00 per unit (subject to adjustment in accordance with the Purchase Agreement), and Class B common stock. The final amount of cash and the value of the Rollover Units are dependent on the amount of money remaining in the Company’s trust account following any redemptions of the Class A common stock, and the amount of additional proceeds (if any) raised by the Company through equity financing sources prior to the Closing (collectively, “Available Equity”). For more details on the mix of cash and equity to be paid to the Seller, see the question and answer immediately below.

Q:     Will Boxwood obtain new financing in connection with the business combination?

A:     Yes. On August 12, 2019, the Company entered into a debt commitment letter (the “Debt Commitment Letter”) with Macquarie Capital (USA) Inc. (“Macquarie Capital”), Macquarie Capital Funding LLC (“Macquarie Funding”) and Natixis, New York Branch (collectively with Macquarie Capital and Macquarie Funding, the “Commitment Parties”), pursuant to which the applicable Commitment Parties agreed to provide (or to have certain of their affiliates provide), subject to the satisfaction of customary closing conditions, including the Closing, credit facilities (the “Credit Facilities”) for the purpose of financing (i) a portion of the consideration payable under the Purchase Agreement, (ii) costs and expenses incurred by the parties in connection with the

business combination, (iii) the repayment of the existing indebtedness of Atlas Intermediate and (iv) general corporate expenditures. The obligation of the Commitment Parties to provide the Credit Facilities is contingent on there being Available Equity of at least $100 million.

Pursuant to the Debt Commitment Letter, the applicable Commitment Parties have agreed to provide for Credit Facilities in the aggregate principal amount of up to $400 million, consisting of: (i) a senior secured first lien term loan facility in an aggregate principal amount of up to $290 million (the “First Lien Term Facility”), (ii) a senior secured first lien revolving credit facility in an aggregate principal amount of $40 million (the “Revolving Facility”) and (iii) a senior secured second lien term loan facility in an aggregate principal amount of up to $70 million (the “Second Lien Term Facility” and together with the First Lien Term Facility, the “Term Loan Facilities”), made available to the Buyer. To the extent there is, immediately prior to the Closing, Available Equity of greater than $100 million, the principal amount of the Term Loan Facilities will be reduced by the difference between the Available Equity (up to a maximum of $160 million) and $100 million, with such reduction to be allocated between such Term Loan Facilities as determined by the Commitment Parties in their sole discretion. To the extent there is, immediately prior to Closing, Available Equity of greater than $160 million, in addition to the reduction in the principal amount of the Term Loan Facilities described in the preceding sentence, (x) the number of Rollover Units received by the Seller will be reduced (and the cash consideration to be paid to the Seller will be correspondingly increased) by an amount equal to 20% of the difference between the Available Equity and $160 million and (y) the principal amount of the Term Loan Facilities will be further reduced by an amount equal to 80% of the difference between the Available Equity and $160 million, with such reduction to be allocated between such Term Loan Facilities as determined by the Commitment Parties in their sole discretion until such time as the principal amount of the Term Loan Facilities is reduced to $270 million. Furthermore, to the extent the principal amount of the Term Loan Facilities has been reduced to $270 million, the value of the Rollover Units received by the Seller will be reduced until their value is equal to $120 million, and thereafter the principal amounts of the Term Loan Facilities may be reduced further.

Macquarie Capital and Macquarie Funding are affiliates of MIHI LLC. Boxwood Sponsor LLC, our Sponsor (the “Sponsor”), is jointly managed by MIHI Boxwood Sponsor, LLC, which is controlled by MIHI LLC, and Boxwood Management Company, LLC. For more information on the beneficial ownership of the Company’s securities by the Sponsor, see “Beneficial Ownership of Securities” elsewhere in this proxy statement. Macquarie Capital is also a financial advisor and placement agent for the Company in connection with the business combination. See “Certain Relationships and Related Party Transactions” for more information on the relationship between Macquarie Capital and the Company and our other related party transactions.

In order to offset any potential redemptions in connection with the business combination, we may enter into subscription agreements with institutional and accredited investors (the “PIPE investors”) for the purchase by such investors, immediately prior to or concurrently with the closing of the business combination, of our securities, including shares of our common or preferred stock or other equity or equity-linked securities, convertible debt or other hybrid equity securities or a combination of the foregoing (the “PIPE securities”). As of the date of this proxy statement, we have not entered into any such subscription agreements. Upon entering into any such subscription agreements, we will file a supplement or an amendment to this proxy statement and/or a Current Report on Form 8-K disclosing the details of such subscription agreements.

Q:     What are the principal differences between Class A common stock and Class B common stock?

A:     After the business combination, the Class A common stock and Class B common stock will constitute all of the classes of common stock of the Company and will possess all voting power for the election of directors of the Company and all other matters requiring stockholder action. Holders of the Class A common stock and Class B common stock will be entitled to one vote per share and at all times vote together as one class on all matters submitted to a vote of the stockholders of the Company. The principal difference between the Class A common stock and Class B common stock is that holders of the Class B common stock will not be entitled to receive dividends, if declared by our board of directors, or to receive any portion of any assets in respect of such shares upon the liquidation, dissolution, distribution of assets or winding-up of the post-business combination company. In addition, upon the redemption of the Holdings Units held by the Continuing Members pursuant to the Holdings LLC Agreement for shares of Class A common stock, the corresponding shares of Class B common stock automatically will be cancelled for no consideration. Finally, shares of Class B common stock can only be transferred with their corresponding Holding Units in accordance with the Holdings LLC Agreement.

Q:     What interests do our initial stockholders, current officers and directors, and Atlas’ current owners have in the business combination?

A:     In considering the recommendation of our board of directors to vote in favor of the business combination, stockholders should be aware that, aside from their interests as stockholders, our Sponsor and our directors and officers and Atlas’ current owners have interests in the business combination that are different from, or in addition to, those of our other stockholders generally. Our directors were aware of and considered these interests, among other matters, in evaluating the business combination, and in recommending to our stockholders that they approve the business combination. Stockholders should take these interests into account in deciding whether to approve the business combination. These interests include, among other things:

•        the fact that our initial stockholders have waived their right to redeem any of the founder shares, private placement shares and public shares in connection with a stockholder vote to approve a proposed initial business combination;

•        the continuation of Stephen M. Kadenacy, our Chairman and Chief Executive Officer, as Executive Chairman of the Company after the business combination;

•        the fact that our initial stockholders paid an aggregate of $25,000 for the founder shares, which will convert into 5,000,000 shares of Class A common stock in accordance with the terms of the Charter, subject to adjustment, and such securities will have a significantly higher value at the time of the business combination, estimated at approximately $50,500,000 based on the closing price of $10.10 per public share on Nasdaq on November 7, 2019;

•        the fact that our initial stockholders have agreed to waive their rights to liquidating distributions from the trust account with respect to their founder shares and private placement shares if we fail to complete an initial business combination by November 20, 2020;

•        the fact that our Sponsor paid approximately $6,000,000 for 250,000 private placement units and 3,500,000 private placement warrants, each of such private placement warrants (including the warrants underlying the private placement units) is exercisable commencing 30 days following the Closing for one share of Class A common stock at $11.50 per share. If we do not consummate an initial business combination by November 20, 2020, then the proceeds from the sale of the private placement warrants will be part of the liquidating distribution to the public stockholders and the warrants held by our Sponsor will be worthless. The warrants held by our Sponsor had an aggregate market value of approximately $3,037,500 based upon the closing price of $0.81 per warrant on Nasdaq on November 7, 2019;

•        the right of our Sponsor to receive approximately 3,750,000 shares of Class A common stock to be issued upon exercise of their private placement warrants (including the warrants underlying its private placement units) following the business combination, subject to certain lock-up periods;

•        if the trust account is liquidated, including in the event we are unable to complete an initial business combination within the required time period, our Sponsor has agreed that it will be liable to us if and to the extent any claims by a third-party (other than our independent registered public accounting firm) for services rendered or products sold to us, or a prospective target business with which we have entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the trust account to below: (i) $10.00 per public share; or (ii) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account due to reductions in the value of the trust assets, in each case, net of the interest which may be withdrawn to pay taxes and up to $100,000 of interest to pay dissolution expenses, except as to any claims by a third-party who executed a waiver of any and all rights to seek access to the trust account and except as to any claims under our indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act;

•        the anticipated election of Stephen M. Kadenacy and Duncan Murdoch, two of our existing officers, and Joe Reece, one of our existing directors, as directors of the Company after the consummation of the business combination. As such, in the future they will receive any cash fees, stock options or stock awards that the Company’s board of directors determines to pay to our directors;

•        pursuant to the Nomination Agreement, BCP will have the right to designate up to a majority of the board of directors of the Company, subject to certain terms and conditions, and the Chief Executive Officer of the Company will be a member of the board of directors of the Company;

•        the continued indemnification of our existing directors and officers and the continuation of our directors’ and officers’ liability insurance after the business combination; and

•        the fact that the Continuing Members, whose affiliates will have the right to designate directors to the board of directors pursuant to the Nomination Agreement and include members of Atlas’ management team who will become executive officers and directors of the Company following the business combination, will hold a significant number of shares of Class B common stock and an equal number of Rollover Units that are redeemable for shares of Class A common stock in accordance with the terms of the Holdings LLC Agreement.

Please also see the sections “Certain Relationships and Related Party Transactions” and “Beneficial Ownership of Securities” for more information on the interests and relationships of our initial stockholders, current officers and directors, and Atlas’ current owners.

Q:     What is an “Up-C” Structure?

A:     Our corporate structure following the business combination, as described under the section entitled “The Business Combination Proposal — General; Structure of the Business Combination,” is commonly referred to as an “Up-C” structure, which is often used by partnerships and limited liability companies when they undertake an initial public offering either directly or through a business combination with a special purpose acquisition company, such as Boxwood. The Up-C structure will allow Continuing Members to continue to realize tax benefits associated with owning interests in an entity that is treated as a partnership, or “passthrough” entity, for U.S. federal income (and certain state and local) tax purposes following the business combination. One of these benefits is that, for U.S. federal income (and certain state and local) purposes, future taxable income of Atlas that is allocated to Continuing Members will be taxed on a flow-through basis and therefore will not be subject to corporate taxes at the entity level. See the sections entitled “The Business Combination Proposal” and “Description of Securities.”

Following the business combination, we will receive the same benefits as Continuing Members as a result of our ownership of Holdings Units in an entity treated as a partnership, or “passthrough” entity, for U.S. federal income (and certain state and local) purposes. As a result of the business combination, Holdings will obtain a step-up in tax basis in the portion of the Atlas assets treated as purchased with the Cash Consideration. This step-up in tax basis will provide us with certain tax benefits, such as future depreciation and amortization deductions that can reduce the taxable income allocable to us.

Q:     What happens to the funds deposited in the trust account after consummation of the business combination?

A:     Upon the completion of the IPO, a total of $200,000,000 was placed in a trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee. As of November 7, 2019, there were investments and cash held in the trust account of approximately $203.8 million. These funds will not be released until the earlier of the completion of our initial business combination and the redemption of our public shares if we are unable to complete an initial business combination by November 20, 2020, although we may withdraw the interest earned on the funds held in the trust account to pay taxes.

Q:     What happens if a substantial number of the public stockholders vote in favor of the business combination proposal and exercise their redemption rights?

A:     Boxwood’s public stockholders may vote in favor of the business combination and exercise their redemption rights. Accordingly, the business combination may be consummated even though the funds available from the trust account and the number of public stockholders are reduced as a result of redemptions by public stockholders.

However, the consummation of the business combination is conditioned upon, among other things, approval by Boxwood’s stockholders of the Purchase Agreement and the business combination.

In addition, with fewer public shares and public stockholders, the trading market for Class A common stock may be less liquid than the market for shares of Class A common stock was prior to consummation of the business

combination and the Company may not be able to meet the listing standards for Nasdaq or another national securities exchange. In addition, with less funds available from the trust account, the working capital infusion from the trust account into the Company’s business will be reduced.

Q:     What conditions must be satisfied to complete the business combination?

A:     Unless waived by the parties to the Purchase Agreement, and subject to applicable law, the consummation of the business combination is subject to a number of conditions set forth in the Purchase Agreement including, among other things, approval by Boxwood’s stockholders of the Purchase Agreement and the business combination. Unless waived, if any of these conditions are not satisfied, the business combination may not be consummated. Furthermore, in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001.

Q:     What happens if the business combination is not consummated?

A:     If we are not able to complete the business combination with Atlas or another initial business combination by November 20, 2020, we will cease all operations except for the purpose of winding up and redeeming our public shares and liquidating the trust account, in which case our public stockholders may only receive approximately $10.00 per share and our warrants will expire worthless.

Q:     When do you expect the business combination to be completed?

A:     It is currently anticipated that the business combination will be consummated as soon as practicable following the Boxwood special meeting, which is set for December 12, 2019; however, such meeting could be adjourned if the adjournment proposal is adopted by our stockholders at the special meeting and we elect to adjourn the special meeting to a later date or dates to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the special meeting, any of the condition precedent proposals or the incentive plan proposal has not been approved. For a description of the conditions for the completion of the business combination, see “The Purchase Agreement — Conditions to the Closing of the Business Combination.”

Q:     What proposals are stockholders being asked to vote upon?

A:     Under the Purchase Agreement, the approval of the condition precedent proposals is a condition to the consummation of the business combination. If our public stockholders do not approve each of the condition precedent proposals, then the business combination may not be consummated.

In addition, as required by applicable SEC guidance, the Company is requesting that our stockholders vote upon, on a non-binding advisory basis, a proposal to approve certain amendments contained in the Proposed Charter that materially affect stockholder rights, which are those amendments that will be made to the Charter as reflected in the Proposed Charter if the charter amendment proposal is approved. This separate vote is not otherwise required by Delaware law separate and apart from the charter amendment proposal, but pursuant to SEC guidance, the Company is required to submit these provisions to our stockholders separately for approval. However, the stockholder vote regarding these proposals are advisory votes, and are not binding on the Company or our board of directors (separate and apart from the approval of the charter amendment proposal). Furthermore, the business combination is not conditioned on the separate approval of the advisory charter proposals (separate and apart from approval of the charter amendment proposal).

The stockholders are also being asked to vote upon proposals to (i) elect seven members of our board of directors, effective as of the Closing, (ii) approve the Incentive Plan, effective as of Closing, and (iii) ratify the appointment of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2019.

In addition to the foregoing proposals, the stockholders also may be asked to consider and vote upon a proposal to adjourn the special meeting to a later date or dates to permit further solicitation and vote of proxies if (1) based upon the tabulated vote at the time of the special meeting, each of the condition precedent proposals has not been approved and/or (2) Boxwood determines that one or more of the closing conditions under the Purchase Agreement has not been satisfied. See “The Adjournment Proposal.”

Boxwood will hold the special meeting of our stockholders to consider and vote upon these proposals. This proxy statement contains important information about the business combination and the other matters to be acted upon at the special meeting. Stockholders should read it carefully.

After careful consideration, Boxwood’s board of directors has unanimously approved the Purchase Agreement and the transactions contemplated thereby and determined that the business combination proposal, the charter amendment proposal, each of the advisory charter proposals, the Nasdaq proposal, the director election proposal, the incentive plan proposal and the adjournment proposal is in the best interests of Boxwood and its stockholders and unanimously recommends that you vote or give instruction to vote “FOR” each of those proposals.

The existence of financial and personal interests of Boxwood’s directors and officers may result in a conflict of interest on the part of one or more of the directors between what he or they may believe is in the best interests of Boxwood and its stockholders and what he or they may believe is best for himself or themselves in determining to recommend that stockholders vote for the proposals. See the sections entitled “The Business Combination Proposal — Interests of Certain Persons in the Business Combination” and “Beneficial Ownership of Securities” for a further discussion.

THE VOTE OF STOCKHOLDERS IS IMPORTANT. STOCKHOLDERS ARE URGED TO SUBMIT THEIR PROXIES AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS PROXY STATEMENT.

Q:     What material negative factors did Boxwood’s board of directors consider in connection with the business combination?

A:     Although the board of directors believes that the acquisition of Atlas will provide our stockholders with an opportunity to participate in a combined company that is well positioned to benefit from the significant funding being invested in the infrastructure of the United States and is well aligned with all the key factors central to Boxwood’s strategy, the board of directors did consider certain potentially material negative factors in arriving at that conclusion, such as the risk that stockholders would not approve the business combination and the risk that a significant number of stockholders would exercise their redemption rights. These factors are discussed in greater detail in the section entitled “The Business Combination Proposal — Boxwood’s Board of Director’s Reasons for Approval of the Business Combination,” as well as in the section entitled “Risk Factors — Risks Relating to Boxwood’s Business and Industry.”

Q:     Do I have redemption rights?

A:     If you are a holder of public shares, you have the right to request that Boxwood redeem all or a portion of your public shares for cash provided that you follow the procedures and deadlines described elsewhere in this proxy statement. Public stockholders may elect to redeem all or a portion of such public stockholder’s public shares even if they vote for the business combination proposal. We sometimes refer to these rights to elect to redeem all or a portion of the public shares into a pro rata portion of the cash held in the trust account as “redemption rights.” If you wish to exercise your redemption rights, please see the answer to the next question, “How do I exercise my redemption rights?”

Notwithstanding the foregoing, a holder of public shares, together with any affiliate of such public stockholder or any other person with whom such public stockholder is acting in concert or as a “group” (as defined in Section 13 of the Exchange Act), will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the public shares, without our prior consent. Accordingly, if a public stockholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares, then any such shares in excess of that 15% limit would not be redeemed for cash, without our prior consent.

Our initial stockholders entered into a letter agreement, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares, private placement shares and public shares in connection with the completion of a business combination. In addition, concurrently with the entry into the Purchase Agreement, the Sponsor, MIHI Boxwood Sponsor, LLC, MIHI LLC, Boxwood Management Company, LLC, and the Company’s officers and directors entered into the Support Agreement with the Seller, pursuant to which the Sponsor, MIHI Boxwood Sponsor, LLC, MIHI LLC, Boxwood Management Company, LLC, and the Company’s officers and directors agreed, among other things, to vote all of their shares of common stock held or subsequently acquired by them in favor of the approval of the business combination.

The consummation of the business combination is conditioned upon, among other things, approval by Boxwood’s stockholders of the Purchase Agreement and the business combination. Unless waived, if any of these conditions

are not satisfied, the business combination may not be consummated. Furthermore, in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001. See “The Business Combination Proposal — The Purchase Agreement.”

Q:     How do I exercise my redemption rights?

A:     If you are a holder of public shares and wish to exercise your right to redeem your public shares, you must:

(i)     (a) hold public shares or (b) hold public shares through units and elect to separate your units into the underlying public shares and public warrants prior to exercising your redemption rights with respect to the public shares; and

(ii)    prior to 10:00 AM, Eastern Time, on December 10, 2019 (two business days prior to the vote at the special meeting) (a) submit a written request to the transfer agent that the Company redeem your public shares for cash and (b) deliver your public shares to the transfer agent, physically or electronically through DTC.

The address of the transfer agent is listed under the question “Who can help answer my questions?” below.

Holders of units must elect to separate the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and public warrants, or if a holder holds units registered in its own name, the holder must contact the transfer agent directly and instruct it to do so.

Any holder of public shares will be entitled to request that their public shares be redeemed for a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of the business combination, including interest earned on the funds held in the trust account (net of taxes payable), divided by the number of then-outstanding public shares. For illustrative purposes, as of November 7, 2019, this would have amounted to approximately $10.19 per public share. However, the proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public stockholders, regardless of whether such public stockholders vote for or against the business combination proposal. Therefore, the per share distribution from the trust account in such a situation may be less than originally anticipated due to such claims. Your vote on any proposal other than the business combination proposal will have no impact on the amount you will receive upon exercise of your redemption rights. We anticipate that the funds to be distributed to public stockholders electing to redeem their public shares will be distributed promptly after the consummation of the business combination.

If you are a holder of public shares, you may exercise your redemption rights by submitting your request in writing to the transfer agent at the address listed at the end of this section.

Any request for redemption, once made by a holder of public shares, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with our consent, until the Closing. If you deliver your shares for redemption to the transfer agent and later decide prior to Closing not to elect redemption, you may request that Boxwood instruct our transfer agent to return the shares (physically or electronically). You may make such request by contacting the transfer agent at the phone number or address listed at the end of this section. We will be required to honor such request only if made prior to the deadline for exercising redemption requests.

Any corrected or changed written exercise of redemption rights must be received by the transfer agent prior to the deadline for exercising redemption requests and, thereafter, with our consent, prior to Closing. No request for redemption will be honored unless the holder’s stock has been delivered (either physically or electronically) to the transfer agent by 10:00 AM Eastern Time, on December 10, 2019.

If a holder of public shares properly makes a request for redemption and the public shares are delivered as described above, then, if the business combination is consummated, the Company will redeem public shares for a pro rata portion of funds deposited in the trust account, calculated as of two business days prior to the consummation of the business combination.

If you are a holder of public shares and you exercise your redemption rights, it will not result in the loss of any Boxwood warrants that you may hold.

Q:     Will how I vote on the business combination proposal affect my ability to exercise redemption rights?

A:     No. You may exercise your redemption rights irrespective of whether you vote your Class A common stock for or against the business combination proposal or any other proposal described by this proxy statement. As a result, the Purchase Agreement can be approved by stockholders who will redeem their public shares and no longer remain stockholders, leaving stockholders who choose not to redeem their shares holding shares in a company with a less liquid trading market, fewer stockholders, less cash and the potential inability to meet the listing standards of Nasdaq.

Q:     If I am a holder of units, can I exercise redemption rights with respect to my units?

A:     No. Holders of outstanding units must elect to separate the units into the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. If you hold your units in an account at a brokerage firm or bank, you must notify your broker or bank that you elect to separate the units into the underlying public shares and public warrants, or if you hold units registered in your own name, you must contact the transfer agent directly and instruct them to do so. If you fail to cause your public shares to be separated and delivered to the transfer agent by 10:00 AM Eastern Time, on December 10, 2019 you will not be able to exercise your redemption rights with respect to your public shares.

Q:     What are the U.S. federal income tax consequences of exercising my redemption rights?

A:     Whether the redemption is subject to U.S. federal income tax depends on the particular facts and circumstances. Please see the section entitled “The Business Combination Proposal — Certain U.S. Federal Income Tax Considerations.” We urge you to consult your tax advisors regarding the tax consequences of exercising your redemption rights.

Q:     Do I have appraisal rights in connection with the proposed business combination?

A:     No. Neither our stockholders nor our warrant holders have appraisal rights in connection with the business combination under the DGCL.

Q:     What do I need to do now?

A:     Boxwood urges you to read carefully and consider the information contained in this proxy statement, including the annexes, and to consider how the business combination will affect you as a stockholder and/or warrant holder of Boxwood. Stockholders should then vote as soon as possible in accordance with the instructions provided in this proxy statement and on the enclosed proxy card.

Q:     How do I vote?

A:     If you are a holder of record of shares of Boxwood common stock on the record date, you may vote in person at the special meeting or by submitting a proxy for the special meeting. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or nominee, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares or, if you wish to attend the special meeting and vote in person, obtain a proxy from your broker, bank or nominee.

Q:     If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

A:     No. If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the “beneficial holder” of the shares held for you in what is known as “street name.” If this is the case, this proxy statement may have been forwarded to you by your brokerage firm, bank or other nominee, or its agent. As the beneficial holder, you have the right to direct your broker, bank or other nominee as to how to vote your shares. If you do not provide voting instructions to your broker on a particular proposal on which your broker does not have discretionary authority to vote, your shares will not be voted on that proposal. This is called a “broker non-vote.” Broker non-votes will not be counted for the purposes of determining the existence of a quorum or

for purposes of determining the number of votes cast at the special meeting. Your bank, broker, or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares in accordance with directions you provide.

Q:     When and where will the special meeting be held?

A:     The special meeting will be held at 10:00 AM Eastern Time on December 12, 2019, at the offices of Winston & Strawn LLP, located at 200 Park Avenue, New York, NY 10166, unless the special meeting is adjourned.

Q:     Who is entitled to vote at the special meeting?

A:     Boxwood has fixed November 6, 2019 as the record date. If you were a stockholder of Boxwood at the close of business on the record date, you are entitled to vote on matters that come before the special meeting. However, a stockholder may only vote his or her shares if he or she is present in person or is represented by proxy at the special meeting.

Q:     How many votes do I have?

A:     Our stockholders are entitled to one vote at the special meeting for each share of common stock held of record as of the record date. As of the close of business on the record date, there were outstanding 25,250,000 shares of Boxwood common stock, of which 20,000,000 were outstanding public shares.

Q:     What constitutes a quorum?

A:     A quorum of our stockholders is necessary to hold a valid meeting. The presence, in person or by proxy, of stockholders holding a majority of the shares entitled to vote at the special meeting constitutes a quorum at the special meeting. In the absence of a quorum, the chairperson of the special meeting has the power to adjourn the special meeting. As of the record date for the special meeting, 12,625,001 shares of Boxwood common stock would be required to achieve a quorum.

Q:     What vote is required to approve each proposal at the special meeting?

A:     The following votes are required for each proposal at the special meeting:

•        Business combination proposal:    The approval of the business combination proposal requires the affirmative vote for the proposal by the holders of a majority of the shares of Class A common stock and Class F common stock who, being present and entitled to vote at the special meeting to approve the business combination proposal, vote at the special meeting, voting as a single class.

•        Charter amendment proposal:    The approval of the charter amendment proposal requires the affirmative vote of holders of a majority of the outstanding shares of Class A common stock and Class F common stock entitled to vote thereon at the special meeting, voting as a single class.

•        Advisory charter proposals:    The approval of each of the advisory charter proposals, each of which is a non-binding advisory vote, requires the affirmative vote for the proposal by the holders of a majority of the shares of Class A common stock and Class F common stock who, being present and entitled to vote at the special meeting to approve the business combination proposal, vote at the special meeting, voting as a single class.

•        Nasdaq proposal:    The approval of the Nasdaq proposal requires the affirmative vote for the proposal by the holders of a majority of the shares of Class A common stock and Class F common stock who, being present and entitled to vote at the special meeting to approve the business combination proposal, vote at the special meeting, voting as a single class.

•        Director election proposal:    The election of the director nominees pursuant to the director election proposal requires the affirmative vote of the holders of a plurality of the outstanding shares of Class A common stock and Class F common stock, who, being present in person or by proxy and entitled to vote at the special meeting on the election of directors, vote at the special meeting, voting as a single class.

•        Incentive plan proposal:    The approval of the incentive plan proposal requires the affirmative vote for the proposal by the holders of a majority of the shares of Class A common stock and Class F common

stock who, being present and entitled to vote at the special meeting to approve the business combination proposal, vote at the special meeting, voting as a single class.

•        Adjournment proposal:    The approval of the adjournment proposal requires the affirmative vote for the proposal by the holders of a majority of the shares of Class A common stock and Class F common stock who, being present and entitled to vote at the special meeting to approve the business combination proposal, vote at the special meeting, voting as a single class.

Q:     What are the recommendations of Boxwood’s board of directors?

A:     Boxwood’s board of directors believes that the business combination proposal and the other proposals to be presented at the special meeting are in the best interest of Boxwood’s stockholders and unanimously recommends that our stockholders vote “FOR” the business combination proposal, “FOR” the charter amendment proposal, “FOR” each of the separate advisory charter proposals, “FOR” the Nasdaq proposal, “FOR” each of the director nominees set forth in the director election proposal, “FOR” the incentive plan proposal and “FOR” the adjournment proposal, in each case, if presented to the special meeting.

The existence of financial and personal interests of Boxwood’s directors and officers may result in a conflict of interest on the part of one or more of the directors between what he or they may believe is in the best interests of Boxwood and its stockholders and what he or they may believe is best for himself or themselves in determining to recommend that stockholders vote for the proposals. These conflicts of interest include, among other things, that if we do not consummate an initial business combination by November 20, 2020, we may be forced to liquidate and the 5,000,000 founder shares, 250,000 private placement shares and 3,750,000 private placement warrants (including the warrants underlying the private placement units) owned by our initial stockholders would be worthless. See the sections entitled “The Business Combination Proposal — Interests of Certain Persons in the Business Combination” and “Beneficial Ownership of Securities” for more information.

Q:     How do our Sponsor and the other initial stockholders intend to vote their shares?

A:     Pursuant to the terms of the letter agreement entered into at the time of the IPO, our initial stockholders agreed to vote their founder shares, private placement shares and any public shares purchased by them, in favor of the business combination proposal. In addition, concurrently with the entry into the Purchase Agreement, the Sponsor, MIHI Boxwood Sponsor, LLC, MIHI LLC, Boxwood Management Company, LLC, and the Company’s officers and directors entered into the Support Agreement with the Seller, pursuant to which the Sponsor, MIHI Boxwood Sponsor, LLC, MIHI LLC, Boxwood Management Company, LLC, and the Company’s officers and directors agreed, among other things, to vote all of their shares of common stock held or subsequently acquired by them in favor of the approval of the business combination. As of the date of this proxy statement, our initial stockholders own an aggregate of 5,250,000 shares of Boxwood common stock, which in the aggregate represent approximately 20.8% of our total outstanding shares on the date of this proxy statement.

Q:     May our Sponsor and the other initial stockholders purchase public shares or warrants prior to the special meeting?

A:     At any time prior to the special meeting, during a period when they are not then aware of any material nonpublic information regarding Boxwood or our securities, our initial stockholders, Atlas and/or its affiliates may purchase shares and/or warrants from investors, or they may enter into transactions with such investors and others to provide them with incentives to acquire shares of Boxwood common stock or vote their shares in favor of the business combination proposal. The purpose of such share purchases and other transactions would be to increase the likelihood that the proposals presented to stockholders for approval at the special meeting are approved or to provide additional equity financing. Any such share purchases and other transactions may thereby increase the likelihood of obtaining stockholder approval of the business combination. This may result in the completion of our business combination that may not otherwise have been possible. While the exact nature of any such incentives has not been determined as of the date of this proxy statement, they might include, without limitation, arrangements to protect such investors or holders against potential loss in value of their shares, including the granting of put options.

Entering into any such incentive arrangements may have a depressive effect on shares of Boxwood common stock. For example, as a result of these arrangements, an investor or holder may have the ability to effectively

purchase shares at a price lower than market and may therefore be more likely to sell the shares he owns, either prior to or immediately after the special meeting.

If such transactions are effected, the consequence could be to cause the business combination to be approved in circumstances where such approval could not otherwise be obtained. Purchases of shares by the persons described above would allow them to exert more influence over the approval of the proposals to be presented at the special meeting and would likely increase the chances that such proposals would be approved. As of the date of this proxy statement, there have been no such discussions and no agreements to such effect have been entered into with any such investor or holder. Boxwood will file a Current Report on Form 8-K to disclose any arrangements entered into or significant purchases made by any of the aforementioned persons that would affect the vote on the proposals to be voted on at the special meeting or the amount of Available Equity. Any such report will include descriptions of any arrangements entered into or significant purchases by any of the aforementioned persons.

Q:     What happens if I sell my shares of Boxwood common stock before the special meeting?

A:     The record date for the special meeting is earlier than the date of the special meeting and earlier than the date that the business combination is expected to be completed. If you transfer your shares of Boxwood common stock after the applicable record date, but before the special meeting, unless you grant a proxy to the transferee, you will retain your right to vote at such special meeting.

Q:     How has the announcement of the business combination affected the trading price of the Company’s Class A common stock, warrants and units?

A:     On August 12, 2019, the last trading date before the public announcement of the business combination, the Company’s Class A common stock, warrants and units closed at $9.89, $0.50 and $10.28, respectively. On November 7, 2019, the trading date immediately prior to the date of this proxy statement, the Company’s Class A common stock, warrants and units closed at $10.10, $0.81 and $10.88, respectively.

Q:     May I change my vote after I have mailed my signed proxy card?

A:     Yes. Stockholders may send a later-dated, signed proxy card to Boxwood’s secretary at the address set forth below so that it is received by Boxwood’s secretary prior to the vote at the special meeting (which is scheduled to take place on December 12, 2019) or attend the special meeting in person and vote. Stockholders also may revoke their proxy by sending a notice of revocation to Boxwood’s secretary, which must be received by Boxwood’s secretary prior to the vote at the special meeting. However, if your shares are held in “street name” by your broker, bank or another nominee, you must contact your broker, bank or other nominee to change your vote.

Q:     What happens if I fail to take any action with respect to the special meeting?

A:     If you fail to take any action with respect to the special meeting and the business combination is approved by stockholders and consummated, you will become a stockholder and/or warrant holder of the Company. If you fail to take any action with respect to the special meeting and the business combination is not approved, you will remain a stockholder and/or warrant holder of Boxwood. However, if you fail to take any action with respect to the special meeting, you will nonetheless be able to elect to redeem your public shares in connection with the business combination, provided you follow the instructions in this proxy statement for redeeming your shares.

Q:     What should I do with my stock certificates, warrant certificates and/or unit certificates?

A:     Stockholders who exercise their redemption rights must deliver their stock certificates to the transfer agent (either physically or electronically) prior to 10:00 AM, Eastern Time, on December 10, 2019 (two business days prior to the vote at the special meeting).

Boxwood warrant holders should not submit the certificates relating to their warrants. Public stockholders who do not elect to have their public shares redeemed for the pro rata share of the trust account should not submit the certificates relating to their public shares.

Upon effectiveness of the business combination, holders of Boxwood units, common stock and warrants will receive units, Class A common stock and warrants of the Company without needing to take any action and accordingly such holders should not submit the certificates relating to their units, common stock and warrants.

In addition, before the Closing, each outstanding unit of Boxwood (each of which consists of one share of Class A common stock and one warrant to purchase one share of Class A common stock) will be separated into its component share of Class A common stock and warrant.

Q:     What should I do if I receive more than one set of voting materials?

A:     Stockholders may receive more than one set of voting materials, including multiple copies of this proxy statement and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your shares of Boxwood common stock.

Q:     Who can help answer my questions?

A:     If you have questions about the business combination or if you need additional copies of the proxy statement or the enclosed proxy card you should contact:

Morrow Sodali LLC
470 West Avenue, Suite 3000
Stamford CT 06902
Tel: (800) 662-5200
Banks and brokers call collect: (203) 658-9400
E-mail: BWMC.info@investor.morrowsodali.com

You also may obtain additional information about Boxwood from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.” If you are a holder of public shares and you intend to seek redemption of your shares, you will need to deliver your public shares (either physically or electronically) to the transfer agent at the address below prior to 10:00 AM, Eastern Time, on December 10, 2019 (two business days prior to the vote at the special meeting). If you have questions regarding the certification of your position or delivery of your stock, please contact:

Mark Zimkind
Continental Stock Transfer & Trust Company
One State Street Plaza, 30th Floor
New York, New York 10004
E-mail: mzimkind@continentalstock.com

RISK FACTORS

Stockholders should carefully consider the following risk factors, together with all of the other information included in this proxy statement, before they decide whether to vote or instruct their vote to be cast to approve the proposals described in this proxy statement. These risks could have a material adverse effect on the business, results of operations or financial condition of the Company and could adversely affect the trading price of our common stock.

Risks Relating to Atlas’ Business and Industry

Atlas’ continued success is dependent upon its ability to hire, retain and utilize qualified personnel.

The success of Atlas’ business is dependent upon its ability to hire, retain and utilize qualified personnel, including engineers, architects, designers, craft personnel and corporate management professionals who have the required experience and expertise at a reasonable cost. The market for these and other personnel is competitive. From time to time, it may be difficult to attract and retain qualified individuals with the expertise, and in the timeframe, demanded by Atlas’ clients, or to replace such personnel when needed in a timely manner. In certain geographic areas, for example, Atlas may not be able to satisfy the demand for its services because of its inability to successfully hire and retain qualified personnel. Furthermore, some of Atlas’ personnel hold government granted clearance that may be required to obtain government projects. If Atlas was to lose some or all these personnel, they would be difficult to replace. Loss of the services of, or failure to recruit, qualified technical and management personnel could limit Atlas’ ability to successfully complete existing projects and compete for new projects.

In addition, if any of Atlas’ key personnel retire or otherwise leave the Company, Atlas needs to have appropriate succession plans in place and to successfully implement such plans, which requires devoting time and resources toward identifying and integrating new personnel into leadership roles and other key positions. If Atlas cannot attract and retain qualified personnel or effectively implement appropriate succession plans, it could have a material adverse impact on its business, financial condition and results of operations.

The cost of providing Atlas’ services, including the extent to which Atlas utilizes its workforce, affects its profitability. For example, the uncertainty of contract award timing can present difficulties in matching Atlas’ workforce size with its contracts. If an expected contract award is delayed or not received, Atlas could incur costs resulting from excess staff, reductions in staff, or redundancy of facilities that could have a material adverse impact on its business, financial condition and results of operations.

Atlas’ profitability could suffer if Atlas is not able to maintain adequate utilization of its workforce.

The cost of providing Atlas’ services, including the extent to which Atlas utilizes its workforce, affects its profitability. The rate at which Atlas utilizes its workforce is affected by several factors, including:

•        its ability to transition employees from completed projects to new assignments and to hire and assimilate new employees;

•        its ability to forecast demand for its services and thereby maintain an appropriate headcount in each of its geographies and workforces;

•        its ability to manage attrition;

•        its need to devote time and resources to training, business development, professional development, and other non-chargeable activities; and

•        its ability to match the skill sets of its employees to the needs of the marketplace.

If Atlas over-utilizes its workforce, its employees may become disengaged, which will impact employee attrition. If Atlas under-utilizes its workforce, its profit margin and profitability could suffer.

If Atlas is unable to integrate acquired businesses successfully, its business could be harmed.

As part of Atlas’ business strategy to pursue accretive acquisitions, Atlas intends to selectively pursue targets that provide complementary, low-risk services and expand its national platform. Atlas’ inability to successfully integrate future acquisitions could impede it from realizing all of the benefits of those acquisitions and could weaken its business operations. The integration process of any particular acquisition may disrupt Atlas’ business and, if implemented ineffectively, may preclude realization of the full benefits expected by Atlas and could harm its results of operations. In addition, the overall integration process may result in unanticipated problems, expenses, liabilities and competitive responses and may cause Atlas’ stock price to decline.

The difficulties of integrating acquisitions include, among other things:

•        unanticipated issues in integration of information, communications and other systems;

•        unanticipated incompatibility of logistics, marketing and administration methods;

•        maintaining employee morale and retaining key employees;

•        integrating the business cultures of both companies;

•        preserving important strategic client relationships;

•        consolidating corporate and administrative infrastructures and eliminating duplicative operations; and

•        coordinating geographically separate organizations.

In addition, even if the operations of an acquisition are integrated successfully, Atlas may not realize the full benefits of such acquisition, including the synergies, cost savings or growth opportunities that it expects. These benefits may not be achieved within the anticipated time frame, or at all.

Further, acquisitions may also cause Atlas to:

•        cause its management to expend significant time, effort and resources;

•        issue securities that would dilute its current stockholders;

•        use a substantial portion of its cash resources;

•        increase its interest expense, leverage and debt service requirements if it incurs additional debt to pay for an acquisition;

•        assume liabilities, including environmental liabilities, for which it does not have indemnification from the former owners or have indemnification that may be subject to dispute or concerns regarding the creditworthiness of the former owners;

•        record goodwill and non-amortizable intangible assets that are subject to impairment testing on a regular basis and potential impairment charges;

•        experience volatility in earnings due to changes in contingent consideration related to acquisition liability estimates;

•        incur amortization expenses related to certain intangible assets;

•        lose existing or potential contracts as a result of conflict of interest issues;

•        incur large and immediate write-offs; or

•        become subject to litigation.

Construction and maintenance sites are inherently dangerous workplaces. If Atlas, the owner, or others working at the project site fail to maintain safe work sites, Atlas can be exposed to significant financial losses and reputational harm, as well as civil and criminal liabilities.

Construction and maintenance sites often put Atlas’ employees and others in proximity with large pieces of mechanized equipment, moving vehicles, chemical and manufacturing processes, and highly regulated materials, in a challenging environment. If Atlas fails to implement safety procedures or if the procedures it implements are ineffective, or if others working at the site fail to implement and follow appropriate safety procedures, its employees and others may become injured, disabled or even lose their lives, the completion or commencement of its projects may be delayed, and Atlas may be exposed to litigation or investigations. Unsafe work sites also have the potential to increase employee turnover, increase the cost of a project to Atlas’ clients, and raise its operating and insurance costs. Any of the foregoing could result in financial losses or reputational harm, which could have a material adverse impact on Atlas’ business, financial condition and results of operations.

In addition, Atlas’ projects can involve the handling of hazardous and other highly regulated materials, which, if improperly handled or disposed of, could subject Atlas to civil and/or criminal liabilities. Atlas is also subject to regulations dealing with occupational health and safety. Although Atlas maintains functional groups whose primary purpose is to ensure it implements effective health, safety and environmental (“HSE”) work procedures throughout its organization, including construction sites and maintenance sites, the failure to comply with such regulations could subject it to liability. In addition, despite the work of Atlas’ functional groups, Atlas cannot guarantee the safety of its personnel or that there will be no damage to or loss of its work, equipment or supplies.

Atlas’ safety record is critical to its reputation. Many of Atlas’ clients require that Atlas meets certain safety criteria to be eligible to bid for contracts and many contracts provide for automatic termination or forfeiture of some or all Atlas’ contract fees or profit in the event Atlas fails to meet certain measures. Accordingly, if it fails to maintain adequate safety standards, Atlas could suffer reduced profitability or the loss of projects or clients, which could have a material adverse impact on its business, financial condition and results of operations.

Demand from clients is cyclical and vulnerable to economic downturns. If the economy weakens or client spending declines, Atlas’ financial results may be impacted.

Demand for services from Atlas’ clients is cyclical and vulnerable to economic downturns, which may result in clients delaying, curtailing or canceling proposed and existing projects. Atlas’ business traditionally lags the overall recovery in the economy. If the economy weakens or client spending declines, then Atlas’ revenue, profits and overall financial condition may deteriorate.

In addition, if there is an economic downturn, Atlas’ existing and potential clients may either postpone entering into new contracts or request price concessions. Difficult financing and economic conditions may cause some of Atlas’ clients to demand better pricing terms or delay payments for services Atlas performs, thereby increasing the average number of days Atlas’ receivables are outstanding and the potential of increased credit losses on uncollectible invoices. Further, these conditions may result in the inability of some of Atlas’ clients to pay Atlas for services that it has already performed. Accordingly, these factors affect Atlas’ ability to forecast its future revenue and earnings from business areas that may be adversely impacted by market conditions.

Atlas’ results of operations depend on the award of new contracts and the timing of the performance of these contracts.

Atlas’ revenues are derived from new contract awards. Delays in the timing of the awards or cancellations of such prospects as a result of economic conditions, material and equipment pricing and availability or other factors could impact Atlas’ long-term projected results. It is particularly difficult to predict whether or when Atlas will receive large-scale projects as these contracts frequently involve a lengthy and complex bidding and selection process, which is affected by several factors, such as market conditions or governmental and environmental approvals. Since a significant portion of Atlas’ revenues is generated from such projects, its results of operations and cash flows can fluctuate significantly from quarter to quarter depending on the timing of Atlas’ contract awards and the commencement or progress of work under awarded contracts. Furthermore, many of these contracts are subject to financing contingencies and, as a result, Atlas is subject to the risk that the customer will not be able to secure the necessary financing for the project.

In addition, many contracts require Atlas to satisfy specific progress or performance milestones in order to receive payment from the customer. As a result, Atlas may incur significant costs for engineering, materials, components, equipment, labor or subcontractors prior to receipt of payment from a customer.

The uncertainty of contract award timing can also present difficulties in matching workforce size with contract needs. In some cases, Atlas maintains and bears the cost of a ready workforce that is larger than necessary under existing contracts in anticipation of future workforce needs for expected contract awards. If an expected contract award is delayed or not received, Atlas may incur additional costs resulting from reductions in staff or redundancy of facilities, which could have a material adverse effect on its business, financial condition and results of operations.

The contracts in Atlas’ backlog may be adjusted, cancelled or suspended by its clients and, therefore, Atlas’ backlog is not necessarily indicative of its future revenues or earnings. Additionally, even if fully performed, Atlas’ backlog is not a good indicator of its future gross margins.

Backlog represents the total dollar amount of revenues Atlas expects to record in the future as a result of performing work under contracts that have been awarded to it. As of June 30, 2019, Atlas’ backlog totaled approximately $611 million. There is no assurance that backlog will be realized as revenues in the amounts reported or, if realized, will result in profits. In accordance with industry practice, substantially all Atlas’ contracts are subject to cancellation, termination, or suspension at the discretion of the client. In the event of a project cancellation, Atlas would generally have no contractual right to the total revenue reflected in its backlog. Projects can remain in backlog for extended periods of time because of the nature of the project and the timing of the services required by the project. The risk of contracts in backlog being cancelled or suspended generally increases during periods of widespread economic slowdowns or in response to changes in commodity prices.

The contracts in Atlas’ backlog are subject to changes in the scope of services to be provided as well as adjustments to the costs relating to the contracts. The revenue for certain contracts included in backlog is based on estimates. Additionally, the way Atlas performs on its individual contracts can affect greatly its gross margins and hence, future profitability.

Atlas’ services expose Atlas to significant risks of liability, and its insurance policies may not provide adequate coverage.

If Atlas fails to provide its services in accordance with applicable professional standards or contractual requirements, Atlas could be exposed to significant monetary damages or even criminal violations. Atlas’ engineering practice, for example, involves professional judgments regarding the planning, design, development, construction, operations and management of industrial facilities and public infrastructure projects. While Alas does not generally accept liability for consequential damages in its contracts, and although it has adopted a range of insurance, risk management and risk avoidance programs designed to reduce potential liabilities, a catastrophic event at one of Atlas’ project sites or completed projects resulting from the services Atlas has performed could result in significant professional or product liability, and warranty or other claims against it as well as reputational harm, especially if public safety is impacted. These liabilities could exceed Atlas’ insurance limits or the fees Atlas generates, may not be covered by insurance at all due to various exclusions in its coverage and self-insured retention amounts, and could impact Atlas’ ability to obtain insurance in the future. Further, even where coverage applies, the policies have deductibles, which result in Atlas’ assumption of exposure for certain amounts with respect to any claim filed against Atlas. In addition, clients or subcontractors who have agreed to indemnify Atlas against any such liabilities or losses might refuse or be unable to pay it. An uninsured claim, either in part or in whole, as well as any claim covered by insurance but subject to a high deductible, if successful and of a material magnitude, could have a material adverse impact on Atlas’ business, financial condition and results of operations.

Unavailability or cancellation of third-party insurance coverage would increase Atlas’ overall risk exposure as well as disrupt the management of its business operations.

Atlas maintains insurance coverage from third-party insurers as part of its overall risk management strategy and some of its contracts require Atlas to maintain specific insurance coverage limits. If any of Atlas’ third-party insurers fail, suddenly cancel coverage, or otherwise are unable to provide Atlas with adequate insurance coverage, its overall risk exposure and operational expenses would increase and the management of Atlas’ business operations would be disrupted. In addition, there can be no assurance that any of Atlas’ existing insurance coverage will be renewable upon the expiration of the coverage period or that future coverage will be affordable at the required limits.

Atlas engages in a highly competitive business. If Atlas is unable to compete effectively, it could lose market share and its business and results of operations could be negatively impacted.

Atlas faces intense competition to provide technical, professional and construction services to clients. The markets Atlas serves are highly competitive and it competes against many regional, national and multinational companies.

The extent of Atlas’ competition varies by industry, geographic area and project type. Atlas’ projects are frequently awarded through a competitive bidding process, which is standard in its industry. Atlas is constantly competing for project awards based on pricing, schedule and the breadth and technical sophistication of its services. Competition can place downward pressure on Atlas’ contract prices and profit margins, and may force Atlas to accept contractual terms and conditions that are less favorable to it, thereby increasing the risk that, among other things, it may not realize profit margins at the same rates as it has seen in the past or may become responsible for costs or other liabilities it has not accepted in the past. If Atlas is unable to compete effectively, it may experience a loss of market share or reduced profitability or both, which, if significant, could have a material adverse impact on Atlas’ business, financial condition and results of operations.

The nature of Atlas’ contracts, particularly those that are fixed price, subject Atlas to risks of cost overruns. Atlas may experience reduced profits or, in some cases, losses if costs increase above budgets or estimates or if the project experiences schedule delays.

As of June 30, 2019, approximately 5% of Atlas’ revenues were earned under fixed price contracts. Fixed price contracts require Atlas to estimate the total cost of the project in advance of its performance. For fixed price contracts, Atlas may benefit from any cost savings, but it bears greater risk of paying some, if not all, of any cost overruns. Fixed price contracts are established in part on partial or incomplete designs, cost and scheduling estimates that are based on several assumptions, including those about future economic conditions, commodity and other materials pricing and availability of labor, equipment and materials, and other exigencies. If the design or the estimates prove inaccurate or if circumstances change due to, among other things, unanticipated technical problems, difficulties in obtaining permits or approvals, changes in local laws or labor conditions, weather or other delays beyond Atlas’ control, changes in the costs of equipment or raw materials, Atlas’ vendors’ or subcontractors’ inability or failure to perform, or changes in general economic conditions, then cost overruns may occur and Atlas could experience reduced profits or, in some cases, a loss for that project. These risks are exacerbated for projects with long-term durations because there is an increased risk that the circumstances on which Atlas based its original estimates will change in a manner that increases costs. If the project is significant, or there are one or more issues that impact multiple projects, costs overruns could have a material adverse impact on Atlas’ business, financial condition and results of operations.

Governmental agencies may modify, curtail or terminate Atlas’ contracts at any time prior to their completion and, if Atlas does not replace them, Atlas may suffer a decline in revenue.

Most government contracts may be modified, curtailed or terminated by the government either at its discretion or upon the default of the contractor. If the government terminates a contract at its discretion, then Atlas typically can recover only costs incurred or committed, settlement expenses and profit on work completed prior to termination, which could prevent it from recognizing all its potential revenue and profits from that contract. In addition, for some assignments, the U.S. government may attempt to “insource” the services to government employees rather than outsource to a contractor. If a government terminates a contract due to Atlas’ default, Atlas could be liable for excess costs incurred by the government in obtaining services from another source.

Atlas is dependent on third-parties to complete certain of its contracts.

Third-party subcontractors Atlas hires perform certain work under its contracts. Atlas also relies on third-party equipment manufacturers or suppliers to provide equipment and materials used for certain of its projects. If Atlas is unable to hire qualified subcontractors or find qualified equipment manufacturers or suppliers, its ability to successfully complete certain projects could be impaired. If Atlas is not able to locate qualified third-party subcontractors or the amount it is required to pay for subcontractors or equipment and supplies exceeds what it has estimated, especially in a lump sum or a fixed price contract, Atlas may suffer losses on these contracts. If a subcontractor, supplier or manufacturer fails to provide services, supplies or equipment as required under a contract for any reason, Atlas may be required to source these services, equipment or supplies to other third-parties on a

delayed basis or on less favorable terms, which could impact contract profitability. There is a risk that Atlas may have disputes with its subcontractors relating to, among other things, the quality and timeliness of work performed, customer concerns about a subcontractor or Atlas’ failure to extend existing task orders or issue new task orders under a contract. In addition, faulty workmanship, equipment or materials could impact the overall project, resulting in claims against Atlas for failure to meet required project specifications.

Third-parties may find it difficult to obtain enough financing to help fund their operations. The inability to obtain financing could adversely affect a third-party’s ability to provide materials, equipment or services which could have a material adverse impact on Atlas’ business, financial condition and results of operations. In addition, a failure by a third-party subcontractor, supplier or manufacturer to comply with applicable laws, regulations or client requirements could negatively impact Atlas’ business and, for government clients, could result in fines, penalties, suspension or even debarment being imposed on Atlas, which could have a material adverse impact on its business, financial condition and results of operations.

Atlas relies on third-party internal and outsourced software to run its critical accounting, project management and financial information systems. As a result, any sudden loss, disruption or unexpected costs to maintain these systems could significantly increase Atlas’ operational expense and disrupt the management of its business operations.

Atlas relies on third-party software to run its critical accounting, project management and financial information systems. Atlas also depends on its software vendors to provide long-term software maintenance support for its information systems. Software vendors may decide to discontinue further development, integration or long-term software maintenance support for Atlas’ information systems, in which case Atlas may need to abandon one or more of its current information systems and migrate some or all of its accounting, project management and financial information to other systems, thus increasing its operational expense as well as disrupting the management of its business operations.

Negative conditions in the credit and financial markets and delays in receiving client payments could result in liquidity problems, adversely affecting Atlas’ cost of borrowing and its business.

Although Atlas finances much of its operations using cash provided by operations, at times it depends on the availability of credit to grow its business and to help fund business acquisitions. Instability in the credit markets in the U.S. or abroad could cause the availability of credit to be relatively difficult or expensive to obtain at competitive rates, on commercially reasonable terms or in sufficient amounts. This situation could make it more difficult or more expensive for Atlas to access funds, refinance its existing indebtedness, enter into agreements for new indebtedness, or obtain funding through the issuance of securities or such additional capital may not be available on terms acceptable to it, or at all. Atlas may also enter into business acquisition agreements that require it to access credit, which if not available at the closing of the acquisition could result in a breach of the acquisition agreement and a resulting claim for damages by the sellers of such business. In addition, market conditions could negatively impact Atlas’ clients’ ability to fund their projects and, therefore, utilize its services, which could have a material adverse impact on Atlas’ business, financial condition and results of operations.

Some of Atlas’ customers, suppliers and subcontractors depend on access to commercial financing and capital markets to fund their operations. Disruptions of the credit or capital markets could adversely affect Atlas’ clients’ ability to finance projects and could result in contract cancellations or suspensions, project delays and payment delays or defaults by its clients. In addition, clients may be unable to fund new projects, may choose to make fewer capital expenditures or otherwise slow their spending on Atlas’ services or to seek contract terms more favorable to them. Atlas’ government clients may face budget deficits that prohibit them from funding proposed and existing projects or that cause them to exercise their right to terminate Atlas’ contracts with little or no prior notice. In addition, any financial difficulties suffered by Atlas’ subcontractors or suppliers could increase its cost or adversely impact project schedules. These disruptions could materially impact Atlas’ backlog and have a material adverse impact on its business, financial condition and results of operations.

If Atlas fails to comply with federal, state and local governmental requirements, its business may be adversely affected.

Atlas is subject to U.S. federal, state, and local laws and regulations that affect its business. Although Atlas has policies and procedures to comply with U.S. trade laws, the violation of such laws could subject it and its employees

to civil or criminal penalties, including substantial monetary fines, or other adverse actions including debarment from participation in U.S. government contracts, and could damage Atlas’ reputation and its ability to do business.

Atlas’ business strategy relies in part on acquisitions to sustain its growth. Acquisitions of other companies present certain risks and uncertainties.

Atlas’ business strategy involves growth through, among other things, the acquisition of other companies. Atlas tries to evaluate companies that it believes will strategically fit into its business and growth objectives, including, for example, Atlas’ acquisition of ATC Group Services in January 2019. If Atlas is unable to successfully integrate and develop acquired businesses, it could fail to achieve anticipated synergies and cost savings, including any expected increases in revenues and operating results, which could have a material adverse effect on its financial results.

Atlas may not be able to identify suitable acquisition or strategic investment opportunities or may be unable to obtain the required consent of its lenders and, therefore, may not be able to complete such acquisitions or strategic investments. Atlas may incur expenses associated with sourcing, evaluating and negotiating acquisitions (including those that do not get completed), and it may also pay fees and expenses associated with financing acquisitions to investment banks and other advisors. Any of these amounts may be substantial, and together with the size, timing and number of acquisitions Atlas pursues, may negatively affect and cause significant volatility in its financial results.

In addition, Atlas has assumed, and may in the future assume, liabilities of the company it is acquiring. While Atlas retains third-party advisors to consult on potential liabilities related to these acquisitions, there can be no assurances that all potential liabilities will be identified or known to it. If there are unknown liabilities or other obligations, Atlas’ business could be materially affected.

Atlas’ quarterly results may fluctuate significantly, which could have a material negative effect on the price of its Class A common stock.

Atlas’ quarterly operating results may fluctuate due to several factors, including:

•        fluctuations in the spending patterns of its customers;

•        the number and significance of projects executed during a quarter;

•        unanticipated changes in contract performance, particularly with contracts that have funding limits;

•        the timing of resolving change orders, requests for equitable adjustments and other contract adjustments;

•        project delays;

•        changes in prices of commodities or other supplies;

•        changes in foreign currency exchange rates;

•        weather conditions that delay work at project sites;

•        the timing of expenses incurred in connection with acquisitions or other corporate initiatives;

•        natural disasters or other crises;

•        staff levels and utilization rates;

•        changes in prices of services offered by its competitors; and

•        general economic and political conditions.

If Atlas’ quarterly operating results fluctuate significantly, causing its operating results to fall below the expectations of securities analysts, the price of Atlas’ Class A common stock may decrease substantially, which could have a material negative impact on its financial condition and results of operations.

Atlas has identified a material weakness in its internal control over financial reporting relating to a shortage of accounting personnel and we may identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls, which may result in material misstatements of our financial statements or cause us to fail to meet our periodic reporting obligations.

Atlas and its independent registered public accounting firm have identified a material weakness in its internal control over financial reporting related to its accounting for significant transactions. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of a company’s annual or interim financial statements will not be prevented or detected on a timely basis. The material weakness related to a shortage of accounting personnel, at a time when Atlas was engaged in several significant acquisitions, which caused Atlas’ controls to not operate with appropriate precision sufficient to enable management to timely analyze, evaluate, account for and prepare financial statements on an accrual basis or to appropriately consider the accounting for such significant acquisitions. As a result of the material weakness, post-closing adjustments of $3.5 million relating primarily to the fair value of contingent consideration of $2.8 million in connection with an acquisition (which reduced income from continuing operations in the same amount of such adjustments) were recorded to the combined financial statements of Atlas for the year ended December 31, 2018.

Atlas is taking and has taken steps to remedy this material weakness by hiring additional accounting personnel and engaging external temporary resources as needed, and may implement, document and modify policies and procedures to maintain effective internal control. In addition, following the Closing, we expect to have additional resources to dedicate to any further remedial steps as needed. However, we cannot provide assurances that this material weakness will be effectively remediated or that additional material weaknesses will not occur in the future. If we fail to establish and maintain adequate internal control, we could suffer material misstatements in our financial statements and fail to meet our reporting obligations, which would likely cause investors to lose confidence in our reported financial information. This could limit our access to capital markets, adversely affect our results of operations and lead to a decline in the trading price of our Class A common stock. Additionally, ineffective internal control could expose us to an increased risk of fraud or misuse of corporate assets and subject us to potential delisting from the stock exchange on which we list or to other regulatory investigations and civil or criminal sanctions.

If we fail to maintain an effective system of internal control, we may not be able to accurately report our financial results.

Atlas is currently a private company. Following the consummation of the business combination, the combined company will be required to comply with Section 404 of the Sarbanes-Oxley Act, which requires, among other things, a company to evaluate annually the effectiveness of its internal control over financial reporting as of the end of each fiscal year and to include a management report assessing the effectiveness of its internal control over financial reporting in its Annual Report on Form 10-K. Effective internal control over financial reporting is necessary to provide reliable financial reports and to help prevent fraud. The combined company’s management team and other personnel will be required to devote a substantial amount of time to these compliance requirements. Moreover, these rules and regulations increase legal and financial compliance costs and make some activities more time-consuming and costly. Despite best efforts, we cannot be certain that we will be able to maintain adequate internal controls over our financial processes and reporting in the future or that we will be able to comply with our obligations under Section 404 of the Sarbanes-Oxley Act.

An impairment charge on Atlas’ goodwill could have a material adverse impact on its financial position and results of operations.

Because Atlas has grown in part through acquisitions, goodwill and intangible assets represent a substantial portion of its assets. Under U.S. GAAP, Atlas is required to test goodwill carried in its combined balance sheets for possible impairment on an annual basis based upon a fair value approach. As of June 30, 2019, Atlas had $80,352,000 of goodwill, representing 23% of its total assets of $353,660,000. Atlas also is required to test goodwill for impairment between annual tests if events occur or circumstances change that would more likely than not reduce its enterprise fair value below its book value. These events or circumstances could include a significant change in the business climate, including a significant sustained decline in a reporting unit’s market value, legal factors, operating performance indicators, competition, sale or disposition of a significant portion of Atlas’ business, potential government actions toward its facilities, and other factors.

If Atlas’ market capitalization drops significantly below the amount of net equity recorded on its balance sheet, it might indicate a decline in its fair value and would require Atlas to further evaluate whether its goodwill has been impaired. If the fair value of Atlas’ reporting units is less than their carrying value, Atlas could be required to record an impairment charge. The amount of any impairment could be significant and could have a material adverse impact on Atlas’ financial position and results of operations for the period in which the charge is taken.

Rising inflation, interest rates, and/or construction costs could reduce the demand for Atlas’ services as well as decrease Atlas’ profit on its existing contracts, in particular with respect to its fixed price contracts.

Rising inflation, interest rates, or construction costs could reduce the demand for Atlas’ services. In addition, Atlas bears all the risk of rising inflation with respect to those contracts that are fixed price. Because a portion of Atlas’ revenues are earned from fixed price contracts (approximately 5% as of June 30, 2019), the effects of inflation on Atlas’ financial condition and results of operations over the past few years have been generally minor. However, if Atlas expands its business into markets and geographic areas where fixed price and lump sum work is more prevalent, inflation may have a larger impact on Atlas’ results of operations in the future. Therefore, increases in inflation, interest rates or construction costs could have a material adverse impact on Atlas’ business, financial condition and results of operations.

Atlas is subject to professional standards, duties and statutory obligations on professional reports and opinions it issues, which could subject it to monetary damages.

Atlas issues reports and opinions to clients based on its professional engineering expertise as well as its other professional credentials that subject it to professional standards, duties and obligations regulating the performance of its services. If a client or another third-party alleges that Atlas’ report or opinion is incorrect or it is improperly relied upon and Atlas is held responsible, it could be subject to significant liability or claims for damages. In addition, Atlas’ reports and other work product may need to comply with professional standards, licensing requirements, securities regulations and other laws and rules governing the performance of professional services in the jurisdiction where the services are performed. Atlas could be liable to third-parties who use or rely upon its reports and other work product even if it is not contractually bound to those third-parties. These events could in turn result in monetary damages and penalties.

The outcome of pending and future claims and litigation could have a material adverse impact on Atlas’ business, financial condition and results of operations.

Atlas is a party to claims and litigation in the normal course of business. Since Atlas engages in engineering and construction activities for large facilities and projects where design, construction or systems failures can result in substantial injury or damage to employees or others, it is exposed to claims and litigation and investigations if there is a failure at any such facility or project. Such claims could relate to, among other things, personal injury, loss of life, business interruption, property damage, pollution and environmental damage and be brought by Atlas’ clients or third-parties, such as those who use or reside near its clients’ projects. Atlas can also be exposed to claims if it agreed that a project will achieve certain performance standards or satisfy certain technical requirements and those standards or requirements are not met. In many of Atlas’ contracts with clients, subcontractors, and vendors, Atlas agrees to retain or assume potential liabilities for damages, penalties, losses and other exposures relating to projects that could result in claims that greatly exceed the anticipated profits relating to those contracts. In addition, while clients and subcontractors may agree to indemnify Atlas against certain liabilities, such third-parties may refuse or be unable to pay it.

Risks Relating to Boxwood and the Business Combination

Directors of Boxwood have potential conflicts of interest in recommending that securityholders vote in favor of approval of the business combination and approval of the other proposals described in this proxy statement.

When considering Boxwood’s board of directors’ recommendation that our stockholders vote in favor of the approval of the business combination, our stockholders should be aware that directors and executive officers of Boxwood have interests in the business combination that may be different from, or in addition to, the interests of our stockholders. These interests include:

•        the anticipated election of Stephen M. Kadenacy and Duncan Murdoch, two of our existing officers, and Joe Reece, one of our existing directors, as members of the board of directors of the Company;

•        the continuation of Stephen M. Kadenacy, our Chairman and Chief Executive Officer, as Executive Chairman of the Company after the business combination;

•        the continued indemnification of former and current directors and officers of Boxwood and the continuation of directors’ and officers’ liability insurance after the business combination;

•        the fact that our initial stockholders have waived their right to redeem any of the founder shares, private placement shares and public shares in connection with a stockholder vote to approve a proposed initial business combination;

•        the fact that our initial stockholders paid an aggregate of $25,000 for the founder shares, which will convert into 5,000,000 shares of Class A common stock in accordance with the terms of the Charter, subject to adjustment, and such securities will have a significantly higher value at the time of the business combination, estimated at approximately $50,500,000 based on the closing price of $10.10 per public shares on Nasdaq on November 7, 2019;

•        the fact that our Sponsor paid approximately $6,000,000 for 250,000 private placement units and 3,500,000 private placement warrants, each of such private placement warrant (including the warrants underlying the private placement units) is exercisable commencing 30 days following the Closing for one share of Class A common stock at $11.50 per share. The warrants held by our Sponsor had an aggregate market value of approximately $3,037,500 based upon the closing price of $0.81 per warrant on Nasdaq on November 7, 2019;

•        the right of our Sponsor to receive approximately 3,750,000 shares of Class A common stock to be issued upon exercise of their private placement warrants (including the warrants underlying its private placement units) following the business combination, subject to certain lock-up periods; and

•        if the trust account is liquidated, including in the event we are unable to complete an initial business combination within the required time period, our Sponsor has agreed that it will be liable to us if and to the extent any claims by a third-party (other than our independent registered public accounting firm) for services rendered or products sold to us, or a prospective target business with which we have entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the trust account to below: (i) $10.00 per public share; or (ii) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account due to reductions in the value of the trust assets, in each case, net of the interest which may be withdrawn to pay taxes and up to $100,000 of interest to pay dissolution expenses, except as to any claims by a third-party who executed a waiver of any and all rights to seek access to the trust account and except as to any claims under our indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act.

These financial interests of the founders, officers and directors and entities affiliated with them may have influenced their decision to approve the business combination. You should consider these interests when evaluating the business combination and the recommendation of Boxwood’s board of directors to vote in favor of the business combination proposal and other proposals to be presented to the stockholders.

Subsequent to the consummation of the business combination, we may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and stock price, which could cause you to lose some or all of your investment.

Although Boxwood has conducted due diligence on Atlas, Boxwood cannot assure you that this diligence revealed all material issues that may be present in their respective businesses, that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of Boxwood’s or Atlas’ control will not later arise. As a result, the Company may be forced to later write-down or write-off assets, restructure our operations, or incur impairment or other charges that could result in losses. Even if the due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis. Even though these charges may be non-cash items and not have an immediate impact on our liquidity, the fact that the Company reports charges of this nature could contribute to negative market perceptions about the Company or our securities. In addition, charges of this nature may cause the

Company to violate net worth or other covenants to which we may be subject. Accordingly, any stockholders who choose to remain stockholders following the business combination could suffer a reduction in the value of their shares. Such stockholders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the proxy solicitation or tender offer materials, as applicable, relating to the business combination contained an actionable material misstatement or material omission.

To the extent that any shares of Class A common stock are issued pursuant to the terms of the Holdings LLC Agreement or upon exercise of any of the warrants, the number of shares eligible for resale in the public market would increase.

Pursuant to the terms of the Holdings LLC Agreement, the Continuing Members may redeem any or all of the shares of Class B common stock issued to them along with a corresponding number of Rollover Units, for an equal number of shares of Class A common stock after the Closing. The Continuing Members are expected to receive an aggregate of 18,064,589 shares of Class B common stock in connection with the Closing, assuming no public shares are redeemed.

Furthermore, following the business combination, the Company will have 20,000,000 outstanding warrants to purchase 20,000,000 shares of Class A common stock at an exercise price of $11.50 per share, which warrants will become exercisable 30 days following the Closing. In addition, there will be 3,750,000 private placement warrants (including the warrants underlying the private placement units) outstanding exercisable for 3,750,000 shares of common stock at an exercise price of $11.50 per share.

To the extent that any shares of Class A common stock are issued pursuant to the terms of the Holdings LLC Agreement or upon exercise of any of the warrants to purchase shares of Class A common stock, there will be an increase in the number of shares of Class A common stock eligible for resale in the public market. Sales of a substantial number of such shares in the public market could adversely affect the market price of Class A common stock.

If we raise capital in connection with the business combination or in the future by issuing shares of common or preferred stock or other equity or equity-linked securities, convertible debt or other hybrid equity securities, our then existing stockholders may experience dilution, such new securities may have rights senior to those of our common stock, and the market price of our common stock may be adversely effected.

If we raise capital in the future, including in connection with the business combination pursuant to the issuance of PIPE securities to any potential PIPE investors, our then existing stockholders may experience dilution. The Charter and the Proposed Charter provide that preferred stock may be issued from time to time in one or more series. Our board of directors is authorized to fix the voting rights, if any, designations, powers, preferences, the relative, participating, optional or other special rights and any qualifications, limitations and restrictions thereof, applicable to the shares of each series. Our board of directors may, without stockholder approval, issue preferred stock with voting and other rights that could adversely affect the voting power and other rights of the holders of the shares of common stock and could have anti-takeover effects. The ability of our board of directors to issue preferred stock without stockholder approval could have the effect of delaying, deferring or preventing a change of control of us or the removal of existing management. The issuance of any such securities may have the impact of adversely affecting the market price of our common stock.

If our stockholders fail to comply with the redemption requirements specified in this proxy statement, they will not be entitled to redeem their shares of our Class A common stock for a pro rata portion of the trust account.

Holders of public shares are not required to affirmatively vote against the business combination proposal in order to exercise their rights to redeem their shares for a pro rata portion of the trust account. To exercise their redemption rights, they are required to submit a request in writing and deliver their stock (either physically or electronically) to our transfer agent by         , on               , 2019. Stockholders electing to redeem their shares will receive their pro rata portion of the trust account less taxes payable, calculated as of two business days prior to the anticipated consummation of the business combination.

We may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless.

The Company will have the ability to redeem outstanding public warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that the closing price of our Class A common stock equals or exceeds $18.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 trading-day period ending on the third trading day prior to proper notice of such redemption. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of the outstanding warrants could force holders (i) to exercise the warrants and pay the exercise price therefor at a time when it may be disadvantageous to do so, (ii) to sell the warrants at the then-current market price when the holder might otherwise wish to hold your warrants or (iii) to accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, is likely to be substantially less than the market value of the warrants. The private placement warrants are not redeemable by us so long as they are held by the Sponsor or its permitted transferees.

The only principal asset of the Company following the business combination will be our interest in Atlas, and accordingly it will depend on distributions from Atlas to pay taxes and expenses.

Upon consummation of the business combination, the Company will be a holding company and will have no material assets other than our ownership of Holdings Units. The Company is not expected to have independent means of generating revenue or cash flow, and our ability to pay our taxes, operating expenses, and pay any dividends in the future, if any, will be dependent upon the financial results and cash flows of Atlas. There can be no assurance that Atlas will generate sufficient cash flow to distribute funds to the Company or that applicable state law and contractual restrictions, including negative covenants under debt instruments will permit such distributions. If Atlas does not distribute sufficient funds to the Company to pay our taxes or other liabilities, we may default on contractual obligations or have to borrow additional funds. In the event that the Company is required to borrow additional funds it could adversely affect our liquidity and subject us to additional restrictions imposed by lenders.

If the benefits of the business combination do not meet the expectations of investors or securities analysts, the market price of our securities may decline.

If the benefits of the business combination do not meet the expectations of investors or securities analysts, the market price of Boxwood’s securities prior to the Closing may decline. The market values of Boxwood’s securities at the time of the business combination may vary significantly from their prices on the date the Purchase Agreement was executed, the date of this proxy statement, or the date on which our stockholders vote on the business combination. Because the number of shares to be issued pursuant to the Purchase Agreement will not be adjusted to reflect any changes in the market price of Boxwood’s common stock, the market value of common stock issued in the business combination may be higher or lower than the values of these shares on earlier dates.

In addition, following the business combination, fluctuations in the price of the Company’s securities could contribute to the loss of all or part of your investment. Prior to the business combination, there has not been a public market for the stock of the Company and trading in shares of Class A common stock has not been active. Accordingly, the valuation ascribed to the Company in the business combination may not be indicative of the price that will prevail in the trading market following the business combination. If an active market for our securities develops and continues, the trading price of our securities following the business combination could be volatile and subject to wide fluctuations in response to various factors, some of which are beyond our control. Any of the factors listed below could have a material adverse effect on your investment in our securities and our securities may trade at prices significantly below the price you paid for them. In such circumstances, the trading price of our securities may not recover and may experience a further decline.

Factors affecting the trading price of the Company’s securities may include:

•        actual or anticipated fluctuations in our quarterly financial results or the quarterly financial results of companies perceived to be similar to us;

•        changes in the market’s expectations about our operating results;

•        success of competitors;

•        our operating results failing to meet the expectation of securities analysts or investors in a particular period;

•        changes in financial estimates and recommendations by securities analysts concerning the Company or the industries in which the Company operates in general;

•        operating and stock price performance of other companies that investors deem comparable to the Company;

•        our ability to market new and enhanced products on a timely basis;

•        changes in laws and regulations affecting our business;

•        commencement of, or involvement in, litigation involving the Company;

•        changes in the Company’s capital structure, such as future issuances of securities or the incurrence of additional debt;

•        the volume of shares of our Class A common stock available for public sale;

•        any major change in our board or management;

•        sales of substantial amounts of our Class A common stock by our directors, executive officers or significant stockholders or the perception that such sales could occur; and

•        general economic and political conditions such as recessions, interest rates, fuel prices, international currency fluctuations and acts of war or terrorism.

Broad market and industry factors may materially harm the market price of our securities irrespective of our operating performance. The stock market in general, and Nasdaq, have experienced price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of the particular companies affected. The trading prices and valuations of these stocks, and of our securities, may not be predictable. A loss of investor confidence in the market for the stocks of other companies that investors perceive to be similar to the Company could depress our stock price regardless of our business, prospects, financial conditions, or results of operations. A decline in the market price of our securities also could adversely affect our ability to issue additional securities and our ability to obtain additional financing in the future.

Boxwood’s initial stockholders, directors, officers, advisors and their affiliates may elect to purchase shares or public warrants from public stockholders or public warrant holders, which may influence a vote on the business combination and reduce the public “float” of our Class A common stock.

Boxwood’s initial stockholders, directors, officers, advisors or their affiliates may purchase shares or public warrants in privately negotiated transactions or in the open market either before or following the completion of the business combination, although they are under no obligation to do so. There is no limit on the number of shares Boxwood’s initial stockholders, directors, officers, advisors, or their affiliates may purchase in such transactions, subject to compliance with applicable law and the rules of Nasdaq. However, other than as expressly stated herein, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds in the trust account will be used to purchase shares or public warrants in such transactions.

In the event that Boxwood’s initial stockholders, directors, executive officers, advisors, or their affiliates purchase shares in privately negotiated transactions from public stockholders who have already elected to exercise their redemption rights, such selling stockholders would be required to revoke their prior elections to redeem their shares. The purpose of any such purchases of shares could be to vote such shares in favor of the business combination and thereby increase the likelihood of obtaining stockholder approval of the business combination or to satisfy a closing condition in the Purchase Agreement that requires us to have a certain amount of cash at the Closing, where it appears that such requirement would otherwise not be met. In addition, the purpose of any such purchases of public warrants could be to reduce the number of public warrants outstanding or to vote such warrants on any matters submitted to the warrant holders for approval in connection with the initial business combination. Any such purchases of our securities may result in the completion of the business combination that may not otherwise have been possible.

In addition, if such purchases are made, the public “float” of our Class A common stock and the number of beneficial holders of our securities may be reduced, possibly making it difficult to maintain or obtain the quotation, listing, or trading of our securities on a national securities exchange.

Boxwood’s initial stockholders have agreed to vote in favor of the business combination, regardless of how our public stockholders vote.

Our initial stockholders have agreed to vote their founder shares, private placement shares as well as any public shares purchased during or after Boxwood’s initial public offering, in favor of the business combination. The initial stockholders own approximately 20.8% of our outstanding shares prior to the business combination. Accordingly, it is more likely that the necessary stockholder approval for the business combination will be received than would be the case if our initial stockholders agreed to vote their founder shares and private placement shares in accordance with the majority of the votes cast by our public stockholders.

Even if we consummate the business combination, there can be no assurance that the warrants will be in the money at the time they become exercisable, and they may expire worthless.

The exercise price for the outstanding warrants is $11.50 per share of common stock. There can be no assurance that the warrants will be in the money following the time they become exercisable and prior to their expiration, and as such, the warrants may expire worthless.

If Boxwood is unable to complete the business combination with Atlas or another business combination by November 20, 2020 (or such later date as our stockholders may approve), Boxwood will cease all operations except for the purpose of winding up, dissolving and liquidating. In such event, third-parties may bring claims against Boxwood and, as a result, the proceeds held in the trust account could be reduced and the per share liquidation price received by stockholders could be less than $10.00 per share.

Under the terms of the Charter, Boxwood must complete the business combination with Atlas or another business combination by November 20, 2020 (or such later date as our stockholders may approve), or Boxwood must cease all operations except for the purpose of winding up, redeeming 100% of the outstanding public shares and, subject to the approval of our remaining stockholders and our board of directors, dissolving and liquidating. In such event, third-parties may bring claims against Boxwood. Although Boxwood has obtained waiver agreements from certain vendors and service providers (other than our independent auditors) we have engaged and owe money to, and the prospective target businesses we have negotiated with, whereby such parties have waived any right, title, interest or claim of any kind they may have in or to any monies held in the trust account, there is no guarantee that they or other vendors who did not execute such waivers will not seek recourse against the trust account notwithstanding such agreements. Furthermore, there is no guarantee that a court will uphold the validity of such agreements. Accordingly, the proceeds held in the trust account could be subject to claims that could take priority over those of Boxwood’s public stockholders.

The Sponsor has agreed that it will be liable to us, if and to the extent any claims by a third-party (other than our independent registered public accounting firm) for services rendered or products sold to us, or a prospective target business with which we have entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the trust account to below: (i) $10.00 per public share; or (ii) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, and up to $100,000 for dissolution expenses, except as to any claims by a third-party who executed a waiver of any and all rights to seek access to the trust account and except as to any claims under our indemnity of the underwriters of our initial public offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third-party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. We have not asked the Sponsor to reserve for its indemnification obligations, we have not independently verified whether the Sponsor has sufficient funds to satisfy such obligations, and we believe that the Sponsor’s only assets are securities of our company. As a result, if any such claims were successfully made against the trust account, the funds available for our initial business combination and redemptions could be reduced to less than $10.00 per public share. In such event, we may not be able to complete our initial business combination, and you would receive such lesser amount per share in connection with any redemption of your public shares.

Boxwood’s directors may decide not to enforce the indemnification obligations of the Sponsor, resulting in a reduction in the amount of funds in the trust account available for distribution to our public stockholders.

In the event that the proceeds in the trust account are reduced below the lesser of (i) $10.00 per public share; or (ii) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, and up to $100,000 for dissolution expenses, and the Sponsor asserts that it is unable to satisfy its obligations or that it has no indemnification obligations related to a particular claim, Boxwood’s independent directors would determine whether to take legal action against the Sponsor to enforce its indemnification obligations.

While Boxwood currently expects that our independent directors would take legal action on our behalf against the Sponsor to enforce its indemnification obligations to Boxwood, it is possible that Boxwood’s independent directors in exercising their business judgment and subject to their fiduciary duties may choose not to do so in any particular instance. If Boxwood’s independent directors choose not to enforce these indemnification obligations, the amount of funds in the trust account available for distribution to Boxwood’s public stockholders may be reduced below $10.00 per share.

If, before distributing the proceeds in the trust account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our stockholders and the per share amount that would otherwise be received by our stockholders in connection with our liquidation may be reduced.

If, before distributing the proceeds in the trust account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third-parties with priority over the claims of our stockholders. To the extent any bankruptcy claims deplete the trust account, the per share amount that would otherwise be received by our stockholders in connection with our liquidation may be reduced.

Boxwood’s stockholders may be held liable for claims by third-parties against Boxwood to the extent of distributions received by them.

If Boxwood is unable to complete the business combination with Atlas or another business combination within the required time period, Boxwood will cease all operations except for the purpose of winding up, liquidating and dissolving, subject to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. Boxwood cannot assure you that we will properly assess all claims that may be potentially brought against us. As such, Boxwood’s stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of our stockholders may extend well beyond the third anniversary of the date of distribution. Accordingly, Boxwood cannot assure you that third-parties will not seek to recover from our stockholders amounts owed to them by Boxwood.

If Boxwood is forced to file a bankruptcy case or an involuntary bankruptcy case is filed against us which is not dismissed, any distributions received by stockholders could be viewed under applicable debtor/ creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover all amounts received by Boxwood’s stockholders. Furthermore, because Boxwood intends to distribute the proceeds held in the trust account to our public stockholders promptly after the expiration of the time period to complete an initial business combination, this may be viewed or interpreted as giving preference to our public stockholders over any potential creditors with respect to access to or distributions from our assets. Furthermore, Boxwood’s board of directors may be viewed as having breached their fiduciary duties to our creditors and/or may have acted in bad faith, and thereby exposing itself and the company to claims of punitive damages, by paying public stockholders from the trust account before addressing the claims of creditors. Boxwood cannot assure you that claims will not be brought against us for these reasons.

The ability of stockholders to exercise redemption rights with respect to a large number of shares could increase the probability that the business combination would be unsuccessful and that stockholders would have to wait for liquidation to redeem their stock.

At the time we entered into the agreements for the business combination, we did not know how many stockholders will exercise their redemption rights, and therefore we structured the business combination based on our expectations as to the number of shares that will be submitted for redemption. If a larger number of shares are submitted for redemption than we initially expected, this could lead to our failure to consummate the business combination, our failure to obtain or maintain the listing of our securities on Nasdaq or another national securities exchange, or a lack of liquidity, which could impair the Company’s ability to fund our operations and adversely affect our business, financial condition and results of operations.

The unaudited pro forma condensed combined financial information included in this proxy statement may not be indicative of what our actual financial position or results of operations would have been.

The unaudited pro forma condensed combined financial information in this proxy statement is presented for illustrative purposes only and is not necessarily indicative of what our actual financial position or results of operations would have been had the business combination been completed on the dates indicated. See the section entitled “Unaudited Pro Forma Condensed Combined Financial Information” for more information.

The business combination is subject to conditions, including certain conditions that may not be satisfied on a timely basis, if at all.

The completion of the business combination is subject to a number of conditions. The completion of the business combination is not assured and is subject to risks, including the risk that approval of the business combination by Boxwood’s stockholders is not obtained or that there are not sufficient funds in the trust account, in each case subject to certain terms specified in the Purchase Agreement (as described under “The Purchase Agreement — Conditions to the Closing of the Business Combination”), or that other closing conditions are not satisfied. If we do not complete the business combination, we could be subject to several risks, including:

•        the parties may be liable for damages to one another under the terms and conditions of the Purchase Agreement;

•        negative reactions from the financial markets, including declines in the price of Boxwood’s shares due to the fact that current prices may reflect a market assumption that the business combination will be completed; and

•        the attention of our management will have been diverted to the business combination rather than our own operations and pursuit of other opportunities that could have been beneficial to that organization.

There can be no assurance that we will be able to comply with the continued listing standards of Nasdaq.

Our continued eligibility for listing on Nasdaq depends on a number of factors, including the number of our shares that are redeemed in connection with the vote at the special meeting to approve the business combination and our having a minimum level of stockholders’ equity following the Closing, among meeting other listing standards. If, after the business combination, Nasdaq delists the Class A common stock from trading on its exchange for failure to meet the listing standards, the Company and its stockholders could face significant material adverse consequences including:

•        a limited availability of market quotations for our securities;

•        a determination that our Class A common stock is a “penny stock,” which will require brokers trading in our Class A common stock to adhere to more stringent rules, possibly resulting in a reduced level of trading activity in the secondary trading market for our Class A common stock;

•        a limited amount of analyst coverage; and

•        a decreased ability to issue additional securities or obtain additional financing in the future.

If Boxwood is not able to complete the business combination with Alas or another business combination by November 20, 2020 (or such later date as Boxwood’s stockholders may approve), Boxwood would cease all operations except for the purpose of winding up and Boxwood would redeem our public shares and liquidate the trust account, in which case our public stockholders may only receive approximately $10.00 per share and our warrants will expire worthless.

The Charter states that we must complete our initial business combination by November 20, 2020. If Boxwood has not completed the business combination with Atlas by then or another business combination by November 20, 2020 (or such later date as our stockholders may approve), Boxwood will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the trust account deposits (which interest will be net of taxes payable and less up to $100,000 to pay dissolution expenses), divided by the number of then-outstanding public shares, which redemption will completely extinguish our public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no liquidating distributions with respect to our warrants, which will expire worthless.

Provisions in our Proposed Charter and Delaware law may have the effect of discouraging lawsuits against our directors and officers.

The Proposed Charter will require, unless we consent in writing to the selection of an alternative forum, that (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee to us or our stockholders, (iii) any action asserting a claim against us, our directors, officers or employees arising pursuant to any provision of the DGCL or the Proposed Charter or our bylaws, or (iv) any action asserting a claim against us, our directors, officers or employees governed by the internal affairs doctrine may be brought only in the Court of Chancery in the State of Delaware, except any claim (A) as to which the Court of Chancery of the State of Delaware determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination), (B) which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery, (C) for which the Court of Chancery does not have subject matter jurisdiction, or (D) any action arising under the Securities Act, as to which the Court of Chancery and the federal district court for the District of Delaware shall have concurrent jurisdiction. If an action is brought outside of Delaware, the stockholder bringing the suit will be deemed to have consented to service of process on such stockholder’s counsel. Although we believe this provision benefits us by providing increased consistency in the application of Delaware law in the types of lawsuits to which it applies, a court may determine that this provision is unenforceable, and to the extent it is enforceable, the provision may have the effect of discouraging lawsuits against our directors and officers, although our stockholders will not be deemed to have waived our compliance with federal securities laws and the rules and regulations thereunder.

Notwithstanding the foregoing, the Proposed Charter will provide that the exclusive forum provision will not apply to suits brought to enforce a duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction. Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. Although we believe this provision benefits us by providing increased consistency in the application of Delaware law in the types of lawsuits to which it applies, the provision may have the effect of discouraging lawsuits against our directors and officers.

Provisions in the Proposed Charter may inhibit a takeover of us, which could limit the price investors might be willing to pay in the future for our Class A common stock and could entrench management.

The Proposed Charter will contain provisions that may discourage unsolicited takeover proposals that stockholders may consider to be in their best interests. These provisions include a staggered board of directors, the controlling provisions of the Nomination Agreement, a supermajority vote required to amend certain provisions of the Proposed Charter and the ability of the board of directors to designate the terms of, and issue new series of, preferred stock, which may make more difficult the removal of management and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our securities.

(ii)    adjusted by the difference between the net working capital of Atlas Intermediate and its subsidiaries as of Closing and a normalized level of working capital (which could be a downward or upward adjustment);

(iii)   reduced by the amount of debt of Atlas Intermediate and its subsidiaries as of Closing; and

(iv)   reduced by the amount of unpaid transaction expenses of Atlas Intermediate and its subsidiaries as of Closing.

The purchase price paid at Closing will be based on an estimate of the amount of the foregoing adjustments and will be subject to a customary post-Closing true-up. The unaudited pro forma condensed combined financial information has been adjusted to reflect the initial estimates for the foregoing adjustments except for the working capital adjustment as the Company is assuming that amount to be zero.

Financing for the business combination and for related transaction expenses will consist of:

(i)     $200 million of proceeds from Boxwood’s IPO on deposit in the trust account (plus any interest income accrued thereon since the IPO), net of any redemptions of Boxwood’s public shares in connection with the stockholder vote to be held in connection with the transactions contemplated by the Purchase Agreement;

(ii)    up to $400 million from committed new term loan and revolving credit facilities to be provided by Macquarie Funding and Natixis; and

(iii)   $180.6 million of rollover equity under the no redemption scenario, or $197.0 million of rollover equity under the maximum redemption scenario from BCP and Atlas Intermediate’s management.

The following represents the aggregate consideration:

____________

(a)      As shown, a portion of the total adjusted consideration will be utilized to settle unpaid debt, unpaid pre-combination transaction costs and change in control payments under the no and max redemption scenarios.

(b)      The value of the rollover equity included in consideration is reflected at $10 per share. As the stock price is subject to change, the fair value of the consideration under no redemption may increase or decrease. A 10% increase or decrease in stock price would result in a change in estimated consideration and resulting goodwill by $18.1 million assuming no redemption and $19.7 million assuming maximum redemptions.

The unaudited pro forma condensed combined financial information has been prepared using the assumptions below with respect to the potential redemption into cash of Boxwood’s Class A common stock:

•        Assuming No Redemptions:    This presentation assumes that no Boxwood stockholders exercise redemption rights with respect to their public shares.

•        Assuming Maximum Redemptions:    This presentation assumes that 50% of Boxwood’s public stockholders exercise redemption rights with respect to their public shares. This scenario assumes that 10,000,000 public shares are redeemed for an aggregate redemption payment of approximately $101,289,557, based on $202,579,114 in the trust and 20,000,000 public shares outstanding as of June 30, 2019. This is presented as the maximum redemptions scenario because the obligation of the Commitment Parties to provide the Credit Facilities is contingent on there being Available Equity of at least $100 million. In accordance with the Charter, a public stockholder, together with any affiliate of his or hers, or any other person with whom he or she is acting in concert or as a “group” (as defined in Section 13(d)(3) of the

Exchange Act) will be restricted from redemption with respect to 15% or more of public shares without the Company’s prior written consent. Furthermore, in no event will the Company redeem the public shares in an amount that would cause its net tangible assets to be less than $5,000,001.

The following summarizes the pro forma common stock shares outstanding under the two scenarios:

The following unaudited pro forma condensed combined balance sheet as of June 30, 2019, unaudited pro forma condensed combined statement of operations for the year ended December 31, 2018, and unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2019 are based on the historical financial statements of Boxwood and Atlas Intermediate. The unaudited pro forma adjustments are based on information currently available, assumptions, and estimates and are described in the accompanying notes. Actual results may differ materially from the assumptions and estimates used to present the accompanying unaudited pro forma condensed combined financial information.

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
AS OF JUNE 30, 2019
(in thousands, dollars)

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
AS OF JUNE 30, 2019 (continued)
(in thousands, dollars)